**Exhibit 10.28**

** **

**AMENDMENT TO LEASE AGREEMENT**[Congressional]

** **

**THIS AMENDMENT TO LEASE AGREEMENT**(“Amendment”) is made and entered into effective as of the      day of March, 2005 (the “Effective Date”) by and between Eugene M. Kornblum andHelen H. Kornblum (hereinafter collectively referred to as “Landlord”) and ST,LOUIS MUSIC, INC., a corporation, existing under the laws of the State ofMissouri (hereinafter referred to as “Tenant”).

 

**RECITALS**:

** **

A.                                                Landlordand Tenant entered into that certain Lease Agreement (“Lease”) dated as of September 12,1990,for land and all appurtenances, buildings and improvements located thereonsituated in the County of St. Louis, State of Missouri as more particularlydescribed in the Lease.

 

B.                                                  Landlordand Tenant now wish to amend the Lease as set forth herein.

 

**NOW, THEREFORE**, in considerationof the foregoing Recitals, the mutual covenants and obligations containedherein and for other good and valuable consideration, the receipt and adequacyof which is hereby acknowledged and confessed, Landlord and Tenant agree asfollows:

 

1.                                                    Allcapitalized terms used and not otherwise defined herein shall have the meaningascribed to them in the Lease. In the event of any conflict or inconsistencybetween this Amendment and the Lease, this Amendment shall control.

 

2.                                                    Theending date of the term of the Lease as described in Paragraph 2 of the Leaseis hereby extended to and shall be February 29,2008, unless soonerterminated pursuant to other provisions of the Lease, in**addition, Tenant shall have no furtherrenewal or extension options and any such rights in the Lease are deleted.

 

3.                                                    Paragraph3 of the Lease is hereby stricken in its entirety and replaced with thefollowing language:

 

“3.                                Useof the 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 incompliance with, all laws and all requirements of all governmental authoritiesapplicable to the Premises and to the use thereof, and shall maintain thePremises in compliance with the requirements of the insurance companiesproviding the insurance required by subparagraph (b)(3) of Paragraph 4below.”

 

4.                                                    Paragraph5 of the Lease is hereby stricken in its entirety and replaced with thefollowing language:

 

“5.                                Maintenance,Repairs, Alterations and Restorations.

 

(a)                   Tenantshall, at its sole cost and expense, maintain and care for the building andimprovements located on the Premises, including landscaped areas, roadways andthe parking areas, except as otherwise provided in subparagraph (b) below.Tenant shall, at its sole cost and expense, maintain and care for the Interiorsof the building and improvements, including all plumbing, heating, airconditioning, electrical and sewer systems devices and installations. Tenantagrees to keep the Premises free from any nuisance or filth upon or adjacentthereto, Except as otherwise

 

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provided in subparagraph (b) below, all repairsand alterations deemed necessary to the exterior and interior of the buildingsand improvements located on the Premises shall be made or constructed by Tenantwith the consent of Landlord; and all repairs, alterations, restorations,buildings and other improvements so made or constructed shall remain as orbecome, as the case may be, a part of the realty.

 

(b)                  Landlordshall conduct all structural maintenance and repairs to the foundation, theexterior walls and the roof of the building as may be required for thepreservation, protection or restoration of the Premises, unless any suchmaintenance and/or repair is required as a result of damage caused by the grossnegligence or willful acts and/or omissions of Tenant, its employees orinvitees, on or after the Effective Date. Landlord shall also conduct allmaintenance and repairs to the Premises that are required as a result of damagecaused prior to the Effective Date, and shall perform any such alterationsto the Premises as are required by law, except and to the extent suchalterations are so required due to improvements or intended improvements to thePremises by Tenant.

 

(c)                   Allrepairs, alterations, restorations, buildings and other improvements made orconstructed to or on the Premises shall be performed by the responsible partyin a good and workmanlike manner, shall be pursued by the responsible partywith due diligence until the Premises will again be fit for occupancy ofTenant, or until said construction shall be reasonably deemed completed byLandlord, and shall be performed in conformity with all applicable laws,ordinances, rules and regulations. Tenant shall not, under anycircumstances, allow or permit any lien for labor and material to attach to thePremises.

