Indenture of Lease

Exhibit 10.13

This Indenture of Lease, dated as of March 1, 2001

Witnesseth: that ST. CHARLES PROPERTIES, a Missouri Partnership, having its principal place of bussiness at 26 Baxter Lane, Chesterfield, MO 63017 (the Landlord), hereby leases unto ACF INDUSTRIES, INCORPORATED

A New Jersey corporation having its principal place of business at 110 Clark Street, St. Charles, MO, 63301

(the Tenant), and the Tenant accepts from Landlord, the premises described as 128,626 square feet, Building 91 & 91A outlined on the floor plan(s) and attached hereto as Exhibit A (the Premises) located at Clark and Second Streets, St. Charles, MO (the Building) (said Building, together with the land on which it is located and all other improvements thereon being called the Property), for the term, the rent, and subject to the conditions and covenants hereinafter provided. Parking identified on Exhibit “A” shall be for exclusive use by the Tenant.

The term of this lease shall commence on March 1, 2001 and shall end on February 28, 2006 unless sooner terminated as provided herein, to be occupied and used by the Tenant for manufacturing and office. Landlord hereby grants to Tenant the right, privilege and option to extend the term for two (2) successive periods of five (5) years each under the same terms and conditions except that monthly rent shall be adjusted for one-half (50%) of the increase in the consumer price index (CPI) from the base period beginning 4/1/01 and ending 12/31/05 for the first option and if the second option is exercised, one-half (50%) of the increase in the CPI from the base period beginning 1/1/06 and ending 12/31/10 for the second option period. Tenant shall exercise each option by giving Landlord six months prior written notice of its intent to exercise the option. The maximum rent increase for the first renewal period shall not exceed $.25 per square foot per year and the maximum rent increase for the second renewal period shall not exceed $.25 per square foot per year.

In consideration thereof, the parties covenant and agree as follows:

1. RENT

     (a) The Tenant shall pay to the Landlord as Base Rent, in legal tender, at the Landlord’s office at 26 Baxter Lane, Chesterfield, MO 63017

or as directed from time to time by Landlord’s notice, the monthly amounts as outlined in Exhibit “D” in advance promptly on the first day of every calendar month of the term, except for the first month’s rent which is due and payable on execution, and pro rata, in advance, for any partial month, without demand, the same being hereby waived and without any set-off on deduction whatsoever. Interest at the per annum rate of 10% will be charged retroactive to the first day of the month for rents not paid by the tenth (10^th) of the calendar month. Landlord shall notify tenant in writing of late payments. Notwithstanding the foregoing no late payment penalty shall be payable by Tenant until Tenant has received two late payment notices within a twelve

calendar month, period. Following receipt of the second late payment notice, late payment penalties shall be payable by Tenant for all late payments made in the twelve month period following the second notice. If no late payments are made in such period, the requirement for two notices shall again apply.

     (b) It is understood that the Base Rent specified in Exhibit “D” does not anticipate any increase in the amount of taxes on the Property. There fore, in order that the rental payable throughout the term of the lease shall reflect any such increase the parties agree as hereinafter in the Section set forth. The annual Base Rent payable pursuant to Exhibit “D” as increased pursuant to Paragraphs (b) and (c) of this Section is hereinafter called the “Rent”. Certain terms are defined as follows:

     Tenant’s Share: For each calendar year commencing with the calendar year following the Base Year, the amount of the Tenant’s pro rata share of the increase in Taxes for the business complex over the Base Year. The Tenant’s Share is agreed to be 27% of such increase for increases in Taxes covering Building 91 and Building 91A. Tenant has the right to contest property taxes should the Landlord not contest such taxes and Tenant shall be given copies of all tax bills.

     Base Year: The Base Year for Taxes as to each separate tax, shall be the fiscal tax year ending 2001. For purposes of computing tax escalation “Base Year” and the comparison year for “Taxes” will be the fiscal tax year separately determined for each separate tax comprising “Taxes”.

