**Exhibit 4.1**

**EXECUTION COPY**

**SECOND AMENDMENT AND CONSENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT**

             SECONDAMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated asof April 19, 2001 (this “Amendment”), to the Existing Credit Agreement(as hereinafter defined), by and among (i) THE SELMER COMPANY, INC., a Delawarecorporation (“Selmer”), (ii) STEINWAY, INC., a Delaware corporation (“Steinway”),(iii) UNITED MUSICAL INSTRUMENTS USA, INC., an Indiana corporation (“UMI”and together with Selmer and Steinway, the “Borrowers”), (iv) thosesignatories hereto and identified on Schedule I (as may be amended from time totime) as Guarantors (the “Guarantors”), (v) the lenders (the “Lenders”)from time to time party to the Agreement (defined below) and GMAC COMMERCIALCREDIT LLC, a New York limited liability company (the “Administrative Agent”),as administrative agent for the Lenders hereunder.

RECITALS

             TheBorrowers, Guarantors, the Administrative Agent and the Lenders have enteredinto the Existing Credit Agreement, pursuant to which the Lenders are providingto Selmer and Steinway a $120,000,000 revolving credit facility, a $22,500,000term loan facility and a $45,000,000 term loan facility, each of which aresecured by certain accounts receivable, real estate, and other collateral ofSelmer, Steinway and UMI and guaranteed by the Guarantors.  Steinway Musical Instruments, Inc. (“SMI”)has requested that the Lenders consent: (i) to SMI’s issuance of $150,000,000__% Senior Notes due 2011 (the “Senior Notes”) which will be guaranteed by theBorrowers and the Guarantors and (ii) to SMI’s use of the proceeds of theissuance of the Senior Notes to redeem the Senior Subordinated Notes and toprepay certain Revolving Credit Loans and permanently reduce the AggregateMaximum Revolving Credit Commitment Amount to $85,000,000 (the issuance of theSenior Notes and the use of proceeds described in (i) and (ii) above arereferred to herein as the “Transaction”). The Lenders have agreed to consent to the Transaction subject to theconditions described herein and the parties hereto desire to amend certainprovisions of the Existing Credit Agreement as hereinafter provided toeffectuate the same.

             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.

ARTICLEIDefinitions

             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” means theExisting Credit Agreement as amended, supplemented or otherwise modified fromtime to time up to and including this Amendment.

             “ExistingCredit Agreement”: the Second Amended and Restated Credit Agreement, datedas of September 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 Second Amendment EffectiveDate.

             “RedemptionDocuments”: a duly executed, irrevocable Officers’ Certificate pursuant toSection 3.01 of the Senior Subordinated Notes Indenture directing the SeniorSubordinated Trustee to effect the redemption of all of the outstanding SeniorSubordinated Notes (and to pay to the Administrative Agent for application inaccordance with the Agreement any amounts not used to effect such redemption)and a sufficient number of copies of the irrevocable notice of redemption notifyingthe Senior Subordinated Note Holders of such redemption on or before June 30,2001 to be mailed to such note holders on the date of the effectiveness of theconsent set forth in Article IV hereof, in each case in form and substancesatisfactory to the Administrative Agent.

             “SeniorNotes”: those certain Senior Notes issued by SMI in the aggregate principalface amount not to exceed $150,000,000 pursuant to the Senior Notes Indenture.

             “SeniorNotes Documents”: the collective reference to the Senior Notes, the SeniorNotes Indenture, and the Senior Notes Purchase Agreement.

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

             “SeniorNotes Indenture”: that certain Indenture, dated as of April __, 2001, amongthe Steinway Senior Notes Parties and the Senior Notes Trustee, as in effect onthe date hereof.

             “SeniorNotes Purchase Agreement”: that certain Purchase Agreement, dated as ofApril __, 2001, by and between SMI and UBS Warburg LLC, providing for thepurchase and sale of the Senior Notes, as in effect on the date hereof.

             “SeniorNotes Trustee”: Firstar Bank, N.A., as trustee for the Senior Notes Holderspursuant to the Senior Notes Indenture and any successors or assigns of suchtrustee.