 

(d)                         Subjectto paragraph 6(b) below, Tenant shall pay for all costs and expensesincurred by Tenant arising out of Tenant’s obligations to make the repairs,,alterations or restorations described in subparagraph (a) above. Landlordshall also pay for all costs and expenses incurred by Landlord arising out ofLandlord’s obligations to make the repairs, alterations or restorationsdescribed in subparagraph (b) above.”

 

5.                                                    Paragraph6 of the Lease is hereby stricken in its entirety and replaced with thefollowing language:

 

“6.                                              Indemnification.

 

(a)                                        Tenantagrees that it will protect, indemnify and save Landlord harmless from andagainst any penalty, damage or charge imposed for any violation of any law orordinance by Tenant, its agents, employees or anyone acting on behalf ofTenant. Tenant further agrees that it will protect, indemnify and save Landlordharmless 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 theEffective Date, or from any act permitted, or any omission to act, in or aboutthe Premises by Tenant or its employees or invitees on or after the EffectiveDate, or from any breach or default by Tenant of this Lease, except to theextent caused by Landlord’s negligence or willful misconduct.

 

(b)                                       Landlordagrees that it will protect, indemnify and save Tenant harmless from andagainst any and all claims, suits, demands, causes of action, costs andliabilities 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

 

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it will protect, indemnify and save Tenant harmlessfrom and against any and all claims, suits, demands, causes of action, costsand liabilities associated with, related to, or arising out of (i) themaintenance and repair of the roof, including without limitation any removal,disposal or other remediation required by law with respect to any asbestoscontaining materials (“ACMs”) or presumed ACMs that may be present in theroof; (ii) any underground storage tanks that may be or have beenpresent on the Premises; and (iii) without limitation to item (i) above,the presence of any ACMs or presumed ACMs on the Promises; provided, howeverthat Landlord shall have no such indemnification obligation with respect to anyremediation, maintenance, encapsulation, removal, disposal, labeling or otheractions with respect to any ACMs, presumed ACMs or underground storage tanksexcept to the extent such action is required under applicable laws.”

 

5.                                                    Paragraph8 of the Lease is hereby stricken in its entirety and replaced with thefollowing language:

 

“8.                                              Destructionand Eminent Domain.

 

(a)                                        Shouldthe entire area of the Premises, or such portion thereof as to interferematerially with or curtail the operations of Tenant’s business for a period inexcess of sixty (60) days, be destroyed by fire or other cause or be acquiredor taken by condemnation by any public or quasi-public authority or under thepower of eminent domain, this Lease may, at the option of Tenant, be terminatedand of no further force and effect from and after the date of such totaldestruction or the effective date of the taking by such public or quasi-publicauthority. Tenant shall have no interest in nor shall it share in any insuranceproceeds or condemnation award received by Landlord for the Premises.

 

(b)                                       Shouldonly a portion of the Premises be so destroyed, acquired or condemned, and theportion thus destroyed or taken be of such an amount as not to interferematerially with or curtail the operations of Tenant’s business for a period inexcess of sixty (60) days, then this Lease shall continue in full force andeffect as to the portion not so destroyed or taken with a reduction in thefixed annual rent proportionate to the area of the Premises so destroyed ortaken for a period up to, but not exceeding, six (6) months, provided thatLandlord has in force business interruption insurance payable to the lender ofany indebtedness of Landlord which is secured by the premises in an amountsufficient to pay the debt service on such indebtedness during the period ofrent reduction. The parties shall make all of the repairs and improvementsdeemed necessary in order to restore the Premises to its original condition andshall perform, pursue and complete said repairs and improvements in accordancewith the terms and provisions of Paragraph 5 above. The costs and expensesincurred by Tenant in making said repairs and improvements shall be paid for byTenant and shall be reimbursed by Landlord, but only to the extent paid for bythe insurance proceeds or condemnation award received by Landlord. Uponcompletion of said repairs and improvements in accordance with and asdetermined by the terms and provisions of Paragraph 5 above, the fixed annualrent, if reduced under the terms of this subparagraph (b), shall be increasedto the amount set forth in Paragraph 4.”

