# **Exhibit 4.1**

# **EXECUTION COPY**

**THIRD AMENDMENT TO SECOND AMENDED ANDRESTATED CREDIT AGREEMENT**

THIRD AMENDMENT TO SECONDAMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 31, 2001 (this “Amendment”),to the Existing Credit Agreement (as hereinafter defined), by and among (i) THESELMER COMPANY, INC., a Delaware corporation (“Selmer”), (ii) STEINWAY,INC., a Delaware corporation (“Steinway”), (iii) UNITED MUSICALINSTRUMENTS USA, INC., an Indiana corporation (“UMI” and together withSelmer and Steinway, the “Borrowers”), (iv) those signatorieshereto and identified on Schedule I (as may be amended from time to time) asGuarantors (the “Guarantors”), (v) the lenders (the “Lenders”)from time to time party to the Agreement (defined below) and (vi) GMAC COMMERCIALCREDIT 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 theExisting Credit Agreement, pursuant to which the Lenders are providing to theBorrowers a $85,000,000 revolving credit facility, a $22,500,000 term loanfacility and a $45,000,000 term loan facility, each of which are secured bycertain accounts receivable, real estate, and other collateral of Selmer,Steinway and UMI and guaranteed by the Guarantors.  The parties desire to amend certain provisions of the ExistingCredit Agreement as hereinafter provided.

Inconsideration of the foregoing and of the mutual covenants and undertakingsherein contained, the parties hereto hereby agree that the Existing CreditAgreement is amended as hereinafter provided.

ARTICLE IDefinitions

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 or otherwise modifiedfrom time to time up to and including this Amendment.

“Existing CreditAgreement”: the Second Amended and Restated Credit Agreement, dated as ofSeptember 14, 2000, among (i) Selmer, (ii) Steinway, (iii) UMI, (iv) theGuarantors, (v) the Lenders and (vi) the Administrative Agent as amended orotherwise modified from time to time prior to the Third Amendment EffectiveDate.

(b)  Unless otherwise indicated, capitalizedterms that are used but not defined herein shall have the meanings ascribed tothem in the Existing Credit Agreement.

ARTICLE IIRepresentations

1.            Representations.  Each of the Borrowers and Guarantors herebyrepresents and warrants as follows:

(a)           It has full power, authority andlegal right to enter into this Amendment and perform all of its respectiveobligations 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 goodstanding under the laws of its respective state of organization and it isqualified to do business and is in good standing in each jurisdiction wherequalification and good standing are necessary for it to conduct its businessesand own its properties and where the failure to so qualify would have aMaterial Adverse Effect.

(c)           This Amendment has been duly executedand delivered on its behalf and this Amendment constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms, exceptas 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 issought by proceedings in equity or at law).

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

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

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

ARTICLE IIIAmendments to Existing Credit Agreement

1.             Amendmentsto Section 1.  (a) Section 1.1 ofthe Existing Credit Agreement is hereby amended by inserting the followingdefined terms in the appropriate alphabetical order:

“Agent’s Advance”:the making or deemed making by the Administrative Agent of any advance to theBorrowers in connection with the borrowing of a Revolving Credit Loan or a TermLoan (including, without limitation, Deemed Borrowings).

“Alternate SettlementDate”: as defined in Section 5.6(c).

“Deemed Borrowing”:a Revolving Credit Loan deemed to have been requested by a Borrower inconnection with the charging of an Obligation (including, without limitation,interest, principal, fees or other amounts owed by the Borrowers hereunder) toan account of the Borrowers by the Administrative Agent pursuant Section 3.7hereof.

“Settlement Date”:with respect to (i) each Agent’s Advance, (ii) each repayment (including anyprepayment) of any Revolving Credit Loan, Term Loan A or Term Loan B, and (iii)each payment by the Borrowers to the Administrative Agent for the account ofthe Lenders of interest on the Loans, commitment fees or other amounts due theLenders hereunder, the first Friday occurring after the date of such Agent’sAdvance, repayment or payment (or, if such Friday shall not be a Business Day,then the Business Day next succeeding such Friday) and any Alternate SettlementDate.”

(b)           Section 1.1 of the Existing CreditAgreement is hereby amended by deleting in the second line of the definition ofthe term “Selmer Revolving Interest Note” the number “$30,000,000” andreplacing it with the number “$42,000,000”.

