LEASE AGREEMENT

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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 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 (3 ^rd ) 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 LESSEE'S Work and prepare the Premises for the operation of LESSEE'S business. Notwithstanding

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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

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Base Rent payment, commencing on the Rent Commencement Date, the LESSEE shall be 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 (11 ^th ) Lease Year, the Base Rent shall increase by an amount equal to the Base Rent for the tenth (10 ^th ) 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 (5 ^th ) Lease Year and ending with the month which is three months prior to the end of the tenth (10 ^th ) Lease Year; provided, however any such increase shall not exceed ten percent (10%). Commencing with the sixteenth (16 ^th ) Lease Year, the Base Rent shall increase by an amount equal to the Base Rent for the fifteenth (15 ^th ) 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 (10 ^th ) Lease Year and ending with the month which is three months prior to the end of the fifteenth (15 ^th ) 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

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Additional Premises prior to the earlier of: (i) the date LESSEE accepts possession of the Additional 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

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value of the Premises shall be in the amount of EIGHT MILLION DOLLARS ($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 impl