Exhibit 10.29


 


AMENDED AND RESTATED LEASE AGREEMENT


 


THIS AMENDED AND RESTATED LEASE AGREEMENT
(the “Lease”) is made and entered into as of this day of March, 2005, by and
between Eugene M. Komblum, Trustee of THE EUGENE M. KORNBLUM TRUST AGREEMENT
DATED JULY 18, 1997, as to an undivided 25% interest as tenants in common;
Helen H. Komblum, Trustee of THE HELEN H. KORNBLUM TRUST AGREEMENT DATED JULY
11, 1997, as to an undivided 25% interest as tenants in common; and Carole A,
Simon, Trustee of THE CAROLE A. SIMON REVOCABLE TRUST U/T/A dated November
27,1991, as to an undivided 50% interest as tenants in common (hereinafter
collectively referred to as “Landlord”), and ST. LOUIS MUSIC, INC., a
corporation existing under the laws of the State of Missouri (hereinafter
referred to as “Tenant”).


 


RECITALS:


 


A.       Landlord and Tenant entered
into that certain Commercial Lease (“Original Lease”) dated as of December 20,
2001.


 


B.        Landlord and Tenant now
wish to amend and restate the Original Lease as set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing Recitals, the mutual covenants and obligations contained
herein and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged and confessed, Landlord and Tenant agree as
follows:


 


1.         Description of
Premises.


 


Landlord, for and in consideration of the rents, covenants and
agreements hereinafter mentioned and hereby agreed to be paid, kept and
performed by Tenant, has leased and by these presents does lease unto Tenant a
certain brick warehouse and office building together with all land surrounding
the same, containing approximately 3.47 acres in total, known and numbers as
1400 Ferguson, in the City of Pagedale and State of Missouri (hereinafter
referred to as the “Premises”).


 


2.         Lease Term.


 


This lease (hereinafter referred to as the “Lease”) shall commence on
the            day of March,
2005, and shall end on the 29th day of February, 2008, unless sooner terminated
pursuant to other provisions of this Lease.


 


3.         Use of Premises.


 


Tenant shall be entitled to have and to hold the Premises, subject to
the conditions herein contained, for any use permitted by law. Landlord and
Tenant shall comply with, and shall maintain the Premises in compliance with,
all laws and all requirements of all governmental authorities applicable to the
Premises and to the use thereof, and shall maintain the Premises in


 

















 


compliance with
the requirements of the insurance companies providing the insurance required by
subparagraph (b)(3) of Paragraph 4 below.


 


4.         Rental.


 


(a)       As fixed annual rent Tenant
shall pay directly to Landlord, or to such other person as Landlord designates,
without previous demand therefore, the sum of One Hundred Thirty Thousand One
Hundred Six and 08/100 Dollars ($130,106.08) per year, payable in equal monthly
installments of Ten Thousand Eight Hundred Forty-two and 17/100 Dollars ($
10,842.17) in advance on the first day of each and every month during the term
of the Lease.


 


(b)       As additional rental during
the term of this Lease, Tenant shall fully pay all costs and charges in
connection with or arising out of the following:


 


(1)       All taxes, assessments and
other governmental charges levied, during the term hereof, on the Premises or
any part thereof, including, but not limited to, all general and special
assessments, sewer taxes, water licenses, and any other taxes, penalties,
fines, interests and costs imposed upon or against the Premises or against any
of the personal property placed upon the Premises;


 


(2)       All electricity, water,
sewer use, gas, costs of operation of heating and air conditioning and other
utilities used on the Premises during the full term at this Lease;


 


(3)       All insurance premiums for
the following described insurance which Tenant hereby agrees to maintain on the
Premises, in the name of Landlord or such other person or entity as Landlord
may designate:


 


(A)      Insurance for all risks of
direct physical loss or damage to the Premises (subject to standard policy
exclusions) in an amount representing the full replacement costs of the
improvements located on the Premises, in insurance companies approved by
Landlord and authorized to do business in the State of Missouri; and


 


(B)       Insurance for public
liability coverage, protecting both Landlord and Tenant against any and all
claims for personal injury, loss of life or damage to property sustained or
claimed to have been sustained in, on or about the Premises or the building,
improvements and appurtenances located thereon or upon the adjoining sidewalks,
streets or alleyways. Such insurance shall be in such amounts and contain such
coverages as Landlord may reasonably require; and


 


(C)       A certificate or
certificates of the insurers that such insurance is in force and effect shall
be deposited with Landlord and shall contain an undertaking by the respective
insurers that the insurance policies shall not be canceled or modified
adversely to the interests of Landlord without at least thirty (30) days’ prior
notice to Landlord. Prior to the expiration of any such policy, Tenant shall
furnish Landlord with evidence satisfactory to Landlord that the policy has
been renewed or replaced or is no longer required by this Lease.


