FIRST AMENDMENT, CONSENT, WAIVER AND AGREEMENT
FIRST AMENDMENT, CONSENT, WAIVER AND AGREEMENT, dated as of
December 31, 1996 (this "AMENDMENT"), to the Existing Credit Agreement (as
hereinafter defined), by and among (i) THE SELMER COMPANY, INC., a Delaware
corporation f/k/a Symphony Industries, Inc. ("SELMER"), (ii) STEINWAY, INC., a
Delaware corporation ("STEINWAY" and, together with Selmer, the "BORROWERS"),
(iii) STEINWAY MUSICAL INSTRUMENTS, INC., a Delaware corporation f/k/a Selmer
Industries, Inc. ("SMI"), (iv) STEINWAY MUSICAL PROPERTIES, INC., a
Massachusetts corporation ("SMP"), (v) BOSTON PIANO COMPANY, INC., a
Massachusetts corporation ("BOSTON PIANO CO."), (vi) THE SMI TRUST, a
Massachusetts business trust ("SMIT"), (vii) S&B RETAIL, INC., a Delaware
corporation ("S&B RETAIL"), and (ix) BNY FINANCIAL CORPORATION, a New York
corporation (the "LENDER").
RECITALS
The Borrowers, SMI, SMP, Boston Piano Co. and Lender have
entered into the Existing Credit Agreement, pursuant to which the Lender is
providing to the Borrowers a $60,000,000.00 credit facility, which is secured by
certain accounts receivable and other collateral of the Borrowers and guaranteed
by SMI, SMP and Boston Piano Co. The Credit Parties (as defined in the Existing
Credit Agreement) have requested the Lender's consent to certain transactions
which are proposed to be effected on or before December 31, 1996 (such
transactions, collectively, the "CORPORATE RESTRUCTURING"), namely, (i) the
contribution by SMI of all of SMI's interest in SMIT to Selmer, (ii) the
contribution to SMIT by Selmer of that certain Promissory Note (the "STEINWAY
NOTE") of SMP, dated May 25, 1995 in an aggregate principal amount of
$80,000,000.00, (iii) the merger of SMP with and into Steinway (the "MERGER"),
(iv) the transfer by Steinway of all of its Inventory located in New Jersey,
including, but not limited to, certain Concert and Artist Bank Pianos, and its
New Jersey operations to S&B Retail (the "S&B RETAIL TRANSFER") and (v) the
transfer by Steinway of certain of its Inventory, including but not limited to
its Concert and Artist Bank Pianos located outside New York and New Jersey, to
Boston Piano Co. (the "BOSTON PIANO TRANSFER", and together with the S&B Retail
Transfer, the "INVENTORY TRANSFERS"). Pursuant to Section 6.13 of the Existing
Credit Agreement, Steinway is required to cause S&B Retail to become a Credit
Party and Selmer will upon the acquisition of SMIT be required to cause SMIT to
become a Credit Party and each of S&B Retail, and SMIT desire to do so. In
addition, to enable the Steinway Parties (as hereinafter defined) to effectuate
the Corporate Restructuring, the Credit Parties have requested that the Lender
waive certain provisions of the Existing Credit Agreement and the other Credit
Documents. Subject to the terms and conditions hereof, the Lender is willing to
consent to the Corporate Restructuring and to waive such provisions of the
Existing Credit Agreement and the other Credit Documents.
In consideration of the foregoing and of the mutual covenants
and undertakings herein contained, the parties hereto hereby agree that the
Existing Credit Agreement is amended as hereinafter provided.
ARTICLE I
Definitions
1. DEFINITIONS. (a) In addition to the definitions set forth
in the heading and the recitals to this Amendment, the following definitions
shall apply hereto:
"CREDIT AGREEMENT": means the Amended and Restated Revolving
Credit, Term Loan and Security Agreement, dated as of May 25, 1995, by and among
Selmer, Steinway, SMI, SMP, Boston Piano Co. and the Lender, as amended,
supplemented or otherwise modified from time to time up to and including this
Amendment.
