**Exhibit10.20**

 

 

**LeaseAgreement**

 

THIS LEASE AGREEMENT (this “Lease”) is madeand entered into on this 17th day of December, 2004, by and between Red RockPartners, LLC, a Kentucky limited liability company whose address is 2718 UhlsRoad, Franklin Kentucky 42134, hereinafter referred to as “LESSOR”, and CWI,INC., a Kentucky corporation, hereinafter referred as “LESSEE” whose address is650 Three Springs Road, Bowling Green, KY 42104.

 

**Witnesseth:**

 

                WHERAS,the LESSOR is the owner of certain real property (hereinafter sometimesreferred to as the “Real Property”) located at the intersection Page Drive andHighway 100, Franklin, Simpson County, Kentucky, more particularly described inExhibit “A” which is attached hereto and made a part hereof byreference, and all improvements located on the Real Property, including,without limitation, the building (the “Building”) outlined on the site planattached hereto as Exhibit “A-1” (the Real Property, the Building andall other improvements now or hereafter existing on the Real Property aresometimes referred to herein, collectively, as the “Property”);

 

WHERAS, the LESSOR proposes to completerenovations to the Property by making certain improvements to the Property andthe Building so that it will be suitable by LESSEE for the uses contemplated bythis Lease all in accordance with the specifications set forth in Exhibit “B”attached hereto and made a part hereof by reference (hereinafter the “LESSOR’SWork”); and

 

WHERAS, the LESSOR desires to lease a portionof the Property during the Preliminary Term (as defined below) and the entireProperty during the New Term (as defined below) and LESSEE desires to lease aportion of the Property during the Preliminary Term and the entire Propertyduring the New Term pursuant to the terms and conditions of this Lease.

 

NOW, THEREFORE, in consideration of the rentsto be paid by the LESSEE to the LESSOR as hereinafter provided, and thecovenants and agreements hereinafter set forth, to be kept and performed byboth parties hereto, the LESSOR does hereby let, demise and lease the Premises(as defined below) unto the LESSEE for the Term and LESSOR hereby grants toLESSEE, its customers, guests, invitees, employees, agents and licensees alleasements, rights and privileges appurtenant thereto, under the following termsand conditions:

 

1.               PREMISES.  During the Preliminary Term the “Premises”(herein so called) shall consist of that portion of the Real Propertyidentified on the Site Plan as the “Initial Premises” and that portion of theBuilding consisting of approximately 175,000 square feet and identified on thefloor plan (the “Floor Plan”) attached hereto as Exhibit “A-2” as theInitial Premises”.  Effective as of thedate (the “New Term Commencement Date”) which is the later to occur of (a)February 1, 2008 or (b) the date upon which LESSOR delivers the AdditionalPremises to LESSEE in the condition required herein and continuing through theremainder of the Term, the Premises shall also consist of that portion of theReal Property identified on the Site Plan as the “Additional Premises” and thatportion of the Building identified on the Floor Plan as the “AdditionalPremises”.  The portion of the Propertyidentified on the Site Plan and the Floor Plan as the Initial Premises and theAdditional Premises shall, collectively, constitute the entire Property.  LESSOR represents and warrants that theBuilding consists of approximately 250,000 square feet and the Real Propertyconsists of approximately 33 acres.

 

2.               LEASE TERM.  The primary term (the “Primary Term”) of thisLease (a) shall commence on the date (the “Commencement Date”) which is thelater to occur of (i) February 15, 2005 or (ii) the date upon which LESSORsubstantially completes LESSOR’S Work and delivers the Premises to

 

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                        LESSEE insubstantially the condition required herein and (b) shall end at midnight onthe last day of the twentieth (20th) Lease Year (as defined below) followingthe Commencement Date.  The Primary Termshall consist of a preliminary term (the “Preliminary Term”) commencing on theCommencement Date and ending at midnight on the last day of the third (3rd)Lease Year and a new term (the “New Term”) commencing on the New TermCommencement Date and ending upon the expiration of the Primary Term.  Notwithstanding anything to the contrarycontained herein, (a) in the event the Commencement Date has not occurred byFebruary 15, 2005, Lessee shall receive two (2) days free rent for each dayafter February 15, 2005 until the Commencement Date occurs and (b) in the eventthe Commencement Date has not occurred by March 1, 2005,  LESSEE shall have the right to extend theCommencement Date to November 1, 2005, in which event the free rent in (a )above shall be limited to a total of twenty-six (26) days.  In the event LESSEE accepts possession of thePremises prior to February 15, 2005, the Commencement Date shall be the dateupon which the LESSEE accepts possession. For purposes of this Lease, a “Lease Year” shall be defined asthose consecutive twelve (12) month periods during the Primary Term or anyExtension Term ( as defined below), with the first Lease Year commencing on theCommencement Date and each subsequent Lease Year commencing on the annualanniversary thereof.  Upon theestablishment of the Commencement Date, LESSOR and LESSEE shall execute a formof Commencement Agreement acknowledging and agreeing to the Commencement Date.

 

3.               EXTENSIONS.  LESSEE shall have the option of extendingthis Lease for two (2) additional terms (hereinafter, collectively referred toas the “Extension Terms”, or individually as an “Extension Term”)of five (5) years each on the same terms and conditions as providedherein.  Notice of the exercise of suchoption shall be delivered by LESSEE to LESSOR, in writing, not later thanninety (90) days prior to expiration of the Primary Term or the then expiringExtension Term, as applicable.  ThePrimary Term and the Extension Terms are sometimes referred to herein,collectively, as the “Term”.

 

4.               CONSTRUCTION OF LESSOR’SWORK.  LESSOR shall complete, atLESSOR’S sole cost and expense, LESSOR’S WORK according to plans andspecifications to be prepared by LESSOR, at LESSOR’S expense, and approved byLESSEE, such approval not to be unreasonably withheld, conditioned or delayed(the “Plans”).  The Plans shall beprepared in accordance with the scope of work attached hereto as Exhibit “B”.  LESSOR’S Work shall be completed inaccordance with the Plans and the scope of work attached hereto as Exhibit “B”in a good and workmanlike manner and LESSOR shall deliver the Premises toTenant in substantially the condition required herein on or before theCommencement Date.  LESSOR shall utilizefirst quality new materials in connection with LESSOR’S Work and completeLESSOR’S Work in compliance with all applicable laws, ordinances, rules andstatutes.  The LESSEE from time to time,shall have the right, but not the obligation to inspect the progress of theconstruction of LESSOR’S Work.  LESSOR’SWork shall be deemed substantially completed when, notwithstanding LESSEE’Spossession of the Premises, that (a) LESSOR’S Work has been completed withthe exception of Punchlist Items (as defined below) and (b) a Certificateof Occupancy, or its equivalent, has been unconditionally issued for LESSEE’Soccupancy of the Premises; provided, however, in the event the portion ofLESSOR’S Work consisting of asphalt paving cannot be completed prior to theCommencement Date as the result of adverse weather conditions, for purposeshereof, LESSOR’S Work shall be deemed substantially completed so long as thearea to be paved has been graded and graveled for parking, with the asphaltpaving to be completed as soon as the weather permits.  As used herein, “Punchlist Items” shall meanminor items which can be completed by LESSOR following the Commencement Datewithout interference with LESSEE’S business operations or ability to completenecessary improvements necessary for LESSEE’S business operations, such as,without limiting the generality thereof, finish work and painting that wouldnot interfere with LESSOR’S ability to operate its business in the Premises.