 

(c)                                               Thefact of whether such destruction, acquisition or condemnation has materiallyinterfered with or curtailed the operations of Tenant’s business for a periodin excess of sixty (60) days shall be determined by the mutual decision ofLandlord and Tenant. If

 

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Landlord and Tenant cannot agree as to whether suchdestruction, acquisition or condemnation has materially interfered with orcurtailed 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 andas provided by the Missouri Uniform Arbitration Act, Section 435.350et. seq. R.S. Mo. 1994.”

 

6.                                                    Paragraph9 of the Lease is hereby stricken in its entirety and replaced with thefollowing language:

 

“9.                                              Default.

 

(a)                                 Inthe event that Tenant shall fail to pay any installment of rent within ten (10) daysfrom the date that the same shall become due hereunder or shall fail to pay anyinsurance premiums or taxes and assessments within ten (10) days afterwritten notice from Landlord that the same shall be due, or in the event thatTenant 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 afterwritten notice of such default shall have been mailed to Tenant (provided,however, that if Tenant shall promptly proceed to correct such failure uponnotice thereof then said thirty (30) day period if insufficient, shall beextended for such reasonable time as may be necessary), or in the eventthat Tenant shall be adjudicated insolvent or bankrupt pursuant to theprovisions of any state or federal insolvency or bankruptcy act, or if Tenantshall make a general assignment for the benefit of creditors, or if a receiverof the property of Tenant shall be appointed and such appointment shall not bevacated within 120 days after it is made, or if Tenant shall allow or permitany lien for labor or material to attach to the Premises, then Landlord,besides other rights or remedies Landlord may have, shall have theimmediate right to pursue any one or more of the following remedies withoutnotice or demand whatsoever, which remedies are cumulative and not alternative;

 

(i)                                           Landlordshall have the right to remedy or attempt to remedy any default of Tenant, andin so doing to make any payments due or alleged to be due by Tenant to thirdparties 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 orattempting to remedy such default shall be payable by Tenant to Landlord ondemand. 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 orthe highest legal rate if less and if not otherwise demanded by Landlord shallbe deemed additional rent;

 

(ii)                                        Landlordshall have the right to terminate this Lease or terminate Tenant’s right topossession of the Premises without terminating this Lease forthwith by leavingupon the Premises or by affixing to on entrance door to the Premises noticeterminating the Lease or possession. Upon the giving by the Landlord of anotice in writing terminating this Lease or terminating Tenant’s right topossession of the Premises, Tenant shall remain liable for and shall pay ondemand by Landlord (A) the full amount of all Rent which accrues or whichwould have accrued until the date on which this Lease would have expired hadtermination not occurred, and any and all damages and expenses incurred byLandlord in re-entering and repossessing the Premises in making good anydefault of Tenant, in making any alterations, remodeling or new tenant finishto the Premises, and any and all expenses which the Landlord may incurduring the occupancy of any new tenant, legs (B) the net proceeds of anyre-letting of the Premises which has occurred at the time of the aforesaiddemand by Landlord to Tenant. Landlord shall be

 

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entitled to any excess with no credit to Tenant.Landlord may, in its sole, discretion, make demand on Tenant as aforesaid onany one or more occasions, and any suit brought by Landlord to enforcecollection of such difference for any subsequent month or months. Tenant’sliability shall survive the institution of summary proceedings and the issuanceof any warrant hereunder; and

 

(iii)                                     Landlord shallhave the right of injunction and the right to invoke any other remedy allowedat law or in equity, and mention in this Lease of any particular remedy shallnot preclude Landlord from any other remedy at law or in equity.