             “SteinwaySenior Notes Parties”: SMI, Selmer, Emerson, SPC, Steinway, SMIT, S&BRetail, Boston Piano Co., O.S. Kelly, The O.S. Kelly Company, UMI Holdings,UMI.

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

ARTICLEIIRepresentations

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

             (a)         It has full power, authority and legalright to enter into this Amendment and perform all of its respective obligationshereunder.  The execution, delivery andperformance hereof is within its powers and has been duly authorized, is not incontravention of any law(s) which might have a material adverse effect upon it,the Collateral, its operations, financial condition or prospects, or incontravention of the terms of its by-laws, certificate of incorporation,declaration of trust or other documents relating to its formation, asapplicable, or to the conduct of its business or of any material agreement orundertaking to which it is a party or by which it is bound, and will notconflict 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)        It is duly organized and in goodstanding under the laws of its respective state of organization and it is qualifiedto do business and is in good standing in which qualification and good standingare necessary for it to conduct its businesses and own its properties and wherethe failure to so qualify would have a Material 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’ rightsgenerally and by general equitable principles (whether enforcement is sought byproceedings 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.

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

             (g)        It has not granted any Lien on any ofits property or assets to the Senior Notes Trustee or any Senior Notes Holder.

ARTICLEIIIAmendments to Existing Credit Agreement

             1.                        Amendments to Section1.  (a) Section 1.1 of the ExistingCredit Agreement is hereby amended by inserting the following defined terms inthe appropriate alphabetical order:

                           ““Senior Notes”:those certain Senior Notes issued by SMI from time to time in the aggregate principal face amount not to exceed$150,000,000 pursuant to the Senior Notes Indenture.

                           “Senior NotesDocuments”: the collective reference to the Senior Notes, the Senior NotesIndenture, and the Senior Notes Purchase Agreement.

                           “Senior NotesHolders”: the holders of the Senior Notes.

                           “Senior NotesIndenture”: that certain Indenture, dated as of April __, 2001, among SMI,Selmer, Emerson, SPC, Steinway, SMIT, S&B Retail, Boston Piano Co., O.S.Kelly, The O.S. Kelly Company, UMI Holdings, UMI and the Senior Notes Trustee,as amended, supplemented and otherwise modified from time to time.

                           “Senior NotesPurchase Agreement”: that certain Purchase Agreement, dated as of April __,2001, by and between SMI and UBS Warburg LLC, providing for the purchase andsale of the Senior Notes, as amended, supplemented or modified from time totime.

                           “Senior NotesTrustee”: Firstar Bank, N.A., as trustee for the Senior Notes Holderspursuant to the Senior Notes Indenture and any successors or assigns of suchtrustee.”

                           “SMI Note”:that certain Subordinated Promissory Note of Selmer payable to SMI, dated April__, 2001 in an aggregate principal amount of $150,000,000.”

             (b)        Section 1.1 of the Existing CreditAgreement is hereby amended by deleting the definition of “Aggregate MaximumRevolving Credit Commitment Amount” in its entirety and replacing it with thefollowing:

                           ““AggregateMaximum Revolving Credit Commitment Amount”: $85,000,000; subject toreduction by the Borrowers in accordance with Section  3.5 hereof.”

             (c)         Section 1.1 of the Existing CreditAgreement is hereby amended by inserting at the end of the definition of theterm “Change in Control” the words “or any other event or condition that wouldconstitute a “Change of Control” as defined in the Senior Notes Indenture”.

             (d)        Section 1.1 of the Existing CreditAgreement is hereby amended by inserting in the third line of the definition ofthe term “Other Documents” after the words “the Senior Subordinated NoteDocuments,” the words “the Senior Notes Documents,”.

             (e)         Section 1.1 of the Existing CreditAgreement is hereby amended by inserting in the third line of the definition ofthe term “Scheduled Principal Payments” after the words “Senior SubordinatedNotes”, the words “, the Senior Notes”.

             (f)         Section 1.1 of the Existing CreditAgreement is hereby amended by deleting the definition of “Trustee” in itsentirety and replacing it with the following:

                           ““Trustees”:the collective reference to the Senior Trustee and the Senior SubordinatedTrustee.”

