**Exhibit 10.30**

 
|   | Re:    | 8480-8514 Mid County Industrial Drive |
|--------|--------|---------------------------------------|
|   |   | St. Louis, Missouri                   |

 

**SEVENTH AMENDMENT TO LEASE**

** **

THIS SEVENTH AMENDMENT TO LEASE (“Seventh Amendment”)has been executed as of the 9th day of February, 2006, byCORNERSTONE INDUSTRIAL FUND I, L.L.C, a Missouri limited liability company (“Landlord”)and ST. LOUIS MUSIC, INC., and Loud Technologies Inc. (hereinaftercollectively referred to as “Tenant”).

 

**RECITALS:**

 

A.                      THEREALTY ASSOCIATES FUND III, L.P. (“Prior Landlord”) and Tenant have heretoforeexecuted a Sixth Amendment to Lease dated November 8, 2000. Missouri StateEmployees’ Retirement System (“First Prior Landlord”) and Tenant haveheretofore executed that certain Lease Agreement (the “Original Lease”),dated as of May 23, 1988, as amended by Addendum to Lease dated March 1,1989, Second Addendum to Lease dated December 3, 1991, Third Amendment toLease dated March 3, 1994, Fourth Amendment to Lease dated May 9,1995, and Fifth Amendment to Lease dated as of June 26, 1998 (the OriginalLease, as so amended by all Amendments First through Sixth Amendment, ishereinafter collectively called the “Lease”).

 

B.                        Landlordhas acquired the Building and succeeded to all of the Prior Landlord and FirstPrior Landlord’s Interest under the Lease, as amended. Tenant hereby recognizesCORNERSTONE INDUSTRIAL FUND I, L.L.C., as a Missouri limited liability company,as the Landlord, under the Lease, as amended, and pursuant to this SeventhAmendment.

 

C.                        Landlordand Tenant desire to execute this Seventh Amendment in order to evidence theiragreement to (i) extend the Lease Term and (ii) make certain otheramendments to the Lease, all as more particularly set forth in this SeventhAmendment.

 

NOW, THEREFORE, in consideration of the foregoing andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Landlord and Tenant agree as follows:

 

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**CERTAIN AMENDMENTS**

 

1.                          Lease Term. The Lease Term shall be extended for thirty-nine (39) months,commencing April 1, 2006 and ending June 30, 2009, subject toadjustment or earlier termination as set forth in the Lease, as amended herein.

 

2.                          Reduced Premises. Effective as of July 1, 2006, andsubject to the terms and conditions set forth in this Seventh Amendment, theLease shall be amended to reflect that the Premises shall be reduced from thecurrent square footage of 78,531 rentable square feet to approximately 46,000rentable square feet. The reduced premises of approximately 46,000 rentablesquare feet will hereinafter be known as the “Reduced Premises”.Landlord and Tenant will execute a Confirmation Agreement as to the exactlocation and exact square footage (as verified by an architect) of the ReducedPremises, which shall be outlined on a cross-hatched floor plan, which willhereinafter be attached hereto as Exhibit A, which will consist of theReduced Premises in that certain building known as Mid County 6, located at8480-8514 Mid County Industrial Drive, St. Louis, Missouri, and as moreparticularly described in the Lease (the “Building”).

 

3.                          Base Rent. As of April 1, 2006, the Base Rent during the Seventh AmendmentTerm shall be as follows:

 
| **Period:**      | ** ** | **Monthly  Base Rent:** | ** ** | **Square  Footage:** | ** ** | **Annual  Base Rent  per R.S.F.:** | ** ** | **Monthly Base  Rent per  R.S.F.:** | ** ** |
|------------------|------------|------------------------------|------------|----------------------|------------|----------------------------------------------|------------|-----------------------------------------------|------------|
| 4/1/06 - 6/30/06 |       | $                            | 3.85       | p.s.f.               | 78,531     | s.f.                                         | $          | 302,344.35                                    |       | $ | 25,195.36 |   |
| 7/1/06 - 6/30/07 |       | $                            | 3.85       | p.s.f.               | 46,000     | s.f.                                         | $          | 177,100.00                                    |       | $ | 14,758.33 |   |
| 7/1/07 - 6/30/08 |       | $                            | 3.95       | p.s.f.               | 46,000     | s.f.                                         | $          | 181,700.00                                    |       | $ | 15,141.67 |   |
| 7/1/08 - 6/30/09 |       | $                            | 4.05       | p.s.f.               | 46,000     | s.f.                                         | $          | 186,300.00                                    |       | $ | 15,525.00 |   |