 

(b)                                Inthe event that Tenant shall fail in the observance of performance of any of theterms, conditions or provisions of this Lease, including but not limited topayments or money to Landlord or any other person or entity, and Landlordengages the services of an attorney to enforce such terms, conditions orprovisions, then and in such event, Landlord shall be entitled to recover fromTenant the entire cost of collection or other enforcement, including reasonableattorneys’ fees, which if not otherwise demanded by Landlord shall be deemedadditional rent hereunder. In the event that Landlord shall fail in theobservance or performance of any of the terms, conditions or provision of thisLease on its part to be performed, and Tenant engages the services of anattorney to enforce such terms, conditions or provisions, then and in suchevent, Tenant shall be entitled to recover from Landlord the entire cost ofenforcement, including reasonable attorneys’ fees.”

 

6.                                                    There is herby added to the Lease anew Paragraph 13, which reads in its entirety as follows:

 

13.                                Limitationof Liability. Tenant agrees that it shall look solely to Landlord’s estateand interest in the Premises (or the proceeds thereof) for the satisfaction ofany right of Tenant for the collection of a judgment or other judicial processrequiring the payment of money by Landlord. No other properly or assets ofLandlord, its partners, its joint venturers or any officers, directors oremployees of any of the foregoing, shall be subject to any enforcementprocedures for the satisfaction of any of Tenant’s rights and remedies under oras to: (i) the Lease, (ii) the relationship of Landlord and Tenantunder this Lease or under law, (iii) Tenant’s use and occupancy of thePremises, or (iv) any other liability of Landlord to Tenant. Thisprovision shall not be deemed, construed or interpreted to be or constitute anagreement, express or implied, between Landlord and Tenant that Landlord’sinterest hereunder and in the Premises shall be subject to any equitable lienor other similar lien or charge. From and after the due date upon whichLandlord shall convey the Premises to another party, Landlord shall be releasedfrom its obligations hereunder, provided that such third party shall assume allobligations of Landlord as set forth herein.

 

7.                                                    Thereis hereby added to the Lease anew paragraph 14, which reads in its entirety as follows:

 

“14.                          LandlordAgreement. Landlord hereby agrees to execute and deliver to Tenant,contemporaneously with this Lease, that form of Landlord Agreementattached hereto as Exhibit A.”

 

8.                                                    Thereis hereby added to the Lease anew paragraph 15, which reads in its entirety as follows:

 

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“15.      Miscellaneous.

 

(a)             Tenantshall maintain during the term****of this Lease the insurancecoverages referenced in paragraph 4(b)(3).

 

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

 

(c)             Tenantmay not record this Lease or a Memorandum or other notice of this Leasewithout Landlord’s prior written consent, which consent shall not beunreasonably conditioned, delayed or withhold.

 

(d)            ThisLease may not be modified or amended except by a written instrument executedby both Landlord and Tenant. This Lease shall be governed by and interpretedpursuant to the laws of the State of Missouri.

 

(e)             Theinvalidity of one or more of the provisions of this Lease shall not cause theinvalidity of the remainder of this Lease.

 

(f)               Inthe event that either party hereto shall bring legal action against the otherparty, then the prevailing party shall be entitled to reimbursement from theother party for all expenses thus incurred, including a reasonable attorney’sfee.

 

(g)            Thecaptions or other headings of any sections of this Lease are inserted forconvenience only and shall not be considered in construing the provision hereofif any question of intent should arise.

 

(h)            Allrights and remedies of Landlord herein enumerated shall be cumulative and shallnot 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 oneor more cases upon the strict performance of any of the provisions of thisLease or to exercise any option under this Lease shall not be construed as awaiver or a relinquishment for the future of any such provision, and one ormore waivers of any breach of any provision shall not be construed as a waiverof any subsequent breach of the same. The receipt and acceptance by Landlord ofany partial payment under this Lease shall not be deemed a waiver of suchbreach or an accord and satisfaction.”

