Exhibit 4.1


TENTH
AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


This TENTH AMENDMENT AND
CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 1,
2006 (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
Delaware corporation, and the surviving corporation of the merger of United
Musical Instruments USA, Inc. and United Instruments Holdings, 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 amended from
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 the
Lenders hereunder (in such capacity, the “Administrative Agent”).


RECITALS


A.            The Borrowers, the Guarantors, the
Administrative Agent and the Lenders have entered into the Existing Credit
Agreement, 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 other
collateral of Conn-Selmer and Steinway and guaranteed by the Guarantors.


B.            Borrower has requested certain
amendments to the Existing Credit Agreement because the early repayment of both
Term Loan B and the SMI 83⁄4% Senior Notes due 2011 (i) do not fall within the
definition of Scheduled Payment and (ii) no longer automatically qualify as “extraordinary
items” under GAAP and as such are not automatically excluded from the
definition of Consolidated Cash Flow.


C.            In consideration of the foregoing
and of the mutual covenants and undertakings herein contained, the parties
hereto hereby agree that the Existing Credit Agreement is amended as
hereinafter provided.


ARTICLE I

Definitions


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


“Existing Credit
Agreement”: the Second Amended and Restated Credit Agreement, dated as of
September 14, 2000, among (i) Selmer, (ii) Steinway, (iii) the Guarantors, (iv)
the Lenders and (v) the Administrative Agent as amended or otherwise modified
from 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 meanings
ascribed to them in the Existing Credit Agreement.


ARTICLE II

Representations


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









 



 


(a)           It has full power, authority and
legal right to enter into this Amendment and perform all of its respective
obligations hereunder. The execution, delivery and performance hereof is within
its 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, its
operations, financial condition or prospects, or in contravention of the terms
of its by-laws, certificate of incorporation, declaration of trust or other
documents relating to its formation, as applicable, or to the conduct of its
business or of any material agreement or undertaking to which it is a party or
by which it is bound, and will not conflict with or result in any breach of any
of the provisions of, or constitute a default under, or result in the creation
of any Lien upon any of its assets under, the provisions of any agreement,
charter, instrument, by-law, declaration of trust or other instrument to which
it is a party or by which it or its assets may be bound.


(b)           It is duly organized and in good
standing under the laws of its respective state of organization and it is
qualified to do business and is in good standing in each jurisdiction in which
qualification and good standing are necessary for it to conduct its businesses
and own its properties and where the failure to so qualify would have a
Material Adverse Effect.


(c)           This Amendment has been duly executed
and delivered on its behalf and this Amendment constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).


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


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


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


ARTICLE III

Amendments to Existing Credit Agreement


1.               Amendments to Section 1.


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


“Consolidated
Cash Flow” for SMI and its consolidated Subsidiaries, consolidated net income
determined 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 gains
and losses, (vi) Loss from Extinguishment, and (vii) all other non-cash
charges, in each case determined in accordance with GAAP.  Notwithstanding the foregoing, Interest
Income shall not be included in Consolidated Cash Flow.”


(b)           The following definition of “Loss
from Extinguishment” is hereby added to Section 1.1 of the Existing
Credit Agreement:









 



 


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


ARTICLE IV

Conditions to Effectiveness


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


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


2.             No Default or Event of Default shall have occurred and
be continuing.


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


ARTICLE V

Miscellaneous


1.             No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby and by the documents
related hereto, the provisions of the Existing Credit Agreement and the 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 Documents executed by such Loan Party.


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


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


[Signatures
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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered 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/ 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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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/ 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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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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: 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