IT, SMI, OR ANY OF
THEIR RESPECTIVE PRESENT OR FUTURE SUBSIDIARIES, SHALL BE OFFERED OR GRANTED TO
ANY OF THE FOLLOWING: ANY DEALER NOTE PURCHASE PARTY, THE SENIOR NOTES TRUSTEE,
THE SENIOR NOTES HOLDERS AND/OR ANY PERSON WHO UNDER THIS AGREEMENT THE LENDERS
ARE ENTITLED TO HAVE SUCH LOAN PARTY CAUSE TO ENTER INTO AN INTERCREDITOR
AGREEMENT WITH THE ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF THE LENDERS,
UNLESS AND UNTIL THE LENDERS ARE ADDITIONALLY OFFERED A GUARANTY FROM THE SAME
PARTY AND THE GUARANTY IS EXECUTED AND DELIVERED IN FAVOR OF THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF THE LENDERS FROM SUCH PARTY(IES), FOR ALL OF THE
OBLIGATIONS, WHICH GUARANTY MUST BE IN FORM AND SUBSTANCE ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, IN ITS SOLE DISCRETION, EXERCISED IN GOOD FAITH.
IN NO
EVENT SHALL A LOAN PARTY BECOME LIABLE FOR A GUARANTEE OBLIGATION IN RESPECT OF
A NON-GUARANTOR SUBSIDIARY.
LIMITATION ON FUNDAMENTAL CHANGES.
Except in connection with a Permitted Acquisition, in respect of clauses (a)
through (c) and clause (e) below,
ENTER INTO ANY MERGER, CONSOLIDATION OR OTHER REORGANIZATION WITH OR INTO ANY
OTHER PERSON, (B) ACQUIRE ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OR STOCK OF
ANY PERSON, (C) PERMIT ANY OTHER PERSON TO CONSOLIDATE WITH OR MERGE WITH IT,
(D) CHANGE ITS JURISDICTION OF INCORPORATION, OR (E) OTHERWISE ENGAGE IN ANY
OTHER MATERIAL CHANGES IN OR TO ITS CORPORATE STRUCTURE OR IDENTITY.
LIMITATION ON LEASES.
Enter as lessee into any lease arrangement for real or personal property (unless
capitalized) if after giving effect thereto, aggregate annual rental payments
for all leased property would exceed $6,000,000 plus any and all amounts due in
connection with land and building lease obligations in connection with Steinway
Hall, in any one fiscal year, but no lease payments may be made by a Loan Party
to a Loan Party or to a Non-Guarantor Subsidiary.
LIMITATION ON DIVIDENDS.
Declare, pay or make any dividend or distribution on any shares of its Capital
Stock (other than dividends or distributions payable in its Capital Stock, or
split-ups or reclassifications of its Capital Stock or dividends paid by a Loan
Party to a Loan Party), provided however, that the preceding limitations shall
not apply at any time to any transaction permitted by Section 9.9(c) hereof.
[RESERVED].
LIMITATION ON INVESTMENTS; ACQUISITIONS.
Make any acquisition of any Proposed Acquisition Target or Investments, except,
provided however, that if no Event of Default shall have occurred and be
continuing it may:
MAKE PERMITTED ACQUISITIONS.
MAKE INVESTMENTS (X) IN CONNECTION WITH PERMITTED ACQUISITIONS OF THE TYPE
DEFINED IN SECTION (B) OF THE DEFINITION OF PERMITTED ACQUISITIONS, AND (Y) IN
AGGREGATE AMOUNT NOT TO EXCEED (A) $50,000,000 LESS (B) THE AMOUNT OF ALL
PERMITTED ACQUISITIONS (OF THE TYPE
58
DEFINED IN SUBSECTION (A) OF THE DEFINITION OF PERMITTED ACQUISITIONS) MADE
PURSUANT TO SECTION 9.9(A) HEREOF, PROVIDED, THAT WITH RESPECT TO SUB-PARAGRAPH
(Y) ABOVE,
THAT NO SINGLE INVESTMENT SHALL EXCEED $15,000,000; PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL A LOAN PARTY MAKE