8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 28, 2006

LMI AEROSPACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Missouri

(State or Other Jurisdiction of Incorporation)

0-24293	43-1309065
(Commission File Number)	(IRS Employer Identification No.)
3600 Mueller Road, St. Charles, Missouri	63302-0900
(Address of Principal Executive Offices)	(Zip Code)

(636) 946-6525

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On December 28, 2006, certain of the operating subsidiaries (the “Operating Subsidiaries”) of LMI Aerospace, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), by and among the Operating Subsidiaries and Wells Fargo Bank, National Association (“Wells Fargo”). The Credit Agreement is a $40 million revolving loan facility, under which there is no requirement to provide a borrowing base of collateral to support advances. The Credit Agreement provides for, among other things, (i) the release of mortgages on four separate parcels of real estate of the Company (the “Subject Properties”), (ii) reduced interest rates, which may be further reduced upon the satisfaction of certain financial covenants, and (iii) certain change of control restrictions.

Concurrent with the execution of the Credit Agreement, LMI Finishing, Inc. (“LMI Finishing”) and Leonard’s Metal, Inc. (“Leonard’s Metal”), each an Operating Subsidiary, entered into a Purchase Agreement (the “Purchase Agreement”) with CIT CRE LLC (“CIT”), providing for the purchase of the Subject Properties by CIT and simultaneous lease of these properties back to Leonard’s Metal (in the case of three of the Subject Properties) and to LMI Finishing (in the case of the remaining Subject Property). The total purchase price for the Subject Properties is $10,250,000. The Subject Properties will be leased under lease agreements providing for an initial term of 20 years, which may be renewed by the tenant (LMI Finishing or Leonard’s Metal, as the case may be) for additional 5-year periods upon 12-months notice prior to the end of the end of the initial term or any renewal term. The annual minimum rental for the first year of the initial term is $732,955 for the three Subject Properties to be leased by Leonard’s Metal and $146,495, for the Subject Property to be leased by LMI Finishing, payable in equal monthly installments. Such minimum annual rentals will be increased by 2.3% per year for the remainder of the initial term and with respect to any renewal term, such annual minimum rent will be 95% of the then fair market rental value.

The sale of one of the Subject Properties occurred on December 28, 2006 for a sale price of $4.3 million. The Company expects to close on the three remaining Subject Properties on or before January 31, 2007. The obligations of Leonard’s Metal and LMI Finishing under the leases are guaranteed by the Company in accordance with a Guaranty and Suretyship Agreement also executed as of December 28, 2006.

This description of the terms of the Credit Agreement, the Purchase Agreement, the Lease Agreement and the Guaranty (collectively, the “Agreements”) is qualified in its entirety by reference to the Agreements which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated into this Item 1.01 by reference.

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On January 2, 2007, the Company appointed Darrel E. Keesling as its Chief Operating Officer, effective on the start date of Mr. Keesling’s employment with the Company (the “Start Date”), which is expected to occur on or about January 15, 2007. Mr. Keesling, who is 45 years of age, had been the Vice President and General Manager-Metal Structures of GKN Aerospace, Inc. since August, 2004 and prior thereto had served in other managerial capacities with GKN Aerospace, Inc., including Senior Director of Engineering and Director of Operations, since January, 2001.

The salient features of Mr. Keesling’s compensation are as follows:

·   an annual base salary of $240,000 for calendar year 2007 (prorated in January), $250,000 for calendar year 2008 and $260,000 for calendar year 2009;

·   a formula bonus under which payment of approximately $60,000 can be earned if the Company achieves certain profitability goals; and

·   the grant of shares of restricted stock having the total value of approximately $90,000 based upon market prices on Mr. Keesling’s Start Date, with one-third of the shares vesting on December 31, 2007, an additional one-third vesting on December 31, 2008, and the remaining one-third vesting on December 31, 2009.

In addition, Mr. Keesling will be entitled to participate in all benefit plans on the same basis as other executive officers of the Company, including the use of a Company automobile (or, in the alternative, an annual $5,000 car allowance).

