exv10w29






Exhibit 10.29




Master Lease Agreement



MASTER LEASE AGREEMENT (“Master Lease”) dated as of 4/11/06 between The CIT Group/Equipment
Financing, Inc. (Lessor),




	 	 	 	 	 	 	 	 	 	 	 	 	 
	having a place of business at

	 	P.O. BOX 27248
	 	TEMPE
	 	AZ
	 	 	85285	 	 	 
	 	 	 
	 

	 	Address
	 	City
	 	State
	 	Zip Code
	 	 






	 	 	 	 	 
	and

	 	READY MIX, INC.
	 	(“Lessee”),
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	having a place of business

	 	3430 E. FLAMINGO ROAD, SUITE 100
	 	LAS VEGAS
	 	NV
	 	 	89121	 	 	 
	 	 	 
	 

	 	Address
	 	City
	 	State
	 	Zip Code
	 	 





This Master Lease Agreement provides a set of terms and conditions that the parties hereto intend
to be applicable to various transactions for the lease of personal property. Each lease contract
shall be evidenced by an equipment schedule (“Schedule”) executed by Lessor and Lessee that
explicitly incorporates the provisions of this Master Lease Agreement and that sets forth
specific terms of that particular lease contract. Where the provisions of a Schedule conflict with
the terms hereof, the provisions of the Schedule shall prevail. Each Schedule shall constitute a
complete and separate lease agreement, independent of all other Schedules, and without any
requirement of being accompanied by an originally executed copy of this Master Lease Agreement.
The term “Lease” when used herein shall refer to an individual Schedule.



One originally executed copy of the Schedule shall be denominated “Originally Executed Copy No. 1
of 1 originally executed copies” and such copy shall be retained by Lessor. If more than one copy
of the Schedule is executed by Lessor and Lessee, all such other copies shall be numbered
consecutively with numbers greater than 1. Only transfer of possession by Lessor of the originally
executed copy denominated “Originally Executed Copy No. 1” shall be effective for purposes of
perfecting an interest in such Schedule by possession.




1. Equipment Leased and Term.



This Lease shall cover such personal property as is described in any Schedule executed by or
pursuant to the authority of Lessee, accepted by Lessor in writing and identified as a part of
this Lease (which personal property with all replacement parts, additions, repairs, accessions and
accessories incorporated therein and/or affixed thereto is hereinafter called the “Equipment”).
Lessor hereby leases to Lessee and Lessee hereby hires and takes from Lessor, upon and subject to
the covenants and conditions hereinafter contained, the Equipment described in any Schedule.
Notwithstanding the commencement date of the term of this Lease with respect to any item of
Equipment, Lessee agrees that all risk of loss of the Equipment shall
be on Lessee from and after
shipment of the Equipment to Lessee by the seller thereof, F.O.B. seller’s point of shipment, the
date of such shipment being hereinafter called “date of shipment.” The term of this Lease with
respect to any item of Equipment shall be for the period as set forth in the Schedule. Lessee
hereby gives Lessor authority to insert the actual commencement date
and date of first monthly
rental for any item of Equipment in any Schedule as well as such items as serial numbers if such
are not already inserted when such Schedule is executed by Lessee. “Seller” as used in this Lease
means the supplier from which Lessor acquires any item of Equipment.




2. Rent.



Lessee shall pay to Lessor rent for each item of Equipment in the amounts and at the times
specified in the Schedule. Any payment not made when due shall, at the option of Lessor, bear late
charges thereon calculated at the rate of 1 1/2% per month, but in no event greater than the
highest rate permitted by relevant law.



All rent shall be paid at Lessor’s place of business shown above, or such other place as Lessor
may designate by written notice to the
Lessee. All rents shall be paid without notice or demand and without abatement, deduction or set
off of any amount
whatsoever. The operation and use of the Equipment shall be at the risk of Lessee and not of
Lessor and the obligation of Lessee to
pay rent hereunder shall be unconditional.