"EXISTING CREDIT AGREEMENT": means the Amended and Restated
Revolving Credit, Term Loan and Security Agreement, dated as of May 25, 1995,
by and among Selmer, Steinway, SMI, SMP, Boston Piano Co. and the Lender, as
amended, supplemented or otherwise modified from time to time prior to the
First Amendment Effective Date.
"STEINWAY PARTIES": the collective reference to Selmer, Steinway,
SMI, SMP, Boston Piano Co., SMIT and S&B Retail.
(b) Unless otherwise indicated, capitalized terms that are used
but not defined herein shall have the meanings ascribed to them in the Existing
Credit Agreement.
ARTICLE II
Representations
1. REPRESENTATIONS. (a) Each of the Steinway Parties hereby
represents and warrants as follows:
(i) It has full power, authority and legal right, to enter into
this Amendment and perform all of its respective obligations hereunder. The
execution, delivery and performance hereof are within its powers and have been
duly authorized, are not in contravention of any law(s) which might have a
material adverse effect upon it, the Collateral, its operations, financial
condition or prospects, or in contravention of the terms of its by-laws,
certificate of incorporation, declaration of trust or other documents relating
to its formation, as applicable, or to the conduct of its business or of any
material agreement or undertaking to which it is a party or by it is bound, and
will not conflict with or result in any breach of any of the provisions of or
constitute a default under or result in the creation of any Lien, upon any of
its assets, under the provisions of any agreement, charter, instrument, by-law,
declaration of trust or other instrument to which it is a party or by which it
or its assets may be bound.
(ii) It is duly organized and in good standing under the laws of
its respective state of organization and it is qualified to do business and is
in good standing in the states listed on SCHEDULE 5.2 hereof, which constitute
all states in which qualification and good standing are necessary for it to
conduct its businesses and own its properties and where the failure to so
qualify would have a material adverse effect on it or its businesses.
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(iii) This Agreement has been duly executed and delivered on
its behalf and this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
(iv) The conditions contained in Article VII hereof have been
satisfied.
(b) Each of the Credit Parties represents that each of the
Credit Documents is on the date hereof in full force and effect.
(c) Each of SMIT, S&B Retail and S&B Distributors hereby make
each of the representations and warranties in the Credit Agreement as of the
First Amendment Effective Date.
ARTICLE III
Addition of Credit Parties
ACKNOWLEDGMENT AND EXPRESS ASSUMPTION OF OBLIGATIONS. Each of
SMIT and S&B Retail acknowledges and agrees that from and after the First
Amendment Effective Date it will be a "Credit Party" within the meaning of, and
for all purposes under, the Credit Agreement and expressly agrees to assume all
of the obligations thereof and to be bound by the Credit Agreement to the extent
set forth in Section 14.22(b) of the Credit Agreement.
ARTICLE IV
Amendments to Existing Credit Agreement
1. AMENDMENTS TO SECTION 1. (a) Section 1.1 of the Existing
Credit Agreement is hereby amended by inserting the following new definitions
therein in the appropriate alphabetical order:
"AMENDMENT DOCUMENTS": the First Amendment, Amendment
No. 1 to Selmer Pledge Agreement, the Steinway Pledge Agreement, the
SMIT Guarantee, the SMIT Security Agreement, the SMIT Pledge
Agreement, the S&B Retail Guarantee, the S&B Retail Security
Agreement, any other agreements, instruments and all other documents
executed or delivered pursuant to or in connection with the First
Amendment and the transactions contemplated thereby.
"AMENDMENT NO. 1 TO SELMER PLEDGE AGREEMENT": that
certain Amendment No. 1 to Selmer Pledge Agreement, dated as of the
date hereof, from Selmer to the Lender, pursuant to which Selmer
pledges to the Lender all of the SMIT Interests.
"FIRST AMENDMENT": the First Amendment, Consent, Waiver
and Agreement, dated as of December 31, 1996, by and among Selmer,
Steinway, SMI,
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SMP, Boston Piano Co., SMIT, S&B Retail and the Lender in respect of
this Agreement.
