Exhibit
10.20


 


 


Lease
Agreement


 


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


 


Witnesseth:


 


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


 


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


 


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


 


NOW, THEREFORE, in consideration of the rents
to be paid by the LESSEE to the LESSOR as hereinafter provided, and the
covenants and agreements hereinafter set forth, to be kept and performed by
both 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 to
LESSEE, its customers, guests, invitees, employees, agents and licensees all
easements, rights and privileges appurtenant thereto, under the following terms
and conditions:


 


1.               PREMISES.  During the Preliminary Term the “Premises”
(herein so called) shall consist of that portion of the Real Property
identified on the Site Plan as the “Initial Premises” and that portion of the
Building consisting of approximately 175,000 square feet and identified on the
floor plan (the “Floor Plan”) attached hereto as Exhibit “A-2” as the
Initial Premises”.  Effective as of the
date (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 Additional
Premises to LESSEE in the condition required herein and continuing through the
remainder of the Term, the Premises shall also consist of that portion of the
Real Property identified on the Site Plan as the “Additional Premises” and that
portion of the Building identified on the Floor Plan as the “Additional
Premises”.  The portion of the Property
identified on the Site Plan and the Floor Plan as the Initial Premises and the
Additional Premises shall, collectively, constitute the entire Property.  LESSOR represents and warrants that the
Building consists of approximately 250,000 square feet and the Real Property
consists of approximately 33 acres.


 


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


 


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                        LESSEE in
substantially the condition required herein and (b) shall end at midnight on
the last day of the twentieth (20th) Lease Year (as defined below) following
the Commencement Date.  The Primary Term
shall consist of a preliminary term (the “Preliminary Term”) commencing on the
Commencement 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 Term
Commencement Date and ending upon the expiration of the Primary Term.  Notwithstanding anything to the contrary
contained herein, (a) in the event the Commencement Date has not occurred by
February 15, 2005, Lessee shall receive two (2) days free rent for each day
after February 15, 2005 until the Commencement Date occurs and (b) in the event
the Commencement Date has not occurred by March 1, 2005,  LESSEE shall have the right to extend the
Commencement 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 the
Premises prior to February 15, 2005, the Commencement Date shall be the date
upon which the LESSEE accepts possession. 
For purposes of this Lease, a “Lease Year” shall be defined as
those consecutive twelve (12) month periods during the Primary Term or any
Extension Term ( as defined below), with the first Lease Year commencing on the
Commencement Date and each subsequent Lease Year commencing on the annual
anniversary thereof.  Upon the
establishment of the Commencement Date, LESSOR and LESSEE shall execute a form
of Commencement Agreement acknowledging and agreeing to the Commencement Date.


 


3.               EXTENSIONS.  LESSEE shall have the option of extending
this Lease for two (2) additional terms (hereinafter, collectively referred to
as the “Extension Terms”, or individually as an “Extension Term”)
of five (5) years each on the same terms and conditions as provided
herein.  Notice of the exercise of such
option shall be delivered by LESSEE to LESSOR, in writing, not later than
ninety (90) days prior to expiration of the Primary Term or the then expiring
Extension Term, as applicable.  The
Primary Term and the Extension Terms are sometimes referred to herein,
collectively, as the “Term”.


 


4.               CONSTRUCTION OF LESSOR’S
WORK.  LESSOR shall complete, at
LESSOR’S sole cost and expense, LESSOR’S WORK according to plans and
specifications to be prepared by LESSOR, at LESSOR’S expense, and approved by
LESSEE, such approval not to be unreasonably withheld, conditioned or delayed
(the “Plans”).  The Plans shall be
prepared in accordance with the scope of work attached hereto as Exhibit “B”.  LESSOR’S Work shall be completed in
accordance 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 to
Tenant in substantially the condition required herein on or before the
Commencement Date.  LESSOR shall utilize
first quality new materials in connection with LESSOR’S Work and complete
LESSOR’S Work in compliance with all applicable laws, ordinances, rules and
statutes.  The LESSEE from time to time,
shall have the right, but not the obligation to inspect the progress of the
construction of LESSOR’S Work.  LESSOR’S
Work shall be deemed substantially completed when, notwithstanding LESSEE’S
possession of the Premises, that (a) LESSOR’S Work has been completed with
the exception of Punchlist Items (as defined below) and (b) a Certificate
of Occupancy, or its equivalent, has been unconditionally issued for LESSEE’S
occupancy of the Premises; provided, however, in the event the portion of
LESSOR’S Work consisting of asphalt paving cannot be completed prior to the
Commencement Date as the result of adverse weather conditions, for purposes
hereof, LESSOR’S Work shall be deemed substantially completed so long as the
area to be paved has been graded and graveled for parking, with the asphalt
paving to be completed as soon as the weather permits.  As used herein, “Punchlist Items” shall mean
minor items which can be completed by LESSOR following the Commencement Date
without interference with LESSEE’S business operations or ability to complete
necessary improvements necessary for LESSEE’S business operations, such as,
without limiting the generality thereof, finish work and painting that would
not interfere with LESSOR’S ability to operate its business in the Premises.