(c)           Section 1.1 of the Existing Credit Agreementis hereby amended by deleting in the second line of the definition of the term“Steinway Revolving Interest Note” the number “$30,000,000” and replacing itwith the number “$47,600,000”.

2.             Amendmentto Section 3.1(a).  Section 3.1(a)of the Existing Credit Agreement is hereby deleted in its entirety and replacedwith the following:

“(a)  Subject to the terms and conditions hereof,each Lender severally agrees to make revolving credit loans (“RevolvingCredit Loans”) to the Borrowers from time to time during the RevolvingCredit Commitment Period in an aggregate principal amount at any one timeoutstanding as to all Borrowers, together with such Lender’s Revolving CreditCommitment Percentage of any L/C Obligations then outstanding, not to exceed thelesser of (A) the amount of such Lender’s Revolving Credit Commitment then ineffect and (B) such Lender’s Revolving Credit Commitment Percentage of theRevolver Borrowing Base then in effect. During the Revolving Credit Commitment Period the Borrowers may use theRevolving Credit Commitments by borrowing, prepaying the Revolving Credit Loansin whole or in part, and reborrowing, all in accordance with the terms andconditions hereof.”

3.             Amendmentto Section 3.3.  Section 3.3 of theExisting Credit Agreement is hereby deleted in its entirety and replaced by thefollowing:

“3.3 Procedure forRevolving Credit Borrowing. The Borrowers may borrow under the RevolvingCredit Commitments during the Revolving Credit Commitment Period on anyBusiness Day in an aggregate principal amount not exceeding the lesser of (A)the aggregate Available RC Commitments then in effect and (B) the excessof the Revolver Borrowing Base then in effect over the aggregate Outstanding RCExtensions of Credit; provided, that the Borrowers shall give theAdministrative Agent irrevocable notice (which notice must be received by theAdministrative Agent prior to 10:00 a.m., New York City time, on therequested Borrowing Date, specifying (i) the amount to be borrowed, and (ii) therequested Borrowing Date.  Upon receiptof any such notice from the Borrowers, the Administrative Agent shall promptlynotify each Lender thereof.  Unless theAdministrative Agent has elected under Section 5.6(a) to make an Agent’sAdvance on behalf of the Lenders in the amount of such borrowing, each Lenderwill make the amount of it pro rata share of such borrowing available to theAdministrative Agent for the account of the Borrowers at the office of theAdministrative Agent specified in Section 12.6 prior to 11:00 a.m., New YorkCity time, on the Borrowing Date requested by the Borrowers in fundsimmediately available to the Administrative Agent, and, in either case, suchborrowing will then be made available to the Borrowers on the day so requestedby way of credit to the Borrowers’ operating account at such bank as theBorrowers may designate following a notice to the Administrative Agent inimmediately available funds.  DeemedBorrowings shall be made available to the Borrowers by disbursement of theproceeds thereof to the obligees of the Obligations giving rise to suchborrowings.”

4.             Amendmentsto Section 5.6.  Section 5.6 of theExisting Credit Agreement is hereby deleted in its entirety and replaced by thefollowing:

“5.6                         Pro Rata Treatmentand Payment and Settlement.

