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Exhibit 10.1
EXECUTION
XXXXXXX PIANO & ORGAN COMPANY
FOURTH AMENDMENT AND LIMITED WAIVER AND CONSENT
TO
CREDIT AGREEMENT
This FOURTH AMENDMENT AND LIMITED WAIVER AND CONSENT TO CREDIT
AGREEMENT (this "AMENDMENT") is dated as of March 2, 2001 and entered into by
and among XXXXXXX PIANO & ORGAN COMPANY, a Delaware corporation ("BORROWER"),
GENERAL ELECTRIC CAPITAL CORPORATION, as agent for itself and Lenders ("AGENT"),
the financial institutions listed on the signature pages hereof ("LENDERS"),
and, for purposes of Section 5 hereof, the Credit Parties listed on the
signature pages hereof, and is made with reference to that certain Credit
Agreement dated as of March 24, 2000, by and among Borrower, the other Credit
Parties party thereto, Lenders and Agent (as modified by the First Amendment and
Limited Waiver thereto dated as of August 11, 2000, the Limited Waiver and
Consent thereto dated as of September 28, 2000, the Extension of Limited Waiver
thereto dated as of October 30, 2000, the Second Amendment and Limited Waiver
thereto dated as of December 15, 2000, the Third Amendment and Limited Waiver
and Consent thereto dated as of January 26, 2001, the Extension of Limited
Waiver thereto dated as of February 16, 2001 and as such agreement may have
otherwise been amended, restated, supplemented or otherwise modified from time
to time prior to the date hereof, the "CREDIT AGREEMENT"). Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.
R E C I T A L S
- - - - - - - -
WHEREAS, Borrower has requested that Agent and Lenders amend
the Credit Agreement and waive certain provisions of the Credit Agreement in the
manner set forth herein, and Agent and Requisite Lenders have agreed to such
request, but only on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the terms
and conditions herein contained, Borrower, Agent and Requisite Lenders hereby
agree pursuant to Section 11.2 of the Credit Agreement as follows:
SECTION 1.
AMENDMENTS TO THE CREDIT AGREEMENT
On the basis of the representations and warranties contained
in this Amendment, and subject to the terms and the satisfaction of the
conditions set forth in this Amendment, Agent and Requisite Lenders hereby agree
as follows:
A. AMENDMENT TO SECTION 1.6. Section 1.6(s) of the Credit
Agreement is hereby amended and restated in its entirety as follows:
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"(s) with respect to any Account owing by Biasco Musical
Instrument Co., to the extent such Account, together with all other
Accounts owing by Biasco Musical Instrument Co. and its Affiliates, as
at any date of determination exceeds twenty percent (20%) of all
Eligible Accounts; provided that, to the extent that such Accounts
exceed twenty percent (20%) of all Eligible Accounts, Agent may elect
to nevertheless treat all or a portion of such excess Accounts as
Eligible Accounts on such terms, including advance rates and Reserves,
as the Agent shall determine in its discretion, it being understood
that, from and after the Fourth Amendment Effective Date and
notwithstanding any advance rate percentage set forth in clause (a) of
the definition of Borrowing Base, (x) until May 29, 2001, the advance
rate for such excess Accounts shall be 85% of such excess Accounts to
the extent such excess Accounts are otherwise Eligible Accounts and (y)
from and after May 30, 2001, the advance rate for such excess Accounts
shall be 51.5% of such excess Accounts to the extent such excess
Accounts are otherwise Eligible Accounts."
B. AMENDMENT TO SECTION 6.19. Section 6.19(A) of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"(A) No Credit Party shall, or shall permit any of its
Subsidiaries to (i) terminate, modify, amend or supplement or waive any
of its rights or obligations under, any Material Contract (in addition
to and not by way of limitation of the restrictions contained in clause
(b) below) in any way which would be materially adverse to the
interests of such Credit Party, such Subsidiary, Agent or any Lender,
(ii) enter into any new Material Contracts pursuant to which any Credit
Party or Subsidiary thereof could be obligated to make payments in
excess of $3,000,000 in any twelve- (12) month period, (iii) terminate,
modify, amend or supplement or waive any of its rights or obligations
under the Headquarters Lease or (iv) terminate, modify, amend or
supplement or waive any of its rights or obligations, including,
without limitation, any provisions relating to the timing or amount of
any payments that may be owing under the Xxxxxxxxx Employment Agreement
or Xxxxxxxxx Change in Control Agreement without, in the case of
clauses (i) through (iv) above, obtaining the prior written consent of
Agent to such termination, modification, amendment, supplement waiver
or new Material Contract."