"FIRST AMENDMENT EFFECTIVE DATE": the date on which
all of the conditions precedent to the effectiveness of the First
Amendment set forth in Article VII of the First Amendment are first
satisfied or waived.
"S&B RETAIL": S&B Retail, Inc., a Delaware corporation.
"S&B RETAIL GUARANTEE": shall mean that certain
Guarantee, dated as of the date hereof, of S&B Retail to the Lender,
pursuant to which S&B Retail guarantees all of the Obligations of
the Borrowers under the Credit Agreement, as the same may be amended
supplemented or otherwise modified from time to time.
"S&B RETAIL SECURITY AGREEMENT": shall mean that
certain General Security Agreement, dated as of the date hereof, from
S&B Retail to the Lender securing S&B Retail's obligations to the
Lender under the S&B Retail Guarantee, as the same may be amended,
supplemented or otherwise modified from time to time.
"S&B RETAIL STOCK": shall mean all of the Capital Stock
of S&B Retail, together with all stock certificates, options or rights
of any nature whatsoever which may be issued or granted in respect
thereof while this Agreement is in effect.
"SELMER NOTE": shall mean that certain Promissory Note
of Selmer, dated September 4, 1996 in an aggregate principal amount of
$62,305,000.00.
"SMI": Steinway Musical Instruments, Inc., a Delaware
corporation, formerly known as Selmer Industries, Inc.
"SMIT": The SMI Trust, a Massachusetts business trust.
"SMIT INTERESTS": shall mean all of the ownership
interests in SMIT, together with all certificates or rights of any
nature whatsoever which may evidence such interests or may be issued
or granted in respect thereof while this Agreement is in effect.
"SMIT GUARANTEE": shall mean that certain Guarantee,
dated as of the date hereof, of SMIT to the Lender, pursuant to which
SMIT guarantees all of the Obligations of the Borrowers under the
Existing Credit Agreement, as the same may be amended supplemented or
otherwise modified from time to time.
"SMIT PLEDGE AGREEMENT": shall mean that certain
General Pledge and Security Agreement, dated as of the date hereof,
from SMIT to the Lender pursuant to which SMIT pledges the Selmer Note
and the Steinway Note to the Lender to secure SMIT's obligations under
the SMIT Guarantee, as the same may be amended, supplemented or
otherwise modified from time to time.
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"SMIT SECURITY AGREEMENT": shall mean that certain
General Security Agreement, dated as of the date hereof, from SMIT to
the Lender securing SMIT's obligations to the Lender under the SMIT
Guarantee, as the same may be amended, supplemented or otherwise
modified from time to time.
"STEINWAY PLEDGE AGREEMENT": that certain Steinway
Pledge and Security Agreement, dated as of the date hereof, from
Steinway to the Lender, pursuant to which Steinway pledges to the
Lender all of the S&B Retail Stock.
"STEINWAY NOTE": shall mean that certain Promissory
Note of SMP, dated May 25, 1995 in an aggregate principal amount of
$80,000,000.00.
(b) Section 1.1 of the Existing Credit Agreement is hereby
amended by deleting clause (i) of the definition of "Change in Control" in its
entirety and replacing it with the following language:
"(i) Selmer fails to be a wholly-owned subsidiary
of SMI and Steinway fails to be a wholly owned
subsidiary of Selmer,".
(c) Section 1.1 of the Existing Credit Agreement is hereby
amended by adding "all SMIT Interests, all S&B Retail Stock, the Selmer Note,
the Steinway Note" to subparagraph (e) of the definition of "Collateral" after
the words "all Steinway Stock."
(d) Section 1.1 of the Existing Credit Agreement is hereby
amended by deleting the definition of "Credit Documents" in its entirety and
replacing it with the following:
"shall be the collective reference to this
Agreement, the First Amendment, the Guarantees,
the Letter of Credit Documents and the Security
Documents."
(e) Section 1.1 of the Existing Credit Agreement is hereby
amended by adding "the SMIT Pledge Agreement, the SMIT Security Agreement, the
S&B Retail Security Agreement, to the definition of "Security Documents" after
the words "the Selmer Pledge Agreement."
