Exhibit 4.7


 


GMAC COMMERCIAL CREDIT LLC - STEINWAY
MUSICAL INSTRUMENTS, INC.


 


SIXTH AMENDMENT TO THE SECOND AMENDED
AND RESTATED CREDIT AGREEMENT


 


JANUARY 31, 2004


 

















 


SIXTH AMENDMENT TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT


 


SIXTH AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 31, 2004 (this
“Amendment”), to the Existing Credit Agreement (as hereinafter defined),
by and among (i) CONN-SELMER, INC., f/k/a THE SELMER COMPANY, INC., a Delaware
corporation, and the surviving corporation of the merger of United Musical
Instruments USA, Inc. and United Musical Instruments Holdings, Inc. with and
into Conn-Selmer, Inc. (“Conn-Selmer”), (ii) STEINWAY, INC., a Delaware
corporation (“Steinway” and together with Conn-Selmer, the “Borrowers”),
(iii) those signatories hereto and identified on Schedule I (as may be
amended from time to time) as Guarantors (the “Guarantors”), (iv) the
lenders (the “Lenders”) from time to time party to the Agreement
(defined below) and (v) GMAC COMMERCIAL CREDIT LLC, a New York limited
liability company (the “Administrative Agent”), as administrative agent
for the Lenders hereunder.


 


RECITALS


 


The Borrowers,
Guarantors, the Administrative Agent and the Lenders have entered into the
Existing Credit Agreement, pursuant to which the Lenders are providing to the
Borrowers an $85,000,000 revolving credit facility, a $22,500,000 term loan
facility and a $45,000,000 term loan facility, each of which are secured by
certain accounts receivable, real estate, and other collateral of Conn-Selmer
and Steinway and guaranteed by the Guarantors. 
The parties desire to amend certain provisions of the Existing Credit
Agreement as hereinafter provided.


 


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:


 


“Agreement”:  the Existing Credit Agreement as amended,
supplemented or otherwise modified from time to time up to and including this
Amendment.


 


“Existing Credit
Agreement”: the Second Amended and Restated Credit Agreement, dated as of
September 14, 2000, among (i) Selmer, (ii) Steinway, (iii) UMI, (iv) the
Guarantors, (v) the Lenders and (vi) the Administrative Agents as amended or
otherwise modified from time to time prior to the Sixth Amendment Effective
Date.


 

















 


(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.  Each of the Borrowers and Guarantors hereby
represents and warrants as follows:


 


(a)                                  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 is within its powers and has been duly authorized, is
not in contravention of any Requirement of Law 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 which 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.


 


(b)                                 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
each jurisdiction where 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.


 


(c)                                  This
Amendment has been duly executed and delivered on its behalf and this Amendment
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).


 


(d)                                 The
conditions contained in Article IV hereof have been satisfied.


 


(e)                                  Each
of the Loan Documents is on the date hereof in full force and effect.


 


(f)                                    No
Default or Event of Default has occurred and is continuing.


 


2

















 


ARTICLE III


Amendments to, and
Consents Under, Existing Credit Agreement


 


1.                                       Schedule 2.1
to the Existing Credit Agreement is hereby deleted and replaced by Schedule 2.1
attached hereto.


 


2.                                       Section 9.11
of the Existing Credit Agreement allows Borrowers to repurchase up to
$14,000,000 in Senior Notes in any calendar year, provided Borrowers are not in
default under the Existing Credit Agreement and provided the Borrowers have at
least $25,000,000 in excess availability after such purchase (the “Permitted
Bond Repurchases”).  The Lenders
hereby agree that Borrowers may roll the unused portion of the 2003 Permitted
Bond Repurchases into 2004, thereby allowing Borrowers to repurchase up to
$28,000,000 in Senior Notes in calendar year 2004, provided the conditions set
forth in Section 9.11 of the Existing Credit Agreement are met.


 


3.                                       The
Lenders hereby consent to the repurchase of 1,271,450 shares of Steinway
Musical Instruments Ordinary Common 
Stock held collectively by SunAmerica Life Insurance Company and
SunAmerica, Inc., subsidiaries of AIG, Borrowers’ largest shareholder, in
exchange for the issuance of $29,000,000 in principal amount of additional
Senior Notes as permitted under the Senior Note’s Indenture.


