**Exhibit 4.7**

 

**GMAC COMMERCIAL CREDIT LLC - STEINWAYMUSICAL INSTRUMENTS, INC.**

 

**SIXTH AMENDMENT TO THE SECOND AMENDEDAND RESTATED CREDIT AGREEMENT**

 

**JANUARY 31, 2004**

 

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

 

SIXTH AMENDMENT TO SECONDAMENDED 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 Delawarecorporation, and the surviving corporation of the merger of United MusicalInstruments USA, Inc. and United Musical Instruments Holdings, Inc. with andinto Conn-Selmer, Inc. (“Conn-Selmer”), (ii) STEINWAY, INC., a Delawarecorporation (“Steinway” and together with Conn-Selmer, the “Borrowers”),(iii) those signatories hereto and identified on Schedule I (as may beamended from time to time) as Guarantors (the “Guarantors”), (iv) thelenders (the “Lenders”) from time to time party to the Agreement(defined below) and (v) GMAC COMMERCIAL CREDIT LLC, a New York limitedliability company (the “Administrative Agent”), as administrative agentfor 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 an $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 Conn-Selmerand Steinway and guaranteed by the Guarantors. The parties desire to amend certain provisions of the Existing CreditAgreement as hereinafter provided.

 

In consideration of theforegoing and of the mutual covenants and undertakings herein contained, theparties hereto hereby agree that the Existing Credit Agreement is amended ashereinafter provided.

 

ARTICLE I

Definitions

 

1.                                       Definitions.                                  (a)  In addition to the definitions set forth inthe heading and the recitals to this Amendment, the following definitions shallapply hereto:

 

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

 

“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 Agents as amended orotherwise modified from time to time prior to the Sixth Amendment EffectiveDate.

 

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(b)                                 Unlessotherwise indicated, capitalized terms that are used but not defined hereinshall have the meanings ascribed to them in the Existing Credit Agreement.

 

ARTICLE II

Representations

 

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

 

(a)                                  Ithas full power, authority and legal right to enter into this Amendment andperform all of its respective obligations hereunder. The execution, deliveryand performance hereof is within its powers and has been duly authorized, isnot in contravention of any Requirement of Law which might have a materialadverse effect upon it, the Collateral, its operations, financial condition orprospects, or in contravention of the terms of its by-laws, certificate ofincorporation, declaration of trust or other documents relating to itsformation, as applicable, or to the conduct of its business or of any materialagreement or undertaking to which it is a party or by which it is bound, andwill not conflict with or result in any breach of any of the provisions of, orconstitute a default under, or result in the creation of any Lien upon any ofits 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 itor its assets may be bound.

 

(b)                                 Itis duly organized and in good standing under the laws of its respective stateof organization and it is qualified to do business and is in good standing ineach jurisdiction where qualification and good standing are necessary for it toconduct its businesses and own its properties and where the failure to soqualify would have a Material Adverse Effect.

 

(c)                                  ThisAmendment has been duly executed and delivered on its behalf and this Amendmentconstitutes its legal, valid and binding obligation, enforceable against it inaccordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting the enforcement of creditors’ rights generally and by generalequitable principles (whether enforcement is sought by proceedings in equity orat law).

 

(d)**                                **Theconditions contained in Article IV hereof have been satisfied.

 

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

 

(f)                                    NoDefault or Event of Default has occurred and is continuing.

 

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ARTICLE III

Amendments to, andConsents Under, Existing Credit Agreement

 

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

 

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

 

3.                                       TheLenders hereby consent to the repurchase of 1,271,450 shares of SteinwayMusical Instruments Ordinary Common Stock held collectively by SunAmerica Life Insurance Company andSunAmerica, Inc., subsidiaries of AIG, Borrowers’ largest shareholder, inexchange for the issuance of $29,000,000 in principal amount of additionalSenior Notes as permitted under the Senior Note’s Indenture.

 

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

 

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

 

6.                                       TheLenders hereby consent to the Borrowers’ transfer of funds in the form ofcapital contributions to Non-Guarantor Subsidiaries solely to accommodateadvanced payments by such Non-Guarantor Subsidiaries to certain of the LoanParties.

 

ARTICLE IV

Conditions toEffectiveness

 

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

 

1.                                       ThisSixth Amendment shall have been duly executed and delivered by each partythereto.

 

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

 

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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.                                       NoDefault or Event of Default shall have occurred and be continuing.

 

4.                                       Allcorporate and other proceedings, and all documents, instruments and other legalmatters in connection with the transactions contemplated by the Existing CreditAgreement and this Amendment shall be reasonably satisfactory in form andsubstance to the Administrative Agent, and the Administrative Agent shall havereceived such other documents in respect of any aspect or consequence of thetransactions contemplated hereby or thereby as it shall reasonably request.

 

5.                                       TheBorrowers’ pay to the Administrative Agent, on behalf of the Lenders, anAmendment Fee equal to $50,000.

 

ARTICLE V

Miscellaneous

 

1.                                       NoOther 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.                                       Affirmationby Loan Parties.  Each Loan Partyhereby reaffirms its obligations under the Loan Documents executed by such LoanParty.

 

3.                                       GoverningLaw; Counterparts. (a) This Amendment and the rights and obligations of theparties hereto shall be governed by, and construed and interpreted inaccordance 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 thisAmendment signed by all the parties shall be lodged with each of the Borrowersand the Administrative Agent, as the Administrative Agent. This Amendment maybe delivered by facsimile transmission of the relevant signature pages hereof.

 

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

 
|   | **CONN-SELMER, INC.**, |
|--------|------------------------|
|   | Borrower               |
|   |                   |   |
|   |                   |   |
|   | By                     | /s/ Dennis M. Hanson |
|   |                   | Title: Executive Vice  President |

 

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|   | **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 onnext page]

 

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[Signatures continuedfrom 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 |
|   |                                |   |
|        |                                     |  |  |

 

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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                                           |

 

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| **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            |

 

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**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** | **%** |

 

 

 

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