EXHIBIT 10.37
LEASE
This Lease is made and entered into by and between Parks Wood
Products represented by its Agent, Noles-Frye Realty, Inc.
hereinafter referred to as Lessor and whose mailing address and
designation shall be 108 Hilton Court, Pineville, Louisiana 71360
and ISA Real Estate, LLC hereinafter referred to as Lessee whose
mailing address shall be P.O. Box 32428, Louisville, Kentucky
40232.
WITNESSETH:
ARTICLE I.
LEASE PREMISES
Lessor in consideration of the covenants and agreements hereinafter
set forth does by these presents demise, lease and let unto lessee,
who accepts, the following described premises:
700 Expressway Drive consisting of 7.7 acres of real property with
a 38,000 square foot warehouse, and a 400 sq. foot office set forth
thereon (hereinafter referred to as the "Premises")
ARTICLE II.
MODIFICATION OF LEASED PREMISES
Lessor shall at its cost make the following repairs to the existing
structure: Building lease "as is" present condition. The Lessee
shall at Lessee's sole cost provide the following items or
modifications: As per Lessee's needs with prior approval from
Lessor.
Anything in this to the contrary notwithstanding, Lessor shall not
be in default of any provision of this lease of such performance
shall be delayed or prevented by strike, were, Act of God, or other
cause beyond the control of the party seeking to be excused from
such performance.
If the Premises to be leased are vacant prior to the commencement
date of this lease, Lessor will afford Lessee reasonable access to
the leased Premises prior to the commencement date hereinafter set
forth, for the purpose of inspection, measuring, or Installing or
arranging for the installation of fixtures, but only to the extent
that such activity proceeds without interfering with the Lessor's
contractors, sub-contractors and their respective employees in the
construction of the above described modifications. By giving Lessee
access to the leased Premises prior to the commencement date,
Lessor assumes no responsibility whatsoever for damage to persons
entering the leased Premises or injury to Premises brought in or
upon the leased Premises, nor shall he be entitled to any rent by
reason or such access.
ARTICLE III.
TERM
The term of, this lease is for twenty-four (24) months beginning
March 1, 2007 and ending February 28th, 2009 (the "Term"). At any
time prior to the end of the Term, the Lessee shall have the
exclusive option to purchase the Premises on the terms contained in
Article V below. Alternatively, at the end of the Term the Lessee
shall have the right to renew the Term for an additional
twenty-four (24) month period on the same terms and conditions as
are set forth herein.
ARTICLE IV.
RENTAL
As consideration of this lease, Lessee agrees to pay Lessor by
check payable to Parks Wood Products mailed or delivered to 108
Hilton Court, Pineville, LA 71380 or its successor, as rental for
the above described Premises during the term hereof the sum of five
thousand two hundred and fifty ($5,250) dollars per month. All
rentals shall be payable in advance on or before the 1st day of
each calendar month during the terms hereof. After the 5th day of
the month, a 5% late charge will be added to the rental payment
due.
ARTICLE V.
OPTION TO PURCHASE
At any time prior to the expiration of the Term of this Lease, the
Lessee shall have the exclusive option to purchase the property for
a purchase price of five hundred and seventy five thousand
($575,000) dollars (the "Purchase Price") on the following terms
and conditions.
In the event the Lessee desires to purchase the Premise, Lessee
shall notify the Lessor in writing of its intention to exercise its
option. Said closing shall occur within 60 days of the receipt of
said notice by the Lessor. The closing (the "Closing") shall be
held at a location to be mutually agreed upon by the
parties.
In such event, the Premises will be sold "AS IS", subject to
receipt of a general warranty deed by the Lessee (or the equivalent
thereof in Louisiana). An unencumbered, marketable title to the
real property described herein shall be conveyed by deed of general
warranty, with the usual covenants such as any title company will
insure, except easements of record, restrictive covenants of record
as to use and improvement of the property, and except applicable
regulations imposed by the planning commission. Should title prove
defective and such defect cannot be remedied prior to the Closing
as defined below, Lessee may, in its sole discretion upon written
notice to the Lessor, extend the closing date or retract its offer
to purchase the Premises.
At closing, the security deposit being held by the Lessor hereunder
shall be applied (and credited) toward the Purchase
Price.
At Closing, each party shall pay the usual and customary closing
costs ordinarily to be borne by such party, respectively. All taxes
shall be pro-rated as of the date of ClosingLEASE.
