**Exhibit 4.1**

** **

**GMAC COMMERCIAL CREDIT LLC - STEINWAY MUSICALINSTRUMENTS, INC.**

** **

 

**SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATEDCREDIT AGREEMENT**

** **

 

**MAY 26, 2004**

 

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**SEVENTH AMENDMENT TO**

**SECOND AMENDED AND RESTATEDCREDIT**

**AGREEMENT**

** **

SEVENTH AMENDMENT TO SECOND AMENDED ANDRESTATED CREDIT AGREEMENT, dated as of May 26, 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, andthe 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 signatorieshereto and identified on Schedule I (as may be amended from time to time) asGuarantors (the “Guarantors”), (iv) the lenders (the “Lenders”)from time to time party to the Agreement (defined below) and (v) GMAC COMMERCIALCREDIT LLC, a New York limited liability company (the “Administrative Agent”),as administrative agent for the Lenders hereunder.

 

RECITALS

 

## A.            The Borrowers, Guarantors, the AdministrativeAgent and the Lenders have entered into the Existing Credit Agreement, pursuantto which the Lenders are providing to the Borrowers an $85,000,000 revolvingcredit facility, a $22,500,000 term loan facility and a $45,000,000 term loanfacility, each of which are secured by certain accounts receivable, realestate, and other collateral of Conn-Selmer and Steinway and guaranteed by theGuarantors.  The parties desire to amendcertain provisions of the Existing Credit Agreement as hereinafter provided.

 

## B.            In consideration of the foregoing and of themutual covenants and undertakings herein contained, the parties hereto herebyagree that the Existing Credit Agreement is amended as hereinafter provided.

 

ARTICLEI

Definitions

 

### 1.             Definitions.           (a) In addition to the definitions set forth in the heading and the recitalsto this Amendment, the following definitions shall apply hereto:

 

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

 

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

 

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(b)           Unless otherwise indicated, capitalized terms that are used but notdefined herein shall have the meanings ascribed to them in the Existing CreditAgreement.

 

ARTICLEII

Representations

 

### 1.             Representations. Each of the Borrowers and Guarantors hereby represents and warrants asfollows:

 

#### (a)           It has full power, authority and legal right to enter into this Amendmentand perform all of its respective obligations hereunder. The execution,delivery and performance hereof is within its powers and has been dulyauthorized, is not in contravention of any Requirement of Law which might havea material adverse effect upon it, the Collateral, its operations, financialcondition or prospects, or in contravention of the terms of its by-laws,certificate of incorporation, declaration of trust or other documents relatingto its formation, as applicable, or to the conduct of its business or of anymaterial agreement or undertaking to which it is a party or by which it isbound, and will not conflict with or result in any breach of any of theprovisions of, or constitute a default under, or result in the creation of anyLien 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 aparty or by which it or its assets may be bound.

 

#### (b)           It is duly organized and in good standing under the laws of itsrespective state of organization and it is qualified to do business and is ingood standing in each jurisdiction where qualification and good standing arenecessary for it to conduct its businesses and own its properties and where thefailure to so qualify would have a Material Adverse Effect.

 

#### (c)           This Amendment has been duly executed and delivered on its behalf andthis Amendment constitutes its legal, valid and binding obligation, enforceableagainst it in accordance with its terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganization, moratorium orsimilar laws affecting the enforcement of creditors’ rights generally and bygeneral equitable principles (whether enforcement is sought by proceedings inequity 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 andeffect.

 

#### (f)            No Default or Event of Default has occurredand is continuing.

 

ARTICLEIII

Amendmentto Existing Credit Agreement

 

Schedule 2.1 to the Existing Credit Agreement is herebydeleted and replaced by Schedule 2.1 attached hereto.

 

2

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ARTICLEIV

Conditionsto Effectiveness

 

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

 

### 1.             This Seventh Amendment shall have been dulyexecuted and delivered by each party thereto.

 

### 2.             Each of the representations and warrantiesmade by the Borrowers and Guarantors in or pursuant to the Loan Documents shallbe true and correct in all material respects on and as of the Seventh AmendmentEffective Date as if made on and as of such date (except to the extent the samerelate to another, earlier date, in which case they shall be true and correctin all material respects as of such earlier date).

 

### 3.             No Default or Event of Default shall haveoccurred and be continuing.

 

### 4.             All corporate and other proceedings, and alldocuments, instruments and other legal matters in connection with thetransactions contemplated by the Existing Credit Agreement and this Amendmentshall be reasonably satisfactory in form and substance to the AdministrativeAgent, and the Administrative Agent shall have received such other documents inrespect of any aspect or consequence of the transactions contemplated hereby orthereby as it shall reasonably request.

 

ARTICLEV

Miscellaneous

 

### 1.             No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby and by thedocuments related hereto, the provisions of the Existing Credit Agreement andthe other Loan Documents shall remain in full force and effect.