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


 


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LESSEE’S Work and prepare
the Premises for the operation of LESSEE’S business. Notwithstanding anything
to the contrary, LESSEE’S access to the Premises prior to the date upon which
LESSOR completes LESSOR’S Work for the purpose of completing LESSEE’S Work
shall 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 business
operations when LESSEE commences shipping and distributing products from the
Premises.


 


5.               IMPROVEMENT
ALLOWANCE.  LESSOR shall
pay to LESSEE an “Improvement Allowance” (herein so called) in an amount equal
to 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’S
Work; provided, however, for purposes hereof the cost incurred by LESSOR in
completing LESSOR’S WORK shall in no event be deemed to exceed the Budget
Amount (as defined below) and no individual component of LESSOR’S Work shall be
deemed to exceed the Budget Amount therefor.  
The Improvement Allowance, less a reserve for the anticipated cost for
completing the Punchlist Items, shall be paid by LESSOR to LESSEE within
fifteen (15) days following LESSEE’S delivery to LESSOR of the final list of
Punchlist Items.  Within fifteen (15)
days following completion of the Punchlist Items, LESSOR shall pay to LESSEE
the unused portion, if any, of the reserve for Punchlist Items.  As used herein, the “Budget Amount” shall
mean the amount set forth on Exhibit “B” as the amount budgeted for the
completion of LESSOR’S WORK and the amount budgeted for each individual
component of LESSOR’S Work; provided, however, in the event LESSEE requests any
changes to the scope of LESSOR’S Work set forth on Exhibit “B”, LESSOR
and LESSEE shall mutually agree to a revised budgeted amount (the “New Budget
Amount”) based upon the additions or deletions, as applicable, requested by
LESSEE to the scope of LESSOR’S Work. 
LESSEE shall reimburse LESSOR for the amount of the New Budget Amount
which exceeds Five Hundred Twenty-Five Thousand and No/100 Dollars
($525,000).  Following the completion of
LESSOR’S WORK, LESSOR shall provide to LESSEE copies of all invoices for LESSOR’S
Work evidencing the total cost of LESSOR’S Work.  In addition to the Improvement Allowance,
LESSOR acknowledges that LESSEE is negotiating with certain governmental and
quasi-governmental authorities for certain incentives (the “Incentives”) for
relocating LESSEE’S distribution business to the City of Franklin, Simpson
County, Kentucky.  A portion of the
Incentives may be paid in the form of a reimbursement for certain of the costs
incurred by LESSOR in completing certain portions of LESSOR’S Work.  LESSOR acknowledges and agrees that all such
Incentives shall belong to LESSEE and in the event any of the Incentives are
paid to LESSOR, such Incentives shall immediately be paid by LESSOR to LESSEE.  The Incentives shall be in addition to the Improvement
Allowance payable by LESSOR to LESSEE hereunder and in no event shall the
Incentives reduce the amount of the Improvement Allowance payable by LESSOR to
LESSEE.  If LESSOR fails to pay the
Improvement Allowance or any portion of the Incentives paid to LESSOR as set
forth above, then the unpaid portion thereof shall accrue interest at the
Default Rate (as defined below) until paid and, in addition to all other
remedies available to LESSEE hereunder as the result of a default by LESSOR, at
LESSEE’s option, LESSEE may offset the unpaid portion thereof, and all interest
accrued thereon, against the rent payable hereunder.  As used herein, the “Default Rate” shall mean
the rate of interest equal to the lesser of (i) the maximum rate permitted
by law or (ii) fifteen percent (15%) per anum. 


 


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


 


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                        responsible for
maintaining the Premises, as set forth herein, paying premiums for insurance
required to be maintained by LESSEE hereunder, paying real estate taxes
assessed against the Premises, as set forth herein, and shall pay all sales and
uses taxes levied or assessed against all Rent payments due under this lease
(if any) simultaneously with each payment required hereunder.. Commencing with
the eleventh (11th) Lease Year, the Base Rent shall increase by an
amount equal to the Base Rent for the tenth (10th) Lease Year
multiplied by the percentage increase in the CPI (as defined below) over the
preceding five year period, with such five year period commencing with the
month 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 of
the tenth (10th) Lease Year; provided, however any such increase
shall not exceed ten percent (10%). 
Commencing with the sixteenth (16th) Lease Year, the Base
Rent 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 preceding
five year period, with such five year period commencing with the month which is
three months prior to the end of the tenth (10th) Lease Year and
ending with the month which is three months prior to the end of the fifteenth
(15th) Lease Year; provided, however any such increase shall not
exceed ten percent (10%).   In the event
LESSEE exercises a right to extend the Term for an Extension Term, the Base
Rent for the applicable Extension Term shall be equal to the Base Rent for the
last year of the immediately preceding Primary Term or Extension Term, as
applicable,  multiplied by the percentage
increase in the CPI over the preceding five year period, with such five year
period commencing with the month which is sixty-three months prior to commencement
of the applicable Extension Term and ending with the month which is three
months 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 “All
Urban Consumer Price Index — United States City average” (1987 = 100) published
by the United States Department of Labor (the “Department”).  In the event the Department ceases publishing
the CPI, LESSOR and LESSEE shall mutually agree upon a comparable index.