 

The Base Rent shall be due and payable inequal monthly installments, with each such monthly installment due and payableon the first day of each calendar month, in advance, without demand and withoutsetoff or deduction whatsoever. Prior to April 1, 2006, Tenant shallcontinue to pay Base Rent for the Premises as set forth in the Sixth Amendmentto Lease. The Square Footage, Monthly Base Rent per Square Foot, and AnnualBase Rent per Square Foot, shall be adjusted from the approximately 46,000square foot amounts as stated hereinabove, to the actual square footage (asmeasured by the Architect), and said adjustment shall be included in theConfirmation Agreement.

 

4.                          “AS IS”. Tenant accepts the Premises in its “as is” condition and acknowledgesthat Landlord has no obligation to pay or reimburse Tenant for, or otherwisemake, any improvements, alterations or additions to the Premises.Notwithstanding the foregoing, Landlord shall do the work and/or pay thefollowing cost in reference to Tenant’s Reduced Premises, being to-wit:

 

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A.                      Makethe demising wall between Tenant’s current space and the Reduced Premisescompliant with St. Louis County Code; and

 

B.                        Installseparate meters for electrical service to the Reduced Premises and the vacatedpremises of Tenant.

 

5.                          Options.Any renewal option, right of first offer, or any other options Tenant haspursuant to the Lease, as amended, are hereby terminated.

 

6.                          Brokers/Commission.Tenant and Landlord hereby acknowledge that the foregoing disclosure has beenpreviously made:   Colliers Turley MartinTucker Agent Jeff Hawley was the Landlord’s Agent (the “Listing Broker”)and was serving solely as Agent for the Landlord in connection with this Lease.Colliers Turley Martin Tucker, Agent, Mike Statter, was the Tenant’s Agent andwas serving solely as Agent for Tenant in connection with this Lease. BothLandlord and Tenant acknowledge that this disclosure has been made to them.Landlord will pay Tenant’s Agent a commission of two percent (2%), being$12,413.72.

 

7.                          FurtherAmendments. The Lease shall be and hereby is further amended wherevernecessary, even though not specifically referred to herein, in order to giveeffect to the terms of this Seventh Amendment.

 

8.                          Ratification.The Lease, as amended hereby, is hereby ratified, confirmed and deemed in full****force and effective in accordance with itsterms. Tenant represents to Landlord that Tenant (a) is currently unawareof any default by Landlord under the Lease; and (b) has full power andauthority to execute and deliver this Seventh Amendment and this SeventhAmendment represents a valid and binding obligation of Tenant enforceable inaccordance with its terms.

 

9*.**                         *GoverningLaw. This Seventh Amendment shall be governed by and construed inaccordance with the laws of the State of Missouri.

 

10.                    Counterparts.This Seventh Amendment may be executed in multiple counterparts each ofwhich is deemed an original but together constitute one and the sameinstrument. This Seventh Amendment may be executed by facsimile and eachparty has the right to rely upon a facsimile counterpart of this SeventhAmendment signed by the other party to the same extent as if such party hadreceived an original counterpart.

 

IN WITNESS WHEREOF, this Seventh Amendment has beenexecuted as of (but not necessarily on) the date and year first above written.

 

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| Dated: 2/9, 2006 | LANDLORD:                                               |
|-----------------------|---------------------------------------------------------|
|                  |                                                    |
|                  | **CORNERSTONE INDUSTRIAL FUND I,  L.L.C.**              |
|                  | ** **                                              |
|                  | ** **                                              |
|                  | By:                                                     |   | /s/ [ILLEGIBLE] |   |
|                  |                                                    |   | Its Managing Member |
|                  |                                                    |
|                  |                                                    |
| Dated: 2/7, 2006 | TENANT:                                                 |
|                  |                                                    |
|                  | **ST. LOUIS MUSIC, INC., a  Missouri corporation** |
|                  | ** **                                              |
|                  | ** **                                              |
|                  | By:                                                     |   | /s/  Donald J. Collins |   |
|                  | Name:                                                   |   | Donald  J. Collins |   |
|                  | Title:                                                  |   | Vice  President |   |
|                  |                                                    |
|                  | **LOUD TECHNOLOGIES INC., a Washington  corporation**   |
|                  | ** **                                              |
|                  | ** **                                              |
|                  | By:                                                     |   | /s/  Tim O’ Neil |   |
|                  | Name:                                                   |   | Tim  D. Neil |   |
|                  | Title:                                                  |   | CFO |   |
|                       |                                                         |  |  |  |  |  |  |

