Lease Agreement

Exhibit 10.36


LEASE AGREEMENT


THIS AGREEMENT OF LEASE, made and entered into this 13th day of August, 2002, by and between Fink Management, LLC (herein the " LANDLORD" ), and Gunite Corporation, a Corporation (herein the " TENANT' ),


WITNESSETH;


1. Leased Premises and Term of Lease.

LANDLORD hereby demises and leases unto TENANT the building and real estate located at 2601 Northland Drive, Elkhart, Elkhart County, Indiana, and more particularly described in Exhibit A attached hereto and incorporated herein. The said real estate and improvements are referred to collectively herein as the " Premises" . The term of this lease shall be a period of seven (7) years commencing on the 1st day of October, 2002, and expiring at midnight on the 30th day of September, 2009.


2. Rent.

TENANT agrees to pay, and LANDLORD agrees to accept, as the rent for the Premises: Eight Thousand Seven Hundred Twenty-six and 63/100 Dollars ($8,726.63) concurrently with the execution of this lease representing the rent for the first month and rent for the next 11 months; Nine Thousand Two Hundred Forty-three and 76/100 Dollars ($9,243.76) on the first day of October, 2003, representing the rent for the 2nd 12 month period. Rent for years three through seven will be adjusted annually by Midwest CPI. The Basic Rent of $9,243,76 shall be adjusted at the beginning of the twenty-fifth month based on any increases in the Consumer Price Index and at the end of each year thereafter whether during the term of this Lease or any renewal of extension thereof. No annual increase shall be less than One percent (1%) not to exceed Three and one-half percent (3.5%) per year compounded. Increases in the Annual Rent shall be made in accordance with the following procedure:


(a) The index to be used for this adjustment shall be the Consumer Price Index (Midwest Consumer Average, All Items, 1982-1984 equaling a base of 100, from the U.S. Department of Labor, Bureau of Labor Statistics, Washington, D.C.). (b) The Consumer Price Index for the third month prior to the commencement of this Lease shall be the " Base Period Consumer Price Index" . The Consumer Price Index for the month of May in each adjustment year shall be the " Adjustment Period Consumer Price Index." (c) The Base Period Consumer Price Index shall be subtracted from the Adjustment Period Consumer Price Index; the difference shall be divided by the Base Period Consumer Price Index. This quotient shall then be multiplied by the Basic Annual Rent, and the result shall then be added to the Basic Annual Rent. The resulting sum shall be the adjusted Annual Rent for such immediately succeeding leasehold period which shall be paid in equal monthly installments. (d) If the said Consumer Price Index is, at any time during the term of this Lease, discontinued by the Government, then the most nearly comparable index shall be substituted for the purpose of the aforesaid calculations.


All payments owing by TENANT pursuant to this lease shall be made to LANDLORD at , or at such other place or places as LANDLORD may hereafter designate, and shall be made without setoff or deductions and with reasonable attorneys' fees and costs of collection. In the event TENANT fails to pay any rent, expenses, charges or other payments to be paid by it pursuant to this lease within ten (10) days after the due date thereof, then any unpaid amounts shall be subject to a late charge of One Hundred Dollars ($100) per day from the due date of the date of payment. Notwithstanding this late payment charge, nonpayment of any amounts due under this lease shall constitute a default by TENANT.


It is the intention of LANDLORD and TENANT that this shall be a true net lease; that the rent herein specified shall be net to LANDLORD at all times during the term of this lease; and that all costs, expenses, and obligations of every kind relating to the Premises shall be the obligation of TENANT.


3. Security Deposit.

TENANT shall pay to the LANDLORD concurrently herewith the sum of Eight Thousand Seven Hundred Twenty-six and 63/100 Dollars $8,726.63 representing a security deposit. The security deposit shall be held by Meridian Title Corporation, Elkhart, Indiana, in an interest bearing account for the account of the TENANT as security for the full and complete performance by TENANT of all of the terms, covenants, and conditions of this Lease.


In the event TENANT commits a default hereunder, LANDLORD, at its option, may apply the security deposit, or any part thereof, plus any sum held as the last month' s rent to compensate LANDLORD for any loss, cost, damage, or expense sustained by reason of such default. Upon LANDLORD' S request, the TENANT shall forthwith remit to LANDLORD cash sufficient to restore such sums to the original sums deposited and TENANT' S failure to do so within ten (10) days after receipt of a demand therefor shall be a default under this Lease. If at the end of the term of this Lease or any extension or renewal of this Lease, TENANT is not in default hereunder, the balance of the security deposit shall be returned to TENANT.