3. No Warranties by Lessor; Maintenance and Compliance with Laws.



Lessor, not being the manufacturer of the Equipment, nor manufacturer’s agent, MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, QUALITY, DESIGN, CONDITION,
CAPACITY, SUITABILITY, MERCHANTABILITY OR PERFORMANCE OF THE Equipment OR OF THE MATERIAL OR
WORKMANSHIP THEREOF, IT BEING AGREED THAT THE Equipment IS LEASED “AS IS” AND THAT ALL SUCH RISKS,
AS BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE AT ITS SOLE
RISK AND EXPENSE, Lessee
accordingly agrees not to assert any claim whatsoever against Lessor based thereon. Lessee further
agrees, regardless of cause, not to assert any claim whatsoever against Lessor for loss of
anticipatory profits or consequential damages. Lessor shall have no obligation to install, erect,
test, adjust or service the Equipment.




			
	 	 	 
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— TRAC
	 	Page 1 of 8






 









 





Lessee
shall look to the manufacturer and/or Seller for any claims related to the Equipment.
Lessor hereby acknowledges that any manufacturer’s and/or Seller’s warranties are for the benefit
of both Lessor and Lessee.



No oral
agreement, guaranty, promise, condition, representation or warranty
shall be binding; all
prior conversations, agreements or
representations related hereto and/or to the Equipment are integrated herein, and no modification
hereof shall be binding unless in
writing signed by Lessor. Lessee agrees, at its own cost and expense:





	(a)	 	to pay all shipping charges and other expenses incurred in connection with the shipment of the
Equipment by the Seller to Lessee;
	 
	(b)	 	to pay all charges and expenses in connection with the operation of each item of Equipment;
	 
	(c)	 	to comply with all governmental laws, ordinances, regulations, requirements and rules with
respect to the use, maintenance and operation of the Equipment; and
	 
	(d)	 	to make all repairs and replacements required to be made to
maintain the Equipment in the
condition set forth in Rider A to the Schedule.




4. Insurance.



Lessee shall maintain at all times on the Equipment, at its expense, all-risk physical damage
insurance and comprehensive general
and/or automobile (as appropriate) liability insurance (covering bodily injury and property
damage exposures including, but not limited to,
contractual liability and products liability) in such amounts, against such risks, in such form
and with such insurers as shall be satisfactory
to Lessor; provided, that the amount of all-risk physical damage insurance shall not on any date
be less than the greater of the full
replacement value or the Stipulated Loss Value of the Equipment as of such date.



Each
physical damage insurance policy will name Lessor as loss payee. Each liability insurance
policy will name Lessor as additional
insured. Each insurance policy will also require that the insurer give Lessor at least thirty (30)
days prior written notice of any alteration in
or cancellation of the terms of such policy and require that Lessor’s interests be continued
insured regardless of any breach or violation
by Lessee or others of any warranties. declarations or conditions
contained in such insurance
policy. In no event shall Lessor be
responsible for premiums, warranties or representations to any insurer or any agent thereof.
Lessee shall furnish to Lessor a certificate
or other evidence satisfactory to Lessor that such insurance coverage is in effect, but Lessor
shall be under no duty to ascertain the
existence or adequacy of such insurance. The insurance maintained by Lessee shall be primary
without any right of contribution from
insurance which may be maintained by Lessor. Lessee shall be liable
for all deductible portions of
all required insurance. Lessor may,
at its own expense, for its own benefit, purchase insurance in excess of that required under this
Lease Agreement. Physical damage
insurance proceeds shall be applied as set forth in Section 5.




5. Loss and Damage.



Lessee agrees to assume and bear the entire risk of any partial or complete loss with respect to
the Equipment from any and every
cause whatsoever including theft, loss, damage, destruction or governmental taking, whether or not
such loss is covered by insurance or
caused by any default or neglect of Lessee. Lessee agrees to give Lessor prompt notice of any
damage to or loss of any Equipment. All
physical damage insurance proceeds shall be payable directly to Lessor. If any of the Equipment is
lost, destroyed, damaged beyond
repair, or taken by governmental action, Lessee shall pay to Lessor on the next rent payment date
following such loss or taking the
Stipulated Loss Value for such Equipment (computed as of the rent payment date on or immediately
preceding the date of such loss or
taking), and any other amounts then due and owing hereunder
(including all rent payments due on or
prior to the date of such Stipulated
Loss Value payment) with respect to that Equipment, and the Lease for such Equipment shall
terminate when such payment is made.
Following payment of any Stipulated Loss Value, and if no Event of Default as defined in Section
10 has occurred and remains
continuing, Lessor will then:





	(a)	 	transfer to Lessee Lessor’s rights to such Equipment “as-is, where-is and with all defects,”
without recourse and without
representation or warranty, express or implied, other than a warranty that the Equipment is free
and clear of any liens created by
Lessor; and
	 
	(b)	 	remit to Lessee any physical damage insurance proceeds arising out of such loss up to the
amount of the Stipulated Loss Value
paid.