 


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(4)       All other expenses and
charges which shall be Incurred or shall be required in connection with the
possession, occupation, operation, alteration, maintenance, repair, protection,
preservation and use of the Premises (except as is otherwise specifically
provided for herein), it being intended that this Lease shall be a net net
lease to Landlord and that, except as is otherwise specifically provided for
herein, Landlord shall have no cost or expense in connection with the Premises
leased hereunder.


 


5.         Maintenance,
Repairs, Alterations and Restorations.


 


(a)       Tenant shall, at its sole
cost and expense, maintain and care for the building and improvements located
on the Premises, including landscaped areas, roadways and the parking areas,
except as otherwise provided in subparagraph (b) below. Tenant shall, at its
sole cost and expense, maintain and care for the interiors of the building and
improvements, including all plumbing, heating, air conditioning, electrical and
sewer systems, devices and installations. Tenant agrees to keep the Premises
free from any nuisance or filth upon or adjacent thereto, Except as otherwise
provided in subparagraph (b) below, all repairs and alterations deemed
necessary to the exterior and interior of the buildings and improvements
located on the Premises shall be made or constructed by Tenant with the consent
of Landlord; and all repairs, alterations, restorations, buildings and other
improvements so made or constructed shall remain as or become, as the case may
be, a part of the realty.


 


(b)       Landlord shall conduct all
maintenance and repairs to the roof of the building (including the replacement
thereof, should Landlord in its reasonable discretion determine that any
material defect thereto could not otherwise be repaired), and all structural
maintenance and repairs to the foundation and the exterior walls of the
building, as may be required for the preservation, protection or restoration of
the Premises, unless any such maintenance and/or repair is required as a result
of damage caused by the negligence or willful acts and/or omissions of Tenant,
its employees or invitees, on or after the date of this Lease. Landlord shall
also (i) conduct all maintenance and repairs to the Premises that are required
as a result of damage caused prior to the date of this Lease and (ii) perform
any such alterations to the Premises as are required by law, except and to the
extent such alterations are so required due to improvements or intended
improvements to the Premises by Tenant.


 


(c)       All repairs, alterations,
restorations, buildings and other improvements made or constructed to or on the
Premises shall be performed by the responsible party in a good and workmanlike
manner, shall be pursued by the responsible party with due diligence until the
Premises will again be fit for occupancy of Tenant, or until said construction
shall be reasonably deemed completed by Landlord, and shall be performed in
conformity with all applicable laws, ordinances, rules and regulations. Tenant
shall not, under any circumstances, allow or permit any lien for labor end
material to attach to the Premises.


 


(d)       Subject to paragraph 6(b)
below, Tenant shall pay for all costs and expenses incurred by Tenant arising
out of Tenant’s obligations to make the repairs or maintenance described in
subparagraph (a) above. Landlord shall also pay for all costs and expenses
incurred by Landlord arising out of Landlord’s obligations to make the repairs
or maintenance described in subparagraph (b) above.


 


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6.         Indemnification.


 


(a)       Tenant agrees that it will
protect, indemnify and save Landlord harmless from and against any penalty,
damage or charge imposed for any violation of any law or ordinance by Tenant,
its agents, employees or anyone acting on behalf of Tenant. Tenant further agrees
that it will protect, indemnify and save Landlord harmless from and against any
and all claims, suits, demands, causes of action, costs and liabilities arising
from Tenant’s use of the Premises on or after the date of this Lease, or from
any act permitted, or any omission to act, in or about the Premises by Tenant
or its employees or invitees on or after the date of this Lease, or from any
breach or default by Tenant of this Lease, except to the extent caused by
Landlord’s negligence or willful misconduct.


 


(b)       Landlord agrees that it
will protect, indemnify and save Tenant harmless from and against any and all
claims, suits, demands, causes of action, costs and liabilities arising from
any breach or default by Landlord of this Lease, except to the extent caused by
Tenant’s negligence or willful misconduct. Landlord further agrees that it will
protect, indemnify and save Tenant harmless from and against any and all
claims, suits, demands, causes of action, costs and liabilities associated
with, related to, or arising out of (i) the maintenance and repair of the roof,
including without limitation any removal, disposal or other remediation
required by law with respect to any asbestos containing materials (“ACMs”) or
presumed ACMs that may be present in the roof; (ii) any underground storage
tanks that may be or have been present on the Premises; and (iii) without
limitation to item (i) above, the presence of any ACMs or presumed aCMs on the
Premises; provided, however that Landlord shall have no such indemnification
obligation with respect to any remediation, maintenance, encapsulation,
removal, disposal, labeling or other actions with respect to any ACMs, presumed
ACMs or underground storage tanks except to the extent such action is required
under applicable laws.


 


7.         Damage
to Person or Property.


 


Landlord shall not be liable to Tenant or any other person or
corporation, including Tenant’s employees, for any damage to their person or
property caused by water, rain, snow, float, fire, storm and accidents, or by
breakage, stoppage or leakage of water, gas, heating and sewer pipes, air
conditioning units or plumbing upon about or adjacent to the Promises, except
and to the extent such damage is caused by Landlord’s failure to perform its
obligations under this Lease.