     Taxes: (i) All real estate taxes, payable (adjusted after protest or litigation, if any) for any part of the term of this lease, exclusive or discounts, on the Property, (ii) any taxes which shall be levied in lieu of any such taxes or which shall be levied on the gross rentals of the Property computed, in each instance, as if the Building were the sole asset of Landlord, (iii) any special assessments against the property which shall be required to be paid during the calendar year in respect to which taxes are being determined, and (iv) without duplication, the expense of contesting the amount or validity of any such taxes, charges or assessments, such expense to be applicable to the period of the item contested and to be apportioned, to the extent appropriate, the Landlord reserves the right to re-compute the additional rent due hereunder in the event of a reduction of Taxes for the Base Year and the Tenant agrees to pay such additional rent when billed.

     (c) In order to provide for current payments on account of an increase in the Taxes over the Base Year the Tenant agrees, at Landlord’s request, to pay, as additional rent, Tenant’s Share due for the ensuing twelve (12) months, as reasonably estimated by Landlord from time to time, in twelve (12) monthly installments, each in an amount equal to 1/12^th of Tenant’s Share so estimate by Landlord commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such estimated Tenant’s Share. If, as finally determined, Tenant’s Share shall be greater than or be less than the aggregate of all installments so paid on account to the Landlord for such twelve (12) month period, then Tenant shall pay to Landlord the amount of such underpayment, or the Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the Amount of

Taxes for each year and then to adjust such estimate in the following year based on actual Taxes incurred and/or paid by Landlord. The obligation of the Landlord and Tenant with respect to the payment of Rent shall survive the expiration or termination of this lease. Any payment, refund, or credit made pursuant to this Paragraph (c) shall be made without prejudice to any right of the Tenant to dispute, or of the Landlord to correct, any item(s) as billed pursuant to the provisions hereof.

     (d) Upon receipt of the Landlord’s statement, Tenant does hereby covenant and agree promptly to pay the increases in Rent pursuant to Paragraphs (b) and (c) of this Section as and when the same shall become due and payable, without further demand therefor, and without any set-off or deduction whatsoever. Failure to give such statement shall not constitute a waiver by Landlord of its right to require an increase in Rent nor shall such failure deprive Tenant of a decrease in Rent, as the case may be.

     (e) Within ninety (90) days after receipt of such statement, Tenant or its authorized employee shall have the right to inspect the books of Landlord during the business hours of Landlord at Landlord’s office in the Building or, at Landlord’s option, at such other location that Landlord may specify, for the purpose of verifying information in such statement. Unless Tenant asserts specific error(s) within one hundred-eighty (180) days after delivery of such statement, the statement shall be deemed to be correct.

     (f) No decrease in Taxes shall reduce Tenant’s Rent below the annual Base Rent sot forth in Exhibit “D”.

     (g) Tenant will cause the Premises to be insured against toss or damage by fire and such other hazards, risks and matters covered under so called “all-risk” insurance for the full amount of the replacement cost of the improvements on the Premises (exclusive of foundations). Beginning with calendar year 2002, all policies of insurance shall be issued by insurers reasonably acceptable to Tenant and shall be for limits and upon terms in each instance reasonably acceptable to Tenant.

     (h) All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this lease shall be deemed additional rent and, in the event of non-payment thereof, Landlord shall have all the rights and remedies herein provided for in case of non-payment of Rent.

2. SERVICES

     The Tenant shall provide, at Tenant’s expense, except as otherwise provided, the Following services:

     Services set forth in Exhibit “B” attached hereto and made a part hereof.

     It is understood that Tenant does not warrant that any of the services referred to above, or any other services which Tenant may supply, will be free from interruption, Landlord acknowledging that any one or more such services may be suspended by reason of accident or of repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or causes beyond the reasonable control of Tenant. Any such interruption or discontinuance of service shall never be deemed a default, or render Tenant liable to Landlord for damages, or relieve Landlord from performance of Landlord’s obligation under this lease.