             2.                        Amendment to Section2.1(c).  Section 2.1(c) of theExisting Credit Agreement is hereby deleted in its entirety and replaced by thefollowing:

                           “(c) The Term Loansshall be Eurodollar Loans unless they are Converted to Alternate Base RateLoans in accordance with Section  5.2 hereof.”

             3.                        Amendment to Section3.1(b).  Section 3.1(b) of theExisting Credit Agreement is hereby deleted in its entirety and replaced by thefollowing:

                           “(b) The RevolvingCredit Loans shall be Eurodollar Loans unless they are Converted to AlternateBase Rate Loans in accordance with Section  5.2 hereof.”

             4.                        Amendments to Section3.7(a).  Section 3.7(a) of theExisting Credit Agreement is hereby amended by (i) deleting in the first,eighth and ninth lines the word “Lender” and replacing it with the words“Administrative Agent” and (ii) deleting in the sixth and seventh lines theword “Lender’s” and replacing it with the words “Administrative Agent’s”.

             5.                        Amendments to Section4.1(a). Section 4.1(a) of the Existing Credit Agreement is hereby amendedby: (i) deleting in the sixteenth line thereof the words “Lender retains” andreplacing them with the words “Lenders retain” and (ii) deleting in theseventeenth line thereof the words “to the Lender to terminate such Letter ofCredit prior to each extension date” and replacing them with the words “to theLenders to refuse to extend such Letter of Credit prior to such automaticextension”.

             6.                        Amendments to Section4.1(c). Section 4.1(c) of the Existing Credit Agreement is hereby amendedby:

             (i)inserting in the first line of subparagraph (iii) after the words“Administrative Agent” the words “for the benefit of the Lenders”;

             (ii)inserting in the second line of subparagraph (iv) after the words“Administrative Agent” the words “for the benefit of the Lenders”;

             (iii)inserting in the second, third, eleventh, thirteenth and fourteenth lines ofsubparagraph (v) after the words “Administrative Agent” the words “and eachLender”; and

             (iv)inserting in the tenth line of subparagraph (v) after the words “AdministrativeAgent” the words “or any Lender”.

             7.                        Amendment to Section5.2.  Section 5.2 of the ExistingCredit Agreement is hereby amended by deleting in the last line thereof thewords “the Loans shall bear interest at the Alternate Base Rate” and replacingthem with the words “the Loans shall be Alternate Base Rate Loans”.

             8.                        Amendment to Article5.  Article 5 of the Existing CreditAgreement is hereby amended by inserting the following language as Section 5.10thereof:

                           “Section 5.10   Increased Costs.  (a) If any Lender shall have determined thatthe adoption of or any change in any Requirement of Law regarding capitaladequacy or in the interpretation or application thereof or compliance by suchLender or any corporation controlling such Lender with any request or directiveregarding capital adequacy (whether or not having the force of law) from anyGovernmental Authority made subsequent to the date hereof shall have the effectof reducing the rate of return on such Lender’s or such corporation’s capitalas a consequence of its obligations hereunder to a level below that which suchLender or such corporation could have achieved but for such adoption, change orcompliance (taking into consideration such Lender’s or such corporation’spolicies with respect to capital adequacy) by an amount deemed by such Lenderto be material, then from time to time, the Borrowers shall promptly pay tosuch Lender such additional amount or amounts as will compensate such Lender orsuch corporation for such reduction.

                           (b) If any Lenderbecomes entitled to claim any additional amounts pursuant to this Section, itshall promptly notify the Borrowers (with a copy to the Administrative Agent)of the event by reason of which it has become so entitled.  A certificate as to any additional amountspayable pursuant to this Section submitted by such Lender to the Borrowers(with a copy to the Administrative Agent) shall be conclusive in the absence ofmanifest error.  The agreements in thisSection shall survive the termination of this Agreement and the payment ofthe Loans and all other amounts payable hereunder.  Notwithstanding the preceding provisions of this Section, noLender shall be entitled to receive any additional amount as compensation forany such reduction in return on capital experienced more than 180 days prior tothe date that such Lender has notified the Borrowers thereof.”