Lessee shall determine in the exercise of its reasonable judgment whether the Equipment is damaged
beyond repair, subject to Lessor’s
approval. In the event of damage or loss which does not result in damage beyond repair or a total
loss of the Equipment or any item
thereof, Lessee shall cause the affected Equipment to be restored to the condition required by the
 terms of this Lease. Upon completion of such repair and after supplying Lessor with satisfactory
evidence thereof (and provided no Event of Default has occurred and remains continuing), Lessee
shall be entitled to receive any insurance proceeds or other recovery to which Lessor would
otherwise be entitled in connection with such loss up to the amount expended by Lessee in making
the repair.




			
	 	 	 
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— TRAC
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Lessor shall not be obligated to undertake by litigation or otherwise the collection of any
claim against any person for loss of, damage to, or governmental taking of the Equipment, but
Lessor will cooperate with Lessee at Lessee’s expense to pursue such claims.



Except as expressly provided above, the total or partial destruction of any Equipment or Lessee’s
total or partial loss of use or
possession thereof shall not release or relieve Lessee from its obligations under this Master
Lease or any Schedule including the duty to
pay the rent(s) herein provided.




6. Taxes.



Lessee shall pay, and shall indemnify and hold Lessor harmless from and against, on an after-tax
basis, all fees, taxes, withholdings, assessments and other governmental charges, however
designated together with any penalties, fines or interest, if any, thereon, (collectively, the
“Impositions”) which are at any time levied or imposed
against lessor, Lessee, this Lease, the
Equipment or any part thereof by any Federal, state, local or foreign government or taxing
authority upon, with respect to, as a result of or measured by (i) the Equipment (or any part
thereof), or this Lease or the interest of the Lessor therein; or (ii) the purchase, ownership,
delivery, leasing, possession, maintenance, use, operation, return, sale or other disposition of
the Equipment or any part thereof; or (iii) the rentals, receipts or earnings payable under this
Lease or otherwise arising from the Equipment or any part thereof;
excluding, however, taxes based
on or measured by the net income of Lessor. Lessor (a) shall pay, and promptly upon receipt of
Lessor’s invoice therefor Lessee shall reimburse Lessor for paying, any impositions, and (b) in
case any report or return is required to be filed with respect to any impositions, Lessor will
make such report or return to show Lessor’s ownership of the Equipment Lessor and Lessee may
instead agree in writing that Lessee will pay any impositions directly or file any such reports
or returns. Lessee’s obligations under this Section shall survive the expiration or termination
of this Lease.




7.
Lessor’s Title, Right of Inspection and Identification of Equipment.



Title to the Equipment shall at all times remain in Lessor, except as provided in the next
sentence. With respect to any
software financed hereunder as to which Lessor is not the licensee or licensor, Lessee hereby
grants Lessor a security interest
in such software to secure the payment and performance of Lessee’s obligations under this Lease.
Lessee will at all times
protect and defend, at its own cost and expense, the title of Lessor from and against all claims,
liens and legal processes of creditors of
Lessee and keep all the Equipment free and clear from all such claims, liens and processes. The
Equipment is and shall remain
personal property. Upon the expiration or termination of this Lease with respect to any item of
Equipment Lessee shall return such
Equipment in accordance with the provisions set forth in Rider A to the Schedule.



Lessor shall have the right from time to time during reasonable business hours to enter upon
Lessee’s premises or elsewhere for the purpose of confirming the existence, condition and proper
maintenance of the Equipment and during any period of storage Lessor shall also have the right to
demonstrate and show the Equipment to others. The foregoing rights of entry are subject to any
applicable governmental laws, regulations and rules concerning industrial security. Lessee shall,
upon the request of Lessor, and at its own expense firmly affix to the Equipment, in a
conspicuous place, such a decalcomania or metal plate as shall be supplied by Lessor showing the
Lessor as the owner and lessor of such Equipment.