 


7.               CONDITIONS OF
PREMISES.  LESSEE shall
have a period of thirty (30) days from the completion of LESSOR’S Work to
provide LESSOR with a list of any Punchlist Items.  LESSOR shall be obligated within a reasonable
amount of time not to exceed thirty (30) days to cure the Punchlist Items.  If LESSOR fails to prosecute such repairs
diligently and continuously until completion, then LESSEE, after providing five
(5) days written notice to Lessor of its intent to do so, may prosecute such repairs
itself and apply the cost of same against the next rent obligations due
hereunder.  This thirty (30) day time
period set forth above shall not apply to latent defects.  LESSOR warrants that, upon completion of LESSOR’S
Work and the delivery of the Premises to LESSEE, the Premises will meet with
all laws, codes, regulations and ordinances in effect at the time the Premises
is delivered by LESSOR to LESSEE.  LESSOR
represents and warrants that the Building and LESSOR’s Work have been
constructed and completed in a first class manner with good workmanship and
guarantees the construction thereof and materials used therein against defects
for a period of twelve (12) months following the Commencement Date, provided
that such time limit shall not apply to latent defects.  After expiration of said twelve (12) month
warranty period, LESSOR shall assign to LESSEE any and all warranties and
guaranties of third parties held by LESSOR with respect to any items LESSEE is
obligated to repair or maintain hereunder, except in the event same are
un-assignable, in which event LESSOR shall enforce same for the benefit of
LESSEE.


 


8.               ADDITIONAL
PREMISES.  On or before
February 1, 2008, LESSOR shall deliver to LESSEE the Additional Premises in the
condition LESSOR is obligated to deliver the Premises to LESSEE hereunder, with
any demising walls, partitions or fencing separating the Initial Premises from
the Additional Premises removed.  All
representations and warranties contained herein with respect to the Premises
shall be deemed restated and reaffirmed with respect to the Additional Premises
as of the New Term Commencement Date. 
Notwithstanding anything to the contrary contained herein, in no event
shall LESSEE have any obligation to pay rent or any other amounts with respect
to the Additional Premises prior to the earlier of: (i) the date LESSEE accepts
possession of the Additional


 


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


 


9.               MAINTENCE AND
REPAIR OBLIGATIONS.


 


(a)  Except for the repair and maintenance
obligations of LESSOR hereunder, including, without limitation, LESSOR’s
obligations set forth below and LESSOR’s obligation in connection with a
casualty or condemnation, the LESSEE shall have the absolute responsibility for
maintaining the Premises in good condition and repair during the Term, which
shall include all necessary repairs and replacements, whether covered by
insurance or not.  Notwithstanding the
foregoing, LESSEE’S obligation with respect to the Retention Pond (as defined
below) shall be limited to normal and routine maintenance of the Retention
Pond.


 


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




(c)  LESSOR covenants and agrees, at its
expense without reimbursement or contribution by LESSEE, to keep, maintain and
repair 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 constructed
on the Property (collectively, the “Retention Pond”) necessary to cause the
Retention Pond to  comply with any
applicable governmental laws, rules regulations or ordinances or any drainage
or retention plans or agreements applicable to the Property.  Notwithstanding the foregoing, subject to the
waiver of subrogation provisions contained herein, LESSOR shall not be
responsible for any repairs necessary as the result of the negligence of LESSEE
hereunder.  If such repairs are not
completed within thirty (30) days after LESSOR has received notice from LESSEE
of such state of disrepair or if such repairs cannot reasonably be completed
within such thirty (30) day period and LESSOR shall fail to commence such
repairs within ten (10) days after notice and proceed diligently thereafter
then LESSEE may, without waiving any rights or remedies as the result of
any  default by LESSOR, prosecute such
repairs itself, and apply the cost of such repairs against the next maturing
monthly installment or installments of Base Rent due hereunder.  Notwithstanding the foregoing, in the case of
an emergency (such as, without limitation, a leaky roof), in the event LESSOR
is unable to immediately prosecute necessary repairs, LESSEE shall have the
right to immediately prosecute any and all necessary repairs and shall deliver
contemporaneous notification to LESSOR of the emergency and related repairs,
and offset the cost of such repairs against the next maturing monthly
installment or installments of Base Rent due hereunder; provided further that
if contemporaneous notice is not practicable, then LESSEE shall provide such notice
as 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 be
limited to LESSEE’s separate insurance coverage.


