REGISTRATION RIGHTS AGREEMENT Dated as of April 19, 2001 by and among Steinway Musical Instruments, Inc. (As Issuer) The Selmer Company, Inc. The Steinway Piano Company, Inc. Steinway, Inc. The O.S. Kelly Company The O.S. Kelly Corporation Boston...Registration Rights Agreement • June 12th, 2001 • United Musical Instruments Usa Inc • Musical instruments • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of April 19, 2001, by and among Steinway Musical Instruments, Inc., a Delaware corporation (the "Company"), The Selmer Company, Inc., a Delaware corporation, The Steinway Piano Company, Inc., a Delaware corporation, Steinway, Inc., a Delaware corporation, The O.S. Kelly Company, an Ohio corporation, The O.S. Kelly Corporation, a Delaware corporation, Boston Piano Company, Inc., a Massachusetts corporation, S&B Retail, Inc., a Delaware corporation, The SMI Trust, a Massachusetts business trust, Emerson Musical Instruments, Inc., a Delaware corporation, United Musical Instruments Holdings, Inc., an Indiana corporation, and United Musical Instruments USA, Inc., an Indiana corporation (the "Guarantors"), and UBS Warburg LLC (the "Initial Purchaser"), who has agreed to purchase the Company's 83/4% Series A Senior Notes due 2011 (the "Series A Notes") pursuant to the Purchase Agreement (as defined below).
STEINWAY MUSICAL INSTRUMENTS, INC. (As Issuer) THE SELMER COMPANY, INC. THE STEINWAY PIANO COMPANY, INC. STEINWAY, INC. THE O.S. KELLY CORPORATION THE O.S. KELLY COMPANY BOSTON PIANO COMPANY, INC. S&B RETAIL, INC. THE SMI TRUST EMERSON MUSICAL...Purchase Agreement • June 12th, 2001 • United Musical Instruments Usa Inc • Musical instruments • New York
STEINWAY MUSICAL INSTRUMENTS, INC., a Delaware corporation (the "Company"), proposes to issue and sell to UBS Warburg LLC (the "Initial Purchaser") an aggregate of $150,000,000 in principal amount of its 83/4% Series A Senior Notes due 2011 (the "Series A Notes"), subject to the terms and conditions set forth herein. The Series A Notes are to be issued pursuant to the provisions of an indenture (the "Indenture"), to be dated as of the Closing Date (as defined below), among the Company, the Guarantors (as defined below) and Firstar Bank, N.A., as trustee (the "Trustee"). The Series A Notes and the Series B Notes (as defined below) issuable in exchange therefor are collectively referred to herein as the "Notes." The Notes will be fully and unconditionally guaranteed (the "Guarantees") as to payment of principal, interest, premium, if any, and Liquidated Damages (as defined in the Indenture), if any, on an unsecured senior basis, jointly and severally, by each of the entities listed on Sc
AGREEMENT OF MERGERMerger Agreement • June 12th, 2001 • United Musical Instruments Usa Inc • Musical instruments
THIS AGREEMENT OF MERGER dated the 9th day of September, 1985, between DANIEL J. HENKIN, INC., hereinafter sometimes called the Surviving Corporation, and KING MUSICAL INSTRUMENTS, INC., hereinafter sometimes called the Merging Corporation.
SECOND AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 12th, 2001 • United Musical Instruments Usa Inc • Musical instruments • New York
SECOND AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 19, 2001 (this "Amendment"), to the Existing Credit Agreement (as hereinafter defined), by and among (i) THE SELMER COMPANY, INC., a Delaware corporation ("Selmer"), (ii) STEINWAY, INC., a Delaware corporation ("Steinway"), (iii) UNITED MUSICAL INSTRUMENTS USA, INC., an Indiana corporation ("UMI" and together with Selmer and Steinway, the "Borrowers"), (iv) those signatories hereto and identified on Schedule I (as may be amended from time to time) as Guarantors (the "Guarantors"), (v) the lenders (the "Lenders") from time to time party to the Agreement (defined below) and GMAC COMMERCIAL CREDIT LLC, a New York limited liability company (the "Administrative Agent"), as administrative agent for the Lenders hereunder.
STEINWAY MUSICAL INSTRUMENTS, INC. (as Issuer) THE SELMER COMPANY, INC. EMERSON MUSICAL INSTRUMENTS, INC. THE STEINWAY PIANO COMPANY, INC. STEINWAY, INC. THE SMI TRUST S&B RETAIL, INC. BOSTON PIANO COMPANY, INC. THE O.S. KELLY CORPORATION THE O.S....Indenture • June 12th, 2001 • United Musical Instruments Usa Inc • Musical instruments • New York
INDENTURE, dated as of April 19, 2001, among Steinway Musical Instruments, Inc., a Delaware corporation (the "Company"), the Guarantors (as defined), and Firstar Bank, N.A., as trustee (the "Trustee").