 


4.                                       The
Lenders hereby consent to the leasing by the Borrowers of their Nogales,
Arizona facility to a third party.


 


5.                                       The
Lenders hereby consent to an annual $250,000 contribution to Borrowers’
Supplemental Executive Retirement Plan (“SERP”) for the 2003 calendar
year.


 


6.                                       The
Lenders hereby consent to the Borrowers’ transfer of funds in the form of
capital contributions to Non-Guarantor Subsidiaries solely to accommodate
advanced payments by such Non-Guarantor Subsidiaries to certain of the Loan
Parties.


 


ARTICLE IV


Conditions to
Effectiveness


 


This Sixth Amendment, and
the modifications to the Existing Credit Agreement provided for herein, shall
become effective on the date (the “Sixth Amendment Effective Date”) on
which all of the following conditions have been (or are concurrently being)
satisfied:


 


1.                                       This
Sixth Amendment shall have been duly executed and delivered by each party
thereto.


 


2.                                       Each
of the representations and warranties made by the Borrowers and Guarantors in
or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of the Sixth Amendment Effective Date as if made on and as
of such date (except to


 


3

















 


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).


 


3.                                       No
Default or Event of Default shall have occurred and be continuing.


 


4.                                       All
corporate and other proceedings, and all documents, instruments and other legal
matters in connection with the transactions contemplated by the Existing Credit
Agreement and this Amendment shall be reasonably satisfactory in form and
substance to the Administrative Agent, and the Administrative Agent 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.


 


5.                                       The
Borrowers’ pay to the Administrative Agent, on behalf of the Lenders, an
Amendment Fee equal to $50,000.


 


ARTICLE V


Miscellaneous


 


1.                                       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 Loan Documents shall remain in full force and effect.


 


2.                                       Affirmation
by Loan Parties.  Each Loan Party
hereby reaffirms its obligations under the Loan Documents executed by such Loan
Party.


 


3.                                       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 each of the Borrowers
and the Administrative Agent, as the Administrative Agent. This Amendment may
be delivered by facsimile transmission of the relevant signature pages hereof.


 


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.


 


	
   

  	
  CONN-SELMER, INC.,

  
	
   

  	
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dennis M. Hanson

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  



 


4

















 


	
   

  	
  STEINWAY, INC.,

  
	
   

  	
  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dennis M. Hanson

  
	
   

  	
   

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL CREDIT LLC,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Daniel Manella

  
	
   

  	
   

  	
  Title: 
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL CREDIT LLC,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Daniel Manella

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET CAPITAL CORPORATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Daniel P. Corcoran

  
	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTY BUSINESS CREDIT

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay J. Garcia

  
	
   

  	
   

  	
  Title: Vice President

  
				



 


[Signatures continue on
next page]


 


5

















 


[Signatures continued
from preceding page]


 


	
   

  	
  BANK OF NEW YORK,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANKNORTH, N.A.,

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Guy J. Simmons

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE  BUSINESS CREDIT, LLC

  
	
   

  	
  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel K. Clancy

  
	
   

  	
   

  	
  Title: First Vice
  President

  
	
   

  	
   

  	
   

  
				



 


6

















 


SCHEDULE I


 


GUARANTORS


 


	
  Steinway Musical Instruments, Inc.,

  
	
  Guarantor

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis M. Hanson

  	
   

  
	
  Title:
  Senior Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
  800 South Street

  
	
  Suite 425

  
	
  Waltham, MA 02453

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Steinway Piano Company, Inc.,

  
	
  Guarantor

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis M. Hanson

  	
   

  
	
  Title: Executive
  Vice President

  
	
   

  	
   

  
	
  600 Industrial
  Parkway

  
	
  Elkhart, IN 46516

  
	
   

  	
   

  
	
   

  	
   

  
	
  The SMI Trust,

  
	
  Guarantor

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis M. Hanson

  	
   

  
	
  Title: Trustee

  
	
   

  	
   

  
	
  800 South Street

  
	
  Suite 425

  
	
  Waltham, MA 02453

  
	
   

  	
   

  
	
   

  	
   

  
	
  S&B Retail, Inc.,

  
	
  Guarantor

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis M. Hanson

  	
   

  
	
  Title: Executive
  Vice President

  
	
   

  	
   

  
	