 


10.         INSURANCE
OBLIGATIONS.  During the
Term of this Lease and for any further time that the LESSEE shall hold the
Premises following the expiration of the Term, the LESSEE shall obtain at its
expense, subject to contribution from LESSOR as set forth below, the following
types and amounts of insurance:


 


                                                                              (a)  The LESSEE shall keep the Premises, including
all alterations and additions thereto, insured against loss or damage by fire
or other peril, with all standard extended coverage that may be required by any
first mortgagee, with a reputable and solvent insurance carrier. The insurance
value 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 by
the LESSEE and the LESSOR.  LESSEE shall
have 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 the
Term. During the Preliminary Term and any period prior to the date LESSOR
delivers the Additional Premises to LESSEE in the condition required herein,
(a) LESSOR shall pay to LESSEE thirty percent (30%) of the premiums paid by
LESSEE for the insurance set forth above, (b) LESSOR shall be responsible for
any increases in the premiums for the Property resulting from the nature of use
for the Additional Premises and (c) the security or fire protections systems
for the Additional Premises shall not be modified or disconnected without the
prior written consent of LESSEE.  Such
amount shall be paid by LESSOR to LESSEE within thirty (30) days following
LESSEE’S delivery of an invoice therefor. 
LESSEE shall have the right to implement and control practices which may
affect the safety and security of the Property.


 


(b)  The LESSEE shall, at its own expense, at all
times during the Term of this Lease, maintain in force a policy or policies of
insurance, written by one or more responsible insurance carries naming LESSOR
as an additional insured, against liability for property loss or injury to or
death of persons occurring in or about the Premises. The liability amount under
such 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 force
all workers’s compensation insurance required by the laws of the State of
Kentucky with respect to the operation of Tenant’s business at the Premises.


 


(d)  In the event the  Premises shall be damaged or destroyed by
fire or other casualty so insured against, except as otherwise set forth
herein, the LESSEE shall claim no interest in any insurance settlement arising
out of any such loss, except loss of the LESSEE’S personal property of whatever
kind, under its own coverage, and LESSEE will execute all documents reasonably
required by LESSOR or the insurance company or companies that may be necessary
for use in connection with settlement of any such loss and to make the proceeds
available to LESSOR for the repair of the Premises..


 


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


 


11.         PROPERTY TAXES.  The LESSEE shall pay all real property taxes
assessed against the Premises during the term of this Lease; provided, however,
during the Preliminary Term and any period prior to the New Term Commencement
Date, LESSOR shall pay to LESSEE thirty percent (30%) of the real property
taxes assessed on the Premises.  Such
amount shall be paid by LESSOR to LESSEE within thirty (30) days following
LESSEE’S delivery of an invoice therefor. LESSOR shall furnish to LESSEE copies
of all tax invoices and receipts which LESSOR receives on the Premises. LESSEE
shall have the right, but not the obligation, to reasonably contest with the
appropriate governing agency any such tax and LESSOR shall cooperate and
provide assistance in connection with any such contest, including, but not
limited to execution of any necessary documents. The expenses of any such
contest, or related matter, shall be the sole responsibility of LESSEE. The
LESSEE shall pay all assessments against its personal property in, on and about
the Premises.  Notwithstanding anything
to the contrary contained herein, with regard to special tax assessments,
LESSEE shall have the right to elect to pay such special assessments over the
longest installment plan allowed by the applicable governmental authority and
LESSEE shall be liable only for those installments of special


 


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                        assessments
coming due prior to the date this Lease is terminated, as and when such
installments come due. 


 


12.         REPRESENTATIONS
AND WARRANTIES.  The LESSOR
covenants, warrants, and represents that (a) it has good fee simple title to
the Property, (b) LESSOR has not received any notice, and does not have any
knowledge, of any eminent domain or similar proceeding which would affect the
Premises, (c) no restrictive covenant, easement, lease or other written
agreement restricts, prohibits or otherwise affects LESSEE’S  rights set forth in this Lease or which would
adversely affect LESSEE’S use of the Premise, (d) it has full right and power
to execute and perform this Lease, (e) the drainage and retention pond
constructed on the Property is and shall be in compliance with any applicable
governmental laws, rules regulations or ordinances or any drainage or retention
plans or agreements applicable to the Property and (f) the LESSEE, upon paying
the rent herein stated and performing the covenants and agreements hereof,
shall have the right to peaceable have, hold, and enjoy the Premises during the
Term of this Lease. The LESSEE further covenants, warrants, and represents that
it has full right and power to execute and perform this Lease Agreement.