             9.                        Amendment to Section6.17.  Section 6.17 of the ExistingCredit Agreement is hereby deleted in its entirety and replaced with thefollowing:

                           “6.17                  Indebtedness. Except for the inter–company loan of Selmer to Vincent Bachpermitted pursuant to Section 9.2 of this Agreement, as of the Closing Date,the aggregate accounts payable and/or accrued expenses of it are not materiallydifferent from its Interim Balance Sheet, dated June 30, 2000, supplied to theAdministrative Agent and the Lenders. Without limiting the foregoing, (a) in the case of Selmer, itadditionally represents that as of the Closing Date: (i) the only Indebtednessdue or which may become due from Selmer (as well as from any other Loan Party)to Textron or its assignees arises or shall arise under or in connection withthe Textron Note Purchase Agreement; and (ii) the only Indebtedness due orwhich may become due from Selmer (as well as from any other Loan Party) to theholders of the Subordinated Notes are evidenced by the Senior SubordinatedNotes in an aggregate principal amount not to exceed $110,000,000, which are insubstantially the form heretofore provided to the Administrative Agent and (b)in the case of SMI, the only Indebtedness due or which may become due from SMI(as well as from any other Loan Party) to the holders of the Senior Notes areevidenced by the Senior Notes in an aggregate principal amount not to exceed$150,000,000, which are in substantially the form heretofore provided to theAdministrative Agent.  Except for theIndebtedness referred to in subsections (a) and (b) immediately set forthabove, the capital expenditures, Financing Leases and purchase moneyobligations permitted under Section 9.2 of this Agreement, the SMIT Notes, theSMI Note, and the Obligations to the Lenders arising from time to time underthis Agreement, no Loan Party has or shall have during the term of thisAgreement, any long term Indebtedness with a maturity of one year or more.”

             10.                      Amendment to Section8.2(k).  Section 8.2(k) of theExisting Credit Agreement is hereby amended by inserting in the first linethereof after the words “Textron, ITT,” the words “the Senior Notes Trustee,any Senior Notes Holder,”.

             11.                      Amendment to Section8.3.  Section 8.3 of the ExistingCredit Agreement is hereby amended by inserting in the eleventh line thereofafter the words “the Senior Subordinated Note Holders” the words “, the SeniorNotes Trustee, the Senior Notes Holders”.

             12.                      Amendment to Section8.16.  Section 8.16 of the ExistingCredit Agreement is hereby deleted in its entirety and replaced by thefollowing:

                           “8.16    Guarantees/General Security Agreements.  Causeeach of its future Subsidiaries that is not an “Unrestricted Subsidiary” (asdefined in the Senior Subordinated Indenture or the Senior Notes Indenture) andthat, under the terms of either the Senior Subordinated Indenture or the SeniorNotes Indenture, is required to become a “Guarantor” thereunder, to execute anddeliver to the Administrative Agent and each Lender an instrument pursuant towhich such Subsidiary shall become a Loan Party hereunder and bound hereby tothe extent set forth in Section 12.22 hereof and a separate Guarantee and suchSecurity Documents as shall be necessary or advisable, in the opinion of theAdministrative Agent, for such Subsidiary to grant Liens on substantially allof its property in favor of the Administrative Agent for the ratable benefit ofthe Lenders.  The Administrative Agentand each Lender shall also be entitled to such incumbency certificates,certified copies of charter documents and resolutions and such legal opinionsand other documents and instruments as shall be consistent with those deliveredpursuant to Section 7.2 hereof.”

             13.                      Amendment to Section8.17.  Section 8.17 of the ExistingCredit Agreement is hereby amended by inserting in the last line thereof afterthe words “Senior Subordinated Notes” the words  “or Senior Notes, in each case”.

             14.                      Amendments to Section9.2.  Section 9.2 of the ExistingCredit Agreement is hereby amended by:

             (i)adding at the end of paragraph (b) the words, “provided, that the same shall besubordinated to the Obligations and be evidenced by a written instrument whichhas been delivered and pledged to the Administrative Agent for the benefit ofthe Lenders”;

             (ii)deleting in the first line of subparagraph (f), “(f)” and replacing it with“(g)”;

             (iii)deleting in the first line of subparagraph (g), “(g)” and replacing it with“(h)”; and

             (iv)inserting the following language as new paragraph (f):

                           “(f)       the Senior Notes and any guarantees ofthe Senior Notes and any refinancings of the same with senior notes orsubordinated notes that are obligations of SMI provided that such refinancingsare on similar and customary terms and conditions that are no less favorable inany material respect to the Loan Parties or the Lenders than the termsgoverning the Senior Notes;”.