 

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|   | Re:    | 8480-8514 Mid County Industrial Drive |
|--------|--------|---------------------------------------|
|   |   | St. Louis, Missouri                   |   |

 

**SIXTH AMENDMENT TO LEASE**

** **
| THE STATE OF MISSOURI | § |                            |
|-----------------------|--------|---------------------------------|
|                  | § | KNOW ALL MEN BY THESE PRESENTS: |
| COUNTY OF ST. LOUIS   | § |                            |

 

THIS SIXTH AMENDMENT TO LEASE (this “Amendment”)has been executed as of this 8th day of November, 2000, byTHE REALTY ASSOCIATES FUND III, L.P., a Delaware limited partnership (“Landlord”)and ST. LOUIS MUSIC, INC. (“Tenant”).

 

RECITALS:

 

A.                      MissouriState Employees’ Retirement System (“Prior Landlord”) and Tenant haveheretofore executed that certain Lease Agreement (the “Original Lease”),dated as of May 23, 1988, as amended by Addendum to**Lease dated March 1, 1989, SecondAddendum to Lease dated December 3, 1991, Third Amendment to Lease dated March 3,1994, Fourth Amendment to Lease dated May 9*,*1995, and Fifth Amendment to Lease dated as**of**June 26,1998 (such Original Lease, as**soamended, is hereinafter called the “Lease”), pursuant to which Tenantleased from Prior Landlord approximately 45,984 square feet (the “OriginalPremises”) in that certain warehouse building and related improvements moreparticularly described in the Lease (the “Project”).

 

B.                        Landlordand Tenant desire to execute this Amendment in order to evidence theiragreement to (i) extend the**termof the Lease, (ii) expand the Original Premises; and (iii) make certainother amendments to the Lease, all as more particularly set forth in thisAmendment.

 

NOW THEREFORE, in consideration of the foregoing andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Landlord and Tenant agree as follows, subject to thecontingencies set forth in this Amendment:

 

Article I

 

CERTAIN AMENDMENTS

 

SECTION 1.01.                          Additional Premises.Effective as of February 1, 2001, or such later date as described in Section 1.07below (such data being the “Effective Date”), and subject

 

SIXTH AMENDMENT TO LEASE - Page 1 of4L:TA002-957\1ST. LOUIS MUSIC 1 NOV 1, 2000

 

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to the terms and conditions set forth in this Amendment, the Leaseshall be amended to reflect that the Original Premises shall be hereby expandedto include the premises outlined on the crosshatched floor plan attached heretoas Exhibit A (the “Additional Premises”) consisting ofapproximately 32,547 rentable square feet (the Original Premises and theAdditional Premises being collectively referred to as the “Premises”) Inthat certain building known as Mid County 6, located at 8480-8514 Mid CountyIndustrial Drive, St. Louis, Missouri, and more particularly described in theLease (the “Building”). As of the Effective Date, Exhibit Ato the Lease shall be amended to include Exhibit A attached to thisAmendment. Accordingly, the Premises shall consist of 78,531 rentable squarefeet in the Building.

 

SECTION 1.02.                          Lease Term. The termof the Lease is hereby extended for a period of five (5) years from theEffective Date, unless otherwise terminated in accordance with its expressterms. Tenant has no further renewal or extension options and any such rightsin the Lease are deleted.

 

SECTION 1.03.                          Base Rent. Tenant mustpay Landlord, commencing on the Effective Date and continuing on the first dayof each month thereafter throughout the term, Base Rent for the entire Premisesin the amounts set forth below:

 
| **Lease Year** | ** ** | **Annual Rate  per R.S.F.** | ** ** | **Monthly  Amount** | ** ** |
|---------------------|------------|---------------------------------------|------------|---------------------|------------|
| ** **          | ** ** | ** **                            | ** ** | ** **          | ** ** |
| 1 - 3               |       | $                                     | 4.00       |                | $          | 26,177.00 |   |
| 4 - 5               |       | $                                     | 4.15       |                | $          | 27,158.64 |   |

 

The Base Rent shall be due and payable in equal monthly installments,each such monthly installment due and payable on the first day of each calendarmonth, in advance, without demand and without setoff or deduction whatsoever.As used herein, “Lease Year” means each consecutive twelve-month periodbeginning with the Effective Date, except that if the Effective Date is not thefirst day of a calendar month, then the first Lease Year shall be the periodfrom the Effective Date through the final day of the twelve months after thefirst day of the following month, and each subsequent Lease Year shall be thetwelve months following the prior Lease Year.