8. Possession, Use and Changes in Location of Equipment.



So long as Lessee shall not be in default under the Lease it shall be entitled to the possession
and use of the Equipment in accordance with the terms of this Lease. The Equipment shall be used
in the conduct of the lawful business of Lessee, and no item of Equipment shall be removed from
its location shown on the Schedule, without the prior written consent of Lessor. Lessee shall not,
without Lessor’s prior written consent, part with possession or control of the Equipment or attempt
or purport to sell, pledge, mortgage or otherwise encumber any of the Equipment or otherwise
dispose of or encumber any interest under this Lease.




9. Performance of Obligations of Lessee by Lessor.



In the
event that the Lessee shall fail duly and promptly to perform any of its obligations under
the provisions of Sections 3, 4, 5, 6, and 7 of this Lease, Lessor may, at its option, perform the
same for the account of Lessee without thereby waiving such default, and any amount paid or
expense (including reasonable attorneys’ fees), penalty or other liability incurred by Lessor in
such performance, together with interest at the rate of 1 1/2% per month thereon (but in no event
greater than the highest rate permitted by relevant law) until paid by Lessee to Lessor, shall be
payable by Lessee upon demand as additional rent for the Equipment. Lessee shall be responsible
for and pay to Lessor a returned check fee, not to exceed the maximum permitted by law, which fee
will be equal to the sum of (i) the actual bank charges incurred by Lessor plus (ii) all other
actual costs and expenses incurred by Lessor. The returned check fee is payable upon demand as
additional rent under this Lease.




10. Default.



An Event of Default shall occur If:





	(a)	 	Lessee fails to pay when due any installment of rent and such failure continues for a period of
10 days;





			
	 	 	 
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	(b)	 	Lessee shall fail to perform or observe any covenant, condition or agreement to be
performed or observed by it hereunder and such
failure continues uncured for 15 days after written notice thereof to Lessee by Lessor;
	 
	(c)	 	Lessee ceases doing business as a going concern, makes an
assignment for the benefit of
creditors, admits in writing its inability to
pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a
bankrupt or an insolvent, files a petition
seeking for itself any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar arrangement under
any present or future statute, law or regulation or files an answer admitting the material
allegations of a petition filed against it in any
such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or
liquidator of it or of all or any substantial
part of its assets or properties, or if it or its shareholders shall take any action looking to
its dissolution or liquidation;
	 
	(d)	 	within 60 days after the commencement of any proceedings against Lessee seeking
reorganization, arrangement, readjustment,
liquidation, dissolution or similar relief under any present or future statute, law or
regulation, such proceedings shall not have been
dismissed, or if within 60 days after the appointment without Lessee’s consent or acquiescence
of any trustee, receiver or liquidator
of it or of all or any substantial part of its assets and properties, such appointment shall
not be vacated;
	 
	(e)	 	Lessee attempts to remove, sell, transfer, encumber, part with possession or sublet the
Equipment or any item thereof;
	 
	(f)	 	Lessee defaults in payment or performance of any obligation or indebtedness of any kind or
description, whether direct, indirect,
absolute or contingent, due or to become due, now existing or hereafter arising owing to Lessor
or any of its agents or affiliates;
	 
	(g)	 	Any warranty, representation or statement made or furnished to Lessor by or on behalf of
Lessee in or in connection with this Lease
proves to have been false in any material respect when made or furnished; or
	 
	(h)	 	A third party takes any action to foreclose on, obtain
possession or control of, collect,
sell or otherwise dispose of or exercise any rights with respect to any of the Equipment
without the express written consent of Lessor.





11. Remedies Upon Default.



Upon the occurrence of an Event of Default, Lessor shall have all the rights and remedies
provided by applicable law and by this Lease. Notwithstanding that this Agreement is a lease and
title to the Equipment is at all times in Lessor, Lessor may nevertheless at its option choose
those rights and remedies of a secured party under the Uniform Commercial Code. In addition,
Lessor, at its option, may:





	(a)	 	by notice to Lessee terminate this Lease effective on the date such Event of Default first
occurred;
	 
	(b)	 	proceed by appropriate court action or actions or other proceedings either at law or equity
to enforce performance by the Lessee of
any and all covenants of this Lease and to recover damages for the
breach thereof;
	 
	(c)	 	Lessor and/or its agents may without notice or liability or
legal process, enter into any
premises of or under control or jurisdiction of
Lessee or any agent of Lessee where the Equipment may be or by Lessor is believed to be, and
repossess all or any item thereof,
disconnecting and separating all thereof from any other property and using all force necessary
or permitted by applicable law so to
do, Lessee hereby expressly waiving all further rights to possession of the Equipment and all
claims for injuries suffered through or
loss caused by such repossession or demand that Lessee deliver the Equipment forthwith to Lessor
at Lessee’s expense at such
place as Lessor may designate; and
	 