 


8.         Destruction
and Eminent Domain.


 


(a)       Should the entire area of
the Premises, or such portion thereof as to interfere materially with or
curtail the operations of Tenant’s business for a period in excess of sixty
(60) days, be destroyed by fire or other cause or be acquired or taken by
condemnation by any public or quasi-public authority or under the power of
eminent domain, this Lease may at the option of Tenant, be terminated and of no
further force and effect from and after the date of such total destruction or
the effective date of the taking by such public or quasi-public authority.


 


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Tenant shall have
no interest in nor shall it share in any insurance proceeds or condemnation
award received by Landlord for the Premises.


 


(b)       Should only a portion of the Premises be so destroyed,
acquired or condemned, and the portion thus destroyed or taken be of such an
amount as not to interfere materially with or curtail the operations of Tenant’s
business for a period in excess of sixty (60) days, then this Lease shall
continue in full force and effect as to the portion not so destroyed or taken
with a reduction in the fixed annual rent proportionate to the area of the
Premises so destroyed or taken for a period up to, but not exceeding, six (6)
months, provided that Landlord has in force business interruption insurance
payable to the lender of any
indebtedness of Landlord which is secured by the premises in an amount
sufficient to pay the debt service on such indebtedness during the period of
rent reduction. The parties shall make all of the repairs and improvements
deemed necessary in order to restore the Premises to its original condition and
shall perform, pursue and complete said repairs and improvements in accordance
with the terms and provisions of Paragraph 5 above. The costs and expenses
incurred by Tenant in making said repairs and improvements shall be paid for by
Tenant and shall be reimbursed by Landlord, but only to the extent paid for by
the insurance proceeds or condemnation award received by Landlord. Upon
completion of said repairs and improvements in accordance with and as
determined by the terms and provisions of Paragraph 5 above, the fixed annual
rent, if reduced under the terms of this subparagraph (b), shall be increased
to the amount set forth in Paragraph 4.


 


(c)       The fact of whether such
destruction, acquisition or condemnation has materially interfered with or
curtailed the operations of Tenant’s business for a period in excess of sixty (60)
days shall be determined by the mutual decision of Landlord and Tenant. If
Landlord and Tenant cannot agree as to whether such destruction, acquisition or
condemnation has materially interfered with or curtailed the operations of
Tenant’s business for a period in excess of sixty (60) days, the fact shall be
determined by arbitration in accordance with and as provided by the Missouri
Uniform Arbitration Act, Section 435.350 et seq. R. S. Mo. 1994.


 


9.         Default


 


(a)       In the event that Tenant
shall fail to pay any installment of rent within ten (10) days from the date
that the same shall become due hereunder or shall fail to pay any insurance
premiums or taxes and assessments within ten (10) days after written notice from Landlord that the
same shall be due, or in the event that Tenant shall fail in the observance of
performance of any of the other terms, conditions and provisions of this Lease
for more than thirty (30) days after written notice of such default shall have
been mailed to Tenant (provided, however, that if Tenant stall promptly proceed
to correct such failure upon notice thereof then said thirty (30) day period if
insufficient, shall be extended for such reasonable time as may be necessary), or in the event that
Tenant shall be adjudicated insolvent or bankrupt pursuant to the provisions of
any state or federal insolvency or bankruptcy act, or if Tenant shall make a general assignment for the benefit of
creditors, or if a receiver of the property of Tenant shall be appointed and
such appointment shall not be vacated within 120 days after it is made, or if
Tenant shall allow or permit any lien for labor or material to attach to the
Premises, then Landlord, besides other rights or remedies Landlord may have,
shall have the immediate right to


 


5

















 


pursue any one or
more of the following remedies without notice or demand whatsoever, which
remedies are cumulative and not alternative:


 


(i)        LandLord shall have the
right to remedy or attempt to remedy any default of Tenant, and in so doing to
make any payments due or alleged to be due by Tenant to third parties and to
enter upon the Premises to do any work or other things therein, and in such
event all reasonable expenses of Landlord in remedying or attempting to remedy
such default shall be payable by Tenant to Landlord on demand. All sums so paid
by Landlord and all expenses in connection therewith, shall bear interest
thereon at the rate of fifteen percent (15%) per annum or the highest legal
rate if less and if not otherwise demanded by Landlord shall be deemed
additional rent;


 