 


13.          CONDITION OF
PREMISES.  LESSOR
represents and warrants that the construction of the Improvements shall be
carried on and completed so as to comply with the specifications set forth in “Exhibit
B” attached hereto and that the Improvements shall comply with all general
building code and construction requirements.,


 


14.         USE OF PREMISES.  LESSEE shall have the right to use the
Premises for a Distribution center, which shall include, without limiting the
generality thereof, the storage and distribution of product and all uses
incidental or ancillarty thereto.  During
the Preliminary Term and any period prior to the date the Additional Premises
is delivered to LESSEE in the condition required herein, LESSOR shall not
permit the Additional Premises to be used for (a) any obnoxious or hazardous
use or, (b) the storage of any hazardous, explosive or toxic materials.


•                  INSTALLATION OF
FIXTURES.  The LESSEE
shall make no additions or alterations to the Premises which will detract from
the value of the Building or structurally weaken same. The necessary
installation of LESSE’S equipment and machinery incident to operating its
business shall not be considered as a disallowed addition or alteration of the
Building. The LESSEE may from time to time make nonstructural alterations or
improvements to the Premises, so long as such work is performed in a good and
workman like manner, and so long as LESSEE agrees to return the Premises as
required hereunder upon the expiration of the Term, such alterations or
improvements shall be deemed not to detract from the value of the Building. All
items permanently affixed to the Building by either gluing, cementing, screwing
or otherwise fastening same shall remain with the Premises, except equipment,
machinery, and electrical fixtures originally installed by LESSEE, which shall
remain the property of LESSEE. Any equipment, furnishings or fixtures remaining
in the Premises after expiration of the Lease Term shall, unless removed following
written notice by LESSOR, be deemed abandoned by the LESSEE and shall become
the property of the LESSOR. The LESSEE shall pay and be responsible for the
damage 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 the
Premises 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 the
Premises, and LESSEE shall have the right to remove same when vacating the
Premises or at any time from time to time during the Term of this Lease. The
LESSEE shall have the right to expand, renovate, and alter the décor and
appearance of the Building and appurtenances throughout the Term of this Lease
at their sole expense provided that same do not materially alter or affect the
integrity of the original construction, unless otherwise agreed by the LESSOR.


 


•                  UTILITIES.  All applications and connections for utility
service on the Premises shall be in the name of the LESSEE only, and the LESSEE
shall 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 Premises
shall be separately metered by LESSOR and paid by LESSOR during the Preliminary
Term 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 minimal
amount which would be used by one individual on a daily basis, the water and
sewer shall not be separately metered and LESSEE shall be responsible for the
entire water and sewer usage at the Property.


 


•                  COMPLIANCE WITH
LAWS.  The LESSEE shall comply with
all local, state and federal laws, rules, regulations, and requirements
applicable to the conduct of its business on the Premises, in particular those
concerning the correction, prevention and abatement of nuisances. The LESSEE
shall promptly comply with all new rules, orders, and regulations of the State
of Kentucky or its insurer applicable to LESSEE’S business, at its own expense,
including the making of any nonstructural alterations for the protection or
extinguishment of fire. The LESSEE shall not permit the Premises to be used for
any disreputable or illegal purpose. 
During the Preliminary Term and any period prior to the New Term
Commencement Date, LESSOR shall maintain the Additional Premises in compliance
with all applicable governmental laws, rules, regulations and ordinances and
shall not permit the Additional Premises to be used for any disreputable or
illegal purpose.


 


•                  DESTRUCTION OF
IMPROVEMENTS


•                                                                  (a) Total
Destruction:  In the event during
the  Term of this Lease, the Premises are
fully 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 shall
commence repair of the Premises within sixty (60) days after such casualty and,
within one hundred eighty (180) days after commencement of such repair, restore
the Premises to substantially the same condition in which the Premises were
immediately prior to the occurrence of the casualty.  From the date of such casualty, until the
Premises is so repaired and restored, Rent and all other charges and items
payable hereunder shall abate in such proportion as the part of the Premises
thus destroyed or rendered untenantable bears to the total Premises.  However, if the Premises is destroyed or
rendered untenantable by fire or other casualty to the extent of more than
thirty percent (30%) of its replacement cost during the last two (2) years of
the Primary Term, or any Extension Term of this Lease, then LESSOR or LESSEE
shall have right to terminate this Lease effective as of the date of the
casualty, by giving written notice of termination to the other within thirty
(30) days of such casualty; provided, however, LESSEE shall have the right to
nullify any LESSOR termination by exercising an option to extend this Lease (if
available) within fifteen (15) days after LESSEE’S receipt of LESSOR’S
termination notice  If said notice of
termination is given within this thirty-day period, this Lease shall
terminate and rent and all other charges shall abate as aforesaid from the date
of such casualty, and LESSOR shall promptly repay to LESSEE any Rent paid in
advance which has not been earned as of the date of such casualty.  In the event that the insurance proceeds are
inadequate to fully repair the Premises then LESSOR, in its discretion, shall
have the right to terminate this Lease; provided, however, LESSEE shall have
the right to nullify any such termination by agreeing to repairs which would be
covered by the insurance proceeds.