(a) The AdministrativeAgent may (but shall be under no obligation to) make available to the Borrowerson any Borrowing Date or the date of a Deemed Borrowing an Agent’s Advance inthe amount of the borrowing requested or deemed to have been requested by theBorrowers on such date, which Agent’s Advance shall be settled with the Lenderson the related Settlement Date; provided, that the Administrative Agentshall not be entitled to make any such Agent’s Advance with respect to anyborrowing requested by the Borrowers in a notice of borrowing deliveredpursuant to Section 3.3 for the account of any Lender to the extent that suchLender shall have prior to such borrowing notified the Administrative Agentthat such Lender will not make the amount that would constitute its Term LoanCommitment Percentage or Revolving Credit Commitment Percentage, as the casemay be, of such borrowing available to the Administrative Agent (each suchnotice, a “Lender’s Notice”).  Prior to2:00 p.m. on such Settlement Date, each Lender shall make the amount of itsTerm Loan Commitment Percentage or Revolving Credit Commitment Percentage ofsuch Agent’s Advance available to the Administrative Agent at its officespecified in Section 12.6 in funds immediately available to the AdministrativeAgent.  Such amounts shall be applied bythe Administrative Agent, first to the repayment in full of the outstandingprincipal amount of all Agent’s Advances made on behalf of the Lender deliveringsuch amounts, if any, and second to the funding of any then unfunded Loans tothe Borrowers required to be made by such Lender.  If a Lender has not made any part of its Term Loan CommitmentPercentage or its Revolving Credit Commitment Percentage of any Agent’s Advanceavailable to the Administrative Agent in accordance with the provisions of thisSection 5.6(a), the Administrative Agent shall be entitled to retain for itsown account out of payments made by the Borrowers (whether on, before or afterany Settlement Date) and otherwise payable to such Lender hereunder, theoutstanding principal amount of any Agent’s Advance made on behalf of suchLender plus interest thereon, at the rate per annum applicable to the Loans inrespect of which such Agent’s Advance was made from the Borrowing Date or dateof a Deemed Borrowing, as the case may be, to the date of such payment.  If the Borrowers shall fail to pay in fullany amount when due and the result of such failure shall be that there areavailable to the Administrative Agent insufficient funds for the payment ofsuch interest then each Lender shall pay to the Administrative Agent on theapplicable Settlement Date its pro rata share of the amount of any deficiencyand such amount shall constitute a Revolving Credit Loan (whether or not, aftergiving effect to such Revolving Credit Loan, the aggregate outstanding amountof the Revolving Credit Loans shall exceed the Revolver Borrowing Base).  Anything contained in this Agreement orotherwise to the contrary notwithstanding, except to the extent that a Lendershall have prior to a borrowing requested by the Borrowers in a notice ofborrowing delivered pursuant to Section 3.3 delivered to the AdministrativeAgent a Lender’s Notice in respect of such borrowing, each Lender’s obligationto make its Term Loan Commitment Percentage or Revolving Credit CommitmentPercentage of each borrowing available to the Administrative Agent as providedin this paragraph shall be absolute and unconditional and shall not be affectedby any circumstances, including, without limitation, (A) any setoff,counterclaim, recoupment, defense or other right which such Lender may now orhereafter have against the Administrative Agent, the Borrowers, any other LoanParty or any other Person for any reason whatsoever, (B) the occurrence orcontinuation of a Default or an Event of Default, (C) any material adversechange in the condition of the Borrowers or any other Loan Party, (D) anybreach or default of this Agreement or any of the other Loan Documents by anyPerson, or (E) any other circumstance, happening or event whatsoever,whether or not similar to any of the foregoing.  If such amount is not made available to the Administrative Agentby the required time on the related Settlement Date, such Lender shall pay tothe Administrative Agent, on demand, such amount with interest thereon at arate equal to the daily average Federal Funds Effective Rate for the perioduntil such Lender makes such amount immediately available to the AdministrativeAgent.  A certificate of the AdministrativeAgent submitted to any Lender with respect to any amounts owing under thisSection shall be conclusive in the absence of manifest error.  If such Lender’s Term Loan CommitmentPercentage or Revolving Credit Commitment Percentage, as applicable, of suchborrowing is not made available to the Administrative Agent by such Lenderwithin three Business Days of such Settlement Date, the Administrative Agentshall also be entitled to recover such amount with interest thereon at the rateper annum applicable to Alternate Base Rate Loans hereunder, on demand, fromthe Borrowers.  For the avoidance ofdoubt, delivery by a Lender to the Administrative Agent of a Lender’s Noticeshall not preclude the Administrative Agent from making Agent’s Advances forthe account of such Lender in respect of any Deemed Borrowings or relieve anysuch Lender from its obligation to make its Term Loan Commitment Percentage orRevolving Credit Commitment Percentage of each Deemed Borrowing available tothe Administrative Agent as provided in this paragraph.