3. QUIET ENJOYMENT

     So long as the Tenant shall observe and perform the covenants and agreements binding on it hereunder, the Tenant shall at all times during the term herein granted, peacefully and quietly have and enjoy possession of the Premises without any encumbrance or hindrance.

4. CERTAIN RIGHTS RESERVED TO THE LANDLORD

The Landlord reserves the following rights:

     (a) To name the Building and to change the name or street address of the Building

     (b) To install and maintain a sign or signs on the exterior or interior of the Building.

     (c) During the last thirty (30) days of the term, if during or prior to that time the Tenant vacates the Premises, to decorate, remodel, repair, alter or other wise prepare the Premises for re-occupancy, without affecting Tenant’s obligation to pay rental for the Premises.

     (d) To constantly have pass keys to the Premises.

     (e) On reasonable prior notice to the Tenant, to exhibit the Premises to prospective tenants during the last six (6) months of the term, and to any prospective purchaser, mortgagee, or assignee of any mortgage on the Property and to others having a legitimate interest at any time during the term.

     (f) At any time in the event of any emergency, and otherwise at reasonable times to take any and all measures, including inspections, repairs, alterations, additions and improvements to the Premises or to the Building, as may be necessary or desirable for the safety, protection or preservation of the Premises or the Building or the Landlord’s interests, or as may be necessary to be desirable in the operation or improvement of the Building or in order to comply with all laws, orders and requirements of governmental or other authority.

5. ESTOPPEL CERTIFICATE BY TENANT

     The Tenant agrees that from time to time upon not less than ten (10) days prior request by the Landlord, the Tenant will deliver to the Landlord a statement in writing certifying (1) that this lease is unmodified and in full force and effect (or if there have been modifications that the same is in full force and effect as modified and identifying the modifications), (b) the dates to which the Rent and other charges have been paid, and (c) that, so far as the person making the certificate knows, the Landlord is not in default under any provision of this lease, and, if the Landlord is in default, specifying each such default of which the person making the certificate may have knowledge, it being understood that any such statement so delivered may be relied upon by any landlord under any ground or underlying lease, or any prospective purchase, mortgagee, or any assignee of any mortgage on the Property. The Landlord will give the Tenant an estoppel within ten (10) days after request by Tenant.

6. WAIVER OF CERTAIN CLAIMS

     The Tenant, to the extent permitted by law and to the extent covered by insurance required to be maintained by Tenant herein, waives all claims it may have against the Landlord, and against the Landlord’s agents and employees for damage to person or property sustained by the Tenant or by any occupant of the Premises, or by any other person, resulting from any part of the Property or any equipment or appurtenances becoming out of repair because of a breach of Tenant’s obligations under this Lease, or resulting from any accident in or about the Property or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Properly or of any other person, unless such damage is a result of the negligence or contributory negligence of Landlord, or Landlord’s agents or employees. If any damage results from any act or neglect of the Tenant, the Landlord may, at the Landlord’s option, repair such damage and the Tenant shall thereupon pay to the Landlord the total cost of such repair. All personal property belonging to the Tenant or any occupant of the Premises that is in or on any part of the Properly shall be there at the risk of the Tenant or of such other person only, and the Landlord, its agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof unless such damage, theft or misappropriation is a result of the negligence or contributory negligence of Landlord or Landlord’s agents or employees. The Tenant agrees to hold the Landlord harmless and indemnified against claims and liability for injuries to all persons and for damage to or loss of property occurring in or about the Property, due to any act of negligence or default under the lease by the Tenant, its contractors, agents or employees.

     Landlord shall defend, indemnify and hold harmless Tenant Entities from and against any and all Claims arising from or in connection with:

     (a) the conduct or management of the Property or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Tenant) in or about the Property prior to the Commencement Date;

     (b) any act, omission or negligence of Landlord or its agents or employees; or

     (c) any accident, injury or damage whatever occurring in, at or upon the Property as a result of Landlord’s failure to perform its obligations under this Lease;

except to the extent that any of the foregoing arise from the intentional and/or negligent acts or omissions of Tenant.