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


 


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


 


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


 


•                                  (d) MINOR DAMAGE:  Should the Premises suffer damage to a slight
extent such that occupancy and use of the premises for accustomed use are not
materially affected, notwithstanding anything to the contrary contained herein,
the insurance proceeds therefore shall be paid to LESSEE and LESSEE, at its
sole expense shall restore and repair such damage as quickly as possible, but
no reduction in rent shall be allowed.


 


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


 


•                  LESSOR RIGHT OF
ENTRY.  The LESSOR, its agents or
representatives, shall have the right to enter the Premises, or any part
thereof, at reasonable times, for the purpose of examining the Premises and
making any repairs or alterations as may be deemed necessary to preserve the
Premises and keep it safe. Except in the case of an emergency, such reentry
shall be preceded by reasonable notice to the LESSEE from the LESSOR.


 


•                  BREACH AND
DEFAULT.


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


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


•                                                           (2)
Has an involuntary bankruptcy  proceeding
instituted against it which is not dismissed within sixty (60) days following
the filing therof;


•                                                  (3) Makes an
assignment for the benefit of creditors;


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


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


•                                                  (6) Fails to perform or comply
with any of the covenants or conditions of                                               this
Lease and does not cure such breach within 30 days after LESSOR has given
LESSEE notice of such breach or if such breach is not capable of cure within
such thirty (30) day period, if LESSEE fails to commence curative actions prior
to the expiration of such thirty (30) day period and diligently prosecute such
curative actions to completion.


•                                (b) Any one of
the following shall be deemed an event of default and breach of this Lease by
the 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 LESSOR
by this Lease.


 


•                  REMEDIES ON
BREACH AND DEFAULT.  In the event
of a breach of this Lease by LESSEE by any act set forth in the preceding
paragraph, the LESSOR’S rights shall be as follows:


•                                  (a) To cancel and terminate this
Lease 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 and
effect as if the date fixed in the notice of cancellation


 


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                        and termination
were the end of the Lease Term, except as to the LESSEE’S, costs, and charges
imposed hereunder.


•                                  (b) In the event of a default by
Lessee 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 otherwise
comply with any agreement, term, or condition required hereby to be performed
by the LESSEE, and the LESSOR shall have the right to enter the Premises for
the purpose of correcting or remedying any such defect and to remain until the
defect has been corrected or remedied. No expenditure by the LESSOR for the
correction or remedy shall be deemed to waive or release the LESSEE’S default
or the LESSOR’S right to take any action as may be otherwise permissible
hereunder in the event of default. Expenses incurred by the LESSOR in
fulfilling the LESSEE’S obligations shall be treated as additional rent and
shall bear interest at the rate of 12 percent per annum from the time incurred
until collection.


•                                  (c)  In the event of a material default by the
LESSEE which is not cured prior to the expiration of any applicable grace or
cure period, LESSOR shall have the right, to reenter the Premises and remove
the property and personnel of the LESSEE and store the property in a public
warehouse 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 the
rent and on the terms the LESSOR may choose. If the premises are re-let, the
duties and liabilities of the parties shall be as follows:


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


 


•                                                  (ii) The LESSOR
shall apply rent received from re-letting the premises first to reduce the
LESSEE’S indebtedness to the LESSOR under this Lease, not including
indebtedness for rent, secondly to the expense of re-letting and making
alterations and repairs, thirdly to the rent due under this Lease, and lastly
to payment of future rent under this Lease as it becomes due.


•                                  (d)  In the event of a default by LESSOR which is
not cured prior to the expiration of any applicable grace or cure period set
forth herein, LESSEE may, in addition to any other remedy available at law or
in equity, at its option, (i) upon written notice, terminate this Lease,
or (ii) incur any expense necessary to perform the obligation of LESSOR
specified in such notice and deduct such expense from the rent or other charges
next becoming due.


 


•                  ATTORNEY’S FEES
AND EXPENSES.  Should the
LESSEE breach any of the material terms of this Lease, particularly the terms
relating to occupancy and payment of the rent, and should the LESSOR incur
attorney’s fees, costs, and other expenses in the connection therewith, then
the LESSEE agrees to reimburse the LESSOR for such reasonable fees, costs and
expenses. Should the LESSOR breach any of the material terms of this lease,
particularly those related to representations, covenants and warranties to
LESSEE, and should the LESSEE incur attorney’s fees, costs, and other expenses
in connection therewith, then the LESSOR agrees to reimburse the LESSEE for
such reasonable fees, costs, and expenses.