LESSOR hereby consents toLESSEE constructing all work necessary for LESSEE’S business operations,including, without limitation, installing racking and fixtures and wiring andcabling for computer and phone systems (collectively, “LESSEE’S WORK”).  LESSEE shall have access to the Premisesfollowing the full execution of this Lease and prior to the Commencement Dateto complete

 

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LESSEE’S Work and preparethe Premises for the operation of LESSEE’S business. Notwithstanding anythingto the contrary, LESSEE’S access to the Premises prior to the date upon whichLESSOR completes LESSOR’S Work for the purpose of completing LESSEE’S Workshall not be deemed an acceptance by LESSEE of possession of the Premises,provided LESSEE has not begun business operations.  LESSEE shall be deemed to have begun businessoperations when LESSEE commences shipping and distributing products from thePremises.

 

5.               IMPROVEMENTALLOWANCE.  LESSOR shallpay to LESSEE an “Improvement Allowance” (herein so called) in an amount equalto the amount by which Five Hundred Twenty-Five Thousand and No/100 Dollars($525,000) exceeds the actual costs incurred by LESSOR in completing LESSOR’SWork; provided, however, for purposes hereof the cost incurred by LESSOR incompleting LESSOR’S WORK shall in no event be deemed to exceed the BudgetAmount (as defined below) and no individual component of LESSOR’S Work shall bedeemed to exceed the Budget Amount therefor.  The Improvement Allowance, less a reserve for the anticipated cost forcompleting the Punchlist Items, shall be paid by LESSOR to LESSEE withinfifteen (15) days following LESSEE’S delivery to LESSOR of the final list ofPunchlist Items.  Within fifteen (15)days following completion of the Punchlist Items, LESSOR shall pay to LESSEEthe unused portion, if any, of the reserve for Punchlist Items.  As used herein, the “Budget Amount” shallmean the amount set forth on Exhibit “B” as the amount budgeted for thecompletion of LESSOR’S WORK and the amount budgeted for each individualcomponent of LESSOR’S Work; provided, however, in the event LESSEE requests anychanges to the scope of LESSOR’S Work set forth on Exhibit “B”, LESSORand LESSEE shall mutually agree to a revised budgeted amount (the “New BudgetAmount”) based upon the additions or deletions, as applicable, requested byLESSEE to the scope of LESSOR’S Work. LESSEE shall reimburse LESSOR for the amount of the New Budget Amountwhich exceeds Five Hundred Twenty-Five Thousand and No/100 Dollars($525,000).  Following the completion ofLESSOR’S WORK, LESSOR shall provide to LESSEE copies of all invoices for LESSOR’SWork evidencing the total cost of LESSOR’S Work.  In addition to the Improvement Allowance,LESSOR acknowledges that LESSEE is negotiating with certain governmental andquasi-governmental authorities for certain incentives (the “Incentives”) forrelocating LESSEE’S distribution business to the City of Franklin, SimpsonCounty, Kentucky.  A portion of theIncentives may be paid in the form of a reimbursement for certain of the costsincurred by LESSOR in completing certain portions of LESSOR’S Work.  LESSOR acknowledges and agrees that all suchIncentives shall belong to LESSEE and in the event any of the Incentives arepaid to LESSOR, such Incentives shall immediately be paid by LESSOR to LESSEE.  The Incentives shall be in addition to the ImprovementAllowance payable by LESSOR to LESSEE hereunder and in no event shall theIncentives reduce the amount of the Improvement Allowance payable by LESSOR toLESSEE.  If LESSOR fails to pay theImprovement Allowance or any portion of the Incentives paid to LESSOR as setforth above, then the unpaid portion thereof shall accrue interest at theDefault Rate (as defined below) until paid and, in addition to all otherremedies available to LESSEE hereunder as the result of a default by LESSOR, atLESSEE’s option, LESSEE may offset the unpaid portion thereof, and all interestaccrued thereon, against the rent payable hereunder.  As used herein, the “Default Rate” shall meanthe rate of interest equal to the lesser of (i) the maximum rate permittedby law or (ii) fifteen percent (15%) per anum.

 

6.               LEASE PRICE.  Commencing on the Rent Commencement Date (asdefined below) and continuing during the Primary Term of this Lease, the LESSEEshall pay to the LESSOR rent for the use and occupancy of the Premises in accordancewith the attached Exhibit “C” (hereafter the “Base Rent). The Base Rent shallbe based upon a rate equal to $2.75 per square foot contained in the Buildingportion of the Premises, subject to increases as set forth herein; provided,however, for purposes hereof the Building portion of the Premises shall bedeemed not to exceed 175,000 square feet during the Preliminary Term or 250,000square feet during the New Term.  As usedherein, the Rent Commencement Date shall be the date which is the earlier tooccur of (a) the Commencement Date or (b) the date upon which LESSEE acceptspossession of the Premises.  The rentshall be paid to LESSOR at the address set forth herein, in advance, on amonthly basis. In addition to the monthly Base Rent payment, commencing on theRent Commencement Date, the LESSEE shall be

 