 

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

 

### 3.             Governing Law; Counterparts. (a) This Amendment and the rights andobligations of the parties hereto shall be governed by, and construed andinterpreted 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 onany number of separate counterparts, and all of said counterparts takentogether shall be deemed to constitute one and the same instrument. A set ofthe copies of this Amendment signed by all the parties shall be lodged witheach of the Borrowers and the Administrative Agent, as the AdministrativeAgent. This Amendment may be delivered by facsimile transmission of therelevant signature pages hereof.

 

IN WITNESS WHEREOF, the parties hereto havecaused this Amendment to be duly executed and delivered as of the day and yearfirst above written.

 

3

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|                                        | **CONN-SELMER, INC.,**          |
|---------------------------------------------|---------------------------------|
|                                        |                            | **Borrower** |
|                                        |                            |   |
|                                        |                            |   |
|                                        | **By**                          | **/s/ Dennis M. Hanson** |
|                                        |                            | **Title:** |
|                                        |                            |   |
|                                        |                            |   |
|                                        | **STEINWAY, INC.,**             |
|                                        |                            | **Borrower** |
|                                        |                            |   |
|                                        | **By**                          | **/s/ Dennis M. Hanson** |
|                                        |                            | **Title:** |
|                                        |                            |   |
|                                        |                            |   |
|                                        | **GMAC COMMERCIAL CREDIT LLC,** |
|                                        | **as Administrative Agent**     |
|                                        |                            |   |
|                                        | **By**                          | **/s/ Harvey Winter** |
|                                        |                            | **Title: Vice President** |
|                                        |                            |   |
|                                        |                            |   |
|                                        | **GMAC COMMERCIAL CREDIT LLC,** |
|                                        | **as Lender**                   |
|                                        |                            |   |
|                                        | **By**                          | **/s/ Harvey Winter** |
|                                        |                            | **Title: Vice President** |
|                                        |                            |   |
|                                        |                            |   |
|                                        | **FLEET CAPITAL CORPORATION,**  |
|                                        | **as Lender**                   |
|                                        |                            |   |
|                                        | **By**                          | **/s/ Daniel P. Corcoran** |
|                                        |                            | **Title: Senior Vice President** |
|                                        |                            |   |
|                                        |                            |   |
|                                        | **THE BANK OF NEW YORK,**       |
|                                        | **as Lender**                   |
|                                        |                            |   |
|                                        | **By**                          | **/s/ John M. Foley** |
|                                        |                            | **Title:** |
|                                        |                            |   |
|                                        |                            |   |
| **[Signatures continue on following page]** |                            |   |

 

4

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| **[Signatures continued from preceding page]** |                                  |                            |
|------------------------------------------------|---------------------------------------|---------------------------------|
|                                           |                                  |                            |
|                                           |                                  |                            |
|                                           | **BANKNORTH, N.A.,**                  |
|                                           | **as Lender**                         |
|                                           |                                  |                            |
|                                           | **By**                                | **/s/ Mark M. Evitts**          |
|                                           |                                  | **Title:**                      |
|                                           |                                  |                            |
|                                           | **LASALLE BUSINESS CREDIT, LLC**      |
|                                           | **as Lender**                         |
|                                           |                                  |                            |
|                                           | **By**                                | **/s/ Daniel K. Clancy**        |
|                                           |                                  | Title: First Vice President     |
|                                           |                                  |                            |
|                                           |                                  |                            |
|                                           | **ISRAEL DISCOUNT BANK OF NEW YORK,** |
|                                           | **as Lender**                         |
|                                           |                                  |                            |
|                                           | **By**                                | **/s/ Ronald Bongiovanni**      |
|                                           |                                  | Title: Senior Vice President    |
|                                           |                                  |                            |
|                                           |                                  |                            |
|                                           | **ISRAEL DISCOUNT BANK OF NEW YORK,** |
|                                           | **as Lender**                         |
|                                           |                                  |                            |
|                                           | **By**                                | **/s/ Andy Allta**              |
|                                           |                                  | Title: Assistant Vice President |

 

5

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**SCHEDULE I**

 