C. AMENDMENT TO ANNEX A. Annex A of the Credit Agreement is
hereby amended by inserting the following definitions therein in alphabetical
order:
"`DFS LETTER OF CREDIT' means that certain Irrevocable Standby
Letter of Credit No. SM412194P issued by First Union National Bank for
the account of GE Capital acting for Borrower.
`FOURTH AMENDMENT' means that certain Fourth Amendment and
Limited Waiver to Credit Agreement dated as of March 2, 2001 by and
among Borrower, the Lenders signatory thereto, Agent and other Credit
Parties signatory thereto.
`FOURTH AMENDMENT EFFECTIVE DATE' means the Fourth Amendment
Effective Date as defined in the Fourth Amendment.
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`XXXXXXXXX EMPLOYMENT AGREEMENT' shall mean that certain
Amended and Restated Agreement of Employment made and entered into as
of September 1, 1999 by and between Borrower and Xxxxx Xxxxxxxxx, as
such agreement may be amended, supplemented or otherwise modified in
accordance with Section 6.19.
`XXXXXXXXX CHANGE IN CONTROL AGREEMENT' shall mean that
certain Change in Control Agreement dated June 26, 1996 by and between
Borrower and Xxxxx Xxxxxxxxx, as amended by the Amendment to Change in
Control Agreement made effective as of September 17, 1999, as such
agreement may be further amended, supplemented or otherwise modified in
accordance with Section 6.19."
D. AMENDMENT TO ANNEX F (COLLATERAL REPORTS). Annex F of the
Credit Agreement is hereby amended by deleting Paragraphs (a) and (b) thereof in
their entirety and inserting new Paragraphs (a) and (b) thereto as follows:
"(a) To Agent, upon its request, and in no event less
frequently than on a weekly basis to be delivered no later than
Wednesday of each calendar week (together with a copy of all or any
part of such delivery requested by any Lender in writing after the
Closing Date), each of the following, in each case as of the Friday of
the calendar week immediately preceding such Wednesday:
(i) a Borrowing Base Certificate calculating Eligible
Accounts, accompanied by such supporting detail and documentation as
shall be requested by Agent in its reasonable discretion;
(ii) collateral reports with respect to Borrower, Xxxxxxx
Trading and Xxxxxxx Canada, including all additions and reductions
(cash and non-cash) with respect to Accounts of Borrower and Xxxxxxx
Canada, in each case accompanied by such supporting detail and
documentation as shall be requested by Agent in its reasonable
discretion;
(iii) with respect to Borrower and its Subsidiaries, a weekly
trial balance showing Accounts outstanding aged from invoice due date
as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or
more, accompanied by such supporting detail and documentation as shall
be requested by Agent in its reasonable discretion;
(iv) a Borrowing Base Certificate calculating Borrower's and
Xxxxxxx Trading's Eligible Inventory and Borrower's Eligible Raw
Materials and Eligible Fixed Assets, accompanied by such supporting
detail and documentation as shall be requested by Agent in its
reasonable discretion;
(v) with respect to Borrower and its Subsidiaries, a summary
of Inventory by location and type with a supporting perpetual Inventory
report, in each case accompanied by such supporting detail and
documentation as shall be requested by Agent in its reasonable
discretion; and
(vi) with respect to Borrower and its Subsidiaries, a summary
of Raw Materials by location and type with a supporting perpetual Raw
Materials report, in
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each case accompanied by such supporting detail and documentation as
shall be requested by Agent in its reasonable discretion.
