**Exhibit 4.10**

 

**NINTHAMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT**

 

This NINTHAMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated asof February 8, 2006 (this “Amendment”), to the Existing Credit Agreement (ashereinafter defined), by and among (i) CONN-SELMER, INC., f/k/a THE SELMERCOMPANY, INC., a Delaware corporation, and the surviving corporation ofthe merger of United Musical Instruments USA, Inc. and United InstrumentsHoldings, 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 amendedfrom time to time) as Guarantors (the “Guarantors”), (iv) the lenders (the “Lenders”)from time to time party to the Existing Credit Agreement (defined below) and(v) GMAC COMMERCIAL FINANCE LLC (successor by merger to GMAC Commercial Credit,LLC), a Delaware limited liability company, as administrative agent for theLenders hereunder (in such capacity, the “Administrative Agent”).

 

RECITALS

 

A.            The Borrowers, the Guarantors, theAdministrative Agent and the Lenders have entered into the Existing CreditAgreement, pursuant to which the Lenders are providing to the Borrowers an$85,000,000 revolving credit facility and a $22,500,000 term loan facility,each of which is secured by certain accounts receivable, real estate, and othercollateral of Conn-Selmer and Steinway and guaranteed by the Guarantors.

 

B.            Steinway Musical Instruments, Inc. (“SMI”)has requested that the Lenders consent: (i) to SMI’s issuance of $175,000,000 7.0%Senior Notes due 2014 (the “New Senior Notes”) which will be guaranteed by theBorrowers and the Guarantors and (ii) to SMI’s use of the proceeds of theissuance of the New Senior Notes to repurchase or redeem all of SMI’soutstanding 83⁄4% Senior Notes due 2011 (the “Old Notes”) and to pay alloutstanding accrued interest thereon and any premiums, penalties, fees andexpenses incurred in connection therewith (the issuance of the New Senior Notesand the use of proceeds described in (i) and (ii) above are referred to hereinas the “Transaction”).

 

C.            The Lenders have agreed to consentto the Transaction subject to the conditions described herein and the partieshereto desire to amend certain provisions of the Existing Credit Agreement ashereinafter provided to effectuate the same.

 

D.            In consideration of the foregoingand of the mutual covenants and undertakings herein contained, the partieshereto hereby agree that the Existing Credit Agreement is amended ashereinafter provided.

 

ARTICLE IDefinitions

 

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

 

“ExistingCredit Agreement”: the Second Amended and Restated Credit Agreement, datedas of

 

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September 14, 2000, among (i) Selmer, (ii)Steinway, (iii) the Guarantors, (iv) the Lenders and (v) the AdministrativeAgent as amended or otherwise modified from time to time prior to the effectivedate of this Ninth Amendment.

 

“New SeniorNotes”: those certain Senior Notes issued by SMI in the aggregate principalface amount not to exceed $175,000,000 pursuant to the New Senior NotesIndenture.

 

“New SeniorNotes Holders”: the holders of the New Senior Notes.

 

“New SeniorNotes Indenture”: that certain Indenture relating to the New Senior Notesto be entered into among the New Steinway Senior Notes Parties and the NewSenior Notes Trustee.

 

“ NewSenior Notes Trustee”: The Bank of New York, as trustee for the New SeniorNotes Holders pursuant to the New Senior Notes Indenture and any successors orassigns of such trustee.

 

“NewSteinway Senior Notes Parties”: SMI, Conn-Selmer, The Steinway PianoCompany, Inc., Steinway, Inc., S&B Retail, Inc., Boston Piano Company andThe O.S. Kelly Company.

 

(b)           Unless otherwise indicated,capitalized terms that are used but not defined herein shall have the meaningsascribed to them in the Existing Credit Agreement.