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                        responsible formaintaining the Premises, as set forth herein, paying premiums for insurancerequired to be maintained by LESSEE hereunder, paying real estate taxesassessed against the Premises, as set forth herein, and shall pay all sales anduses taxes levied or assessed against all Rent payments due under this lease(if any) simultaneously with each payment required hereunder.. Commencing withthe eleventh (11th) Lease Year, the Base Rent shall increase by anamount equal to the Base Rent for the tenth (10th) Lease Yearmultiplied by the percentage increase in the CPI (as defined below) over thepreceding five year period, with such five year period commencing with themonth which is three months prior to the end of the fifth (5th)Lease Year and ending with the month which is three months prior to the end ofthe tenth (10th) Lease Year; provided, however any such increaseshall not exceed ten percent (10%). Commencing with the sixteenth (16th) Lease Year, the BaseRent shall increase by an amount equal to the Base Rent for the fifteenth (15th)Lease Year multiplied by the percentage increase in the CPI over the precedingfive year period, with such five year period commencing with the month which isthree months prior to the end of the tenth (10th) Lease Year andending with the month which is three months prior to the end of the fifteenth(15th) Lease Year; provided, however any such increase shall notexceed ten percent (10%).   In the eventLESSEE exercises a right to extend the Term for an Extension Term, the BaseRent for the applicable Extension Term shall be equal to the Base Rent for thelast year of the immediately preceding Primary Term or Extension Term, asapplicable,  multiplied by the percentageincrease in the CPI over the preceding five year period, with such five yearperiod commencing with the month which is sixty-three months prior to commencementof the applicable Extension Term and ending with the month which is threemonths prior to the commencement of the applicable Extension Term; provided,however, any such increase shall not exceed ten percent (10%) .  As used herein, the “CPI” shall mean the “AllUrban Consumer Price Index — United States City average” (1987 = 100) publishedby the United States Department of Labor (the “Department”).  In the event the Department ceases publishingthe CPI, LESSOR and LESSEE shall mutually agree upon a comparable index.

 

7.               CONDITIONS OFPREMISES.  LESSEE shallhave a period of thirty (30) days from the completion of LESSOR’S Work toprovide LESSOR with a list of any Punchlist Items.  LESSOR shall be obligated within a reasonableamount of time not to exceed thirty (30) days to cure the Punchlist Items.  If LESSOR fails to prosecute such repairsdiligently and continuously until completion, then LESSEE, after providing five(5) days written notice to Lessor of its intent to do so, may prosecute such repairsitself and apply the cost of same against the next rent obligations duehereunder.  This thirty (30) day timeperiod set forth above shall not apply to latent defects.  LESSOR warrants that, upon completion of LESSOR’SWork and the delivery of the Premises to LESSEE, the Premises will meet withall laws, codes, regulations and ordinances in effect at the time the Premisesis delivered by LESSOR to LESSEE.  LESSORrepresents and warrants that the Building and LESSOR’s Work have beenconstructed and completed in a first class manner with good workmanship andguarantees the construction thereof and materials used therein against defectsfor a period of twelve (12) months following the Commencement Date, providedthat such time limit shall not apply to latent defects.  After expiration of said twelve (12) monthwarranty period, LESSOR shall assign to LESSEE any and all warranties andguaranties of third parties held by LESSOR with respect to any items LESSEE isobligated to repair or maintain hereunder, except in the event same areun-assignable, in which event LESSOR shall enforce same for the benefit ofLESSEE.

 

8.               ADDITIONALPREMISES.  On or beforeFebruary 1, 2008, LESSOR shall deliver to LESSEE the Additional Premises in thecondition LESSOR is obligated to deliver the Premises to LESSEE hereunder, withany demising walls, partitions or fencing separating the Initial Premises fromthe Additional Premises removed.  Allrepresentations and warranties contained herein with respect to the Premisesshall be deemed restated and reaffirmed with respect to the Additional Premisesas of the New Term Commencement Date. Notwithstanding anything to the contrary contained herein, in no eventshall LESSEE have any obligation to pay rent or any other amounts with respectto the Additional Premises prior to the earlier of: (i) the date LESSEE acceptspossession of the Additional

 

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                        Premises; or(ii) the date the Additional Premises is delivered to LESSEE in the conditionrequired herein.

 

9.               MAINTENCE ANDREPAIR OBLIGATIONS.

 

(a)  Except for the repair and maintenanceobligations of LESSOR hereunder, including, without limitation, LESSOR’sobligations set forth below and LESSOR’s obligation in connection with acasualty or condemnation, the LESSEE shall have the absolute responsibility formaintaining the Premises in good condition and repair during the Term, whichshall include all necessary repairs and replacements, whether covered byinsurance or not.  Notwithstanding theforegoing, LESSEE’S obligation with respect to the Retention Pond (as definedbelow) shall be limited to normal and routine maintenance of the RetentionPond.

 

(b)  The LESSEE shall maintain the Premises in agood state of repair and shall upon expiration of the Term return the Premisesto the LESSOR in as good a condition as when received, reasonable and ordinarywear and tear and damage due to casualty or condemnation excepted. The LESSEEshall promptly remove debris of all kinds and keep the Premises in a clean andsanitary condition.

(c)  LESSOR covenants and agrees, at itsexpense without reimbursement or contribution by LESSEE, to keep, maintain andrepair or replace, if necessary, the structural systems of the Building,including, without limitation, the roof, roof membrane roof covering,load-bearing walls and floor slabs and masonry walls and foundations and (ii)make any repairs or improvements to the drainage and retention pond constructedon the Property (collectively, the “Retention Pond”) necessary to cause theRetention Pond to  comply with anyapplicable governmental laws, rules regulations or ordinances or any drainageor retention plans or agreements applicable to the Property.  Notwithstanding the foregoing, subject to thewaiver of subrogation provisions contained herein, LESSOR shall not beresponsible for any repairs necessary as the result of the negligence of LESSEEhereunder.  If such repairs are notcompleted within thirty (30) days after LESSOR has received notice from LESSEEof such state of disrepair or if such repairs cannot reasonably be completedwithin such thirty (30) day period and LESSOR shall fail to commence suchrepairs within ten (10) days after notice and proceed diligently thereafterthen LESSEE may, without waiving any rights or remedies as the result ofany  default by LESSOR, prosecute suchrepairs itself, and apply the cost of such repairs against the next maturingmonthly installment or installments of Base Rent due hereunder.  Notwithstanding the foregoing, in the case ofan emergency (such as, without limitation, a leaky roof), in the event LESSORis unable to immediately prosecute necessary repairs, LESSEE shall have theright to immediately prosecute any and all necessary repairs and shall delivercontemporaneous notification to LESSOR of the emergency and related repairs,and offset the cost of such repairs against the next maturing monthlyinstallment or installments of Base Rent due hereunder; provided further thatif contemporaneous notice is not practicable, then LESSEE shall provide such noticeas soon thereafter as reasonably practicable. Notwithstanding the obligations of LESSOR provided in this paragraph,LESSEE’s remedy in the event of damage to its personal property shall belimited to LESSEE’s separate insurance coverage.