(b) To Agent, upon its request, and in no event less
frequently than on a weekly basis to be delivered no later than the
second Business Day of each calendar week (together with a copy of all
or any part of such delivery requested by any Lender in writing after
the Closing Date), an update of projections of cash-flows of Borrower
and its Subsidiaries and of availability under the Borrowing Base for
the two month's forward-looking period as of the Friday of the calendar
week immediately preceding such second Business Day;"
E. AMENDMENT TO ANNEX G (FINANCIAL COVENANTS). Annex G of the Credit
Agreement is hereby amended by amending and restating Paragraphs (a), (b), (c)
and (d) thereof in their entirety as follows:
"(a) MAXIMUM CAPITAL EXPENDITURES. Borrower and its
Subsidiaries on a consolidated basis shall not make Capital
Expenditures during the following periods that exceed in the aggregate
the amounts set forth opposite each of such periods:
Period Maximum Capital
------ Expenditures
per Period
----------
January 1, 2001 to February 28, 2001 $100,000
January 1, 2001 to March 31, 2001 $150,000
January 1, 2001 to April 30, 2001 $200,000
January 1, 2001 to May 31, 2001 $250,000
January 1, 2001 to June 30, 2001 $300,000
January 1, 2001 to July 31, 2001 $350,000
January 1, 2001 to August 31, 2001 $400,000
January 1, 2001 to September 30, 2001 $450,000
January 1, 2001 to October 31, 2001 $500,000
January 1, 2001 to November 30, 2001 $550,000
January 1, 2001 to December 31, 2001 $600,000
January 1, 2002 to March 31, 2002 $750,000
January 1, 2002 to June 30, 2002 $1,500,000
January 1, 2002 to September 30, 2002 $2,250,000
January 1, 2002 to December 31, 2002 $3,000,000
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Period Maximum Capital
------ Expenditures
per Period
----------
January 1, 2003 to December 31, 2003 and each Fiscal Year $3,000,000
thereafter
(b) MINIMUM FIXED CHARGE COVERAGE RATIO. Borrower and its
Subsidiaries shall have on a consolidated basis (i) at the end of each
Fiscal Month set forth below through and including the Fiscal Month
ending December 31, 2001, in each case for the corresponding period set
forth below and (ii) at the end of each Fiscal Quarter set forth below
commencing with the Fiscal Quarter ending March 31, 2002, in each case
for the 12-month period then ended, a Fixed Charge Coverage Ratio of
not less than the following:
Period Minimum Fixed Charge Coverage
------ -----------------------------
Ratio
-----
January 1, 2001 to February 28, 2001 (1.83) to 1.00
January 1, 2001 to March 31, 2001 (1.48) to 1.00
January 1, 2001 to April 30, 2001 (1.39) to 1.00
January 1, 2001 to May 31, 2001 (1.06) to 1.00
January 1, 2001 to June 30, 2001 (0.74) to 1.00
January 1, 2001 to July 31, 2001 (0.80) to 1.00
January 1, 2001 to August 31, 2001 (0.64) to 1.00
January 1, 2001 to September 30, 2001 (0.42) to 1.00
January 1, 2001 to October 31, 2001 (0.05) to 1.00
January 1, 2001 to November 30, 2001 0.15 to 1.00
January 1, 2001 to December 31, 2001 0.50 to 1.00
For the Fiscal Quarter ending March 31, 2002 and for each 1.25 to 1.00
Fiscal Quarter thereafter
(c) MINIMUM EBITDA. Borrower and its Subsidiaries on a
consolidated basis shall have, (i) at the end of each Fiscal Month set
forth below through and including the Fiscal Month ending December 31,
2001, in each case for the corresponding period set forth below and
(ii) at the end of each Fiscal Quarter set forth below commencing with
the Fiscal Quarter ending March 31, 2002, in each case for the 12-month
period then ended, EBITDA of not less than the following:
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Period Minimum EBITDA
------ --------------
January 1, 2001 to February 28, 2001 ($1,324,000)
January 1, 2001 to March 31, 2001 ($1,524,000)
January 1, 2001 to April 30, 2001 ($1,872,000)
January 1, 2001 to May 31, 2001 ($1,755,000)
January 1, 2001 to June 30, 2001 ($1,438,000)
January 1, 2001 to July 31, 2001 ($1,794,000)
January 1, 2001 to August 31, 2001 ($1,628,000)
January 1, 2001 to September 30, 2001 ($1,178,000)
January 1, 2001 to October 31, 2001 ($162,000)
January 1, 2001 to November 30, 2001 $507,000
January 1, 2001 to December 31, 2001 $1,729,000
For the Fiscal Quarter ending March 31, 2002 and for each $7,500,000
Fiscal Quarter thereafter
(d) MINIMUM TANGIBLE NET WORTH. Borrower and its Subsidiaries
shall have on a consolidated basis at the end of each Fiscal Month set
forth below, a Tangible Net Worth of not less than the following:
Period Minimum Tangible Net Worth
------ --------------------------
Fiscal Month ending February 28, 2001 $48,939,000
Fiscal Month ending March 31, 2001 $49,374,000
Fiscal Month ending April 30, 2001 $48,788,000
Fiscal Month ending May 31, 2001 $48,486,000
Fiscal Month ending June 30, 2001 $48,321,000
Fiscal Month ending July 31, 2001 $47,738,000
Fiscal Month ending August 31, 2001 $47,499,000
Fiscal Month ending September 30, 2001 $47,449,000
Fiscal Month ending October 31, 2001 $47,753,000
Fiscal Month ending November 30, 2001 $47,850,000
Fiscal Month ending December 31, 2001 and each Fiscal Month $48,350,000
thereafter
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SECTION 2.