(b) Each borrowing by theBorrowers from the Lenders hereunder, each settlement with the Lenders of anAgent’s Advance, each payment by the Borrowers on account of any commitment feehereunder and any reduction of the Term Loan Commitments or the RevolvingCredit Commitments of the Lenders shall be made pro rata according to therespective Term Loan Commitment Percentages or Revolving Credit CommitmentPercentages, as applicable, of the Lenders. On each Settlement Date, each payment (including each prepayment) by theBorrowers on account of principal of and interest on the Term Loans or theRevolving Credit Loans shall be applied pro rata according to the respectiveoutstanding principal amounts of the Term Loans or the Revolving Credit Loans,as applicable, then held by the Lenders. All payments (including prepayments) to be made by the Borrowershereunder, whether on account of principal, interest, fees or otherwise, shallbe made without set–off or counterclaim and shall be made prior to 12:00noon, New York City time, on the due date thereof to the Administrative Agent,for the account of the Administrative Agent and the Lenders, as applicable, atthe Administrative Agent’s office specified in Section 12.6, in Dollars andin immediately available funds.  TheAdministrative Agent shall distribute such payments to the Lenders on therelated Settlement Date in like funds as received.  If any payment hereunder becomes due and payable on a day otherthan a Business Day, such payment shall be extended to the next succeedingBusiness Day, and, with respect to payments of principal, interest thereonshall be payable at the then applicable rate during such extension.  If any payment on a Eurodollar Loan becomesdue and payable on a day other than a Business Day, the maturity thereof shallbe extended to the next succeeding Business Day unless the result of suchextension would be to extend such payment into another calendar month in whichevent such payment shall be made on the immediately preceding Business Day.

(c) Notwithstandinganything herein to the contrary, the Administrative Agent shall have the rightin its discretion applied in good faith to designate a date on which (i) in thecase of the settlement of an Agent’s Advance, each Lender shall make its TermLoan Commitment Percentage or its Revolving Credit Commitment Percentage, asthe case may be, of the Loan with respect to which such Agent’s Advance hasbeen made available to the Administrative Agent in accordance with the termshereof, and (ii) in the case of a repayment, prepayment or other payment by theBorrowers, the Administrative Agent shall distribute such repayment, prepaymentor other payment to the Lenders in accordance with the terms hereof (each suchdate, an “Alternate Settlement Date”), in each such case as the AdministrativeAgent deems appropriate (including, without limitation, the date of any suchAgent’s Advance, repayment, prepayment or other payment).  In such event, the Administrative Agentshall notify the Lenders in writing of such Alternate Settlement Date as soonas practicable after such designation.”

5.             Amendmentsto Section 9.12.  Section 9.12 ofthe Existing Credit Agreement is hereby deleted in its entirety and replacedwith the following:

“Section 9.12  Interest Notes.  At any time permit (i) the Selmer RevolvingInterest Note to have a balance in excess of $42,000,000 or (ii) the SteinwayRevolving Interest Note to have a balance in excess of $47,600,000.”

6.             Amendmentsto Section 12.1.  Section 12.1 ofthe Existing Agreement is hereby amended by inserting in the sixteenth linethereof after the words “this Section 12.1”, the words “or any provision ofthis Agreement or any other Loan Document that requires the consent of all ofthe Lenders”.

ARTICLE IVConditions to Effectiveness

This Amendment, and themodifications to the Existing Credit Agreement provided for herein, shallbecome effective on the date (the "Third Amendment Effective Date")on which all of the following conditions have been (or are concurrently being)satisfied:

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

2.            Each of the representations andwarranties made by the Borrowers and Guarantors in or pursuant to the LoanDocuments shall be true and correct in all material respects on and as of theThird Amendment Effective Date as if made on and as of such date (except to theextent the same relate to another, earlier date, in which case they shall betrue and correct in all material respects as of such earlier date).

3.            No Default or Event of Default shallhave occurred and be continuing.

4.            All corporate and other proceedings,and all documents, 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.

ARTICLE VIMiscellaneous

1.            Payment of Expenses. Withoutlimiting its obligations under Section 12.8 of the Agreement, the Borrowersjointly and severally agree to pay or reimburse the Administrative Agent forall of its reasonable costs and expenses incurred in connection with thisAmendment, including, without limitation, the reasonable costs and expenses ofPillsbury Winthrop LLP, counsel to the Administrative Agent and expresslyacknowledge that their obligations hereunder constitute “Obligations” withinthe meaning of the Existing Credit Agreement.

2.            No Other Amendments; Confirmation.  Except as expressly amended, modified andsupplemented hereby and by the documents related hereto, the provisions of theExisting Credit Agreement and the other Loan Documents shall remain in fullforce and effect.