  455 Route 17 South

  
	
  Paramus, New Jersey
  07652

  



 


7

















 


	
  Boston Piano Company, Inc.,

  
	
  Guarantor

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis M. Hanson

  	
   

  
	
  Title: Executive Vice
  President

  
	
   

  	
   

  
	
  37-11 19th
  Avenue

  
	
  Long Island City, NY
  11105

  
	
   

  	
   

  
	
   

  	
   

  
	
  The O.S. Kelly Company,

  
	
  Guarantor

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis M. Hanson

  	
   

  
	
  Title: Executive
  Vice President

  
	
   

  	
   

  
	
  P.O. Box 1267

  
	
  318 E. North Spring
  Street

  
	
  Springfield, OH 45503

  



 


8

















 


SCHEDULE 2.1


LENDER COMMITMENTS


 


Term Loan A Commitment


 


	
  Lender

  	
   

  	
  Term Loan
  A Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GMAC
  Commercial Credit LLC

  	
   

  	
  $

  	
  5,057,028.78

  	
   

  
	
  Fleet
  Capital Corporation

  	
   

  	
  $

  	
  4,262,740.54

  	
   

  
	
  Banknorth

  	
   

  	
  $

  	
  2,598,172.93

  	
   

  
	
  Guaranty
  Business Credit

  	
   

  	
  $

  	
  2,411,813.73

  	
   

  
	
  LaSalle

  	
   

  	
  $

  	
  1,990,243.88

  	
   

  
	
  The
  Bank of New York

  	
   

  	
  $

  	
  1,773,126.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
  $

  	
  18,093,126.23

  	
   

  



 


Term Loan B Commitment


 


	
  Lender

  	
   

  	
  Term Loan
  B Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GMAC
  Commercial Credit LLC

  	
   

  	
  $

  	
  7,977,152.34

  	
   

  
	
  Fleet
  Capital Corporation

  	
   

  	
  $

  	
  6,724,211.42

  	
   

  
	
  Banknorth

  	
   

  	
  $

  	
  4,098,458.23

  	
   

  
	
  Guaranty
  Business Credit

  	
   

  	
  $

  	
  3,804,488.04

  	
   

  
	
  LaSalle

  	
   

  	
  $

  	
  3,139,487.50

  	
   

  
	
  The
  Bank of New York

  	
   

  	
  $

  	
  2,796,997.96

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
  $

  	
  28,540,795.49

  	
   

  



 


Revolving Credit Commitment


 


	
  Lender

  	
   

  	
  Revolving
  Credit Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GMAC
  Commercial Credit LLC

  	
   

  	
  $

  	
  23,757,500.00

  	
   

  
	
  Fleet
  Capital Corporation

  	
   

  	
  $

  	
  20,026,000.00

  	
   

  
	
  Banknorth

  	
   

  	
  $

  	
  12,206,000.00

  	
   

  
	
  Guaranty
  Business Credit

  	
   

  	
  $

  	
  11,330,500.00

  	
   

  
	
  LaSalle

  	
   

  	
  $

  	
  9,350,000.00

  	
   

  
	
  The
  Bank of New York

  	
   

  	
  $

  	
  8,330,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
  $

  	
  85,000,000.00

  	
   

  



 


Total Commitment


 


	
  Revolving Credit, Term Loan A,
  and Term Loan B

  	
   

  	
   

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GMAC
  Commercial Credit LLC

  	
   

  	
  $

  	
  36,791,681.12

  	
   

  	
  27.95

  	
  %

  
	
  Fleet
  Capital Corporation

  	
   

  	
  $

  	
  31,012,951.96

  	
   

  	
  23.56

  	
  %

  
	
  Banknorth

  	
   

  	
  $

  	
  18,902,631.16

  	
   

  	
  14.36

  	
  %

  
	
  Guaranty
  Business Credit

  	
   

  	
  $

  	
  17,546,801.77

  	
   

  	
  13.33

  	
  %

  
	
  LaSalle

  	
   

  	
  $

  	
  14,479,731.38

  	
   

  	
  11.00

  	
  %

  
	
  The
  Bank of New York

  	
   

  	
  $

  	
  12,900,124.33

  	
   

  	
  9.80

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
  $

  	
  131,633,921.72

  	
   

  	
  100.00

  	
  %