 

SECTION 1.04.                          Additional Rent. As ofthe Effective Date, Tenant must pay Landlord, as additional rent, Tenant’sproportionate share of (a) any increases in real estate taxes andinsurance premiums above that incurred during the 2000 calendar year, (b) allcommon area maintenance and similar charges, which is currently estimated at$0.35 per square foot for the 2000 calendar year and (c) Tenant’sProportionate Share shall be increased to take into account the AdditionalPremises. The foregoing payments must be made at the time and in the manner setforth in the Lease. Tenant shall remain responsible for all utilities.

 

SECTION 1.05.                          Right of First Offer.**Landlordgrants Tenant a right of first offer subject to Exhibit Cattached hereto. Tenant shall have no further rights to lease space in anyother premises in the Building and all**suchrights in the Lease are deleted.

 

SIXTH AMENDMENT TO LEASE - Page 2 of4L:TA002-957\1ST. LOUIS MUSIC 1 NOV 1, 2000

 

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SECTION 1.06.                          AS IS. Tenant acceptsthe Additional Premises “as is” “where is”  without representation or warranty,without any obligation to alter, remodel, improve, repair or decorate any part ofthe Additional Premises, except as set forth on Exhibit B attachedhereto.

 

SECTION 1.07.                          Availability. Landlordand Tenant acknowledge that there is currently an existing tenant occupying theAdditional Premises. If the Additional Premises are not available at theestimated time, Tenant agrees to take such Additional Premises at the time ofavailability. Landlord shall have no liability to Tenant if the current tenantholds over or the Additional Premises do not become available. If theAdditional Premises do not become available on or before March 31, 2001.Tenant, as its sole remedy, may terminate this Amendment upon writtennotice to Landlord given on or before April 1, 2001.

 

SECTION 1.08.                          Further Amendments.The Lease shall be and hereby is further amended wherever necessary, eventhough not specifically referred to herein, in order to give effect to theterms of this Amendment. The reference to “$500,000” in Section 13 of theOriginal Lease is hereby amended to “$3,000,000” and the reference to “$50,000”is amended to “$1,000,000.”

 

**Article II**

 

**MISCELLANEOUS**

 

SECTION 2.01.                          Ratification, TheLease, as amended hereby, is hereby ratified, confirmed and deemed in fullforce and effect in accordance with its terms. Each party represents to theother that such party (a) is currently unaware of any default by the otherparty under the Lease; and (b) has full power and authority to execute anddeliver this Amendment and this Amendment represents a valid and bindingobligation of such party enforceable in accordance with its terms, Landlord andTenant acknowledge that no brokers have been involved in this Amendment otherthan Sansone Group DDR/LLC (“Sansone”) and that Landlord shall be liablefor any commission that is due to Sansone. Landlord and Tenant hereby indemnifyeach other from the payment of any commissions owed to any other broker with respectto this Amendment resulting from the acts of such party, but not otherwise.

 

SECTION 2.02.                          Notices. All noticesto be delivered to Landlord under the Lease or otherwise with respect to thePremises shall, unless Landlord otherwise notifies Tenant, be delivered toLandlord in accordance with Paragraph 21 the Lease to the following address:

 

c/o TA Realty Corporation25 State Street, 10th floorBoston, Massachusetts 02109Attention: Asset Manager

 

SECTION 2.03.                          Governing Law. ThisAmendment shall be governed by and construed in accordance with the laws of theState of Missouri.

 

SIXTH AMENDMENT TO LEASE - Page 3 of4L:TA002-957\1ST. LOUIS MUSIC 1 NOV 1, 2000

 

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SECTION 2.04.                          Counterparts. ThisAmendment may be executed in multiple counterparts each of which is deemedan original but together constitute one and the same instrument.