At any time prior during the Term of the Lease, the Lessee shall be
permitted to perform a Phase I and/or Phase Il investigation of the
Premises, provided such investigation(s) are performed solely at
the cost of the Lessee. Lessee agrees that if in the course of
conducting its own investigation, it discovers a condition on the
Premises that it believes must be reported to governmental
authorities; it shall promptly notify Lessor of the condition.
Lessor shall bear the responsibility of reporting any such
condition to the proper governmental authorities unless (i) such
condition is an immediate threat to the health, welfare or safety
of any individuals or the environment or (ii) the environmental
engineer performing the investigation is obligated by law to report
such condition to regulatory authorities.
Notwithstanding anything to the contrary contained elsewhere in
this Agreement, the Lessor shall reduce the Purchase Price by the
cost of any environmental remediation that the Lessee is
anticipated to incur in bringing the Premises up to local, state
and federal standards. For purposes of this agreement "remediation"
costs shall include, but not be limited to the disposal of
contaminated soils (i.e. special waste non-hazardous and, hazardous
waste disposal), soil replacement, and professional and technical
costs relating to such remediation.
Notwithstanding the foregoing, the Lessor shall receive a minimum
of three (3) months rent under this Agreement.
ARTICLE VI.
USE OF PREMISES
Lessee shall use the Premises for the sole purpose of conducting
the business as a scrap metal processing and storage facility.
Notwithstanding anything to the contrary contained elsewhere in
this Agreement, prior to the execution of this Agreement the Lessor
shall have provided evidence to the Lessee that the Premises are
zoned and permitted such that the Lessee will be able to operate
its business on the Premises for the Lessee's intended
purpose.
Subject to prior approval by Lessor as to size and location, Lessee
may erect a sign not exceeding 8 feet in height on the exterior of
the Premises Lessee shall install its sign at its own expense and
may remove it at the termination of this lease. Lessee agrees that
such sign will be erected and maintained in compliance with the
requirements of all governmental departments having jurisdiction
over the demised Premises. Any damages to the building as a result
of the removal of Lessee's sign shall be repaired the expense of
Lessee.
This paragraph shall not be applicable to the roof and/or
structural parts of the demised Premises Lessee agrees at its own
cost and expense, during the term of this lease, to comply with all
orders, rules, regulations, and requirements of ever kind and
nature relating to the Premises, now or hereafter in force, of the
federal, state, municipal or other governmental authorities,
applicable to the manner of Lessee's use and occupancy thereof, or
operations made by the Lessee. The Lessee will pay all costs and
expenses incidental to such compliance, and will indemnify any save
harmless the Lessor free of the expense or damage by reason of any
notice, violations or penalties filed against or imposed upon the
Premises, or against the Lessor as owner thereof, because of the
failure of the Lessee to comply with the provisions of this
paragraph. Should the Lessee fail to comply with any of the
provisions contained in this paragraph the Lessor may, after ten
(10) days written notice to the Lessee, comply therewith, and the
cost and expense of so doing may be paid by the Lessor and shall be
charged against the Lessee as an additional rent, becoming due upon
demand. Lessee agrees to indemnify and save harmless the Leseor
from and against any and all judgments, decrees, penalties, costs
and expenses by reason of such non-compliance.
Lessee shall, at the termination of this lease, peacefully quit,
surrender and deliver up the leased Premises, broom clean and in as
good condition as received, natural deterioration
excepted.
Lessee shall not permit any unlawful activity in the leased
Premises and shall comply with all lawful laws and ordinances
pertaining to the conduct of Lessee's business.
In the event the demised Premises are part of a shopping center or
building complex, garbage, trash and other refuse shall be kept in
the kind of containers as specified by Lessor and shall be placed
at the location at the demised Premises designated by Lessor. In
the event the demised Premises are part of a shopping center or
building complex, Lessee shall not use the common area of the
shopping center or building complex for business
purposes.
Lessee shall keep the outside areas immediately adjoining the
demised Premises clean and shall not place or allow to be placed
any obstructions or merchandise thereon.
Prior to March 1, 2007, the Lessor shall cause the Premises to be
free of debris both on the land itself and within the buildings
contained on the Premises. The buildings shall be furnished to the
Lessee in broom-clean condition.
ARTICLE VII.
HOLDING OVER
Any holding over by Lessee of the leased Premises after the
expiration of this lease shall operate and be construed as a
tenancy from month to month at a rental to be
negotiated.
ARTIC