 

9.                                                    ThisAmendment shall be binding upon and inure to the benefit of Landlord and Tenantand their heirs, successors and assigns. The terms and provisions set forth inthis Amendment shall modify and supersede all inconsistent terms and provisionsset forth in the Lease and except as expressly modified and superseded by thisAmendment, the terms and provisions of the Lease are ratified and confirmed andshall continue in full force and effect. Landlord and Tenant acknowledge andagree that the Lease as amended hereby shall continue to be legal, valid,binding and enforceable in accordance with its terms. This Amendment may beexecuted in multiple and facsimile counterparts each of which shall be deemedto be an original and together shall constitute one instrument. This Amendmentshall be governed by and construed in accordance with the laws of the State ofMissouri.

 

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**LEASE AGREEMENT**

** **

LEASE AGREEMENT, made and entered into as of the 12thday of September, 1990, by and between Eugene M. Kornblum and Helen H. Kornblum(hereinafter collectively referred to as “Landlord”), and St. Louis Music, Inc.,a corporation existing under the laws of the State of Missouri (hereinafterreferred to as “Tenant”).

 

1.                            Descriptionof 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 untoTenant the parcel of land described in Exhibit 1 attached hereto and madea part hereof, together with all appurtenances, buildings and improvementslocated thereon, and situated in the County of St. Louis, State of Missouri(hereinafter referred to as the “Premises”). This lease shall be subject tothat certain lease dated October 12, 1989 by and between Borman CongressionalPartners, a Missouri partnership, as Lessor, and Gerard Packaging Systems, Inc.,as Lessee (the “Gerard Lease”). The Gerard Lease was assigned by BormanCongressional Partners to Tenant upon Tenant’s acquisition of the Premisespursuant to an Assignment and Assumption Agreement dated May 4, 1990, andfurther assigned by Tenant to Landlord upon Landlord’s acquisition of thePremises pursuant to an Assignment and Assumption Agreement dated September 10,1990.

 

2.                            LeaseTerm.

 

This lease (hereinafter referred to as the “Lease”)shall commence on the 1st day of November, 1990, and shall end on the 31st dayof October, 2005, unless sooner terminated pursuant to other provisions of thisLease.

 

3.                            Useof Premises.

 

Tenant shall be entitled to have and to hold thePremises, subject to the conditions herein contained, for the purposes ofmanufacturing, storage, warehousing, shipping and office center and for anyother use permitted by law. Tenant shall comply with, and shall maintain thePremises in compliance with, all laws and all requirements of all governmentalauthorities applicable to the Premises and to the use thereof, and shallmaintain the Premises in compliance with the requirements of the insurancecompanies providing the insurance required by subparagraph (b) (3) ofParagraph 4 below.

 

4.                            Rental.

 

(a)             Asfixed annual rent Tenant shall pay directly to Landlord, or to such otherperson as Landlord designates, without previous demand therefor, the sum of OneHundred Thousand Dollars ($100,000.00) per year, payable in equal monthlyinstallments of

 

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Eight Thousand Three Hundred Thirty-Three and 33/100 Dollars($8,333.33) in advance on the first day of each and every month during the termof this Lease.

 

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

 

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

 

(2)                          Allelectricity, water, sewer use, gas, costs of operation of heating and airconditioning and other utilities used on the Premises during the full term ofthis Lease;

 

(3)                          Allinsurance premiums for the following described insurance required to bemaintained on the Premises by Tenant, in the name of Landlord or such otherperson or entity as Landlord may designate:

 

(A)                                    Insurancefor all risks of direct physical loss or damage to the Premises (subject tostandard policy exclusions) in an amount representing the full replacementcosts of the improvements located on the Premises, in insurance companiesapproved by Landlord and authorized to do business in the state of Missouri;and

 

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

 

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

 

(4)                          Allother expenses and charges which shall be incurred or shall be required inconnection with the possession,

 

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occupation, operation, alteration, maintenance, repair, protection,preservation and use of the Premises, it being intended that this Lease shall bea net net lease to Landlord and that, except as is otherwise specificallyprovided for herein, Landlord shall have no cost or expense in connection withthe Premises subleased hereunder.

