Exhibit 10.43
AMENDMENT TO LEASE
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THIS THIRD AMENDMENT TO LEASE, made and entered into this 16th
day of February 1996, by and between Xxxxxx Xxxxxxxx Company, a
Missouri corporation (hereinafter referred to as "Lessor") and
Xxxxxxx Piano & Organ Company, a Delaware corporation (hereinafter
referred to as "Lessee");
WITNESSETH:
WHEREAS, Wards Corner Associates Limited Partnership, an Ohio
limited partnership (hereinafter referred to as "Wards Corner
Associates") and Lessee entered into that certain Office Space
Lease Agreement (hereinafter referred to as "Lease"), dated June
16, 1986, for certain space containing approximately 50,000 square
feet of space (hereinafter referred to as the "Premises"), and
located at 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxx; and
WHEREAS, the primary term of said Lease commenced on June 15,
1986, and expired on December 31, 1991; and
WHEREAS, Wards Corner Associates and Lessee entered into that
First Amendment to Office Space Lease Agreement, dated December 1,
1986, wherein Lessor agreed to perform certain interior finish
work; and
WHEREAS, Landlord (f/k/a Xxxxxx Management Company) became the
successor in interest to Wards Corner Associates; and
WHEREAS, Landlord and Lessee entered into that certain Second
Amendment to Lease, dated June 11, 1991, wherein the term of said
Lease was extended an additional five (5) years, that is from
January 1, 1992 through and including December 31, 1996; and
WHEREAS, both Lessor and Lessee are desirous of further
amending said Lease;
NOW THEREFORE, for and in consideration of the foregoing, and
the mutual covenants set forth below, it is agreed that said Lease
is hereby modified and amended as follows:
1. The term of said Lease is hereby extended for a period of
two (2) years, that is from January 1, 1997 through and including
December 31, 1998, upon the same terms and conditions as said
Lease, except as set forth below.
2. Effective January 1, 1997, Lessee shall pay to Lessor, as
Base Rent for the Premises, an amount equal to Three Hundred
Eighty-five Thousand, Eight Hundred Forty-eight and 00/100 Dollars
($385,848.00), per year, payable in equal monthly installments of
Thirty-two Thousand, One Hundred Fifty-four and 00/100
($32,154.00). Payment shall be made in the time, manner and place
as set forth in said Lease.
3. Paragraph 2 of the Second Amendment to Lease and Section
2.3 of said Lease are hereby deleted in their entirety.
4. Lessee shall have the right and option to extend the term
of this Lease for one (1) renewal period of five (5) years upon the
following additional terms and conditions:
(a) Lessee shall not have received a notice of default
from Lessor which has not been cured by Lessee or waived by Lessor
at the time Lessee exercises its option or at the time the primary
term expires.
(b) Lessee shall give Lessor written notice exercising
Lessee's option to extend the term of said Lease not later than
June 30, 1998.
(c) During the renewal term, the Base Rent payable by
Tenant shall be increased according to the following:
MONTHLY ANNUAL
PERIOD BASE RENT BASE RENT
------ --------- ---------
Year 1 $39,959.00 $479,508.00
Year 2 $41,158.00 $493,896.00
Year 3 $42,393.00 $508,716.00
Year 4 $43,665.00 $523,980.00
Year 5 $44,975.00 $539,700.00
(d) All other terms and conditions of said Lease shall
be binding upon Lessor and Lessee and in full force and effect, as
if such terms and conditions were again fully recited herein.
(e) In the event Lessee does not exercise its option to
extend said Lease as herein provided, Lessor shall have the right,
during the six (6) months prior to the end of the term, to show the
Premises during normal business hours to other prospective lessees.
5. Provided said Lease is in full force and effect and
Lessee is not in default thereunder, Lessee shall have the right
and option to terminate said Lease to take effect at any time after
December 31, 1997. In order to exercise such option, Lessee must
give Lessor written notice at least six (6) months prior to the
effective date of termination. In the event Lessee elects to
terminate this Lease as aforesaid, Lessee shall pay to Lessor an
amount equal to all rents and other charges due Lessor through the
effective date of termination; and in the event any such amounts
are unknown at that time, an amount reasonably estimated by Lessor
to reflect Lessee's obligation under said Lease. Notwithstanding
the aforesaid, this Section, and Tenant's right herein to terminate
said Lease, shall automatically be null and void in the event
Tenant exercises its option to extend the term of this Lease
pursuant to Section 4, or said Lease is otherwise extended.
6. Section 19.8 of said Lease is hereby amended such that
any notice, consent of waiver required or permitted to be given or
served by Lessee to Lessor shall be mailed by certified mail,
return receipt requested, addressed as follows: Xxxxxx Xxxxxxxx
Company, 0000 Xxxxxxx Xxxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000.
7. Lessor and Lessee each warrant that, they have dealt with
no broker or other person claiming a commission for or in
connection with this Third Amendment to Lease, other than Xxxxxx
Xxxxxxxx Company and Cincinnati Commercial Realtors; and each party
shall hold the other party harmless for any breach of such
warranty. Lessor shall be liable for any commissions payable to
the aforesaid broker.
8. Lessee acknowledges that, to the extent of Lessee's
present knowledge and without investigation, Lessor has complied
with all alterations, additions, and replacements under said Lease
with respect to the Premises, and that the Premises are not in need
of repair or maintenance; and Lessee hereby ratifies acceptance of
the Premises in its present "AS IS" condition. This provision
shall not diminish, limit or void Lessor's obligations under
Section 7 of said Lease.
Except as hereby amended, all other terms and conditions of
said Lease as previously amended shall remain unchanged, and shall
be in full force and effect as if again recited herein.
WHEREFORE, the parties have executed this Third Amendment to
Lease the day and year first above written.
WITNESS/ATTEST: LESSEE:
XXXXXXX PIANO & ORGAN COMPANY,
a Delaware corporation
XXXXX X. XXXX
X. X. XXXXXX By: XXXXX X. XXXXXXXXX
Print Name: Xxxxx X. Xxxxxxxxx
Title: CEO & President
WITNESS/ATTEST: LESSOR:
XXXXXX XXXXXXXX COMPANY,
Agent for the Owner
XXXXXX X. XXXXX
XXXXX X. XXXXX By: XXXXXXXX X. XXXXXX
Print Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
& CFO