     To the extent that the Tenant carries hazard insurance on any of its property in the Premises and to the extent that the Landlord carries hazard insurance of the Property, each policy of insurance shall contain, if obtainable from the insurer selected by the Tenant or the Landlord, as the case may be, without additional expense, a provision waiving subrogation against the other party to this lease. If such provision can be obtained only at additional expense, the obligation to obtain such provision shall continue if the other party, on notice shall pay the amount of such additional expense. Each of the parties hereto hereby releases the other to the extent of the limits of the insurance so carried with respect to any liability which the other may have for any damage by fire or other casualty with respect to which the party against whom such release is claimed shall be insured under a policy or policies of insurance containing such provision waiving subrogation. All hazard insurance affecting the Premises and/or any property therein carried by either Landlord or Tenant shall, name the Landlord, the Tenant, and the holder of any first mortgage affecting the Premises as named insureds and as loss payees, as their respective interests may appear.

7. LIABILITY INSURANCE

     Tenant shall, at its expense, maintain during the term, comprehensive public liability insurance, contractual liability insurance and property damage insurance under policies issued by insurers of recognized responsibility, with limits of not less than $3,000,000.00 for personal injury, bodily injury, death, or for damage or injury to or destruction of property (including the loss of use thereof) for any one occurrence. Tenant’s policies shall name Landlord, its agents, servants and employees as additional insureds. At the option of the Landlord, copies of all policies of insurance shall be furnished to Landlord.

8. HOLDING OVER

     If the Tenant retains possession of the Premises or any part thereof after the termination of the term, the Tenant shall be a month to month Tenant and shall pay the Landlord Rent at 115% of the monthly rate specified in Section 1 for the time the Tenant thus remains in possession and, in addition thereto, shall pay the Landlord for all actual damages sustained by reason of the Tenant’s retention of possession. The provisions of this Section do not exclude the Landlord’s rights of re-entry or any other right hereunder.

9. ASSIGNMENT AND SUBLETTING

     (a) The Tenant shall not, without the Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, (a) assign, convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this lease or any interest under it; (b) allow any transfer thereof or any lien upon the Tenant’s interest by operation of law; (c) sublet the Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof by any one other than the Tenant. Notwithstanding the foregoing provisions of this Article 9, the Premises may be occupied, from time to time, without Landlord’s consent, by any affiliates, of Tenant, and/or any entity which may be merged or consolidated with Tenant, or into which Tenant may be merged or consolidated. Tenant may assign this lease without Landlord’s consent upon a sale of substantially all of Tenant’s assets or stock. If Tenant is converted to a public company then transfers of stock will not be covered by the prohibition against assignment and do not require consent. As used herein, “affiliate” means:

     “Affiliate” any person or entity which directly or indirectly controls, or is under common control with, or is controlled by, a person or entity and, if such person is an individual, any member of the immediate family (including parents, spouse and descendants) of such individual and any trust whose principal beneficiary is such individual or one or more members of the immediate family of such individual and any person who is controlled by any such member or trust. As used in this definition “control” (including, with its correlative meanings “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of Voting securities or other ownership interests, by contract or otherwise), provided that, in any event, any person or entity which owns directly or indirectly 10% or more of the voting securities or 10% or more of the other ownership interests of any other person or entity will be deemed to control such person or entity.

     (b) If with the consent of the Landlord (if required), this lease be assigned or if the Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of Tenant’s covenants contained in this lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by Tenant of covenants on the part of Tenant herein contained.