GUARANTORS

 
| Steinway Musical  Instruments, Inc., |                 |
|--------------------------------------|----------------------|
| Guarantor                            |                 |
|                                 |                 |   |
| By:                                  | /s/ Dennis M. Hanson |   |
| Title:                               |                 |
|                                 |                 |   |
| 800 South Street                     |                 |
| Suite 505                            |                 |
| Waltham, MA 02453                    |                 |
|                                 |                 |   |
|                                 |                 |   |
| The Steinway Piano  Company, Inc.,   |                 |
| Guarantor                            |                 |
|                                 |                 |   |
| By:                                  | /s/ Dennis M. Hanson |   |
| Title:                               |                 |
|                                 |                 |   |
| 600 Industrial Parkway               |                 |
| Elkhart, IN 46516                    |                 |
|                                 |                 |   |
| The SMI Trust,                       |                 |
| Guarantor                            |                 |
|                                 |                 |   |
| By:                                  | /s/ Dennis M. Hanson |   |
| Title:                               |                 |
|                                 |                 |   |
| 800 South Street                     |                 |
| Suite 425                            |                 |
| Waltham, MA 02453                    |                 |
|                                 |                 |   |
|                                 |                 |   |
| S&B Retail, Inc.,                |                 |
| Guarantor                            |                 |
|                                 |                 |   |
| By:                                  | /s/ Dennis M. Hanson |   |
| Title:                               |                 |
|                                 |                 |   |
| 455 Route 17 South                   |                 |
| Paramus, New Jersey 07652            |                 |

 

6

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| Boston Piano Company,  Inc., |                 |
|------------------------------|----------------------|
| Guarantor                    |                 |
|                         |                 |   |
| By:                          | /s/ Dennis M. Hanson |   |
| Title:                       |                 |
|                         |                 |   |
| 37-11 19th  Avenue           |                 |
| Long Island City, NY 11105   |                 |
|                         |                 |   |
| The O.S. Kelly Company,      |                 |
| Guarantor                    |                 |
|                         |                 |   |
| By:                          | /s/ Dennis M. Hanson |   |
| Title:                       |                 |
|                         |                 |   |
| P.O. Box 1267                |                 |
| 318 E. North Spring Street   |                 |
| Springfield, OH 45503        |                 |

 

7

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**SCHEDULE 2.1**

**LENDER COMMITMENTS**

 

Term Loan A Commitment

 
| **Lender**                  |   | **Term Loan  A Commitment** |          |   |   |
|-----------------------------|--------|-----------------------------|---------------|--------|--------|
|                        |   |                        |          |   |   |
| GMAC Commercial  Credit LLC |   | $                           | 4,904,330.08  |   |   |   |
| Fleet Capital  Corporation  |   | $                           | 4,139,357.21  |   |   |   |
| Banknorth                   |   | $                           | 2,522,969.84  |   |   |   |
| The Bank of New  York       |   | $                           | 2,531,202.35  |   |   |   |
| LaSalle                     |   | $                           | 1,932,637.07  |   |   |   |
| Israel Discount  Bank       |   | $                           | 1,538,931.32  |   |   |   |
|                        |   |                        |          |   |   |
| TOTAL:                      |   | $                           | 17,569,427.87 |   |   |   |

 

 

Term Loan B Commitment

 
| **Lender**                  |   | **Term Loan  B Commitment** |          |   |   |
|-----------------------------|--------|-----------------------------|---------------|--------|--------|
|                        |   |                        |          |   |   |
| GMAC Commercial  Credit LLC |   | $                           | 7,481,891.29  |   |   |   |
| Fleet Capital  Corporation  |   | $                           | 6,314,872.78  |   |   |   |
| Banknorth                   |   | $                           | 3,848,963.20  |   |   |   |
| The Bank of New  York       |   | $                           | 3,861,522.45  |   |   |   |
| LaSalle                     |   | $                           | 2,948,370.14  |   |   |   |
| Israel Discount  Bank       |   | $                           | 2,347,745.07  |   |   |   |
|                        |   |                        |          |   |   |
| TOTAL:                      |   | $                           | 26,803,364.93 |   |   |   |

 

 

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 |   |   |   |
| The Bank of New  York       |   | $                                | 12,215,228.45 |   |   |   |
| LaSalle                     |   | $                                | 9,350,000.00  |   |   |   |
| Israel Discount  Bank       |   | $                                | 7,445,271.55  |   |   |   |
|                        |   |                             |          |   |   |
| TOTAL:                      |   | $                                | 85,000,000    |   |   |   |

 

 

Total Commitment

 
| **Revolving Credit, Term Loan A, and Term Loan B** |   |   |           | **Percentage** |   |
|----------------------------------------------------|--------|--------|----------------|----------------|--------|
|                                               |   |   |           |           |   |
| GMAC Commercial  Credit LLC                        |   | $      | 36,143,721.37  |           | 27.95  | % |
| Fleet Capital  Corporation                         |   | $      | 30,480,229.99  |           | 23.56  | % |
| Banknorth                                          |   | $      | 18,577,933.04  |           | 14.36  | % |
| The Bank of New  York                              |   | $      | 18,607,953.25  |           | 14.37  | % |
| LaSalle                                            |   | $      | 14,231,007.21  |           | 11.00  | % |
| Israel Discount  Bank                              |   | $      | 11,331,947.94  |           | 8.76   | % |
|                                               |   |   |           |           |   |
| TOTAL:                                             |   | $      | 129,372,792.80 |           | 100.00 | % |

 

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