             15.                      Amendment to Section9.3(a).  Section 9.3(a) of theExisting Credit Agreement is hereby amended by inserting in the fifth linethereof after the words “Senior Subordinated Note Holders” the words “, theSenior Notes Trustee, the Senior Notes Holders”.

             16.                      Amendments to Section9.4.  (a) Section 9.4(a) of theExisting Credit Agreement is hereby amended by deleting in the third linethereof after the words “Textron Note Purchase Agreement”, the words “and (iii)except for” and replacing them with the words “, (iii) Guarantee Obligations inconnection with the Senior Notes, and (iv)”.

             (b)         Section 9.4(b) of the Existing CreditAgreement is hereby amended by inserting in the third line thereof after thewords “Senior Subordinated Note Holders” the words “the Senior Notes Trustee,the Senior Notes Holders”.

             17.                      Amendment to Section9.9.  Section 9.9 of the ExistingCredit Agreement is hereby amended by inserting in the twenty-sixth linethereof after the words “Senior Subordinated Note Holders” the words “, theSenior Notes Trustee, the Senior Notes Holders”.

             18.                      Amendments to Section9.11.  (a) Section 9.11(a) of theExisting Credit Agreement is hereby amended by deleting in the twenty-sixthline thereof the words “or (v)” and replacing them with the words “(v) therepurchase or redemption by SMI of not more than $14,000,000 aggregateprincipal amount of Senior Notes in any calendar year, provided that (A) noDefault or Event of Default has occurred and is continuing or would resulttherefrom and (B) the Borrowers have aggregate Available RC Commitmentsimmediately after such repurchase or redemption that equal or exceed$25,000,000, (vi) the refinancing of the Senior Notes in accordance withSection 9.2(f) hereof, (vii) the payment, prepayment or redemption by Selmer ofits Indebtedness to SMI under the SMI Note, or (viii)”.

             (b)Section 9.11 of the Existing Credit Agreement is hereby amended by insertingthe following language at the end of such Section as paragraph (c):

                           “(c)  SMI will not effect a legal or covenantdefeasance pursuant to Article 8 of the Senior Notes Indenture without theprior written consent of the Administrative Agent.”

             19.                      Amendments to Section9.15.  Section 9.15 of the ExistingCredit Agreement is hereby amended by (i) deleting in the second line the words“Loan” and replacing it with the word “Note” and (ii) deleting in the secondline thereof the words “and (c)” and replacing them with the words “, (c) theSenior Notes Documents and (d)”.

             20.                      Amendments to Section10.  (a) Section 10(c) of theExisting Credit Agreement is hereby amended by inserting in the first linethereof after the words “when due” the word “and”.

             (b)Section 10(i) of the Existing Credit Agreement is hereby amended by insertingin the ninth line thereof, after the words “General Intangibles and/or” theword “in”.

             (c)Section 10(n) of the Existing Credit Agreement is hereby amended by insertingin the fourth line thereof after the words “Textron, ITT” the words “, theSenior Notes Trustee, the Senior Notes Holders”.

             (d)Section 10(q) of the Existing Credit Agreement is hereby amended by insertingat the end thereof after the semicolon, the word “or”;

             (e)Section 10 of the Existing Credit Agreement is hereby amended by adding thefollowing language as paragraph (r):

                           “(r)  for any reason, Selmer does not redeem allof the outstanding Senior Subordinated Notes on or before June 30, 2001;

             (f)Section 10 of the Existing Credit Agreement is hereby amended by deleting inthe sixth line of the last paragraph of such Section the word “Lean” andreplacing it with the words “Loan”.

             21.                      Amendments to Section11.4.  Section 11.4 to the ExistingCredit Agreement is hereby amended by deleting the last sentence thereof in itsentirety and replacing it with the following:

                           “The AdministrativeAgent shall in all cases be fully protected in acting, or in refraining fromacting, under this Agreement and the other Loan Documents in accordance with arequest of the Lenders, the Required Lenders or the Majority Lenders asapplicable in accordance with the terms of this Agreement, and such request andany action taken or failure to act pursuant thereto shall be binding upon allthe Lenders and all future holders of the Loans.”