LIMITED WAIVER AND CONSENT TO THE CREDIT AGREEMENT
A. LIMITED WAIVER. On the basis of the representations and
warranties contained in this Amendment, and subject to the terms and conditions
of this Amendment, Agent and Requisite Lenders hereby agree to waive any Default
or Event of Default which may have occurred, or may hereafter occur under
Section 8.1(c) of the Credit Agreement:
(1) solely as a result of Borrower's failure to deliver not
later than February 5, 2001:
(a) pursuant to Paragraph (a) of Annex E (Financial
Statements and Projections - Reporting) of the Credit Agreement, financial
information regarding Borrower and its Subsidiaries, certified by the Chief
Financial Officer of Borrower, consisting of consolidated and consolidating (i)
unaudited balance sheets as of the close of the Fiscal Month of December 2000
and the related statements of income and cash flow for that portion of the
Fiscal Year ending as of the close of such Fiscal Month; (ii) unaudited
statements of income and cash flows for such Fiscal Month, setting forth in
comparative form the figures for the corresponding period in the prior year and
the figures contained in the Projections for such Fiscal Year, all prepared in
accordance with GAAP (subject to normal year-end adjustments); and (iii) a
summary of the outstanding balance of all Intercompany Notes as of the last day
of that Fiscal Month; and
(b) pursuant to Paragraph (c) of Annex E (Financial
Statements and Projections - Reporting) of the Credit Agreement, an annual
operating plan for Borrower and its Subsidiaries, approved by the Board of
Directors of Borrower, for the Fiscal Year 2001, that includes a statement of
all of the material assumptions on which such plan is based, includes monthly
balance sheets and a monthly budget for the Fiscal Year 2001 and integrates
sales, gross profits, operating expenses, operating profit, cash flow
projections and Borrowing Availability projections all prepared on the same
basis and in similar detail as that on which operating results are reported (and
in the case of cash flow projections, representing management's good faith
estimates of future financial performance based on historical performance), and
includes plans for personnel, Capital Expenditures and facilities; and
(2) solely as a result of Borrower's failure to comply with
the Net Borrowing Availability test set forth in Section 6.3(a)(v)(G) of the
Credit Agreement for the period commencing on December 1, 2000 and continuing
through the Fourth Amendment Effective Date.
B. DFS PAYABLE RESERVE. On the basis of the representations
and warranties contained in this Amendment, and subject to the terms and
conditions of this Amendment, Agent and Requisite Lenders hereby agree, at
Borrower's request, that the current Reserve established by Agent for DFS
payables (the "DFS PAYABLE RESERVE") in the amount of $1,800,000 shall be
reduced for a period commencing as of the Fourth Amendment Effective
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Date and continuing through May 29, 2001, by $1,000,000 and shall be further
reduced for the remainder of such period by the amount, if any, equal to the
product of (a) the amount of any reduction in the then current stated amount of
the DFS Letter of Credit divided by the original stated amount of the DFS Letter
of Credit as of the date of issuance thereof multiplied by (b) the then current
DFS Payable Reserve. From and after May 30, 2001, the DFS Payable Reserve shall
be increased to $1,800,000.
SECTION 3.
LIMITATION OF WAIVER
Without limiting the generality of the provisions of Section
11.2 of the Credit Agreement, the waiver set forth above shall be limited
precisely as written and relates solely to noncompliance by Borrower with the
provisions of Sections 6.3(a)(v)(G) and 8.1(c) and Paragraphs (a) and (c) of
Annex E of the Credit Agreement in the manner and to the extent described above
and nothing in this Amendment shall be deemed to:
(a) constitute a waiver of compliance by Borrower with respect
to (i) the Sections 6.3(a)(v)(G) and 8.1(c) and Paragraphs (a) and (c) of Annex
E of Credit Agreement in any other instance or (ii) any other term, provision or
condition of the Credit Agreement or any other instrument or agreement referred
to therein; or
(b) prejudice any right or remedy that Agent or any Lender may
now have (except to the extent such right or remedy was based upon existing
defaults that will not exist after giving effect to this Amendment) or may have
in the future under or in connection with the Credit Agreement or any other
instrument or agreement referred to therein.
Except as expressly set forth herein, the terms, provisions
and conditions of the Credit Agreement and the other Loan Documents shall remain
in full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 4.
REPRESENTATIONS AND WARRANTIES
In order to induce Agent and Lenders to enter into this
Amendment, Borrower hereby represents and warrants to Agent and Lenders that:
A. AUTHORIZATION; BINDING OBLIGATIONS. Each Credit Party has
all requisite corporate power and authority to enter into this Amendment. The
execution, delivery and performance of this Amendment have been duly authorized
by all necessary corporate action by each Credit Party. This Amendment has been
duly executed and delivered by each Credit Party and is the legal, valid and
binding obligation of each Credit Party, enforceable against each Credit Party
in accordance with its terms, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law). As of the Fourth Amendment Effective Date (as
hereinafter defined), the Credit Agreement, as amended by this Amendment, will
constitute the legal, valid and binding obligation of each
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Credit Party, enforceable against each Credit Party in accordance with its
terms, except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws generally affecting creditors' rights and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).