	(d)	 	elect to sell, release or otherwise dispose of all or part of the Equipment or to retain all
or part thereof, in such manner and on such
terms and conditions as Lessor may determine in its sole discretion, with or without notice to
Lessee which Lessee hereby waives to
the extent permitted by applicable law (Lessor may sell or lease the Equipment at a time and
location of its choosing provided that
the Lessor acts in good faith and in a commercially reasonable manner); 
	 
	(e)	 	declare immediately due and payable any unpaid rent, late charges and any other amounts due
hereunder that accrued on or before
the occurrence of the Event of Default, plus as liquidated damages for loss of the bargain and
not as a penalty, an amount equal to
the Stipulated Loss Value for the Equipment as of the rent payment date immediately preceding
the date Lessor declares the Lease
in default, and, in addition, all attorney and court costs incurred by Lessor relating to the
enforcement of its rights under the Lease.
Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or without
notice, without having the Equipment
present at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all or
part of the Equipment, subject, however, to
its obligation to mitigate damages;

	 
	 	 	 and Lessor may use Lessee’s premises for any or all of the foregoing. The proceeds of sale,
lease or other disposition, if any, of the Equipment shall be applied (1) to all Lessor’s
costs, charges and expenses incurred in taking, removing, holding, repairing and selling,
leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extent
not previously paid by Lessee, to pay Lessor the Stipulated Loss Value of the Equipment plus
any accrued and unpaid rent, late charges, indemnities and any other amounts then remaining
unpaid under the Lease; then (3) to reimburse to Lessee any such sums previously paid by Lessee
as liquidated damages; (4) any surplus shall be retained by
Lessor. In no event shall Lessee
upon demand by Lessor for payment hereunder or otherwise be obligated to pay any amount in
excess of that permitted by law.





			
	 	 	 
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— TRAC
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The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of
any future breach of the same or any other obligation. No remedy of Lessor hereunder shall be
exclusive of any remedy herein or by law provided, but each shall be cumulative and in addition
to every other remedy.




12. Indemnity.



Lessee agrees that Lessor shall not be liable to Lessee for, and Lessee shall indemnify and save Lessor
harmless from and against any and all liability, loss, damage,
expense, causes of action, suits,
claims or judgments arising from or caused directly or indirectly by:





	(a)	 	Lessee’s failure to promptly perform any of its obligations under the provisions of Sections
3, 4, 5, 6 and 7 of this Lease; or
	 
	(b)	 	injury to persons or damage to property resulting from or based upon actual or alleged use,
operation, delivery or transportation of any or all of the Equipment or its location or
condition; or
	 
	(c)	 	inadequacy of the Equipment, or any part thereof, for any purpose or any deficiency or defect
therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any
delay in providing or failure to provide any thereof or any interruption or loss of service or
use thereof or any loss of business; and shall, at its own cost and expense, defend any and all
suits which may be brought against Lessor, either alone or in conjunction with others upon any
such liability or claim or claims and shall satisfy, pay and discharge any and all judgments and
fines that may be recovered against Lessor in any such action or actions, provided, however, that
Lessor shall give Lessee written notice of any such claim or demand. Lessee agrees that its
obligations under this Section 12 shall survive the expiration of termination of this Lease.





13. Lessee’s Warranties.



Lessee warrants that each item of Equipment has the recovery period under Section 168(c) of the
Internal Revenue Code of 1986 as amended or any comparable successor law (“Code”) as set forth on
the Schedule and will be eligible for depreciation deductions determined by using the method
specified in Section 168(b)(i) of the Code commencing with the taxable year of Lessor that
includes the delivery date and using a basis equal to Lessor’s cost as set forth on the Schedule;
a reasonable estimate of the useful life of each item of Equipment is at least 125% of its lease
term; a reasonable estimate of the fair market value of each item of Equipment at the end of its
lease term is at least 20% of Lessor’s cost therefore; and Lessee will not use the Equipment in a
manner which will result in foreign source income for Lessor; and this Lease constitutes a
“qualified motor vehicle operating agreement” within the meaning of Section 7701(h)(2) of the
Code, the Equipment constitutes “motor vehicles” within the meaning of such Section 7701(h)(2)
and the provisions of Section 18 hereof constitute a “terminal rental adjustment clause” within
the meaning of Section 7701(h)(3) of the Code.