10. CONDITION OF PREMISES

     Tenant’s taking possession of the Premises shall be conclusive evidence as against the Tenant that the premises were in good order and satisfactory condition when the Tenant took possession, except as to latent defects. No promise of the Landlord to alter, remodel, repair or improve the Premises or the Building and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, other than as may be contained herein or in a separate Work Letter Agreement signed by Landlord and Tenant. At the termination of this lease, the Tenant shall return the Premises broom-clean and in as good

condition as when the Tenant took possession, ordinary wear and loss by fire or other casualty and condemnation excepted, Failing which the Landlord may restore the Premises to such condition and the Tenant shall pay the cost thereof on demand.

11. USE OF PREMISES

     Tenant shall use the premises for general manufacturing and office purposes, and the Tenant agrees to comply with the to time following rules and regulations and with such reasonable modifications thereof and additions thereto as the Landlord may hereafter from time make for the Building. The Certificate of Occupancy, if any, covering the Building shall permit use of the premises for the purposes herein demised.

     (a) The Tenant will agree not to operate a retail store.

     (b) The Tenant will not make or permit to be made any use of the premises or any part thereof which would violate any of the covenants, agreements, terms, provisions and conditions of this lease or which directly or indirectly is forbidden by public law, ordinance or governmental regulation or which may be dangerous to life, limb, or property, or which may invalidate, or increase the premium cost of any policy of insurance carried on the Building or covering its operations, unless as to the insurance premiums, the cost of the increase in insurance premiums is paid by the Tenant, or which will suffer or permit the premises or any part thereof to be used in any manner or anything to be brought into or kept therein which, in the judgment of Landlord, reasonably exercised, shall in any way impair or tend to impair the character, reputation or appearance of the Property as a high quality office/manufacturing building, or which will impair or interfere with or tend to impair or interfere with any of the services performed by Landlord for the Property.

     (c) Excepting those in place as of the effective date, the Tenant shall not display, inscribe, print, maintain or affix on any place in or about the Building any additional sign, notice, legend, direction, figure or advertisement, except on the doors of the Premises and on the Directory Board, and then only such name(s) and matter, and in such color, size, style, place and materials, as shall first have been approved by the Landlord, which approval shall unreasonably withheld. The listing of any name other than that of Tenant, whether on the doors of the Premises, on the Building Directory, or otherwise, shall not operate to vest any right or interest in this lease or in the Premises or be deemed to be the written consent of Landlord mentioned in Section 9, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant, except for a specified minimum number of listings in the directory to which Tenant will be entitled throughout the term of this lease as agreed to by Tenant and Landlord. Tenant shall be permitted to install the signs identified on Exhibit “C” hereto.

     (d) The Tenant shall not advertise the business, profession or activities of the Tenant conducted in the building in any manner which violates the letter or spirit of any code of ethier adopted by any recognized association or organization pertaining to such business, profession or activities and shall not use the name of the Building for any purposes other than that of the

business address of the Tenant, and shall never use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence without the Landlord’s consent.

     (e) The Tenant shall not make any alterations, improvements or additions to the Premises of a structural nature, without the Landlord’s advance written consent. In the event Tenant desires to make any alterations, improvements or additions of a structural nature, Tenant shall first submit to Landlord plans and specifications therefor and obtain landlord’s written approval thereof prior to commencing any such work. All alterations, improvements or additions, Whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises shall become Landlord’s property and shall remain upon the Premises at the termination of this lease without compensation to Tenant (excepting only Tenant’s movable office furniture, trade fixtures, office and professional equipment and all manufacturing equipment and personal property).

     As to alterations, 1) Landlord’s consent shall not be unreasonably withheld or delayed; 2) decorations shall be excluded and Landlord’s consent will not be required; 3) to the extent that Tenant is permitted to make alterations Tenant’s right to make alterations will be limited to alterations that do not change the use nor materially affect the character of the Building unless expressly consented to by Landlord; and 4) Landlord consents to the alterations to be made by Tenant to the Premises in order to ready the same for Tenant’s occupancy of the Premises and agrees that such alterations so made by Tenant in respect to its occupancy of the Premises may be surrendered by Tenant