             22.                      Amendments to Section12.7.  Section 12.7 of the ExistingCredit Agreement is hereby amended by (i) inserting in the ninth line thereofafter the words “Administrative Agent” the words “and/or the Lenders, asapplicable” and (ii) inserting in the eleventh line thereof after the words“Administrative Agent” the words “and/or the Lenders as applicable”.

ARTICLEIVConsent and Agreement

             1.                        The Administrative Agentand the Lenders hereby (i) consent to the execution and delivery of the SeniorNotes Indenture (including the guarantees set forth therein), the issuance ofthe Senior Notes and the use of the proceeds thereof to redeem the SeniorSubordinated Notes (notwithstanding any Lien that the Administrative Agent andthe Lenders may have in such proceeds) and prepay the Revolving Credit Loans ashereinafter provided, (ii) subordinate all Liens that they may have under anyLoan Document in the Senior Subordinated Note Redemption Proceeds (ashereinafter defined) to the Lien of the Subordinated Notes Trustee solely forthe benefit of the holders of the Senior Subordinated Notes and (iii) consentto the amendment of the Senior Subordinated Note Indenture in the form attachedhereto as Exhibit A, subject in each such case to the conditions (whichare in addition to those set forth in Article V hereof) that, simultaneouslywith the issuance of the Senior Notes, and in no event later than April30, 2001, (x) SMI shall deliver or caused to be delivered to theSenior Subordinated Note Trustee the Redemption Documents together withimmediately available Dollars in an amount, not to exceed $114,000,000, equalto the amount required to redeem all outstanding Senior Subordinated Notes onor before June 30, 2001 (such funds, the “Senior Subordinated NoteRedemption Proceeds”) and the Administrative Agent shall have receivedsatisfactory evidence thereof, (y) SMI shall deliver to the AdministrativeAgent for application to the prepayment of any outstanding Revolving CreditLoans immediately available Dollars in an amount equal to the excess of the netproceeds of the Senior Notes over the amount delivered to the Subordinated NoteTrustee pursuant to the immediately preceding clause (x) and shall permanentlyreduce the Aggregate Maximum Revolving Credit Amount to $85,000,000, and (z) noLoan Party shall have granted a Lien in any of its property or assets to theSenior Notes Trustee or any Senior Notes Holder.  The parties hereto hereby acknowledge and agree that a failure bySMI to comply with the conditions set forth in the immediately precedingsentence shall be an Event of Default (as defined in the Agreement) and that insuch event or in the event that all of the outstanding Senior SubordinatedNotes are not redeemed on or before June 30, 2001, the subordination of suchLien shall be void ab initio and of no force and effect.  The Administrative Agent and the Lendersfurther agree that any Event of Default (as defined in the Agreement) whichshall occur and be continuing solely as the result of the occurrence of anEvent of Default as defined in the Senior Subordinated Notes Indenture on orafter the date hereof shall be deemed to be waived upon the payment of allamounts owing under the Senior Subordinated Notes, the satisfaction and dischargethereof and the satisfaction and discharge of all other obligations of any LoanParty to the Senior Subordinated Note Holders under the Senior SubordinatedIndenture unless such Event of Default (as defined in the Agreement) is also aDefault or Event of Default as defined in the Senior Notes Indenture.  The parties hereto hereby further agree thatthe Net Proceeds of the sale of any asset of any Loan Party shall first beapplied to the Obligations as set forth in Section 5.4 of the Agreement and (i)any excess of such Net Proceeds remaining after such application and (ii) anyproceeds of any sale of any Qualified Capital Stock (as defined in the SeniorNotes Indenture) shall be delivered to the Administrative Agent to be appliedto the outstanding Obligations in accordance with Section 12.4 of theAgreement.

ARTICLEVConditions to Effectiveness

             ThisAmendment, and the modifications to the Existing Credit Agreement provided forherein, shall become effective on the date (the "Second AmendmentEffective Date") on which all of the following conditions have been(or are concurrently being) satisfied:

             1.                        This Amendment shallhave been duly executed and delivered by each party thereto.

             2.                        the Administrative Agentshall have received executed copies of each of the Senior Notes Documents, inform and substance satisfactory to it.