14. Tax Indemnity.



Lessor has calculated the rent payments and Stipulated Loss Values for each Schedule based in part
on Lessee’s warranties herein and on the assumptions that Lessor shall be entitled to all tax
benefits of ownership with respect to the Equipment (the “Tax Benefits”), including but not limited
to, (i) the accelerated cost recovery deductions determined in accordance with Section 168(b)(1) of
the Code for each item of Equipment based on the cost and depreciable life thereof specified on the
Schedule, (ii) deductions for interest on any Indebtedness incurred by Lessor to finance any item
of Equipment and (iii) sourcing of Income and losses attributable to this Lease to the United
States. Lessee agrees to take no action inconsistent with the foregoing or which would result in
the loss, disallowance or unavailability to Lessor of all or any part of the Tax Benefits. Lessee,
for any reason whatsoever, including as a result of any amendment to the Code or any other change
in tax law occurring after the date of the Lease (“Tax Law Change”), hereby indemnifies and holds
harmless Lessor from and against (i) any of the following: (1) the loss, disallowance,
unavailability or recapture of all or any part of the Tax Benefits, if Lessor shall not be entitled
or shall determine that it shall not have substantial authority to claim, shall suffer a
disallowance of, or shall be required to recapture all or any part of the Tax Benefits; (2) Lessor’s
originally contemplated after-tax rate of return (“Net Return”) is otherwise adversely affected by
a Tax Law Change (including a tax rate change); (3) Lessor shall be required to include in its
gross income for any period before the expiration or termination of this Lease any amount other
than (a) the rent in the respective specified monthly payment amounts and not prior to the
respective periods to which rent is allocable under the terms of this Lease and (b) any other
amounts to the extent not offset by deductions for such amounts in Lessor’s taxable year in which
such amount are includible in gross income; or (4) any item of income, gain, loss, deduction or
credit with respect to the Equipment shall be treated or derived from, or allocable to, sources
without the United States and consequently Lessor shall be able to utilize as a credit against its
Federal Income tax liability in any year, a smaller amount of foreign taxes than it would have been
able to utilize had such item of income, gain, loss, deduction or credit not been treated as
derived from, or allocable to sources without the United States; plus (ii) all interest penalties,
fines or additions to tax resulting from such loss, disallowance, unavailability or recapture; plus
(iii) all taxes required,  to be paid by Lessor upon receipt of the indemnity set forth in this
paragraph which shall be computed at the highest marginal statutory tax rate then applicable to
Lessor. Any indemnity payments made by Lessee shall be calculated so as to allow Lessor to maintain
its Net Return with respect to the Lease. Payment shall be made in immediately available funds
within 30 days after receipt of a written demand therefor from Lessor. In the event of an indemnity
payment, Stipulated Loss Values shall be adjusted by Lessor to those values determined by Lessor as
necessary to maintain Lessor’s Net Return. For the purposes of this Section, “Lessor” includes for
all tax purposes the consolidated taxpayer group of which Lessor is part.




15. Assignment, Notices and Waivers.




			
	 	 	 
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This Lease and all rights of Lessor hereunder shall be assignable by Lessor without Lessee’s
consent, but Lessee shall not be obligated to any assignee of Lessor except after written notice of
such assignment from Lessor. Following such assignment, solely for the purpose of determining
assignee’s rights hereunder, the term “Lessor” shall be deemed to include or refer to Lessor’s
assignee. Without the prior written consent of Lessor, Lessee shall not assign this Lease or its
Interests hereunder or enter into any sub-lease with respect to the Equipment covered hereby. All
notices to Lessor shall be delivered in person to an officer of the Lessor, or shall be sent
certified mail return receipt requested to Lessor at its address shown herein or at any later
address last known to the sender. All notices to Lessee shall be in writing and shall be delivered
by mail at its address shown herein or at any later address last
known to the sender. A waiver of a
default shall not be a waiver of any other or a subsequent default.