(f) The caption to the Existing Credit Agreement is hereby
amended by adding ", now known as Steinway Musical Instruments, Inc." after the
words "Selmer Industries, Inc., a Delaware corporation".
2. AMENDMENTS TO SECTION 4.15(c) Section 4.15(c) of the
Existing Credit Agreement is hereby amended by: (i) adding immediately prior to
the last sentence thereof the words "SMI's chief executive office and its
principal place of business is located at 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000.
SMIT's chief executive office and its principal place of business is located at
000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000. S&B Retail's chief executive office and
its principal place of business is located at 000 Xxxxx 00 Xxxxx, Xxxxxxx, XX
00000.", and (ii)
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deleting in their entirety (A) the sentence beginning "Selmer Industries' chief
executive office" and (B) the sentence beginning "SMP's chief executive office".
3. AMENDMENTS TO SECTION 5.1. Section 5.1 of the Existing
Credit Agreement is hereby amended by: (i) deleting the phrase "corporate power"
from the first sentence thereof and by replacing it with "corporate or trust
power, as the case may be,", (ii) deleting the phrase "corporate powers" from
the second sentence thereof and by replacing it with "corporate or trust powers,
as the case may be,", and (iii) by adding immediately after the words
"certificate of incorporation" in the second sentence thereof ", declaration of
trust".
4. AMENDMENTS TO SECTION 5.2. Section 5.2 of the Existing
Credit Agreement is hereby amended by: (i) deleting the words "incorporated" and
"incorporation" from the first sentence thereof and replacing them with
"organized" and "organization", respectively.
5. AMENDMENTS TO SCHEDULE 5.2. Schedule 5.2 of the Existing
Credit Agreement is hereby amended in its entirety to read as set forth on
Schedule 5.2 hereto.
6. AMENDMENTS TO SCHEDULE 5. 4. Schedule 5.4 of the Existing
Credit Agreement is hereby amended in its entirety to read as set forth on
Schedule 5.4 hereto.
7. AMENDMENTS TO SCHEDULE 5.5. Schedule 5.5 of the Existing
Credit Agreement is hereby amended in its entirety to read as set forth on
Schedule 5.5 hereto.
8. AMENDMENTS TO SECTION 5.7. Section 5.7 of the Existing
Credit Agreement is hereby amended by: (i) deleting the first sentence thereof
and replacing it with "SMI has not been known by any name other than Steinway
Musical Instruments, Inc. and Selmer Industries, Inc. in the past five years.",
and (ii) adding "SMIT has not been known by any name other than The SMI Trust in
the past five years. S&B Retail has not been known by any name other than S&B
Retail, Inc. in the past five years." before the words "No Credit Party sells
Inventory".
9. AMENDMENTS TO SCHEDULE 5.7. Schedule 5.7 of the Existing
Credit Agreement is hereby amended in its entirety to read as set forth on
Schedule 5.7 hereto.
10. AMENDMENT TO SECTION 5.9(b). Section 5.9(b) of the Existing
Credit Agreement is hereby amended by adding immediately after the words
"permitted under Section 7.6 of this Agreement" in the last sentence thereof
"the Selmer Note, the Steinway Note, and any notes issued in respect of
transactions in which interest paid on either of them is reborrowed by the party
paying such interest,".
11. AMENDMENT OF SECTION 7.20. Section 7.20 of the Existing
Credit Agreement is hereby amended (i) by adding the words "and (ii) providing
management and other related services to its Subsidiaries" to paragraph (b)
after the words "activity incident thereto" and (ii) deleting therefrom
paragraph (c) thereof in its entirety.