 

10.         INSURANCEOBLIGATIONS.  During theTerm of this Lease and for any further time that the LESSEE shall hold thePremises following the expiration of the Term, the LESSEE shall obtain at itsexpense, subject to contribution from LESSOR as set forth below, the followingtypes and amounts of insurance:

 

                                                                              (a)  The LESSEE shall keep the Premises, includingall alterations and additions thereto, insured against loss or damage by fireor other peril, with all standard extended coverage that may be required by anyfirst mortgagee, with a reputable and solvent insurance carrier. The insurancevalue of the Premises shall be in the amount of EIGHT MILLION DOLLARS

 

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                                                                              ($8,000,000.00)initially, and shall be reviewed and adjusted every three years thereafter bythe LESSEE and the LESSOR.  LESSEE shallhave unrestricted access to all parts of the Building as well as to any systems(and contracted vendors) that support the operations of the Building during theTerm. During the Preliminary Term and any period prior to the date LESSORdelivers the Additional Premises to LESSEE in the condition required herein,(a) LESSOR shall pay to LESSEE thirty percent (30%) of the premiums paid byLESSEE for the insurance set forth above, (b) LESSOR shall be responsible forany increases in the premiums for the Property resulting from the nature of usefor the Additional Premises and (c) the security or fire protections systemsfor the Additional Premises shall not be modified or disconnected without theprior written consent of LESSEE.  Suchamount shall be paid by LESSOR to LESSEE within thirty (30) days followingLESSEE’S delivery of an invoice therefor. LESSEE shall have the right to implement and control practices which mayaffect the safety and security of the Property.

 

(b)  The LESSEE shall, at its own expense, at alltimes during the Term of this Lease, maintain in force a policy or policies ofinsurance, written by one or more responsible insurance carries naming LESSORas an additional insured, against liability for property loss or injury to ordeath of persons occurring in or about the Premises. The liability amount undersuch insurance shall not be less than Two Million and No/100 Dollars($2,000,000.00) for any single occurrence of bodily injury or property damage.

 

(c)  The LESSEE shall maintain and keep in forceall workers’s compensation insurance required by the laws of the State ofKentucky with respect to the operation of Tenant’s business at the Premises.

 

(d)  In the event the  Premises shall be damaged or destroyed byfire or other casualty so insured against, except as otherwise set forthherein, the LESSEE shall claim no interest in any insurance settlement arisingout of any such loss, except loss of the LESSEE’S personal property of whateverkind, under its own coverage, and LESSEE will execute all documents reasonablyrequired by LESSOR or the insurance company or companies that may be necessaryfor use in connection with settlement of any such loss and to make the proceedsavailable to LESSOR for the repair of the Premises..

 

(e)  Should the LESSEE fail to keep in effect andpay for such insurance as in this section is required to be maintained, theLESSOR may do so, in which event the insurance premiums paid by the LESSORshall become due payable forthwith at twelve (12%) percent per annum interestand failure of the LESSEE to pay same on demand after written notice shallconstitute a breech of this Lease Agreement.

 

11.         PROPERTY TAXES.  The LESSEE shall pay all real property taxesassessed against the Premises during the term of this Lease; provided, however,during the Preliminary Term and any period prior to the New Term CommencementDate, LESSOR shall pay to LESSEE thirty percent (30%) of the real propertytaxes assessed on the Premises.  Suchamount shall be paid by LESSOR to LESSEE within thirty (30) days followingLESSEE’S delivery of an invoice therefor. LESSOR shall furnish to LESSEE copiesof all tax invoices and receipts which LESSOR receives on the Premises. LESSEEshall have the right, but not the obligation, to reasonably contest with theappropriate governing agency any such tax and LESSOR shall cooperate andprovide assistance in connection with any such contest, including, but notlimited to execution of any necessary documents. The expenses of any suchcontest, or related matter, shall be the sole responsibility of LESSEE. TheLESSEE shall pay all assessments against its personal property in, on and aboutthe Premises.  Notwithstanding anythingto the contrary contained herein, with regard to special tax assessments,LESSEE shall have the right to elect to pay such special assessments over thelongest installment plan allowed by the applicable governmental authority andLESSEE shall be liable only for those installments of special

 

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                        assessmentscoming due prior to the date this Lease is terminated, as and when suchinstallments come due.

 

12.         REPRESENTATIONSAND WARRANTIES.  The LESSORcovenants, warrants, and represents that (a) it has good fee simple title tothe Property, (b) LESSOR has not received any notice, and does not have anyknowledge, of any eminent domain or similar proceeding which would affect thePremises, (c) no restrictive covenant, easement, lease or other writtenagreement restricts, prohibits or otherwise affects LESSEE’S  rights set forth in this Lease or which wouldadversely affect LESSEE’S use of the Premise, (d) it has full right and powerto execute and perform this Lease, (e) the drainage and retention pondconstructed on the Property is and shall be in compliance with any applicablegovernmental laws, rules regulations or ordinances or any drainage or retentionplans or agreements applicable to the Property and (f) the LESSEE, upon payingthe rent herein stated and performing the covenants and agreements hereof,shall have the right to peaceable have, hold, and enjoy the Premises during theTerm of this Lease. The LESSEE further covenants, warrants, and represents thatit has full right and power to execute and perform this Lease Agreement.

 

13.          CONDITION OFPREMISES.  LESSORrepresents and warrants that the construction of the Improvements shall becarried on and completed so as to comply with the specifications set forth in “ExhibitB” attached hereto and that the Improvements shall comply with all generalbuilding code and construction requirements.,

 

14.         USE OF PREMISES.  LESSEE shall have the right to use thePremises for a Distribution center, which shall include, without limiting thegenerality thereof, the storage and distribution of product and all usesincidental or ancillarty thereto.  Duringthe Preliminary Term and any period prior to the date the Additional Premisesis delivered to LESSEE in the condition required herein, LESSOR shall notpermit the Additional Premises to be used for (a) any obnoxious or hazardoususe or, (b) the storage of any hazardous, explosive or toxic materials.