(ii)       Landlord shall have the
right to terminate this Lease or terminate Tenant’s right to possession of the
Premises without terminating this Lease forthwith by leaving upon the Premises
or by affixing to an entrance door to the Premises notice terminating the Lease
or. Upon the giving by Landlord of a notice in writing terminating this Lease
or terminating Tenant’s right to possession of the Premises, Tenant shall
remain liable for and shall pay on demand by Landlord (A) the full amount of
all Rent which accrues or which would have accrued until the date on which this
Lease would have expired had termination not occurred, and any and all damages
and expenses incurred by Landlord in re-entering and repossessing the Premises
in making good any default of the Tenant, in making any alterations, remodeling
or new tenant finish to the Premises, and any and all expenses which Landlord
may incur during the occupancy of any new tenant, less (B) the net proceeds of
any re-letting of the Premises which has occurred at the time of the aforesaid
demand by Landlord to Tenant. Landlord shall be entitled to any excess with no
credit to Tenant Landlord may, in its sole discretion, make demand on Tenant as
aforesaid on any one or more occasions, and any suit brought by Landlord to
enforce collection of such difference for any subsequent month or months.
Tenant’s liability shall survive the institution of summary proceedings and the
issuance of any warrant hereunder; and


 


(iii)      Landlord shall have the
right of injunction and the right to invoke any other remedy allowed at law or
in equity, and mention in this Lease of any particular remedy shall not
preclude Landlord from any other remedy at law or in equity.


 


(b)       In fee event that Tenant
shall fail in the observance of performance of any of the terms, conditions or
provisions of this Lease, including but not limited to payments or money to
Landlord or any other person or entity, and Landlord engages the services of an
attorney to enforce such terms, conditions or provisions, then and in such
event, Landlord shall be entitled to recover from Tenant the entire cost of
collection or other enforcement, including reasonable attorneys’ fees, which if
not otherwise demanded by Landlord shall be deemed additional rent hereunder.
In the event that Landlord shall fail in the observance or performance of any
of the terms, conditions or provisions of this Leaser on its part to be
performed, and Tenant engages the services of an attorney to enforce such
terms, conditions or provisions, then and in such event, Tenant shall be
entitled to recover from Landlord the entire cost of enforcement, including
reasonable attorneys’ fees.


 


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10.       Assignment and
Subletting.


 


Tenant shall not transfer, assign or sublease this Lease or its
Interest hereunder, nor permit the same to be transferred or assigned by
operation of law without the consent of Landlord, which consent shall not be
unreasonably conditioned, delayed of withheld by Landlord. No transfer or
assignment by Tenant of this Lease or its interest hereunder and no subletting
by Tenant of the Premises of any portion thereof shall operate to release
Tenant from the fulfillment on Tenant’s part of its obligations under this
Lease, nor affect Landlord’s right to exercise any of Landlord’s rights or
remedies hereunder, without the consent of or notice to any assignee or
sublessee.


 


11.       Waiver and Severability.


 


(a)       No waiver of any forfeiture,
by acceptance of rent or otherwise, shall waive any subsequent cause of
forfeiture or breach of any condition of this Lease; nor shall any consent when
applicable by Landlord to any assignment or subletting of the Premises, or any
part thereof, be held to waive or release any assignee or sublessee from any of
the foregoing conditions or covenants as against him or them; but every such
assignee and sublessee shall be expressly subject thereto,


 


(b)       If any term, covenant or
condition of this Lease, or the application thereof to any parson or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term, covenant or condition of this
Lease, shall be valid and be enforced to the fullest extent permitted by law.


 


12.       Limitation of Liability.
Tenant agrees that it shall look solely to Landlord’s estate and interest in
the Premises (or the proceeds thereof) for the satisfaction of any right of
Tenant for the collection of a judgment or other judicial process requiring the
payment of money by Landlord. No other property or assets of Landlord, its
partners, its joint venturers or any officers, directors or employees of any of
the foregoing, shall be subject to any enforcement procedures for the satisfaction
of any of Tenant’s rights and remedies under or as to; (i) the Lease, (ii) the
relationship of Landlord and Tenant under this Lease or under law, (iii) Tenant’s
use and occupancy of the Premises, or (iv) any other liability of Landlord to
Tenant. This provision shall not be deemed, construed or interpreted to be or
constitute an agreement, express or implied, between Landlord and Tenant that
Landlord’s interest hereunder and in the Premises shall be subject to any
equitable lien or other similar lien or charge. From and after the due date
upon which Landlord shall convey the Premises to another party, Landlord shall
be released from its obligations hereunder, provided that such third party
shall assume all obligations of Landlord as set forth herein,


 


13.       Notices.


 


(a)       Any notices to be given by
Landlord or Tenant to each other for any purpose connected with this Lease or
otherwise, shall be in writing and deemed to have been properly given if served
personally or if sent by United States registered or certified mail, return
receipt request, to the Mowing address of Landlord and Tenant, respectively, or
to such other persons and addresses as Landlord and Tenant may from time to
time designate:


 


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  Landlord:

  	
  Eugene M.
  Kornblum and Helen H. Kornblum

  
	
   

  	
   

  	
  7736 W. Biltmore

  
	
   

  	
   

  	
  Clayton,
  Missouri 63105

  
	
   

  	
   

  	
   

  
	
   

  	
  Tenant:

  	
  St. Louis Music,
  Inc.