 

ARTICLE II

Representations

 

1.             Representations. Each of theBorrowers and Guarantors hereby represents 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 withinits powers and has been duly authorized, is not in contravention of any law(s)which might have a material adverse effect upon it, the Collateral, itsoperations, financial condition or prospects, or in contravention of the termsof its by-laws, certificate of incorporation, declaration of trust or otherdocuments relating to its formation, as applicable, or to the conduct of itsbusiness or of any material agreement or undertaking to which it is a party orby which it is bound, and will not conflict with or result in any breach of anyof the provisions of, or constitute a default under, or result in the creationof any Lien upon any of its assets under, the provisions of any agreement,charter, instrument, by-law, declaration of trust or other instrument to whichit is a party 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 in whichqualification 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 ofcreditors’ rights generally and by general equitable principles (whetherenforcement is sought by proceedings in equity or at law).

 

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

 

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

 

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

 

(g)           It has not granted and will not grantany Lien on any of its property or assets to the New Senior Notes Trustee orany New Senior Notes Holder.

 

ARTICLE III

Amendments to Existing Credit Agreement

 

1.             Amendments to Section 1. Section1.1 of the Existing Credit Agreement is hereby amended by deleting the followingdefinitions in their entirety and replacing them with the following:

 

“Senior Notes”:those certain Senior Notes issued by SMI from time to time in the aggregateprincipal face amount not to exceed $175,000,000 pursuant to the Senior NotesIndenture, and any guarantees of the Senior Notes and any refinancing of thesame with senior notes or subordinated notes that are issued by SMI, and anysubsequent refinancings thereof that comply with the terms hereof, providedthat (i) such refinancing is on similar and customary terms and conditions thatare no less favorable in any material respect to the Loan Parties or theLenders than the terms governing the Senior Notes and (ii) the amount of suchrefinancing is in a principal amount not to exceed (1) the principal amount ofindebtedness so refinanced plus (2) unpaid accrued interest on suchindebtedness being refinanced plus (3) premiums, penalties, fees and expensesactually incurred by SMI or the Guarantors in connection with the repayment andrefinancing thereof.

 

“Senior NotesIndenture”: that certain Indenture, dated as of April 19, 2001, among theSteinway Senior Notes Parties and the Senior Notes Trustee, as amended,supplemented or otherwise modified from time to time, including any Indentureexecuted in connection with a refinancing of the Senior Notes issuedthereunder.

 

2.             Amendment to Section 6.17. Section6.17 of the Existing Credit Agreement is hereby amended by inserting in theeleventh line thereof after the words “immediately set forth above,” the words “refinancingspermitted under Section 9.2(e) and Section 9.2(f) of this Agreement orotherwise permitted pursuant the definition of Senior Notes,”.

 

3.             Amendment to Section 9.4(a).Section 9.4(a) of the Existing Credit Agreement is hereby amended by insertingin the second line thereof after the words “Senior Subordinated Notes” thewords “and Senior Notes,”.

 

3.             Amendment to Section 9.20. Section9.20 of the Existing Credit Agreement is hereby amended by inserting in thefourth line thereof after the words “or other Basic Documents” the words “,except in accordance with the refinancing of Senior Subordinated Notes or theSenior Notes in accordance with Section 9.2(e) or Section 9.2(f), respectively,or otherwise in accordance with the definition of Senior Notes”.

 

4.             Amendment to Section 9.21(a).Section 9.21(a) of the Existing Credit Agreement is hereby amended by insertingin the third line thereof after the words “activity incident thereto” the words“, (ii) incurring and refinancing Indebtedness permitted pursuant to the termshereof,” and replacing the words “and (ii)” with the words “and (iii)”.

 

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5.             Amendment to Section 9.21(b).Section 9.21(b) of the Existing Credit Agreement is hereby amended by insertingin the second line thereof after the words “activity incident thereto” thewords “, (ii) incurring and refinancing Indebtedness permitted pursuant to theterms hereof,” and replacing the words “and (ii)” with the words “and (iii)”.