•                  INSTALLATION OFFIXTURES.  The LESSEEshall make no additions or alterations to the Premises which will detract fromthe value of the Building or structurally weaken same. The necessaryinstallation of LESSE’S equipment and machinery incident to operating itsbusiness shall not be considered as a disallowed addition or alteration of theBuilding. The LESSEE may from time to time make nonstructural alterations orimprovements to the Premises, so long as such work is performed in a good andworkman like manner, and so long as LESSEE agrees to return the Premises asrequired hereunder upon the expiration of the Term, such alterations orimprovements shall be deemed not to detract from the value of the Building. Allitems permanently affixed to the Building by either gluing, cementing, screwingor otherwise fastening same shall remain with the Premises, except equipment,machinery, and electrical fixtures originally installed by LESSEE, which shallremain the property of LESSEE. Any equipment, furnishings or fixtures remainingin the Premises after expiration of the Lease Term shall, unless removed followingwritten notice by LESSOR, be deemed abandoned by the LESSEE and shall becomethe property of the LESSOR. The LESSEE shall pay and be responsible for thedamage resulting from the removal of any fixture by LESSEE from the Premises.All fixtures, machinery and equipment which my be placed in, upon or about thePremises by the LESSEE shall always remain the property of the LESSEE,irrespective of the manner in which the same may be affixed or attached to thePremises, and LESSEE shall have the right to remove same when vacating thePremises or at any time from time to time during the Term of this Lease. TheLESSEE shall have the right to expand, renovate, and alter the décor andappearance of the Building and appurtenances throughout the Term of this Leaseat their sole expense provided that same do not materially alter or affect theintegrity of the original construction, unless otherwise agreed by the LESSOR.

 

•                  UTILITIES.  All applications and connections for utilityservice on the Premises shall be in the name of the LESSEE only, and the LESSEEshall be solely liable for utility charges as they

 

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                        become due,including those for sewer, water, gas, electricity and telephone service.  The electricity for the Additional Premisesshall be separately metered by LESSOR and paid by LESSOR during the PreliminaryTerm and any period prior to the New Term Commencement Date; provided, however,to the extent the water and sewer use for the Additional Premises is a minimalamount which would be used by one individual on a daily basis, the water andsewer shall not be separately metered and LESSEE shall be responsible for theentire water and sewer usage at the Property.

 

•                  COMPLIANCE WITHLAWS.  The LESSEE shall comply withall local, state and federal laws, rules, regulations, and requirementsapplicable to the conduct of its business on the Premises, in particular thoseconcerning the correction, prevention and abatement of nuisances. The LESSEEshall promptly comply with all new rules, orders, and regulations of the Stateof Kentucky or its insurer applicable to LESSEE’S business, at its own expense,including the making of any nonstructural alterations for the protection orextinguishment of fire. The LESSEE shall not permit the Premises to be used forany disreputable or illegal purpose. During the Preliminary Term and any period prior to the New TermCommencement Date, LESSOR shall maintain the Additional Premises in compliancewith all applicable governmental laws, rules, regulations and ordinances andshall not permit the Additional Premises to be used for any disreputable orillegal purpose.

 

•                  DESTRUCTION OFIMPROVEMENTS

•                                                                  (a) TotalDestruction:  In the event duringthe  Term of this Lease, the Premises arefully destroyed or rendered unfit for their accustomed use (hereinafter “destruction”)by fire or other casualty, the duties of both parties shall be as follows:

•                  LESSOR shallcommence repair of the Premises within sixty (60) days after such casualty and,within one hundred eighty (180) days after commencement of such repair, restorethe Premises to substantially the same condition in which the Premises wereimmediately prior to the occurrence of the casualty.  From the date of such casualty, until thePremises is so repaired and restored, Rent and all other charges and itemspayable hereunder shall abate in such proportion as the part of the Premisesthus destroyed or rendered untenantable bears to the total Premises.  However, if the Premises is destroyed orrendered untenantable by fire or other casualty to the extent of more thanthirty percent (30%) of its replacement cost during the last two (2) years ofthe Primary Term, or any Extension Term of this Lease, then LESSOR or LESSEEshall have right to terminate this Lease effective as of the date of thecasualty, by giving written notice of termination to the other within thirty(30) days of such casualty; provided, however, LESSEE shall have the right tonullify any LESSOR termination by exercising an option to extend this Lease (ifavailable) within fifteen (15) days after LESSEE’S receipt of LESSOR’Stermination notice  If said notice oftermination is given within this thirty-day period, this Lease shallterminate and rent and all other charges shall abate as aforesaid from the dateof such casualty, and LESSOR shall promptly repay to LESSEE any Rent paid inadvance which has not been earned as of the date of such casualty.  In the event that the insurance proceeds areinadequate to fully repair the Premises then LESSOR, in its discretion, shallhave the right to terminate this Lease; provided, however, LESSEE shall havethe right to nullify any such termination by agreeing to repairs which would becovered by the insurance proceeds.

•                                  (b) Partial Destruction:  In the event the Premises are partiallydestroyed by fire or other casualty or rendered unfit for their accustomed useduring the Term, the LESSOR shall forthwith repair same, beginning repairs aspromptly as reasonably possible after the date of such damage and completingsuch repairs within 90 days. A partial destruction shall not void this Lease,though the LESSEE shall be entitled to a proportionate reduction of the rentuntil the Premises are restored, the proportionate reduction to be in a percentagecorresponding to the percentage area of leased space rendered unusable for theaccustomed use by the destruction.

 

•                                  (c) LESSEE Repair.  If LESSOR does not commence the repair andrestoration work required pursuant to this Section as set forth herein, or ifthe Premises are not repaired or restored by LESSOR in accordance with allprovisions of this Section, LESSEE shall have the

 

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                        right, at itsoption, after ten (10) days written notice to LESSOR, to:  (i) repair and restore the Premises as LESSEEmay deem necessary to reasonably conduct its business in the Premises, at thesole cost of LESSOR, which costs LESSOR shall pay to LESSEE during the courseof such repairs or restoration within thirty (30) days of receipt of a properlydocumented invoice from LESSEE; or (ii) seek to obtain specific performance ofLESSOR’S repair and restoration obligations ; or (iii) terminate this Lease bywritten notice to LESSOR without waiving LESSEE’S rights to damages for LESSOR’Sfailure to perform its covenants and obligations hereunder.

 

•                                  (d) MINOR DAMAGE:  Should the Premises suffer damage to a slightextent such that occupancy and use of the premises for accustomed use are notmaterially affected, notwithstanding anything to the contrary contained herein,the insurance proceeds therefore shall be paid to LESSEE and LESSEE, at itssole expense shall restore and repair such damage as quickly as possible, butno reduction in rent shall be allowed.

 

•                                  (e) WAIVER OF SUBROGATION.  LESSOR and LESSEE, and all parties claimingunder them, mutually release and discharge each other from all claims andliabilities arising from, or caused by any casualty, hazard or other matter,covered by insurance on the Premises or in connection with property on, oractivities conducted on, the Premises, and waive any right of subrogation whichmight otherwise exist in, or accrue to, any person on account thereof.

 

•                  LESSOR RIGHT OFENTRY.  The LESSOR, its agents orrepresentatives, shall have the right to enter the Premises, or any partthereof, at reasonable times, for the purpose of examining the Premises andmaking any repairs or alterations as may be deemed necessary to preserve thePremises and keep it safe. Except in the case of an emergency, such reentryshall be preceded by reasonable notice to the LESSEE from the LESSOR.

