**Exhibit 4.1**

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

This TENTH AMENDMENT ANDCONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 1,2006 (this “Amendment”), to the Existing Credit Agreement (as hereinafterdefined), by and among (i) CONN-SELMER, INC., f/k/a THE SELMER COMPANY, INC., aDelaware corporation, and the surviving corporation of the merger of UnitedMusical Instruments USA, Inc. and United 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 be amended fromtime 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.            Borrower has requested certainamendments to the Existing Credit Agreement because the early repayment of bothTerm Loan B and the SMI 83⁄4% Senior Notes due 2011 (i) do not fall within thedefinition of Scheduled Payment and (ii) no longer automatically qualify as “extraordinaryitems” under GAAP and as such are not automatically excluded from thedefinition of Consolidated Cash Flow.

C.            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 in the heading and the recitalsto this Amendment, the following definitions shall apply hereto:

“Existing CreditAgreement”: the Second Amended and Restated Credit Agreement, dated as ofSeptember 14, 2000, among (i) Selmer, (ii) Steinway, (iii) the Guarantors, (iv)the Lenders and (v) the Administrative Agent as amended or otherwise modifiedfrom time to time prior to the effective date of this Tenth Amendment.

(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 IIRepresentations

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

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(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 IVhereof 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.               Amendments to Section 1.

(a)           The definition of “Consolidated CashFlow” in Section 1.1 of the Existing Credit Agreement is hereby amendedin its entirety to read as follows:

“ConsolidatedCash Flow” for SMI and its consolidated Subsidiaries, consolidated net incomedetermined in accordance with GAAP before deducting the following items(without any duplication): (i) Interest Expenses and financing charges, (ii)income taxes, (iii) depreciation, (iv) amortization, (v) extraordinary gainsand losses, (vi) Loss from Extinguishment, and (vii) all other non-cashcharges, in each case determined in accordance with GAAP.  Notwithstanding the foregoing, InterestIncome shall not be included in Consolidated Cash Flow.”

(b)           The following definition of “Lossfrom Extinguishment” is hereby added to Section 1.1 of the ExistingCredit Agreement:

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“Loss from Extinguishment”means all of Borrowers’ costs incurred in connection with the repayment of allobligations owing under Term Loan B and the SMI 83⁄4% Senior Notes due 2011.”

ARTICLE IVConditions to Effectiveness

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

1.             This Amendment shall have been duly executed anddelivered by each party thereto.

2.             No Default or Event of Default shall have occurred andbe continuing.

3.             All corporate and other proceedings, and all documents,instruments and other legal matters in connection with the transactionscontemplated by the Existing Credit Agreement and this Amendment shall bereasonably satisfactory in form and substance to the Administrative Agent, andthe Administrative Agent shall have received such other documents in respect ofany aspect or consequence of the transactions contemplated hereby or thereby asit shall reasonably request.

ARTICLE VMiscellaneous

1.             No Other Amendments; Confirmation. Except asexpressly amended, modified and supplemented hereby and by the documentsrelated hereto, the provisions of the Existing Credit Agreement and the otherLoan Documents shall remain in full force and effect.

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

3.             Governing Law; Counterparts.  (a) This Amendment and the rights and obligations of the parties heretoshall be governed by, and construed and interpreted in accordance with, thelaws of the State of New York.

(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 ofthis Amendment signed by all the parties shall be lodged with each of theBorrowers and the Administrative Agent, as the Administrative Agent.  This Amendment may be delivered by facsimiletransmission of the relevant signature pages hereof.

**[Signaturespages follow]**

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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: 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/ Daniel J. Murray                                                |   |   |   |
|                                                   | Title: Vice President                                               |   |   |
|                                                   |                                                                |   |
|                                                   |                                                                |   |
| **GMAC  COMMERCIAL FINANCE LLC**                       |                                                                |   |
| (successor by  merger to GMAC Commercial Credit, LLC), |                                                                |   |
| as Lender                                              |                                                                |   |
|                                                   |                                                                |   |
|                                                   |                                                                |   |
| By:                                                    | /s/ Daniel J. Murray                                                |   |   |   |
|                                                   | Title: Vice  President                                              |   |   |   |
|                                                   |                                                                |   |
|                                                   |                                                                |   |
| **[Signatures  continue on the following page]**       |                                                                |   |

 

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| **[Signatures continued from previous page]**                |                               |   |
|--------------------------------------------------------------|------------------------------------|--------|
| ** **                                                   |                               |   |
| ** **                                                   |                               |   |
| **FLEET  CAPITAL CORPORATION,**                              |                               |   |
| as Lender                                                    |                               |   |
|                                                         |                               |   |
|                                                         |                               |   |
| By:                                                          | /s/ Christopher M. O’Halloran |   |   |   |
|                                                         | Title: Vice  President             |   |   |   |
|                                                         |                               |   |
|                                                         |                               |   |
| **THE  BANK OF NEW YORK,**                                   |                               |   |
| as Lender                                                    |                               |   |
|                                                         |                               |   |
|                                                         |                               |   |
| By:                                                          | /s/ Anthony Creanza                |   |   |   |
|                                                         | Title: Vice  President             |   |   |   |
|                                                         |                               |   |
|                                                         |                               |   |
| **TD  BANKNORTH, N.A.,** (formerly known as Banknorth, N.A.) |                               |   |
| as Lender                                                    |                               |   |
|                                                         |                               |   |
|                                                         |                               |   |
| By:                                                          | /s/ Matthew Leighton               |   |   |   |
|                                                         | Title:                             |   |   |   |
|                                                         |                               |   |
|                                                         |                               |   |
| **LASALLE  BUSINESS CREDIT, LLC,**                           |                               |   |
| as Lender                                                    |                               |   |
|                                                         |                               |   |
|                                                         |                               |   |
| By:                                                          | N/A                                |   |   |   |
|                                                         | Title:                             |   |   |   |
|                                                         |                               |   |
|                                                         |                               |   |
| **ISRAEL  DISCOUNT BANK OF NEW YORK,**                       |                               |   |
| as Lender                                                    |                               |   |
|                                                         |                               |   |
|                                                         |                               |   |
| By:                                                          | N/A                                |   |   |   |
|                                                         | Title:                             |   |   |   |
|                                                         |                               |   |
|                                                         |                               |   |
| **[Signatures  continue on following page]**                 |                               |   |

 

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**[Signaturescontinued from previous page]**

 

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: 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                                          |                 |   |
|                                                                |                 |   |
|                                                                |                 |   |
| **[Signatures  continue on following page]**                        |                 |   |

 

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| **[Signatures continued from previous page]**                       |                 |   |
|---------------------------------------------------------------------|----------------------|--------|
| ** **                                                          |                 |   |
| ** **                                                          |                 |   |
| **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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