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ARTICLE V
Waivers
1. WAIVER. The Lender hereby waives, pursuant to Section 14.14
of the Existing Credit Agreement, any Default or Event of Default arising as a
result of the failure by either of the Borrowers or any other Credit Party, as
applicable, to comply with or to satisfy the requirements of:
(a) Section 4.3 of the Existing Credit Agreement, but only with
respect to the transfer of the Steinway Note by Selmer to SMIT and the
Inventory Transfers;
(b) Section 6.2(b) of the Existing Credit Agreement, but only
with respect to the Merger;
(c) Section 7.1(a) and (b) of the Existing Credit Agreement but,
in the case of subparagraph (a), only with respect to the Merger and, in
the case of subparagraph (b), only with respect to the transfer of the
Steinway Note to SMIT and the Inventory Transfer;
(d) Section 7.9 of the Existing Credit Agreement, but only with
respect to the Corporate Restructuring and the Inventory Transfers;
(e) Section 7.10 of the Existing Credit Agreement, but only with
respect to the Corporate Restructuring and the Inventory Transfers;
(f) Section 3a and c of the Steinway General Security Agreement
and the Boston Piano, Inc. General Security Agreement, but only with
respect to the Inventory Transfers; and
(g) Section 3a and c of the Selmer General Security Agreement,
but only with respect to the transfer of the Steinway Note to SMIT.
ARTICLE VI
Consents
1. CONSENTS. The Lender hereby consents to the following
transactions:
(a) to the transfer of the Steinway Note by Selmer to SMIT
pursuant to Section 4.6 of the Existing Credit Agreement;
(b) to the Inventory Transfers, pursuant to Section 4.6 of the
Existing Credit Agreement;
(c) to the Merger, pursuant to (i) Section 5a of each of the
Steinway General Security Agreement and the SMP General Security Agreement
and (ii) Section 5a of the SMP Pledge Agreement;
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(d) to the creation of SMIT with the proceeds of the initial
public offering of SMI ordinary common stock, pursuant to Section 7.15 of
the Existing Credit Agreement; and
(e) to the prepayment of the Senior Secured Notes by Selmer with
the proceeds of the Selmer Note.
ARTICLE VII
Conditions to Effectiveness
This Amendment, and the modifications to the Credit Agreement
provided for herein, shall become effective on the date (the "FIRST AMENDMENT
EFFECTIVE DATE") on which all of the following conditions have been (or are
concurrently being) satisfied:
1. The following documents shall have been executed and
delivered by each party thereto:
(i) this Amendment;
(ii) Amendment No. 1 to Selmer Pledge Agreement;
(iii) the Steinway Pledge Agreement;
(iv) the SMIT Pledge Agreement;
(v) the SMIT Guarantee;
(vi) the SMIT Security Agreement;
(vii) the S&B Retail Guarantee;
(viii) the S&B Retail Security Agreement; and
(ix) all Uniform Commercial Code financing statements on Form
UCC-1 and Form UCC-3 required by the Lender.
2. The Lender shall have received the executed legal opinions
of Milbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Steinway Parties, and
Xxxxxx X. Xxxxxx, General Counsel to the Credit Parties, in form and substance
satisfactory to the Lender and taking into account this Amendment and the
matters contemplated hereby (including, without limitation, assurances with
respect to the validity of UCC filings in each state where Collateral is
located). Such legal opinion shall cover such matters incident to the
transactions contemplated by this Amendment and the other Amendment Documents as
the Lender may reasonably require.
3. The Lender shall have received a copy, in form and substance
reasonably satisfactory to the Lender, of the corporate resolutions of each of
the Steinway Parties other than SMIT and other appropriate documents in the case
of SMIT, in each case,
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authorizing the execution, delivery and performance of this Amendment and, the
other Amendment Documents to which such Steinway Party is a party in each case
certified by the Secretary or an Assistant Secretary of the relevant Steinway
Party as of the First Amendment Effective Date, which certificates shall state
that the resolutions or authorizations thereby certified have not been amended,
modified, revoked or rescinded as of the date of such certificate.
4. The Lender shall have received a certificate of the
Secretary or an Assistant Secretary of each Steinway Party, dated the First
Amendment Effective Date, as to the incumbency and signature of the officers of
such Steinway Party executing each Amendment Document to which such Steinway
Party is a party and any certificate or other document to be delivered by it
pursuant hereto, together with evidence of the incumbency of such Secretary or
Assistant Secretary.