B. INCORPORATION OF REPRESENTATIONS. Each representation and
warranty of each Credit Party contained in each of the Loan Documents is true,
correct and complete in all material respects on and as of the Fourth Amendment
Effective Date to the same extent as though made on and as of the Fourth
Amendment Effective Date, except to the extent such representations and
warranties relate to an earlier date, in which case they were true, correct and
complete in all material respects as of such earlier date.
C. ABSENCE OF DEFAULTS. No event has occurred and is
continuing or would result from the execution, delivery or performance of this
Amendment that constitutes or would constitute a Default or Event of Default
after giving effect to this Amendment.
D. PERFORMANCE. Borrower has performed in all material
respects all agreements to be performed on its part on or before the date hereof
as set forth in the Credit Agreement.
SECTION 5.
ACKNOWLEDGEMENT AND CONSENT BY CREDIT PARTIES
Borrower and each other Credit Party executing a counterpart
hereto agree to and acknowledge the terms and provisions of this Amendment and
confirm that each Loan Document to which such Credit Party is a party shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or affected by the
execution of this Amendment, except as specifically provided herein. Borrower
and each other Credit Party executing a counterpart hereof represent and warrant
that, all representations and warranties contained in each Loan Document to
which such Credit Party is a party are true, correct and complete in all
material respects as of the date hereof to the same extent as though made on
each such date and that Borrower and each such Credit Party has performed in all
material respects all agreements to be performed on its part on or before the
date hereof as set forth in the Loan Documents.
SECTION 6.
CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective (the "FOURTH AMENDMENT
EFFECTIVE DATE") only upon receipt of the following items by Agent:
(a) counterparts hereof duly executed by each Credit Party and
Requisite Lenders (or, in the case of any Lender, telex or telephone
confirmation from such Lender of its execution hereof);
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(b) duly executed originals of an officer's certificate dated
the Fourth Amendment Effective Date certifying that attached thereto is a true,
correct and complete copy of the Xxxxxxxxx Employment Agreement and Xxxxxxxxx
Change in Control Agreement, which Agreements are in full force and effect and
have not been amended, supplemented or otherwise modified;
(c) evidence satisfactory to Agent that Borrower has
completed, or in the event not completed, a written action plan detailing how
Borrower intends to complete (including an estimated time frame), any
environmental due diligence required for the proposed sale of Borrower's real
property at 0000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxxxxx;
(d) an amendment fee equal to $75,000 payable to Agent for the
ratable benefit of Lenders; and
(e) such other documents as Agent may reasonably request.
SECTION 7.
MISCELLANEOUS
A. EFFECT OF AMENDMENT. Except as specifically provided
herein, this Amendment does not in any way waive, amend, modify, affect or
impair the terms and conditions of the Credit Agreement or the other Loan
Documents, and all terms and conditions of the Credit Agreement and the other
Loan Documents are hereby ratified and confirmed and shall remain in full force
and effect unless otherwise specifically amended, waived, modified or changed
pursuant to the terms and conditions of this Amendment.
On and after the Fourth Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement", "thereunder",
"thereof", or words of like import referring to the Credit Agreement shall mean
and be a reference to the Credit Agreement as modified by this Amendment.
B. FEES AND EXPENSES. Borrower acknowledges that all costs,
fees and expenses as described in Section 11.3 of the Credit Agreement incurred
by Agent, Lenders and their respective counsel with respect to this Amendment
and the documents and transactions contemplated hereby shall be for the account
of Borrower.
C. HEADINGS. Section and subsection headings in this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND
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PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
E. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, including by telecopy, and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWER:
XXXXXXX PIANO & ORGAN COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
AGENT AND LENDERS:
GENERAL ELECTRIC CAPITAL
CORPORATION, AS AGENT FOR ITSELF AND
LENDERS
By: /s/ Xxxxx XxXxxxxx
-----------------------------------------------
Name: Xxxxx XxXxxxxx
---------------------------------------
Title: Its Duly Authorized Signatory
---------------------------------------
OTHER CREDIT PARTIES:
THE WURLITZER COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
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XXXXXXX TRADING COMPANY
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
THE XXXXXXX PIANO COMPANY (CANADA) LIMITED
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxx
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
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