 

5.                            Maintenance,Repairs*,*Alterations andRestorations.

 

(a)             Tenantshall make all structural repairs and alterations to the foundation, exteriorwalls and roof of the building and improvements located on the Premises as waybe required for the preservation, protection or restoration of the Premises,unless any such repair or alteration is required as a result of damage causedby the acts of Landlord, its employees or invitees.

 

(b)            Tenantshall, at its sole cost and expense, maintain and care for the building andimprovements located on the Premises, including landscaped areas, roadways andthe parking areas. Tenant shall, at its sole cost and expense, maintain andcare for the interiors of the building and improvements, including allplumbing, heating, air conditioning, electrical and sewer systems, devices andinstallations. Tenant agrees to keep the Premises free from any nuisance orfilth upon or adjacent thereto. Except as otherwise provided in subparagraph (a) above,all repairs and alterations deemed necessary to the exterior and interior ofthe buildings and improvements located on the Premises shall be made orconstructed by Tenant with the consent of Landlord; and all repairs,alterations, restorations, buildings and other improvements so made orconstructed shall remain as or become, as the case may be, a part of therealty. All repairs, alterations, restorations, buildings and otherimprovements made or constructed by Tenant to or on the Premises shall beperformed by Tenant in a good and workmanlike manner, shall be pursued byTenant with due diligence until the Premises will again be fit for occupancy byTenant*,*or until saidconstruction shall be deemed completed by Landlord, and shall be performed inconformity with all applicable laws, ordinances, rules and regulations.Tenant shall not, under any circumstances*,*allowor permit any lien for labor and material to attach to the Premises.

 

(c)             Tenantshall pay for all costs and expenses incurred by Tenant arising out of Tenant’sobligations to make the repairs, alterations or restorations described insubparagraphs (a) and (b) above.

 

6.                            Indemnification.

 

Tenant agrees that it will protect, indemnify and saveLandlord harmless from and against any penalty, damage or charge imposed forany violation of any law or ordinance by Tenant, its agents, employees oranyone 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 and

 

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causes of action of any nature whatsoever, and any expense incident tothe defense thereof, for personal injury, loss of life or damage to propertysustained or alleged to have been sustained upon, about or adjacent to thePremises.

 

7.                            Damageto Person or Property.

 

Landlord shall not be liable to Tenant or any otherperson or corporation, including Tenant’s employees, for any damage to theirperson or property caused by water, rain, snow, frost, fire, storm andaccidents, or by breakage, stoppage or leakage of water, gas, heating andsewer pipes, air conditioning units or plumbing upon about or adjacent to thePremises.

 

8.                            Destructionand Eminent Domain.

 

(a)             Shouldthe entire area of the Premises, or such portion thereof as to interferematerially with or curtail the operations of Tenant’s business for a period inexcess of sixty (60) days, be destroyed by fire or other cause or be acquiredor taken by condemnation by any public or quasi-public authority or under thepower of eminent domain, and should all indebtednesses of Landlord to all lenderswhich are secured by the Premises, be paid in full, this Lease may, at theoption of Tenant, be terminated, and of no further force and effect from andafter the date of such total destruction or the effective date of the taking bysuch public or quasi-public authority. Tenant shall have no interest in norshall it share in any insurance proceeds or condemnation award received byLandlord for the Premises.

