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Exhibit 10.34
FIRST AMENDMENT TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated as
of October 16, 1997 by and among XXXXXXX PIANO & ORGAN COMPANY, a Delaware
corporation, (hereinafter, together with its successors in title and assigns,
called "Borrower"), THE FIFTH THIRD BANK, an Ohio banking corporation, as Agent
(in such capacity, the "Agent") THE FIFTH THIRD BANK ("Fifth Third"), as a
Lender, and NBD BANK, N.A., a national banking association, ("NBD") as a Lender,
(Fifth Third and NBD are hereinafter collectively the "Lenders" and each
individually a "Lender").
PRELIMINARY STATEMENT
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WHEREAS, Borrower, Agent and Lenders have entered into a Credit
Agreement dated as October 16, 1997 (the "Credit Agreement"); and
WHEREAS, Borrower has requested Agent and Lenders to extend the
expiration date of any Letter of Credit; and
WHEREAS, Borrower, Agent and Lenders now wish to amend the Credit
Agreement in accordance with the terms and provisions hereof;
NOW, THEREFORE, the parties hereto agree to supplement and amend the
Credit Agreement upon such terms and conditions as follows:
1. CAPITALIZED TERMS. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Credit Agreement as amended by this First
Amendment.
2. EXPIRATION DATE OF LETTERS OF CREDIT.
(a) Section 4.2 of the Credit Agreement is hereby amended to
in its entirety to read as follows:
"Section 4.2 EXPIRATION DATE OF LETTERS OF CREDIT. The
expiration date of any Letter of Credit shall not be later than the
earlier of (a) twelve (12) months after the date of the issuance
thereof, or the third anniversary of the Closing Date; PROVIDED,
HOWEVER, the expiration date may be extended beyond the third
anniversary of the Closing Date in the event that the Issuing Bank
shall have received as collateral cash equal to the total Reimbursement
Obligations with respect to such Letter of Credit. In order to
collateralize any Letter of Credit expiring after the third anniversary
of the Closing Date, Xxxxxxx hereby irrevocably authorizes Agent to
draw amounts equal to the total Reimbursement Obligations under any
Letter of Credit existing on the
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third anniversary of the Closing Date and deposit the same in an
account with Agent for the benefit of the Issuing Bank and the
Lenders."
(b) The second parenthetical clause of the second sentence of
Section 4.4 of the Credit Agreement is hereby amended to in its entirety to read
as follows:
"(which date shall be a business day and shall in no event be later
than the third anniversary of the Closing Date, except to the extent
provided in the proviso to Section 4.2)"
3. REAFFIRMATION OF COVENANTS, WARRANTIES AND REPRESENTATIONS. Borrower
hereby agrees and covenants that all representations and warranties in the
Credit Agreement, including without limitation all of those warranties and
representations set forth in Article 9, are true and accurate as of the date
hereof. Borrower further reaffirms all covenants in the Credit Agreement,
including without limitation each of the affirmative, financial and negative
covenants set forth in Article 10 thereof, as if fully set forth herein, except
to the extent modified by this First Amendment.
4. MISCELLANEOUS. (a) Borrower shall reimburse Agent for all reasonable
fees and disbursements of legal counsel to Agent which shall have been incurred
by Agent in connection with the preparation, negotiation, review, execution and
delivery of this First Amendment and the handling of any other matters
incidental hereto.
(b) All of the terms, conditions and provisions of the Agreement not
herein modified shall remain in full force and effect. In the event a term,
condition or provision of the Agreement conflicts with a term, condition or
provision of this First Amendment, the latter shall govern.
(c) This First Amendment shall be governed by and shall be construed
and interpreted in accordance with the laws of the State of Ohio.
(d) This First Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.
(e) This First Amendment may be executed in several counterparts, each
of which shall constitute an original, but all which together shall constitute
one and the same agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and in the year
first above written.
SIGNED IN THE PRESENCE OF:
XXXXXXX PIANO & ORGAN COMPANY,
Borrower
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Cheif Financial Officer and
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Executive President
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THE FIFTH THIRD BANK, Agent
/s/ XxXxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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/s/ Xx X. XxXxxxxxxx Title: Vice President
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LENDERS:
THE FIFTH THIRD BANK
/s/ XxXxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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/s/ Xx X. XxXxxxxxxx Title: Vice President
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NBD BANK, N.A.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Xxxxxx Xxxxxx Title: First Vice President
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