  
	
   

  	
   

  	
  1400 Ferguson Avenue

  
	
   

  	
   

  	
  St. Louis, Missouri 63133

  



 


14.       Landlord Agreement.
Landlord hereby agrees to execute and deliver to Tenant, contemporaneously with
this Lease, that form of Landlord Agreement attached hereto as Exhibit A.


 


15.       Miscellaneous.


 


(a)       The terms and provisions of
the Lease shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, assigns and personal representatives
provided, however, that no assignment by, from, through or under Tenant in
violation of any provisions hereof shall vest in such assignee any right, title
or interest whatsoever.


 


(b)       Tenant may not record this
Lease or a Memorandum or other notice of this Lease without Landlord’s prior
written consent, which consent may not be unreasonably conditioned, delayed or
withheld.


 


(c)       This Lease may not be
modified or amended except by a written instrument executed by both Landlord
and Tenant. This Lease shall be governed by and interpreted pursuant to the
laws of the State of Missouri.


 


(d)       The invalidity of one or
more of the provisions of this Lease shall not cause the invalidity of the
remainder of this Lease.


 


(e)       In the event that either
party hereto shall bring legal action against the other party, then the
prevailing party shall be entitled to reimbursement from the other party for
all expenses thus incurred, including a reasonable attorney’s fee.


 


(f)        The captions or other
headings of any sections of this Lease are inserted for convenience only and
shall not be considered in construing the provision hereof if any question of
intent should arise.


 


(g)       All rights and remedies of
Landlord herein enumerated shall be cumulative and shall not be construed to
exclude any other remedies allowed at law or in equity, whether or not
specified herein. The failure of Landlord to insist in any one or more cases
upon the strict performance of any of the provisions of this Lease or to
exercise any option under this Lease shall not be construed as a waiver or a
relinquishment for the future of any such provision, and one or more waivers of
any breach of any provision shall not be construed as a waiver of any


 


8

















 


subsequent breach
of the same. The receipt and acceptance by Landlord of any partial payment
under this Lease shall not be deemed a waiver of such breach or an accord and
satisfaction.


 


[The remainder of this
page is intentionally blank. The next page is the signature page.]


 


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IN WITNESS WHEREOF, the parties have duly executed this Lease as of the day and year first above written.


 


THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.


 


	
  ST. LOUIS MUSIC, INC.

  	
   

  	
  THE EUGENE M. KORNBLUM TRUST

  
	
   

  	
   

  	
  AGREEMENT dated July 18, 1997

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Tile:

  	
   

  	
   

  	
  EUGENE
  M. KORNBLUM, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE HELEN H. KORNBLUM TRUST 

  
	
   

  	
   

  	
  AGREEMENT dated July 11, 1997

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HELEN
  H. KORNBLUM, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE CAROLE A. SIMON REVOCABLE 

  
	
   

  	
   

  	
  TRUST U/T/A dated November 27, 1991

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAROLE A. SIMON, Trustee

  
							



 


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  Printed and for Sale to the St. Louis Printing &
  Legal Firms Co., St. Louis, Mn.

  
	
   

  	
   

  	
   

  
	
  FORM                   REVISED          

  	
  A DIVISION OF [LOGO]

  	
  CLASS A

  



 


COMMERCIAL LEASE


 


	
   

  	
   

  	
  This Lease, made and entered into, this 20th
  day of DECEMBER 2001, by and between Eugene M. Kormblum, trustee of THE
  EUGENE M. KORNBLUM TRUST AGREEMENT DATED JULY 18, 1997, as to an undivided
  25% interest as tenants in common; Helen M. Kornblum, Trustee of THE HELEN H.
  KORMBLUM TRUST AGREEMENT DATED JULY 11, 1997, as to an undivided 25% interest
  as tenants in common; and Carole A. Simon and Robert S. Simon, Trustees of
  THE CAROLE A. SIMON REVOCABLE TRUST U/T/A dated November 27, 1991, as to an
  undivided 50% interest as tenants in common.

  
	
   

  Parties

  	
   

  	
   

  Hereinafter
  called Lessor, and ST. LOUIS MUSIC, INC., hereinafter called Lessee,

  WITNESSETH, That the
  said Lessor for and in consideration of the rents, covenants and agreements
  hereinafter mentioned and herby agreed to be paid, kept and performed by said
  Lessee, or Lessees, successors and assigns has leased and by these presents
  do lease to said Lessee the following described premises, situated in the
  county of St. Louis, state of Missouri, to-wit:

  
	
   

  	
   

  	
   

  
	
  Premises

  	
   

  	
  A certain brick warehouse and office building together with all land
  surrounding the same, containing approximately 3.47 acres in total, known and
  number as 1400 Ferguson, in the City of Pagedale and State of Missouri.

  
	
   

  	
   

  	
   

  
	
  Use of

  premises

  	
   

  	
  To have and to hold the same, subject to the conditions herein
  contained, and for no other purpose or business than that of office,
  warehouse, and selling of any and all types of musical instruments and any
  and all types of kindred products.