3.            Affirmation by Loan Parties.  Each Loan Party hereby reaffirms itsobligations under the Loan Documents executed by such Loan Party.

4.             GoverningLaw; 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)           ThisAmendment may be executed by one or more of the parties hereto on any number ofseparate counterparts, and all of said counterparts taken together shall bedeemed to constitute one and the same instrument.  A set of the copies of this Amendment signed by all the partiesshall be lodged with each of the Borrowers and the Administrative Agent, as theAdministrative Agent.  This Amendmentmay be delivered by facsimile transmission of the relevant signature pageshereof.

IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be duly executed and delivered asof the day and year first above written.

 
|   | **THE  SELMER COMPANY, INC.,**                       |
|--------|------------------------------------------------------|
|   | Borrower                                             |
|   |                                                 |   |
|   | By                                                   | /s/  Dennis M. Hanson |
|   |                                                 | Title: | Senior  Executive Vice President and |
|   |                                                 |   | Chief  Financial Officer |
|   |                                                 |   |   |
|   | **STEINWAY,  INC.,**                                 |
|   | Borrower                                             |
|   |                                                 |   |
|   | By                                                   | /s/  Dennis M. Hanson |
|   |                                                 | Title: | Senior  Executive Vice President and |
|   |                                                 |   | Chief  Financial Officer |
|   |                                                 |   |   |
|   | **UNITED  MUSICAL INSTRUMENTS USA, INC.**,  Borrower |
|   |                                                 |   |
|   | By                                                   | /s/  Dennis M. Hanson |
|   |                                                 | Title: | Senior  Executive Vice President and |
|   |                                                 |   | Chief  Financial Officer |
|   |                                                 |   |   |
|   | **GMAC  COMMERCIAL CREDIT LLC**,                     |
|   | as  Administrative Agent                             |
|   |                                                 |   |
|   | By                                                   | /s/  Joseph Grimaldi |
|   |                                                 | Title: | President |
|   |                                                 |   |   |
|   | **GMAC  COMMERCIAL CREDIT LLC**,                     |
|   | as  Lender                                           |
|   |                                                 |   |
|   | By                                                   | /s/  Joseph Grimaldi |
|   |                                                 | Title: | President |
|   |                                                 |   |   |
|   | **FLEET  CAPITAL CORPORATION**,                      |
|   | as  Lender                                           |
|   |                                                 |   |
|   | By                                                   | /s/  Mark B. Schafer |
|   |                                                 | Title: | Vice  President |
|   |                                                 |
|   | **GUARANTY  BUSINESS CREDIT CORPORATION,**           |
|   | as  Lender                                           |
|   |                                                 |   |   |
|   | By                                                   | /s/  Harold Kessler |
|   |                                                 | Title: | Vice  President |

 

**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                               |
|                                            |   |
| **Emerson Musical Instruments, Inc.**,          |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| 28135 West Hively Avenue                        |
| Elkhart, IN 46517                               |
|                                            |   |
| **The Steinway Piano Company, Inc.**,           |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| 600 Industrial Parkway                          |
| Elkhart, IN 46516                               |
|                                            |   |
| **The SMI Trust**,                              |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| 800 South Street                                |
| Suite 425                                       |
| Waltham, MA 02453                               |
|                                            |   |
| **S&B Retail, Inc.**,                       |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| 455 Route 17 South                              |
| Paramus, New Jersey 07652                       |
|                                            |   |
| **Boston Piano Company, Inc.**,                 |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| 37-11 19th Avenue                               |
| Long Island City, NY 11105                      |
|                                            |   |
| **The O.S. Kelly Corporation**,                 |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| P.O. Box 1267                                   |
| 318 E. North Spring Street                      |
| Springfield, OH 45503                           |
|                                            |   |
| **The O.S. Kelly Company**,                     |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| P.O. Box 1267                                   |
| 318 E. North Spring Street                      |
| Springfield, OH 45503                           |
|                                            |   |
| **United Musical Instruments Holdings,  Inc.**, |
| Guarantor                                       |
|                                            |   |
| By:                                             | /s/ Dennis M. Hanson |
| Title:                                          | Senior Executive Vice President and |
|                                            | Chief Financial Officer |
|                                            |   |
| 100 Industrial Parkway                          |
| Elkhart, IN 46516                               |