 

(b)            Shouldonly a portion of the Premises be so destroyed, acquired or condemned, and theportion thus destroyed or taken be of such an amount as not to interferematerially with or curtail the operations of Tenant’s business for a period inexcess of sixty (60) days, or should all indebtednesses of Landlord to alllenders which are secured by the Premises not be paid in full, then, and ineither of such events, this Lease shall continue in full force and effect as tothe portion not so destroyed or taken with a reduction in the fixed annual rentproportionate to the area of the Premises so destroyed or taken for a period upto, but not exceeding, six (6) months, provided that Landlord has in forcebusiness interruption insurance payable to the lender of any indebtedness ofLandlord which is secured by the premises in an amount sufficient to pay the debtservice on such indebtedness during the period of rent reduction. Tenant shallmake all of the repairs and improvements deemed necessary in order to restorethe Premises to its original condition and shall perform, pursue and completesaid repairs and improvements in accordance with the terms and provisions ofsubparagraph (b) of Paragraph 5 above. The costs and expenses incurred byTenant in making said repairs and improvements shall be paid for by Tenant andshall be reimbursed by Landlord, but only to the extent paid for by theinsurance proceeds or condemnation award received by Landlord. Upon completionof said repairs and improvements in accordance with and as determined by

 

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the terms and provisions of subparagraph (b) 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)             Thefact of whether such destruction, acquisition or condemnation has materiallyinterfered with or curtailed the operations of Tenant’s business for a periodin excess of sixty (60) days shall be determined by the mutual decision ofLandlord and Tenant. If Landlord and Tenant cannot agree as to whether suchdestruction, acquisition or condemnation has materially interfered with orcurtailed 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 andas provided by the Missouri Uniform Arbitration Act, Section 435.350 etseq., R.S.Mo. 1980.

 

9.                            Default.

 

(a)             Inthe event that Tenant shall fail to pay any installment of rent within ten (10) daysfrom the date that the same shall become due hereunder or shall fail to pay anyInsurance premiums or taxes and assessments within ten (10) days afterwritten notice from Landlord that the same shall be due, or in the event thatTenant shall fail in the observance or performance of any of the other terms,conditions and provisions of this Lease for more than thirty (30) days afterwritten notice of such default shall have been mailed to Tenant (provided,however, that if Tenant shall promptly proceed to correct such failure uponnotice thereof then said thirty (30) day period if insufficient, shall be extendedfor such reasonable time as may be necessary), or in the event that Tenantshall be adjudicated insolvent or bankrupt pursuant to the provisions of anystate or federal insolvency or bankruptcy act, or if Tenant shall make ageneral assignment for the benefit of creditors, or if a receiver of theproperty of Tenant shall be appointed and such appointment shall not be vacatedwithin 120 days after it is made, or if Tenant shall allow or permit any lienfor labor or material to attach to the Premises, then Landlord, besides otherrights or remedies Landlord may have, shall have the immediate right toreenter the Premises and remove all persons and property from the Premises, allwithout service of notice or resort to legal process and without being deemed guiltyof trespass or becoming liable for any loss or damage which may beoccasioned thereby.

 

(b)            ShouldLandlord elect to reenter the Premises, as herein provided, or should Landlordtake possession pursuant to Legal proceedings or pursuant to any noticeprovided by law, Landlord may either terminate this Lease or may, fromtime to time without terminating this Lease, make such alterations and repairsas may be necessary in order to relet the Premises and relet the Premisesor any part thereof as the agent for and in the name of Tenant, for suchterm or terms (which may be for a term extending beyond the term of thisLease) and at such rental or rentals and upon such other terms and conditionsas Landlord in Landlord’s sole

 

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discretion may deem advisable. Upon each such reletting, allrentals received by Landlord shall be applied first to the payment of anyindebtedness other than fixed annual rent due hereunder from Tenant toLandlord; second, to the payment of any costs and expenses of such reletting,including brokerage fees, attorneys’ fees and costs of such alterations andrepairs; third, to the payment of such fixed annual rent under the terms ofthis Lease, due and unpaid; and the residue, if any, shall be held by Landlordand applied in payment of future required payments under the terms of thisLease as the same may become due and payable. If such rentals receivedfrom such reletting during any month be less than the required payments to bepaid during that month by Tenant under the terms of this Lease, Tenant shallpay any such deficiency to Landlord.