  
	
   

  	
   

  	
   

  
	
  Term and

  Rental

  

  



  	
   

  	
  For and during the terms of three (3) years commencing on the 1st day
  of January 2002 and ending on the 31st day of December 2004 

  at the yearly rental of One Hundred Five Thousand One Hundred Six and
  00/100 Dollars($103,106.00), payable in advance in equal monthly installments
  of Eight Thousand Seven Hundred Fifty-Eight and 83/100 Dollars (88,758.83) 

  
	
   

  	
   

  	
   

  
	
  Assignment

  or

  Sub-letting

  	
   

  	
  On the first day of
  each and every month during the said term.

  This lease is not assignable, nor shall said premises or any part
  thereof be sublet used or permitted to be used for any purposes other than
  above set forth without the lease or any part thereof sublet without the
  written consent of the Lessor, or if the Lessee shall become the subject of a
  court proceeding in bankruptcy or liquidating receivership or shall make an
  assignment for the benefit of creditors, this lease may by such fact or
  unauthorized act be cancelled at the option of the Lessor. Any assignment of
  this lease or subletting or said premises or any part thereof with the
  written consent of the Lessor shall not operate to release the lessee from
  the fulfillment on Leasee’s part of the covenants and agreements herein
  contained to be by said Lessee performed, nor authorize any subsequent
  assignment or subletting without the written consent of the Lessor.

  
	
   

  	
   

  	
   

  
	
  Repairs and Alternations

  	
   

  	
  All repairs and alternations deemed necessary by Lessee shall be made
  by said Lessee at Leasee’s cost and expense with the consent of Lessor; and
  all repairs and alterations so made shall remain as a part of the realty all
  plate and other class now in said demised premises is at the risk of said
  Lessee, and if broken, is to be replaced by and at the expense of said
  Lessee.

  



 

















 


	
   

  	
   

  	
  The Lessor reserves the right to prescribe the form, size, character
  and location of any and all awnings affixed to and all signs which may be
  placed or painted upon any part of the demised premises, and the             
  agrees not to place any awning or sign on any part of the demised premises
  without the written consent of the Lessor,
  or to bore or cut into any column, beam or any part of the demised premises
  without the written consent of Lessor. The Lessee and all holding under said
  Lessee agrees to use reasonable diligence in the care and protection of said
  premises during the term of this lease, to keep the water pipes, sewer
  drains, heating apparatus, elevator machinery and sprinkler system in good
  order and repair and to surrender said premises at the termination of this
  lease in substantially the same and in as good condition as received,
  ordinary wear and tear excepted.

  
	
   

  	
   

  	
  The Lessee shall pay according to the rules and regulations of the
  water department for all water used in the demised premises. The Lessee will
  erect fire escapes on said premises at said Lessee’s own cost, according to
  law, should the proper authorities demand same.

  
	
   

  	
   

  	
  The Lessee agrees to keep said premises in good order and repair and
  free from any              
  or             
  upon or adjacent thereto, and not to use or permit the use of the same or any
  part thereof for any purpose forbidden by law or ordinance now in force or
  hereafter enacted in respect to the use or occupancy of said premises. The
  Lessor or legal representatives may, at all reasonable hours, enter upon said
  premises for the purpose of examining the condition thereof and making such
  repairs as Lessor may see fit to make.

  
	
   

  	
   

  	
  If the cost of Insurance to said Lessor on said premises shall be
  increased by reason of the occupancy and use of said demised premises by said
  Lessee or any other person under said Lessee, all such increase over the
  existing rate shall be paid by said Lessee to said Lessor on demand. The
  Leases agrees to pay double rent for each day the Lessee, or any one holding
  under the Lessee, shall retain the demised premises after the termination of
  this lease, whether by limitation or forfeiture.

  
	
  Damage to 

  Tenants’ 

  Property

  	
   

  	
  Lessor shall not be liable to said Lessee or any other person or
  corporation, including employees, for any damage to their person or property
  caused by water, rain, snow, frost, fire, storm and accidents, or by
  breakage, stoppage or leakage of water,
  gas, heating and sewer pipes or plumbing, upon, about or adjacent to said
  premises.

  
	
   

  	
   

  	
  The destruction of said building or premises by fire, or the
  elements, or
                
  material injury thereto as to render said premises unquestionably untenantable
  for 45 days, shall at the option of said Lessor or Lessee produce and work a
  termination of this lease.

  
	
   

  	
   

  	
  If the Lessor and Lessee cannot agree as to whether said building or
  premises are unquestionably untenantable for 45 days, the fact shall be
  determined by arbitration; the Lessor and the Lessee shall each choose an
  arbitrator within five days after either has notified the other in writing of
  such damage, the two so chosen, before entering on the discharge of their
  duties, shall elect a third, and the decision of any two of such arbitrators
  shall be conclusive and binding upon both parties hereto.