 

•                  BREACH ANDDEFAULT.

•                                (a) Any one ofthe following shall be deemed an event of default and a breach of this Lease bythe LESSEE if it:

•                                                           (1)Files a voluntary petition in bankruptcy or for reorganization under anybankruptcy act;

•                                                           (2)Has an involuntary bankruptcy  proceedinginstituted against it which is not dismissed within sixty (60) days followingthe filing therof;

•                                                  (3) Makes anassignment for the benefit of creditors;

•                                                  (4) Fails to payany rent within thirty (30) days of the date due;

•                                                  (5) Has appointed a receiver inany court preceding to take charge of and                                               managethe affairs of the LESSEE being conducted upon the Premises, or

•                                                  (6) Fails to perform or complywith any of the covenants or conditions of                                               thisLease and does not cure such breach within 30 days after LESSOR has givenLESSEE notice of such breach or if such breach is not capable of cure withinsuch thirty (30) day period, if LESSEE fails to commence curative actions priorto the expiration of such thirty (30) day period and diligently prosecute suchcurative actions to completion.

•                                (b) Any one ofthe following shall be deemed an event of default and breach of this Lease bythe LESSOR if it:

•                                                                  (i)Fails to perform the duties and obligations called for by this Lease or

•                                                                           (ii)Breaches any covenants, warranties, or representations required of the LESSORby this Lease.

 

•                  REMEDIES ONBREACH AND DEFAULT.  In the eventof a breach of this Lease by LESSEE by any act set forth in the precedingparagraph, the LESSOR’S rights shall be as follows:

•                                  (a) To cancel and terminate thisLease by giving LESSEE at least  ten (10)days written notice of the cancellation and termination. After such notice,this lease shall terminate in the same manner and with the same force andeffect as if the date fixed in the notice of cancellation

 

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                        and terminationwere the end of the Lease Term, except as to the LESSEE’S, costs, and chargesimposed hereunder.

•                                  (b) In the event of a default byLessee in the making of any payment required under the terms of this Lease,then LESSOR may make such required payment of the LESSEE herein or may otherwisecomply with any agreement, term, or condition required hereby to be performedby the LESSEE, and the LESSOR shall have the right to enter the Premises forthe purpose of correcting or remedying any such defect and to remain until thedefect has been corrected or remedied. No expenditure by the LESSOR for thecorrection or remedy shall be deemed to waive or release the LESSEE’S defaultor the LESSOR’S right to take any action as may be otherwise permissiblehereunder in the event of default. Expenses incurred by the LESSOR infulfilling the LESSEE’S obligations shall be treated as additional rent andshall bear interest at the rate of 12 percent per annum from the time incurreduntil collection.

•                                  (c)  In the event of a material default by theLESSEE which is not cured prior to the expiration of any applicable grace orcure period, LESSOR shall have the right, to reenter the Premises and removethe property and personnel of the LESSEE and store the property in a publicwarehouse or at a place selected by the LESSOR, at the expense of the LESSEE.After reentry, the LESSOR may re-let the Premises or any part thereof at therent and on the terms the LESSOR may choose. If the premises are re-let, theduties and liabilities of the parties shall be as follows:

•                                                  (i) In additionto the LESSEE’S liability to the LESSOR for breach of Lease, the LESSEE shallbe liable for all reasonable expenses of re-letting, for performing LESSEE’Smaintenance and repair obligations hereunder, and for the difference betweenthe rent received by the LESSOR under the new lease agreement and the rentalinstallment due for the same period under this Lease.  Any re-letting of the Premises shall bepursuant to the terms of a bona-fide arms length transaction.

 

•                                                  (ii) The LESSORshall apply rent received from re-letting the premises first to reduce theLESSEE’S indebtedness to the LESSOR under this Lease, not includingindebtedness for rent, secondly to the expense of re-letting and makingalterations and repairs, thirdly to the rent due under this Lease, and lastlyto payment of future rent under this Lease as it becomes due.

•                                  (d)  In the event of a default by LESSOR which isnot cured prior to the expiration of any applicable grace or cure period setforth herein, LESSEE may, in addition to any other remedy available at law orin equity, at its option, (i) upon written notice, terminate this Lease,or (ii) incur any expense necessary to perform the obligation of LESSORspecified in such notice and deduct such expense from the rent or other chargesnext becoming due.

 

•                  ATTORNEY’S FEESAND EXPENSES.  Should theLESSEE breach any of the material terms of this Lease, particularly the termsrelating to occupancy and payment of the rent, and should the LESSOR incurattorney’s fees, costs, and other expenses in the connection therewith, thenthe LESSEE agrees to reimburse the LESSOR for such reasonable fees, costs andexpenses. Should the LESSOR breach any of the material terms of this lease,particularly those related to representations, covenants and warranties toLESSEE, and should the LESSEE incur attorney’s fees, costs, and other expensesin connection therewith, then the LESSOR agrees to reimburse the LESSEE forsuch reasonable fees, costs, and expenses.

 

•                  INDEMNIFICATION.  The LESSOR shall at all times indemnify andhold the LESSEE harmless against all actions, claims, demands, costs, damages,or expenses of any kind which may be brought or made against the LESSEE orwhich the LESSEE may pay or incur, by reason of the LESSOR’S negligent performanceof, or failure to perform, any of its obligations under this Lease.Nothingcontained in this Agreement shall, however, detract from the LESSOR’S rights toprotection under the public liability insurance policy or policies obtained andmaintained by the LESSEE as hereinabove stated. Likewise, the LESSEE shall atall times indemnify and hold the LESSOR harmless against all actions, claims,demands, costs, damages, or expenses which 

 

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                        may be broughtor made against the LESSOR, or which the LESSOR may pay or incur, by reason ofthe LESSEE’S negligent performance of, or failure to perform, any of itsobligations under this lease.

 

•                  CONDEMNATION.  In the event all of the Premises are taken orcondemned for any public purpose, this Lease shall terminate as of the date ofsuch taking, and the award for such taking of the Premises shall belong to theLESSOR; provided, however, LESSEE shall have the right to pursue its claim fordamages in connection with any eminent domain or condemnation proceeding. Inthe event that a portion of the Premises is taken or condemned for any publicuse, this Lease shall terminate as to the part taken and shall continue as tothe remainder of the Premises for the balance of the Lease Term, with the rentreduced in the same ratio as the total value of the Premises aftercondemnation; provided, however, in event there is not enough of the Premisesremaining after condemnation for the accustomed use by the LESSEE in its normalenterprise or the remaining Premises is not sufficient for LESSEE’S businesspurpose or needs, then LESSEE shall have the right to terminate this Lease.