 


•                  INDEMNIFICATION.  The LESSOR shall at all times indemnify and
hold the LESSEE harmless against all actions, claims, demands, costs, damages,
or expenses of any kind which may be brought or made against the LESSEE or
which the LESSEE may pay or incur, by reason of the LESSOR’S negligent performance
of, or failure to perform, any of its obligations under this Lease. Nothing
contained in this Agreement shall, however, detract from the LESSOR’S rights to
protection under the public liability insurance policy or policies obtained and
maintained by the LESSEE as hereinabove stated. Likewise, the LESSEE shall at
all times indemnify and hold the LESSOR harmless against all actions, claims,
demands, costs, damages, or expenses which 


 


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


 


•                  CONDEMNATION.  In the event all of the Premises are taken or
condemned for any public purpose, this Lease shall terminate as of the date of
such taking, and the award for such taking of the Premises shall belong to the
LESSOR; provided, however, LESSEE shall have the right to pursue its claim for
damages in connection with any eminent domain or condemnation proceeding. In
the event that a portion of the Premises is taken or condemned for any public
use, this Lease shall terminate as to the part taken and shall continue as to
the remainder of the Premises for the balance of the Lease Term, with the rent
reduced in the same ratio as the total value of the Premises after
condemnation; provided, however, in event there is not enough of the Premises
remaining after condemnation for the accustomed use by the LESSEE in its normal
enterprise or the remaining Premises is not sufficient for LESSEE’S business
purpose or needs, then LESSEE shall have the right to terminate this Lease.


 


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


 


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


 


•                  MODIFICATIONS.  This Lease may only be changed, amended, or
modified by writing signed by all of the parties hereto. The terms embodied
herein and any subsequent written modifications shall constitute the entire
agreement between the parties.


 


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


 


 


 


 


 


•                  If to the
LESSOR


•                  Red Rock
Partners, LLC


•                  Attention: Kent
Kelley


•                  2718 Uhls Road


•                  Franklin, KY 42134


 


•                  With a copy to:


•                  Greg Betterton,
Esq.


•                  981 Ridgewood
Avenue, #101


•                  Venice, FL
34285


 


•                  If to the
LESSEE:


•                  CWI, Inc.


•                  650 Three
Springs Road


 


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•                  Bowling Green,
HY 42104


•                  Attention:
President


 


•                  With a copy to:


•                  CWI, Inc.


•                  650 Three
Springs Road


•                  Bowling Green,
KY 42104


•                  Attention:
General Counsel


 


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


 


•                    SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT.


 


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


 


•                                  (b)           In the event
(i) any proceedings are brought for foreclosure, or (ii) of the
exercise of the power of sale under any mortgage or deeds of trust, then, upon
any such foreclosure or sale, LESSEE agrees to recognize such beneficiary or
purchaser as LESSOR under this Lease, provided that LESSEE’S right to
possession continues unabated and LESSEE’S rights under this Lease continue
undiminished.


 


                                        (c)           LESSOR agrees
to obtain a Subordination, Non-Disturbance and Attornment Agreement from its
current lender(s) and/or any lender that records a mortgage, deed of trust or
similar security instrument against the Premises prior to the recordation of
the memorandum of lease contemplated herein, if any, in form and substance reasonably
acceptable to LESSEE (“SNDA”), and deliver same to LESSEE within thirty
(30) days from the later of the date hereof or the date of recording such
mortgage, 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 by
written notice to LESSOR


 


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


 


15.         HAZARDOUS MATERIALS.  LESSOR represents and warrants that to the
best of its knowledge any handling, transportation, storage, treatment or usage
of hazardous or toxic substances (as defined by any applicable government
authority and hereinafter being referred to as “Hazardous Materials”)
that has occurred on the Property was in compliance with all applicable
federal, state and local laws, regulations and ordinances.  LESSOR further represents and warrants that
to the best of its knowledge no leak, spill, discharge, emission or disposal of
Hazardous Materials has occurred on the Property and that the soil,
groundwater, and soil vapor on or under the Property is free of Hazardous
Materials as of the date hereof.  LESSOR
agrees 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 and
expert fees), liabilities (including sums paid in settlement of claims) or loss
which arise during or after the Term, in connection with (a) a breach of the
foregoing representation and warranty and (b) the presence of any Hazardous
Materials present at the Property as of the Commencement Date or, with respect
to the Additional Premises, the New Term Commencement Date. LESSOR acknowledges
and agrees that LESSEE shall have no responsibility or liability with respect
to any Hazardous Materials at the Property which are not present as the result
of the acts of LESSEE, its officers, employees or agents,