  
	
   

  	
   

  	
  If it is determined by arbitration, or agreement between the Lessor
  and the Lessee, that said building is not unquestionably untenantable for 45
  days, then said Lessor must restore said building at Lessor’s own expense,
  with all reasonable speed and promptness, and in such case a just and
  proportionate part of said rental shall be abated until said premises haw
  been restored.

  
	
   

  	
   

  	
  Failure on the part of the Lessee to
  pay any installment of rent or increase in insurance rate promptly as above
  set out, as and when the same becomes due and payable, or failure of the
  Lessee promptly and faithfully to keep and perform each and every covenant,
  agreement and atipulation herein on the part of the Lessee to be kept and
  performed, shall at the option of the Lessor cause the forfeiture of this
  lease.

  
	
   

  	
   

  	
  Possession of the within demised premises and all additions and
  permanent improvements thereof
  shall be delivered to Lessor upon ten days’ written notice that Lessor has
  exercised said option, and thereupon Lessor shall be entitled to and may take
  immediate possession of the demised premises, any other notice or demand
  being hereby waived.

  
	
   

  	
   

  	
  Any and all notices to be served by the Lessor upon the Lessee for
  any breach of covenant of this lease, or otherwise, shall be served upon the
  Lessee in person, or loft with anyone in charge of the premises, or posted
  upon some conspicuous part of said premises.

  
	
  Re-Entry

  	
   

  	
  Said Lessee will quit and deliver up the possession of said premises
  to the Lessor or Lessor’s
  heirs, successors, agents or assigns, when this lease terminates by
  limitation or forfeiture, with all window glass replaced, if broken, and with
  all keys, locks, bolts, plumbing fixtures, elevator, sprinkler, boiler and
  heating appliances in as good order
  and condition as the same are now, or may hereaftar be made by repair in
  compliance with all the covenants of this lease, save only the wear thereof
  from reasonable and careful use.

  
	
   

  	
   

  	
  But it is hereby understood, and Lessee hereby covenants with the
  Lessor, that such forfeiture, annullment or voidance shall not relieve the
  Lessee from the obligation of the Lessee to make the monthly payments of rent
  hereinbefore reserved, at the times and in the manner aforesaid; and in case
  of any such default of the Lessee, the Lessor may re-let the said premises an
  the agent for and in the name of the Lessee, at any rental readily
  obtainable, applying the proceeds and avails thereof, first, to the payment
  of such expense as the Lessor may be put to in re-entering, and then to the
  payment of said rent as the same may from time to time become due, and toward
  the fulfillment of the other covenants and agreements of the Lessee herein
  contained, and the balance, if any, shall be paid to the Lessee; and the
  Lessee hereby covenants and agrees that if the Lessor shall recover or take
  possession of said premises as aforesaid, and be unable to re-let and rent
  the same so as to realise a sum equal to the rent hereby reserved, the Lessee
  shall and will pay to the Lessor any and all loss of difference of rent for
  the residue of the term.
  The Lessee hereby gives to the Lessor the right to place and maintain its
  usual “for rent” signs upon the demised premises, in the place that the same
  are usually displayed on property similar to that herein demised, for the
  last thirty days of this lease.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “No representation is
  made that permises are lead free or that these premises are legally
  habitable.”

  



 

















 


	
   

  	
   

  	
  ADDITIONAL TERMS AND PROVISIONS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.     Lessee
  shall have the option to renew the Lease after the expiration of the original
  term thereof for an additional term of two (2) years under the same terms and
  conditions, excepting that the annual rental for the premises during such
  renewal period shall be One Hundred Ten Thousand Three Hundred Sixty-One and
  00/100 Dollars ($110,361.00), payable in equal monthly installments. Such
  renewal shall be exercised by notice in writing sent to Lessor at least sixty
  (60) days prior to the expiration of the original term.

  
	
   

  	
   

  	
  2.     In
  addition to the rentals herein provided, Lessee shall pay all real estate
  taxes, whether general or special, assessed on the premises during the term
  of the lease, as well as the cost of all utility, water and sewer charges
  incurred with the use and occupancy of the building. Lessee shall pay for
  fire and extended coverage liability insurance on the building, naming the
  owners as an additional insured as their interest may appear.

  



 


	
  No

  Constructive

  Waiver

  	
   

  	
  No waiver of any
  forfeiture, by acceptance of rent or otherwise, shall waive any subsequent
  cause of forfeiture, or breach of any condition of this lease; nor shall any
  consent by the Lessor to any assignment or subletting of said premises, or
  any part thereof, be held to waive or release any assignee or sub-lessee from
  any of the foregoing conditions or covenants as against him or them; but
  every such assignee and sub-lessee shall be expressly subject thereto.