 

IN WITNESS WHEREOF, this Amendment has been executedas of (but not necessarily on) the date and year first above written.

 
|   | LANDLORD:                                                              |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
|   | THE  REALTY ASSOCIATES FUND III, L.P.,  a Delaware limited partnership |
|   |                                                                   |
|   | By:                                                                    | Realty Associates Fund III LLC, a Delaware limited  liability company, its sole general partner |
|   |                                                                   |   |
|   |                                                                   | By: | Realty Associates Fund III Trust, a Massachusetts  business trust, sole Member |
|   |                                                                   |   |   |
|   |                                                                   |   | By: | /s/  Henry G. Brauer |   |
|   |                                                                   |   | Name: | Henry  G. Brauer |
|   |                                                                   |   | Title: | Regional  Director |
|   |                                                                   |   |
|   | By:                                                                    | Realty Associates Fund III Texas Corporation, a  Texas corporation general partner |
|   |                                                                   |   |
|   |                                                                   | By: | /s/  Henry G. Brauer |   |
|   |                                                                   | Name: | Henry  G. Brauer |
|   |                                                                   | Title: | Regional  Director |
|   |                                                                   |
|   | TENANT:                                                                |
|   |                                                                   |
|   | ST.  LOUIS MUSIC, INC.                                            |
|   |                                                                   |
|   | By:                                                                    | /s/  Donald J. Collins |   |
|   | Name:                                                                  | Donald  J. Collins |
|   | Title:                                                                 | Vice  President - Finance |
|        |                                                                        |  |  |  |  |  |  |  |  |  |

 

SIXTH AMENDMENT TO LEASE - Page 4 of4L:TA002-957\1ST. LOUIS MUSIC 1 NOV 1, 2000

 

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**EXHIBIT B**

** **

**LANDLORD’S WORK**

** **

Tenant hereby accepts the Additional Premises intheir “AS–IS” condition, and Landlord shall have no obligation to perform anywork therein (including, without limitation, demolition of any improvementsexisting therein or construction of any tenant finish-work or otherimprovements therein), and shall not be obligated to reimburse Tenant orprovide an allowance for any costs related to the demolition or construction ofimprovements therein. Notwithstanding the foregoing, Landlord agrees to install2 - 3 openings in the existing demising wall, using available Project standardcolors and materials, at Landlord’s sole cost and expense, on or before theEffective Date, subject to the terms of the Lease.

 

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**EXHIBIT C**

** **

**ONE-TIME RIGHT OF FIRST OFFER**

** **

Subject to Subsection B below, and subject to anyexpansion or renewal options of any current tenant in the Building (a “PriorTenant”), Landlord hereby grants to Tenant for the term of the Lease aone-time right of first offer for the space shown on Exhibit C-l(collectively, the “ROFO Space”), to be exercised in accordance with Subsection Abelow.

 

A.                      If**any ROFO Space becomes available forlease to anyone other than a Prior Tenant, Landlord shall so notify Tenant (“Landlord’sROFO Notice”) identifying the available ROFO Space (the “Subject ROFOSpace”). Landlord’s ROFO Notice may be given up to seven (7) monthsin advance of such availability and shall contain the terms upon which Landlordintends to offer the Subject ROFO Space for lease to the market. Tenant shallnotify Landlord within thirty (30) days of receipt of Landlord’s ROFO Notice whetherit desires to lease the Subject ROFO Space on the terms set forth in Landlord’sROFO Notice. If Tenant does not notify Landlord within said thirty (30) dayperiod that it will lease the Subject ROFO Space. Tenant shall be deemed tohave refused the Subject ROFO Space. After any refusal, Tenant shall have nofurther right of first offer for any ROFO Space and Landlord shall be free tolease such space to any party for any term on terms and conditions acceptableto Landlord and this Exhibit C**shallterminate. If Tenant exercises its right of first offer wish respect to theSubject ROFO Space, such space shall be added to the Premises for all purposesof this lease for the remaining Term of the Lease (but in no event less thanthree (3) years) on (a) the terms specified in Landlord’s ROFONotice, and (b) the terms of this Lease to the extent that they do not conflictwith the terms specified in Landlord’s ROFO Notice, except that Tenant shallhave no further renewal or expansion rights.

 

B.                        Tenant’sright of first offer is subject to the conditions that: (i) on the datethat Tenant delivers its notice exercising its right of first offer. Tenant isnot in default under the Lease after the expiration of any applicable noticeand cure periods, and (ii) Tenant shall not have assigned the Lease, orsublet and portion of the Premises under a sublease which is in effect at anytime during the period commencing with Tenant’s delivery of its notice andending on the date the ROFO Space is added to the Premises.

 

C.                        Promptlyafter Tenant’s**exercise**of its right of first offer, Landlordshall execute and deliver to Tenant an amendment to the Lease to reflectchanges in the Premises, Base Rental, Tenant’s proportionate share and anyother appropriate terms changed by the addition of the ROFO Space. Within ten**(10) days thereafter, Tenant shallexecute and return the amendment.

 

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