 

ARTICLE IV

Consent and Agreement

 

1.             The Administrative Agent and theLenders hereby  consent to the executionand delivery of the New Senior Notes Indenture (including the guarantees setforth therein), the issuance of the New Senior Notes and the use of theproceeds thereof to repurchase or redeem the Old Notes (including the paymentof any unpaid accrued interest thereon plus any premiums, penalties, fees andexpenses actually incurred by SMI or the Guarantors in connection with suchredemption) (notwithstanding any Lien that the Administrative Agent and the Lendersmay have in such proceeds).

 

ARTICLE V

Conditions to Effectiveness

 

ThisAmendment, and the modifications to the Existing Credit Agreement provided forherein, shall become effective on the date (the “Ninth 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.             No Default or Event of Defaultshall have occurred and be continuing.

 

3.             All corporate and otherproceedings, and all documents, instruments and other legal matters inconnection with the transactions contemplated by the Existing Credit Agreementand this Amendment shall be reasonably satisfactory in form and substance tothe Administrative Agent, and the Administrative Agent shall have received suchother documents in respect of any aspect or consequence of the transactionscontemplated hereby or thereby as it shall reasonably request.

 

ARTICLE VI

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 Loan Documentsexecuted 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.

 

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(b)           This Amendment may be executed by oneor more of the parties hereto on any number of separate counterparts, and allof said counterparts taken together shall be deemed to constitute one and thesame instrument. A set of the copies of this Amendment signed by all theparties shall be lodged with each of the Borrowers and the AdministrativeAgent, as the Administrative Agent. This Amendment may be delivered byfacsimile transmission of the relevant signature pages hereof.

 

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IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered as of the day and year first above written.

 

 
| **CONN-SELMER,  INC**.,                                                         |
|---------------------------------------------------------------------------------|
| Borrower                                                                        |
|                                                                            |
|                                                                            |
| By:                                                                             | /s/ Dennis  M. Hanson |   |
|   Title:  Senior Executive Vice President                             |
|                                                                            |
|                                                                            |
| **STEINWAY,  INC**.,                                                            |
| Borrower                                                                        |
|                                                                            |
|                                                                            |
| By:                                                                             | /s/ Dennis  M. Hanson |   |
|   Title:  Senior Executive Vice President and Chief Financial Officer |
|                                                                            |   |
|                                                                            |   |
| **GMAC  COMMERCIAL FINANCE LLC**                                                |
| (successor  by merger to GMAC Commercial Credit, LLC),                          |
| as Administrative  Agent                                                        |
|                                                                            |
|                                                                            |
| By:                                                                             | /s/ Harvey  Winter |   |
|   Title:  Senior Vice President                                       |
|                                                                            |
| **GMAC  COMMERCIAL FINANCE LLC**                                                |
| (successor  by merger to GMAC Commercial Credit, LLC),                          |
| as Lender                                                                       |
|                                                                            |
|                                                                            |
| By:                                                                             | /s/ Harvey  Winter |   |
|   Title:  Senior Vice President                                       |

 

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| **FLEET  CAPITAL CORPORATION**,          |
|------------------------------------------|
| as Lender                                |
|                                     |
|                                     |
| By:                                      | /s/  Christopher M. O’Halloran |   |
|   Title:  Vice President       |
|                                     |
|                                     |
| **THE BANK  OF NEW YORK**,               |
| as Lender                                |
|                                     |
|                                     |
| By:                                      | /s/ John M.  Foley, Jr. |   |
|  Title:  Vice President             |
|                                     |
| **BANKNORTH,  N.A.**,                    |
|  as  Lender                         |
|                                     |
|                                     |
|  By:                                | N/A |   |
|   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:                                | N/A |   |
|   Title:                       |

 

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SCHEDULE I

 

GUARANTORS

 

**SteinwayMusical 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:  Senior Executive Vice President and Chief Financial Officer |
|                                                                |
| 600  Industrial Parkway                                             |
| Elkhart, IN  46516                                                  |
|                                                                |
|                                                                |
| **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                                          |

 

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| **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                             |
|                                                                |
| P.O. Box  1267                                                      |
| 318 E. North  Spring Street                                         |
| Springfield,  OH 45503                                              |

 

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