 

•                  SUBLEASE ANDASSIGNMENT.  LESSEE shallhave the right at any time during the Term of this Lease to assign this Leaseor to sublet the Premises in whole or in part, without the written consent ofthe LESSOR unless such sublease is in direct conflict with other provisions ofthis Lease, and endangers LESSOR’S interest. However in no event shall theLESSEE, by subleasing or assigning its leased interest, be relieved of theprimary responsibility for payment of the rent and performance of the terms andconditions imposed upon it hereunder.

 

•                  LAW GOVERNING.  This Lease shall be deemed to have beenentered into in the Sate of Kentucky, and its provisions shall be constructedin accordance with the laws thereof.

 

•                  MODIFICATIONS.  This Lease may only be changed, amended, ormodified by writing signed by all of the parties hereto. The terms embodiedherein and any subsequent written modifications shall constitute the entireagreement between the parties.

 

•                  NOTICES.  Any and all notices, consents, or directivesby either party intended for the other shall be either hand-delivered or mailedby certified mail, return receipt requested, to the following addresses(or tothe last known address specified in writing by the party to whom such notice isto be given):

 

 

 

 

 

•                  If to theLESSOR

•                  Red RockPartners, LLC

•                  Attention: KentKelley

•                  2718 Uhls Road

•                  Franklin, KY 42134

 

•                  With a copy to:

•                  Greg Betterton,Esq.

•                  981 RidgewoodAvenue, #101

•                  Venice, FL34285

 

•                  If to theLESSEE:

•                  CWI, Inc.

•                  650 ThreeSprings Road

 

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•                  Bowling Green,HY 42104

•                  Attention:President

 

•                  With a copy to:

•                  CWI, Inc.

•                  650 ThreeSprings Road

•                  Bowling Green,KY 42104

•                  Attention:General Counsel

 

•                  Or at suchother address and to such other person or persons as the parties may from timeto time designate.

 

•                    SUBORDINATION, NON-DISTURBANCE ANDATTORNMENT.

 

•                                  (a)           Upon writtenrequest of LESSOR, LESSEE will in writing, subordinate its right hereunder tothe lien of any mortgage or deed of trust, now or hereafter in force, againstthe Premises and to all advances made or hereafter to be made upon the securitythereof; provided, however, that the mortgagee or trustee, as applicable, namedin said mortgage or trust deed shall agree that LESSEE’S peaceable possessionof the Demised Premises and its rights under this Lease will not be disturbed ordiminished on account thereof.

 

•                  **               **(b)           In the event(i) any proceedings are brought for foreclosure, or (ii) of theexercise of the power of sale under any mortgage or deeds of trust, then, uponany such foreclosure or sale, LESSEE agrees to recognize such beneficiary orpurchaser as LESSOR under this Lease, provided that LESSEE’S right topossession continues unabated and LESSEE’S rights under this Lease continueundiminished.

 

                                        (c)           LESSOR agreesto obtain a Subordination, Non-Disturbance and Attornment Agreement from itscurrent lender(s) and/or any lender that records a mortgage, deed of trust orsimilar security instrument against the Premises prior to the recordation ofthe memorandum of lease contemplated herein, if any, in form and substance reasonablyacceptable to LESSEE (“SNDA”), and deliver same to LESSEE within thirty(30) days from the later of the date hereof or the date of recording suchmortgage, deed of trust or similar security instrument.  If said SNDA from LESSOR’S current lender(s),if any, is not so delivered, LESSEE may, at its option, terminate this Lease bywritten notice to LESSOR

 

                                        (d)           LESSORrepresents and warrants that LESSOR is the current fee simple owner of theProperty, subject to no mortgage, deed or trust or similar security instrument.

 

15.         HAZARDOUS MATERIALS.  LESSOR represents and warrants that to thebest of its knowledge any handling, transportation, storage, treatment or usageof hazardous or toxic substances (as defined by any applicable governmentauthority and hereinafter being referred to as “Hazardous Materials”)that has occurred on the Property was in compliance with all applicablefederal, state and local laws, regulations and ordinances.  LESSOR further represents and warrants thatto the best of its knowledge no leak, spill, discharge, emission or disposal ofHazardous Materials has occurred on the Property and that the soil,groundwater, and soil vapor on or under the Property is free of HazardousMaterials as of the date hereof.  LESSORagrees to indemnify, defend and hold LESSEE and its officers, partners,directors, shareholders, employees and agents harmless from any claims,judgments, damages, fines, penalties, costs (including attorney, consultant andexpert fees), liabilities (including sums paid in settlement of claims) or losswhich arise during or after the Term, in connection with (a) a breach of theforegoing representation and warranty and (b) the presence of any HazardousMaterials present at the Property as of the Commencement Date or, with respectto the Additional Premises, the New Term Commencement Date. LESSOR acknowledgesand agrees that LESSEE shall have no responsibility or liability with respectto any Hazardous Materials at the Property which are not present as the resultof the acts of LESSEE, its officers, employees or agents,

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                        or LESSEE’S businessoperations at the Property.  LESSORhereby releases LESSEE from any claims, judgments, damages, fines, penalties,costs (including attorney, consultant and expert fees), liabilities (includingsums paid in settlement of claims) or loss which arise during or after theTerm, in connection with the presence or suspected presence of HazardousMaterials in the soil, groundwater, or soil vapor on or under the Property,except to the extent such Hazardous Materials are present as the result of theacts or inaction of LESSEE, its officers, employees or agents, or LESSEE’Sbusiness operations at the Property.LESSEE covenants and agrees that it will notcause or permit the generation, storage, transportation, disposal, release ordischarge of any hazardous material, hazardous waste, hazardous substance,solid waste, petroleum product, asbestos or pollutant upon, in, over or underthe Premises and that Subtenant, its assignees, invitees, contractors,sublessees, transferees or licensees will not become involved in the operationat the Premises which could lead to the imposition on LESSOR or the Premises ofany liability under the Resource Conservation Recovery Act, 42 USC 6901, etseq., etc. (“RCRA”), the Comprehensive Environmental Response Compensation andLiability Act of 1980, 42 USC 9601, et seq., etc. (“CERCLA”), or any otherfederal, state or local ordinance, law or regulation regarding environmentalmatters or hazardous substances and that LESSEE shall comply with all suchfederal, state and local environmental rules, laws and regulations with respectto the operation of LESSEE’s business operations at the Premises which exist asof the Commencement Date or as may exist from time to time.  LESSEE does hereby indemnify and hold LESSORharmless for all loss, cost or expense including, but not limited to, anyinvestigation of site conditions or any clean-up, remediation, removal,restoration work and/or attorneys’ fees and court costs through all trial andappellate levels as the result of LESSEE’s breach of its obligations as setforth herein.  The provisions of this Article31 shall survive any termination of this Lease.  LESSEE shall bear all costs associated withremoval, construction, reconstruction and the like in the event materialsdescribed herein are discovered at any time during the term of this Lease withrespect to hazardous substances caused to be present as a result of LESSEE’sacts.