16. Further Assurances.



Lessee shall execute and deliver to Lessor, upon Lessor’s request such instruments and assurances
as Lessor deems necessary or advisable for the confirmation or perfection of this Lease and
Lessor’s rights hereunder and to enable Lessor to fulfill all of its tax filing obligations.
Lessee may not terminate any Schedule without the written consent of Lessor. If Lessor in good
faith believes itself insecure or performance impaired, it may declare a default hereunder or,
instead of declaring a default, Lessor may demand, and Lessee hereby agrees to give, additional
Equipment or other collateral as security for the obligations hereunder. If any of the Equipment
consists of software, Lessee agrees, at Lessor’s request, to inform Lessor of the name of the
licensor of such software and to provide Lessor with a copy of the license agreement.




17. Lease Irrevocability.



This Lease
is irrevocable for the full terms thereof as set forth in any Schedule and for the
aggregate rentals therein reserved and the rent shall not abate by reason of termination of
Lessee’s right of possession and/or the taking of possession by the Lessor or for any other
reason.




18. Terminal Rental Adjustment Clause.





	(a)	 	Sale of Equipment. Subject to Subsection 18(b) hereof, the fair market sale value of
Equipment as of the final day of the lease term (the “Expiration Date”) shall be determined,
and the Equipment shall be sold, as follows;
	 
	(i)	 	Purchase by Highest Bidder. During the 90-day period prior to the Expiration Date, Lessor
shall obtain bids for all items of Equipment from prospective purchasers. Lessee shall be
free to bid on such Equipment during such period. Lessor shall sell such Equipment to the
highest bidder on an “as-is, where-is” basis within ten (10) days after the Expiration Date,
by delivery of a bill of sale, without representation or warranty, express or implied,
except as to the absence of liens created by Lessor, provided that the conditions of such
sale shall not be deemed to limit Lessee’s obligations under Section 7 hereof. Lessor shall
inform each bidder, including Lessee, of the amount of all bids received from other bidders
before and after receipt of a bid from such bidder and each bidder, including Lessee, may
bid as many times as it chooses during the 100-day aggregate period referred to above.
Lessee shall pay or reimburse to Lessor all taxes (other than income taxes on any gain on
such sale), costs and expenses (including legal fees and expenses) incurred or paid by
Lessor in connection with such sale or of the sale described in Subsection 18(a)(ii). The
Actual Residual Value shall be deemed to equal the purchase price received for such
Equipment by Lessor net of all amounts referred to in the preceding sentence.
	 
	(ii)	 	No Available Bidder. In the event no bids are received or the Equipment is not sold during
the 100-day aggregate period referred to above, Lessee and Lessor agree that a disposition of
such Equipment shall have occurred and, in view of the uncertainties of market conditions and
the parties’ inability to predict what the actual sale price of such Equipment would be, that
the Actual Residual Value shall equal zero for purposes of the rental adjustment set forth in
Subsection 18(b) hereof, provided that if and when Lessor sells such Equipment, the Actual
Residual Value shall be deemed to equal the purchase price received for such Equipment by
Lessor net of all amounts referred to in the fifth sentence of the preceding paragraph, and
the rental adjustment set forth in Subsection 18(b) hereof shall be recomputed and payable on
such basis, without interest.
	 
	(b)	 	Rent Adjustment.
	 
	(i)	 	In the event (1) that the Actual Residual Value of the Equipment is less than the percentage
(“TRAC percentage”) of the aggregate Lessor’s cost set forth in the Schedule (the “Estimated
Residual Value”), then Lessee shall pay to Lessor, as an adjustment to the rent payable on
the Expiration Date, an amount equal to the excess of the Estimated Residual Value over such
Actual Residual Value and (2) that if the Actual Residual Value of the Equipment is greater
than the Estimated Residual Value, then Lessor shall pay to Lessee,
as an adjustment to the
rent payable on the Expiration Date, an amount equal to the excess of such Actual Residual
Value.
	 
	(ii)	 	In the event that the Equipment is sold by Lessor pursuant to Section 11 hereof and the
amount realized on such sale, net of all taxes, costs and expenses (including without
limitation, legal fees and expenses) incurred or paid by Lessor in connection with such sale
of such Equipment, is in excess of the sum of (1) the Stipulated Loss Value determined as of
the rent payment date on or immediately preceding the date of such sale, and (2) all accrued
and unpaid rent for such Equipment due on all rent payment dates





			
	 	 	 
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	 	 	up to and on the date of such sale (together with interest on such amounts at the late charge
rate from such rent payment dates), then Lessor shall pay to Lessee, as an adjustment to the
rent payable hereunder, an amount equal to such excess.
	 