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                        or LESSEE’S business
operations at the Property.  LESSOR
hereby releases LESSEE from any claims, judgments, damages, fines, penalties,
costs (including attorney, consultant and expert fees), liabilities (including
sums paid in settlement of claims) or loss which arise during or after the
Term, in connection with the presence or suspected presence of Hazardous
Materials 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 the
acts or inaction of LESSEE, its officers, employees or agents, or LESSEE’S
business operations at the Property.LESSEE covenants and agrees that it will not
cause or permit the generation, storage, transportation, disposal, release or
discharge of any hazardous material, hazardous waste, hazardous substance,
solid waste, petroleum product, asbestos or pollutant upon, in, over or under
the Premises and that Subtenant, its assignees, invitees, contractors,
sublessees, transferees or licensees will not become involved in the operation
at the Premises which could lead to the imposition on LESSOR or the Premises of
any liability under the Resource Conservation Recovery Act, 42 USC 6901, et
seq., etc. (“RCRA”), the Comprehensive Environmental Response Compensation and
Liability Act of 1980, 42 USC 9601, et seq., etc. (“CERCLA”), or any other
federal, state or local ordinance, law or regulation regarding environmental
matters or hazardous substances and that LESSEE shall comply with all such
federal, state and local environmental rules, laws and regulations with respect
to the operation of LESSEE’s business operations at the Premises which exist as
of the Commencement Date or as may exist from time to time.  LESSEE does hereby indemnify and hold LESSOR
harmless for all loss, cost or expense including, but not limited to, any
investigation of site conditions or any clean-up, remediation, removal,
restoration work and/or attorneys’ fees and court costs through all trial and
appellate levels as the result of LESSEE’s breach of its obligations as set
forth herein.  The provisions of this Article
31 shall survive any termination of this Lease.  LESSEE shall bear all costs associated with
removal, construction, reconstruction and the like in the event materials
described herein are discovered at any time during the term of this Lease with
respect to hazardous substances caused to be present as a result of LESSEE’s
acts.


16.         ESTOPPEL.  At any time and from time to time either
party, upon request of the other party, will execute, acknowledge and deliver
an instrument, stating, if the same be true, that this Lease is a true and
exact copy of the Lease between the parties hereto, that there are no
amendments hereof (or, if not so, stating what amendments there may be), that
this Lease is then in full force and effect and that, to the best of its
knowledge, there are no offsets, defenses or counterclaims with respect to the
payment 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 case
may be, to be performed (or, if not so, setting forth those offsets, defenses
or counterclaims existing) and that, as of such date, no default has been
declared hereunder by either party or, if a default has been declared, such
instrument shall specify same.  Such
instrument will be executed by the other party and delivered to the requesting
party within fifteen (15) days of receipt.


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


18.         TITLE REVIEW.  LESSOR shall provide LESSEE with its most
recent report on title covering the PROPERTY, together with copies of
underlying documents shown as exceptions thereon and a copy of LESSOR’S most
recent survey of the Property within ten (10) days following the date
hereof.  If any title matter would
prohibit or restrict LESSEE’S use of the Premises for the purposes set forth
herein or otherwise materially affect LESSEE’S rights under this Lease, then
LESSEE may, by written notice to LESSOR, terminate this Lease.


19.         LESSEE FINANCING; LIEN
WAIVER.  LESSEE shall have the absolute
right from time to time during the Term hereof and without LESSOR’S further
consent or approval, written or otherwise, to grant and assign a mortgage or
other security interest in LESSEE’S interest in this Lease and all of LESSEE’S
property to LESSEE’S lenders in connection with LESSEE’S financing
arrangements.  LESSOR agrees to execute
such confirmation, certificates and other documents as LESSEE’S


96





















 


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


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


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


22.         TIME OF THE ESSENCE.  Time shall be of the essence in interpreting
the 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 by
reason of strikes, lockouts, labor troubles, failure of power, riots,
insurrection, war, acts of God, or other reason of like nature, not the fault
of such party (hereinafter, “Permitted Delay” or “Permitted Delays”),
such party shall be excused for the period of time equivalent to the delay
caused by such Permitted Delay.


24.         OPTION TO
PURCHASE.  DISCUSS


 


•                  MISCELLANEOUS.


•                  (a) Whenever
the words “LESSOR” and “LESSEE” are used herein, they shall be construed to
include their successors, assigns, and legal representatives


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


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


•                                  (d) This Lease may be executed
in duplicate originals and multiple counterparts, with each duplicate to have
the full force and effect of an original document and all counterparts shall
constitute one and the same instrument.


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


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


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


 


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In Witness Whereof, the parties have caused
their 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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