16.         ESTOPPEL.  At any time and from time to time eitherparty, upon request of the other party, will execute, acknowledge and deliveran instrument, stating, if the same be true, that this Lease is a true andexact copy of the Lease between the parties hereto, that there are noamendments hereof (or, if not so, stating what amendments there may be), thatthis Lease is then in full force and effect and that, to the best of itsknowledge, there are no offsets, defenses or counterclaims with respect to thepayment of rent reserved hereunder or in the performance of the other terms,covenants and conditions hereof on the part of LESSEE or LESSOR, as the casemay be, to be performed (or, if not so, setting forth those offsets, defensesor counterclaims existing) and that, as of such date, no default has beendeclared hereunder by either party or, if a default has been declared, suchinstrument shall specify same.  Suchinstrument will be executed by the other party and delivered to the requestingparty within fifteen (15) days of receipt.

17.         RECORDING.  At the request of either party, the partiesshall join in the execution of a memorandum or so-called “short-form” of thisLease for the purpose of recordation. Any recording costs associated with the memorandum or short form of thisLease shall be borne by the party requesting recordation.

18.         TITLE REVIEW.  LESSOR shall provide LESSEE with its mostrecent report on title covering the PROPERTY, together with copies ofunderlying documents shown as exceptions thereon and a copy of LESSOR’S mostrecent survey of the Property within ten (10) days following the datehereof.  If any title matter wouldprohibit or restrict LESSEE’S use of the Premises for the purposes set forthherein or otherwise materially affect LESSEE’S rights under this Lease, thenLESSEE may, by written notice to LESSOR, terminate this Lease.

19.         LESSEE FINANCING; LIENWAIVER.  LESSEE shall have the absoluteright from time to time during the Term hereof and without LESSOR’S furtherconsent or approval, written or otherwise, to grant and assign a mortgage orother security interest in LESSEE’S interest in this Lease and all of LESSEE’Sproperty to LESSEE’S lenders in connection with LESSEE’S financingarrangements.  LESSOR agrees to executesuch confirmation, certificates and other documents as LESSEE’S

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                        lenders may reasonablyrequest in connection with any such financing. LESSOR hereby waives any contractual, statutory or other lien on LESSEE’Sfurniture, fixtures, supplies, equipment and inventory.

20.         SETTOFF.  LESSOR has subleased from LESSEE certainproperty located at 201 Camping World Court, Bowling Green, Kentucky.  In the event LESSOR defaults in theperformance of any obligations under such sublease, LESSEE shall have the rightto offset any amounts owing by LESSOR under such sublease against the rent andany other obligations of LESSEE under this Lease.

21.         BROKER.  LESSOR and LESSEE represent and warrant oneto the other that they have not had any dealings with any real estate brokersor agents in connection with the negotiation of this Lease, except for AlexNottmeier with Neal Turner Realty (hereinafter, “Broker”).  LESSOR covenants and agrees to pay Broker’scommission in accordance with a separate agreement by and between LESSOR andBroker, and further agrees to indemnify LESSEE for all claims and demands madeby Broker.  In addition, LESSOR andLESSEE agree to indemnify and hold each other harmless from and against any andall liability and cost which LESSOR or LESSEE, as applicable, may suffer inconnection with any other real estate brokers claiming by, through, or underLESSOR or LESSEE, as applicable, seeking any commission, fee or payment inconnection with this Lease.

22.         TIME OF THE ESSENCE.  Time shall be of the essence in interpretingthe provisions of this Lease.

23.         FORCE MAJEURE.  If either party hereto shall be delayed,hindered in or prevented from, the performance hereunder of its obligations byreason of strikes, lockouts, labor troubles, failure of power, riots,insurrection, war, acts of God, or other reason of like nature, not the faultof such party (hereinafter, “Permitted Delay” or “Permitted Delays”),such party shall be excused for the period of time equivalent to the delaycaused by such Permitted Delay.

24.         OPTION TOPURCHASE.  DISCUSS

 

•                  MISCELLANEOUS.

•                  (a) Wheneverthe words “LESSOR” and “LESSEE” are used herein, they shall be construed toinclude their successors, assigns, and legal representatives

•                                  (b) Whenever used herein, thesingular number shall include the plural, the plural shall include thesingular, and the use of any gender shall be applicable to all genders as thecontext may require.

•                                  (c) Each party shall pay its ownfees and costs incurred in the negotiation of this Lease

•                                  (d) This Lease may be executedin duplicate originals and multiple counterparts, with each duplicate to havethe full force and effect of an original document and all counterparts shallconstitute one and the same instrument.

•                                  (e) In the event of the sale ofthe Premises by the LESSOR, all rights and obligations of LESSOR shall transferto the purchaser and the purchaser shall be deemed to have assumed all suchobligations.

•                                  (f) The LESSEE is totallyresponsible for special assessments levied against the    Premises by local, state, and federal agencies which are to bepaid during the Term of the Lease; provided, however, (i) LESSEE may elect topay such assessments in the maximum permissible number of installments and onlythose installments payable during the Term shall be the obligation of LESSEEand (ii) LESSOR shall be responsible for thirty percent (30%) of any suchassessments prior to the New Term Commencement Date.

•                                  (g) Should any clause or sectionof this Lease be found void or invalid, the remaining portions shall remain infull force and effect.

 

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In Witness Whereof, the parties have causedtheir names to be affixed hereto on the day and year first above written.

 
|   |   |   |   | LESSOR: Red Rock Partners,  LLC |
|--------|--------|--------|--------|---------------------------------|
|   |   |   |   | By:                             | /s/ Kent Kelley |
|   |   |   |   |                            | Kent Kelley |
|   |   |   |   |                            |   |
|   |   |   |   |                            |   |
|   |   |   |   |                            |   |
|   |   |   |   |                            |   |
|   |   |   |   | LESSEE: CWI, INC.:              |
|   |   |   |   | By:                             | /s/ Brent Moody |
|   |   |   |   |                            | Brent Moody |
|   |   |   |   |                            | Senior Vice President |

 

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