	(iii)	 	Any payments required to be made by this Subsection 18(b) shall be made, in the event the
Equipment is not sold, on the Expiration Date, and, in the event such Equipment is sold, on
the date of such sale. Lessor’s obligation to sell such Equipment to Lessee under Subsection
18(a) hereof is contingent upon receipt by Lessor of the Equipment and the amount, if any,
payable to Lessor by Lessee under this Subsection 18(b).





19. Miscellaneous.





	(a)	 	This Lease constitutes the entire agreement between Lessor and Lessee with respect to the
Equipment and supersedes all prior correspondence between the parties. No covenant, condition
or other term of provision hereof shall be deemed waived, amended, or modified by either
party unless such waiver, amendment, or modification is in writing and signed by each of the
parties hereto. Section headings are for convenience only and shall not be construed as part
of this Lease.

Lessee’s initials                     
	 
	(b)	 	This Lease shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except as otherwise provided herein.
	 
	(c)	 	Any provision of this Lease which may be prohibited or unenforceable in any jurisdiction
shall not, as to such jurisdiction, invalidate the remaining provisions hereof and shall not
invalidate or render unenforceable such provision in any other jurisdiction.
	 
	(d)	 	LESSOR AND LESSEE IN ANY LITIGATION RELATING TO OR IN CONNECTION WITH THIS LEASE IN WHICH
THEY SHALL BE ADVERSE PARTIES WAIVE TRIAL BY JURY.
	 
	(e)	 	In the event this Lease or any part hereof is deemed to create a security interest, Lessee
grants Lessor a security interest in each item of Equipment as security for all of Lessee’s
indebtedness and obligations owing under this Lease and under each Schedule as well as all
other present and future indebtedness and obligations of Lessee to Lessor of every kind and
nature whatsoever. Lessee authorizes Lessor to file financing statements with respect to the
Equipment and ratifies the filing by Lessor of any such financing statement previously filed.
	 
	(f)	 	If Lessee is an organization, Lessee (a) is the type of organization, (b) is organized
under the laws of the jurisdiction, (c) has its chief executive office, and (d) if it is a
“registered organization” as defined in Article 9 of the Uniform Commercial Code (i.e.,
organized solely under the laws of a single state and as to which the state must maintain a
public record showing the organization to have been organized), has the organizational
identification number (or, if none, has been assigned no such number by the state of
organization), all as set forth under Lessee’s name (which is its exact and complete legal
name) at the signature line of this Lease. If Lessee is an individual, Lessee’s exact and
complete legal name and principal residence are as set forth at and under Lessee’s name at
the signature line of this Lease. Lessee agrees to notify Lessor in writing immediately in
the event of a change in any of the foregoing facts and information.





20. Special Provisions.



See Trac Certificate consisting of one (1) page attached hereto and made a part hereof.

See Financial Covenant Rider consisting of Two (2) pages attached hereto and made a part hereof.



If Lessee is a corporation, this Lease is executed by authority of its Board of Directors. If
Lessee is a partnership or joint venture, this Lease is executed by authority of all its partners
or co-venturers.




Dated: 4/11/2006




Lessee:




	 	 	 	 	 	 	 	 	 	 	 
	READY MIX, INC.	 	 
	 	 	 
	Name of individual, corporation or partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Clint Tryon 	 	 	 	Title	 	CFO 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 	 	If corporation, have signed by President, Vice President or Treasurer, and give official title.

If owner or partner, state which.
	 
	 	 	 	 	 	 	 	 	 	 
	If an organization,	 	If an individual,
	 
	 	 	 	 	 	 	 	 	 	 
	Type of organization:
Corp.	 	Principal residence:
	 
	 	 	 	 	 	 	 	 	 	 
	Jurisdiction of organization: NV	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Organizational identification	 	 	 	 	 	 






			
	 	 	 
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number (or “None”): C13669-1996




Location of chief executive office: NV




THE CIT GROUP/EQUIPMENT FINANCING, INC.




	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ [ILLEGIBLE]	 	 	 	Title	 	[ILLEGIBLE]	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	If Lessee is a partnership, enter:
	 
	 	 	 	 	 	 	 	 	 	 
	Partners’ names	 	Home addresses






			
	 	 	 
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