LANDLORD may deliver the funds deposited hereunder to any purchaser of, or successor to, LANDLORD' S interest in this Lease or the Premises, and thereupon LANDLORD shall be discharged from all liability with respect to such deposit.


4. Covenants of Landlord.

LANDLORD agrees as follows:


(a) That so long as TENANT is not in default in the performance of any of the conditions or provisions hereof, TENANT may peaceably hold and enjoy possession of the Premises during the term of this lease without any interruption from LANDLORD or any person, firm, or corporation lawfully claiming through LANDLORD.

(b) That LANDLORD will make all repairs necessary for the proper maintenance of the roof of the building and exterior walls included in the Premises, except for damage thereto caused by the negligence or willful acts of TENANT; provided, however, that TENANT shall give LANDLORD written notice of any roof defect or exterior wall defect requiring repair and

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LANDLORD shall have a reasonable time after receipt of such notice to cause such repairs to be made.


(c) The LANDLORD named in this Agreement may transfer and assign, in whole or in part, all its rights and obligations under this Agreement and in the Real Estate. After such transfer or assignment the LANDLORD named in this Agreement will have no further liability to the TENANT under this Agreement for the obligations assumed by the assignee or transferee.

5. Covenants of Tenant.

TENANT agrees as follows:


(a) That it will pay the rent for the Premises as herein stated and all other payments and charges owing to LANDLORD pursuant to this lease at the time and in the manner herein stated, without relief from valuation and appraisement laws and with reasonable attorneys' fees and all other expenses and costs occasioned by the nonpayment thereof and occasioned by the default by TENANT in the performance of any of the terms of this agreement to be performed by TENANT. (b) That it shall pay as and when the same become due and payable the entire cost of all electricity, gas, water, sewerage, and other utilities and services used in or about the Premises, and it will not permit the charges therefor to become delinquent. (c) That it will pay all real estate taxes assessed against the Premises and payable during the term of this lease. TENANT shall pay the installments of real estate taxes to LANDLORD on or before April 15 and October 15 of each year during the term of this lease upon presentation of receipts by LANDLORD. TENANT shall pay all other assessments to LANDLORD not less than ten (10) days before such assessment is payable. (d) That it shall procure, maintain, and deliver to LANDLORD in companies to be approved by LANDLORD policies of fire, tornado, hazard, and extended risk insurance in an amount of not less than the full replacement value of the buildings and improvements now or hereafter situated upon the real estate which insurance shall insure the buildings and improvements now or hereafter erected upon the real estate against damage by fire, tornado, and other hazards generally covered by comprehensive policies of extended risk insurance. TENANT shall pay all premiums on said policies as and when the same become due and payable and said policies shall contain a loss payable clause making such insurance payable to LANDLORD, to TENANT, and to any mortgagee of LANDLORD as their respective interests may appear. All of such policies of insurance shall be issued by insurers authorized to do business in the State of Indiana and shall provide that the coverage not be cancelled without at least ten (10) days prior written notice to LANDLORD, TENANT, and LANDLORD' S mortgagee, and that any losses shall be payable notwithstanding any act or negligence of TENANT or LANDLORD which might otherwise result in forfeiture of the insurance. Copies of such insurance policies shall be delivered to LANDLORD, together with satisfactory evidence of payment of all required premiums, prior to the commencement of any coverage period. (e) That at its cost and expense it will make all repairs and will take all action necessary for the proper maintenance of the Premises, both internal and external, inclusive of lawn, lawn sprinkler system, tire protection system, except for roof and exterior wall repairs to be made by LANDLORD pursuant to paragraph 4(b) hereof; and upon the termination of this lease by lapse of

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time or otherwise, it will peaceably yield up possession of the Premises in the same condition and repair as received, loss by fire, lightning, windstorm, and ordinary wear and tear excepted. In the event TENANT shall fail to provide such necessary repairs and maintenance, LANDLORD shall have the option, but not the obligation, to cure such default for the account and at the expense of TENANT either during or after the term of this lease, and any payments so made by LANDLORD shall be additional debt owing by TENANT to LANDLORD, shall become immediately due and payable, and shall bear interest at the rate of one percent ( 1 %) per month from the date of payment.


(f) That LANDLORD shall not be liable for any injuries or damage to the property of TENANT or for any loss or damage of any kind sustained by TENANT by reason of any defective condition of the Premises or by reason of any occurrence in or about the Premises except if the LANDLORD is in breach of its obligation hereunder which causes said injury or damage. (g) That it shall not assign this lease or any option or right granted to it by this lease nor shall it sublet the Premises or any portion thereof without first obtaining the written consent of LANDLORD, which consent shall not be unreasonably wi ...