  
	
   

  	
   

  	
  Whenever the
  word “Lessor” is used herein it shall be construed to include the heirs,
  executors, administrators, successors, assigns or legal representatives of
  the Lessor; and the word “Lessee” shall include the heirs, executors,
  administrators, successors, assigns or legal representatives of the Lessee
  and the words Lessor and Lessee shall include single and plural, individual
  or corporation, subject always to the restrictions herein contained, as to
  subletting or assignment of this lease.

  
	
   

  	
   

  	
  IN
  WITNESS WHEREOF, the said parties aforesaid have duly executed the foregoing
  instrument or caused the same to be executed the day and year first above
  written.

  



 


	
  Lessee:

  	
  ST. LOUIS MUSIC, INC., 

  	
  Lessor:

  	
  THE EUGENE M. KORNBLUM
  TRUST 

  
	
   

  	
  A Missouri corporation

  	
   

  	
  AGREEMENT DATED JULY
  18, 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Eugene M. Kornblum

  	
   

  
	
   

  	
  By:

  	
  /s/ Eugene M. Kornblum

  	
   

  	
   

  	
   

  	
   

  	
  Eugene M. Kornblum,
  Trustee

  
	
   

  	
   

  	
  Its President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE HELEN H. KORNBLUM
  TRUST 

  
	
   

  	
  ATTEST:

  	
   

  	
  AGREEMENT DATED JULY
  11, 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Helen H. Kornblum
  Trustee

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald J. Collins

  	
   

  	
   

  	
   

  	
   

  	
  Helen H. Kornblum,
  Trustee

  
	
   

  	
   

  	
  Its Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE CAROLE A. SIMON
  REVOCABLE TRUST U/T/A 

  
	
   

  	
   

  	
   

  	
  DATED NOVEMBER 27, 1991

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Robert S. Simon

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Robert S. Simon,
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Carole A. Simon,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Carole A. Simon, Trustee

  
										



 

















 


	
  State of Missouri,

  of

  	
  )

  )
       ss.

  )

  	
  On this 20 day of December, 2001,

  



 


before me personally
appeared Eugene M. Kornblum, Trustee of THE EUGENE M. KORNBLUM TRUST AGREEMENT
DATED JULY 18, 1997, and Helen H. Kornblum, Trustee of THE HELEN H. KORNBLUM
TRUST AGREEMENT DATED JULY 11, 1997, to me known to be the persons described in
and who executed the foregoing instrument, and acknowledged that they, executed
the same as their free act and deed, in their capacity as Trustees of their
respective Trusts.


 


IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in
the                     
and State aforesaid, the day and year first above written.


 


	
   

  	
   

  	
  /s/ Andrew Clones

  
	
   

  	
  Notary
  Public.

  
	
  My terms expires

  	
   

  
					



 


ANDREW CLONES

NOTARY PUBLIC STATE OF
MISSOURI

ST. LOUIS COUNTY

MY COMMISSION EXP. MAR 23, 2008


 


	
  State of Missouri,

  of

  	
  )

  )
       ss.

  )

  	
  On
  this 20 day of December, 2001,

  



 


before me appeared Eugene
M. Kornblum to me personally known, who, being by me duly sworn, did say that
he is the President of ST. LOUIS MUSIC, INC., a Corporation of the State of
Missouri, and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was signed and
sealed in behalf of said corporation, by authority of its Board of Directors;
and said President acknowledged sold instrument to be the free act and deed of
said corporation.


 


IN TESTIMONY WHEREOF, I have hereinto set my hand and affixed my
official seal in
the                     
and State aforesaid, the day and year first above written.


 


	
   

  	
   

  	
  /s/ Andrew Clones

  
	
   

  	
  Notary
  Public.

  
	
  My terms expires

  	
   

  
					



 


ANDREW CLONES

NOTARY PUBLIC STATE OF MISSOURI

ST. LOUIS COUNTY

MY COMMISSION EXP.MAR 23,
2008


 


	
  State of Missouri,

  of

  	
  )

  )
       ss.

  )

  	
  On
  this 20 day of December, 2001,

  



 


before me personally
appeared Carol A. Simon and Robert S. Simon, Trustees of THE CAROLE A. SIMON
REVOCABLE TRUST U/T/A dated November 27, 1991 to me known to be the persons
described in and who executed the foregoing instrument, and acknowledged that
they executed the same as their free act and deed, in their capacity as
Trustees of the Trust.


 


IN TESTIMONY WHEREOF, I have hereinto set my hand and affixed my
official seal in
the                     
and State aforesaid, the day and year first above written.


 


	
   

  	
   

  	
  /s/ Andrew Clones

  
	
   

  	
  Notary
  Public.

  
	
  My terms expires

  	
   

  
					



 


ANDREW CLONES

NOTARY PUBLIC STATE OF MISSOURI

ST. LOUIS COUNTY

MY COMMISSION EXP. MAR 23, 2008


 


	
  LEASE

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  TO

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  Premises
  No. 

  	
   

  
	
   

  
	
  Begins 

  	
   

  
	
   

  
	
  Ends 

  	
   

  
	
   

  
	
   

  	
  $

  	
  per month