 

(c)             Nosuch reentry or taking possession of the Premises by Landlord shall beconstrued as an election on Landlord’s part to terminate this Lease unlessa written notice of such intention be given to Tenant or unless the terminationthereof by decreed by a court of competent jurisdiction. Notwithstanding anysuch reletting without termination, Landlord may at any time thereafterelect to terminate this Lease for such previous breach. Should Landlord at anytime terminate this Lease for any breach, then in addition to any otherremedies Landlord may have, Landlord may recover from Tenant alldamages Landlord may incur by reason of such breach, including the cost ofrecovering the Premises and reasonable attorneys’ fees, all of which amountsshall be immediately due and payable from Tenant to Landlord.

 

(d)            Inthe event that Tenant shall fail in the observance or performance of any of theterms, conditions or provisions of this Lease, including but not limited topayments of money to Landlord or any other person or entity, and Landlordengages the services of an attorney to enforce such terms, conditions orprovisions, then and in such event, Landlord shall be entitled to recover fromTenant the entire cost of collection or other enforcement, including reasonableattorneys’ fees. In the event that Landlord shall fail in the observance orperformance of any of the terms, conditions or provisions of this Lease on its part tobe performed, and Tenant engages the services of an attorney to enforce suchterms, conditions or provisions, then and in such event, Tenant shall beentitled to recover from Landlord the entire cost of enforcement, includingreasonable attorneys’ fees.

 

10.                      Assignmentand Subletting.

 

Tenant shall not transfer, assign or sublease thisLease or its interest hereunder, nor permit the same to be transferred orassigned by operation of law without the consent of Landlord, which consentshall not be unreasonably withheld by Landlord. No transfer or assignment byTenant of this Lease or its interest hereunder and no subletting by Tenant ofthe Premises or any portion thereof shall operate to release Tenant from the

 

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fulfillment on Tenant’s part of its obligations under this Lease,nor affect Landlord’s right to exercise any of Landlord’s rights or remedieshereunder, without the consent of or notice to any assignee or sublessee.

 

11.                      Waiverand Severability.

 

(a)             Nowaiver of any forfeiture, by acceptance of rent or otherwise, shall waive anysubsequent cause of forfeiture or breach of any condition of this Lease; norshall any consent when applicable by Landlord to any assignment or sublettingof the Premises, or any part thereof, be held to waive or release anyassignee or sublessee from any of the foregoing conditions or covenants asagainst him or them; but every such assignee and sublessee shall be expresslysubject thereto.

 

(b)            Ifany term, covenant or condition of this Lease, or the application thereof toany person or circumstance shall, to any extent, be invalid or unenforceable,the remainder of this Lease, or the application of such term, covenant orcondition of this Lease, shall be valid and be enforced to the fullest extentpermitted by law.

 

12.                      Notices;Amendment.

 

(a)                       Anynotices to be given by Landlord or Tenant to each other for any purposeconnected with this Lease or otherwise, shall be in writing and deemed to havebeen properly given if served personally or if sent by United states registeredor certified mail, return receipt request, to the following address of Landlordand Tenant, respectively, or to such other persons and addresses as Landlordand Tenant may from time to time designate:

 
| 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                 |

 

(b)                      Solong as Century Life of America (“Century”) holds any security interest in ordeed of trust encumbering the Premises, this lease shall not be amended withoutthe prior written consent of Century.

 

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

 

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

 
|   | Landlord:                  |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | /s/ Eugene M. Kornblum     |   |
|   | Eugene M. Kornblum         |
|   |                       |
|   |                       |
|   | /s/ Helen H. Kornblum      |   |
|   | Helen H. Kornblum          |
|   |                       |
|   |                       |
|   | Tenant:                    |
|   |                       |
|   | ST. LOUIS MUSIC, INC. |
|   |                       |
|   |                       |
|   | By:                        | /s/ Eugene M. Kornblum |   |
|   | Title:                     | President |   |
|        |                            |  |  |  |

 

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**EXHIBIT 1**

** **

Lot 9 of West Plains Industrial Park Plat No. 3,according to the plat thereof recorded in Plat Book 137 Page 81 of the St.Louis County Records.

 

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