             3.                        Each of therepresentations and warranties made by the Borrowers and Guarantors in orpursuant to the Loan Documents shall be true and correct in all materialrespects on and as of the Second Amendment Effective Date as if made on and asof such date (except to the extent the same relate to another, earlier date, inwhich case they shall be true and correct in all material respects as of suchearlier date).

             4.                        No Default or Event ofDefault shall have occurred and be continuing.

             5.                        The Administrative Agentshall have received, with a counterpart for each Lender, the executed legalopinion of Milbank Tweed Hadley & McCloy, counsel to the Borrowers, in formand substance satisfactory to the Lender and counsel to the Lender, andcovering such matters incident to the transactions contemplated by thisAgreement as the Administrative Agent may reasonably require.

             6.                        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.

ARTICLEVIMiscellaneous

             1.                        Payment of Expenses.Without limiting its obligations under Section 12.8 of the Agreement, theBorrowers jointly and severally agree to pay or reimburse the AdministrativeAgent for all of its reasonable costs and expenses incurred in connection withthis Amendment, including, without limitation, the reasonable costs and expensesof Cadwalader, Wickersham & Taft, counsel to the Administrative Agent andexpressly acknowledge that their obligations hereunder constitute “Obligations”within the meaning of the Existing Credit Agreement.

             2.                        No Other Amendments;Confirmation.  Except as expresslyamended, modified and supplemented hereby and by the documents related hereto,the provisions of the Existing Credit Agreement and the other Loan Documentsshall remain in full force and effect.

             3.                        Affirmation by LoanParties.  Each Loan Party herebyreaffirms its obligations under the Loan Documents executed by such Loan Party.

             4.                        Governing Law;Counterparts.  (a)  This Amendment and the rights andobligations of the parties hereto shall be governed by, and construed andinterpreted in accordance with, the laws of the State of New York.

             (b)                      This Amendment may beexecuted by one or more of the parties hereto on any number of separatecounterparts, and all of said counterparts taken together shall be deemed toconstitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall belodged with each of the Borrowers and the Administrative Agent, as theAdministrative Agent.  This Amendmentmay be delivered by facsimile transmission of the relevant signature pageshereof.

                           INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted and delivered as of the day and year first above written.

|   | **THE  SELMER COMPANY, 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 |
|   |                                       |   |   |
|   |                                       |   |   |
|   | **UNITED  MUSICAL INSTRUMENTS USA, INC.,** |
|   |                                       | Borrower |
|   |                                       |   |
|   |                                       |   |
|   | By                                         |  /s/   Dennis M. Hanson |
|   |                                       |  |
|   |                                       | Title: | Senior  Executive Vice President |
|   |                                       |   |   |
|   |                                       |   |   |
|   | **GMAC  COMMERCIAL CREDIT LLC,**           |
|   | as Administrative Agent and as a Lender    |
|   |                                       |
|   |                                       |
|   | By                                         |  /s/   Frank Imperato |
|   |                                       |  |
|   |                                       | Title: | Senior  Vice President |
|   |                                       |   |   |
|   |                                       |   |   |
|   | **GMAC  COMMERCIAL CREDIT LLC,**           |
|   | as Lender                                  |
|   |                                       |
|   |                                       |
|   | By                                         |  /s/   Frank Imperato |
|   |                                       |  |
|   |                                       | Title: | Senior  Vice President |
|   |                                       |   |
|   |                                       |   |
|   | **FLEET  CAPITAL CORPORATION,**            |
|   | as Lender                                  |
|   |                                       |
|   |                                       |
|   | By                                         |  /s/   Mark B. Schafer |
|   |                                       |  |
|   |                                       | Title: | Vice  President |
|   |                                       |   |   |
|   |                                       |   |   |
|   | **GUARANTY  BUSINESS CREDIT CORPORATION,** |
|   | as Lender                                  |
|   |                                       |
|   |                                       |
|   | By                                         |  /s/   Michael D. Haddad |
|   |                                       |  |
|   |                                       | Title: | 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 |
|                                            |   |
| 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 |
|                                            |   |
| 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 |
|                                            |   |
| 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 |
|                                            |   |
| 100 Industrial Parkway                          |
| Elkhart, IN 46516                               |