Agreements":
those certain letter agreement(s) between
each of Steinway and Conn-Selmer, and the Administrative Agent, pertaining to
the utilization of divisions and/or tradestyles in the operation of the business
of the Loan Parties, substantially in the form of
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Exhibits G-1 and G-2, to this Agreement, as amended, supplemented or otherwise
modified from time to time.
"Transferee":
as defined in Section 12.10(f).
"Trigger Event": the occurrence of any of the following (i) Excess Availability
is less than $20,000,000 or (ii) an Event of Default.
"Trustee":
the Senior Notes Trustee.
"Type":
as to any Loan, its nature as a Alternate Base Rate Loan or a LIBOR
Loan.
""Vincent Bach" shall mean Vincent Bach International, Ltd., an English
corporation.
OTHER DEFINITIONAL PROVISIONS.
UNLESS OTHERWISE SPECIFIED THEREIN, ALL TERMS DEFINED IN THIS AGREEMENT SHALL
HAVE THE DEFINED MEANINGS WHEN USED IN ANY NOTES OR ANY CERTIFICATE OR OTHER
DOCUMENT MADE OR DELIVERED PURSUANT HERETO.
AS USED HEREIN AND IN ANY NOTES, AND ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT HERETO, ACCOUNTING TERMS RELATING TO EACH BORROWER AND ITS
SUBSIDIARIES NOT DEFINED IN SECTION 1.1 AND ACCOUNTING TERMS PARTLY DEFINED IN
SECTION 1.1, TO THE EXTENT NOT DEFINED, SHALL HAVE THE RESPECTIVE MEANINGS GIVEN
TO THEM UNDER GAAP.
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN
USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SCHEDULE AND EXHIBIT
REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
ALL TERMS USED HEREIN AND DEFINED IN THE UNIFORM COMMERCIAL CODE AS ADOPTED IN
THE STATE OF NEW YORK SHALL HAVE THE MEANING GIVEN THEREIN UNLESS OTHERWISE
DEFINED HEREIN.
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH
THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
[RESERVED].
AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS
REVOLVING CREDIT COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS HEREOF, EACH LENDER SEVERALLY AGREES TO MAKE
REVOLVING CREDIT LOANS ("REVOLVING CREDIT LOANS") TO THE BORROWERS FROM TIME TO
TIME DURING THE REVOLVING CREDIT COMMITMENT PERIOD IN AN AGGREGATE PRINCIPAL
AMOUNT AT ANY ONE TIME OUTSTANDING AS TO ALL BORROWERS, TOGETHER WITH SUCH
LENDER'S REVOLVING CREDIT COMMITMENT PERCENTAGE OF ANY L/C OBLIGATIONS THEN
OUTSTANDING, NOT TO EXCEED THE LESSER OF (A) THE AMOUNT OF SUCH LENDER'S
REVOLVING CREDIT COMMITMENT THEN IN EFFECT AND (B) SUCH LENDER'S REVOLVING
CREDIT COMMITMENT PERCENTAGE OF THE REVOLVER BORROWING BASE THEN IN EFFECT.
DURING THE REVOLVING CREDIT COMMITMENT PERIOD THE BORROWERS MAY USE THE
REVOLVING CREDIT COMMITMENTS BY BORROWING, PREPAYING THE REVOLVING CREDIT LOANS
IN WHOLE OR IN PART, AND REBORROWING, ALL IN ACCORDANCE WITH THE TERMS AND
CONDITIONS HEREOF.
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THE BORROWERS HAVE THE OPTION TO ELECT THE LIBOR RATE OR THE ALTERNATE BASE RATE
FOR ALL OR A PORTION OF THE LOANS.
IF BORROWERS ELECT ANY PORTION OF THE LOANS TO BEAR INTEREST AT THE LIBOR RATE
(EACH A LIBOR LOAN TRANCHE), EACH SUCH LOAN SHALL NOT BE IN A PRINCIPAL AMOUNT