5. The Lender shall have received a copy, in form and substance
reasonably satisfactory to the Lender, of (i) the certificate of merger related
to the Merger, (ii) the articles of incorporation and by-laws of S&B Retail and
(iii) the declaration of trust of SMIT, in each case certified by an appropriate
officer of the party making delivery thereof.
6. The Lender shall have received certificates from each of
Selmer, SMI and Boston Piano Co., stating that its Governing Documents have not
been amended since the May 25, 1995.
7. The Lender shall have received copies of certificates dated
as of a recent date from the Secretary of State or other appropriate authority
of such jurisdiction, evidencing the good standing of each Steinway Party in the
State of its organization and in each State where the ownership, lease or
operation of property or the conduct of business requires it to qualify as a
foreign corporation or other entity except where the failure to so qualify would
not have a Material Adverse Effect.
8. Each of the representations and warranties made by the
Borrowers, SMI or Boston Piano Co. in or pursuant to the Credit Documents shall
be true and correct in all material respects on and as of the First Amendment
Effective Date as if made on and as of such date (except to the extent the same
relate to another, earlier date, in which case they shall be true and correct in
all material respects as of such earlier date).
9. Except as provided for in Article V, no Default or Event of
Default shall have occurred and be continuing.
10. The Lender shall have received each additional document,
instrument, legal opinion or item of information reasonably requested by the
Lender, including, without limitation, a copy of any debt instrument, security
agreement or other material contract to which a Steinway Party may be a party.
11. All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by the Amendment
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Documents, the Existing Credit Agreement, the Credit Agreement and the other
Credit Documents shall be reasonably satisfactory in form and substance to the
Lender, and the Lender shall have received such other documents in respect of
any aspect or consequence of the transactions contemplated hereby or thereby as
it shall reasonably request.
ARTICLE VIII.
Miscellaneous
1. PAYMENT OF EXPENSES. Without limiting its obligations under
Section 14.13 of the Credit Agreement, the Borrowers jointly and severally agree
to pay or reimburse the Lender for all of its reasonable costs and expenses
incurred in connection with this Amendment and the other Amendment Documents,
including, without limitation, the reasonable costs and expenses of Cadwalader,
Xxxxxxxxxx & Xxxx, counsel to the Lender and expressly acknowledge that their
obligations hereunder constitute "Obligations" within the meaning of the
Existing Credit Agreement.
2. NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended, modified and supplemented hereby and by the documents related hereto,
the provisions of the Existing Credit Agreement and the other Credit Documents
shall remain in full force and effect.
3. AFFIRMATION BY CREDIT PARTIES. Each Credit Party hereby
consents to the execution and delivery of this Amendment and each of the other
Amendment Document to which such Credit Party is a party and reaffirms its
obligations under the Credit Documents executed by such Credit Party.
4. GOVERNING LAW; COUNTERPARTS. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Amendment signed by all the parties shall be lodged with
the Borrower and the Lender. This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.
[ SIGNATURE PAGE FOLLOWS ]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered as of the day and year first above written.
THE SELMER COMPANY, INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: V.P. -General Counsel
STEINWAY, INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: V.P. Treasurer
STEINWAY MUSICAL INSTRUMENTS, INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: V.P. - C.F.O
STEINWAY MUSICAL PROPERTIES, INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: E.V.P. - C.F.O.
BOSTON PIANO COMPANY, INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: V.P. - Treasurer
[SIGNATURE BLOCKS CONTINUED ON NEXT PAGE]
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THE SMI TRUST
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
S&B RETAIL, INC.
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: V.P. -Treasurer
BNY FINANCIAL CORPORATION
By Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
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SCHEDULE 5.7
TRADE NAMES
(a) The Selmer Company, Inc.
Selmer
Xxxxxxx Xxxx
Xxxxxx
Xxxxxx
Glaesel
Signet
Xxxxx
Omega
Xxxxxxxx
H. Selmer Paris
(b) Steinway, Inc.
Steinway
Steinway & Sons
Lyre Design
Steinway Boston
Boston Designed by Steinway