The terms of Mr. Keesling’s service as the Chief Operating Officer of the Company (providing for a term of three years and covering, among other things, non-compete and confidentiality obligations) will be set forth in an employment contract expected to be entered into as of the Start Date. The form of such employment agreement is attached as Exhibit 10.5 to this Form 8-K.

To the knowledge of the Company, there are no family relationships between Mr. Keesling and any director or executive officer of the Company, or relationships and related transactions of the type described in Item 404 of Regulation S-K involving Mr. Keesling.

Section 8 - Other Events

Item 8.01. Other Events.

On January 3, 2007, the Company issued a press release announcing the Credit Agreement and the sale and leaseback of real estate pursuant to the Purchase Agreement, Leases and Guaranty. The text of the press release is attached as Exhibit 99.1 hereto.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Amended and Restated Credit Agreement dated December 28, 2006.
10.2	Purchase Agreement dated December 28, 2006 ("Purchase Agreement”).
10.3	Lease Agreement dated December 28, 2006 between CIT and Leonard’s Metal. Note: A lease agreement between CIT and LMI Finishing will be entered into on or before January 31, 2007, in the form attached as Exhibit E to the Purchase Agreement and will be substantially identical with the CIT/Leonard’s Metal Lease Agreement, except for name, annual rental and the like.
10.4	Guaranty and Suretyship Agreement dated December 28, 2006.
10.5	Form of Employment Agreement between the Company and Darrel E. Keesling.
99.1	Text of press release dated October 3, 2006.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 3, 2007

LMI AEROSPACE, INC.
By:
	Lawrence E. Dickinson Chief Financial Officer and Secretary

EX-10.1

 EXHIBIT 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of December 28, 2006, by and among LEONARD’S METAL, INC., a Missouri corporation (“Leonard’s Metal”), LMI FINISHING, INC., an Oklahoma corporation (“LMI Finishing”), TEMPCO ENGINEERING, INC., a Missouri corporation (“Tempco”), VERSAFORM CORP., a California corporation (“Versaform”), PRECISE MACHINE PARTNERS, LLP, a Texas limited liability partnership (“Precise Machine”), and LMI-TCA, INC., a Delaware corporation (“LMI-TCA”; Leonard’s Metal, LMI Finishing, Tempco, Versaform, Precise Machine and LMI-TCA are hereinafter collectively referred to as the “Borrower”; all references to Borrower in this Agreement shall mean each and all of them jointly and severally), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

RECITALS

Borrower and Bank are parties to a Credit and Security Agreement dated as of November 29, 2004 (as amended, modified and supplemented, the “Existing Credit Agreement”) pursuant to which Bank, through its Wells Fargo Business Credit operating division, has provided certain credit facilities to Borrower in the form of a $23,250,000 revolving credit facility and two term loans in the original principal amounts of $4,720,000 and $3,645,000.

Borrower has requested certain modifications to the credit facilities, including, among other things, provision of a single revolving credit facility in an amount up to $40,000,000 to refinance the existing loans.

Bank has agreed to make the requested credit facility available to Borrower on the terms and conditions hereinafter set forth.

This Agreement is given in amendment to, restatement of and substitution for the Existing Credit Agreement;

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

ARTICLE I

CREDIT TERMS

SECTION 1.1.REVOLVING LINE OF CREDIT.

(a)Revolving Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including March 31, 2012, not to exceed at any time the aggregate principal amount of Forty Million Dollars ($40,000,000.00) ("Line of Credit"), the proceeds of which shall be used to refinance Borrower’s existing indebtedness with Bank, for general working capital purposes and general corporate needs and to finance Permitted Acquisitions. Borrower's obligation to repay advances under the Line of Credit shall be evidenced by a promissory note dated as of December 28, 2006 ("Line of Credit Note"), all terms of which are incorporated herein by this reference.

(b)Limitation on Borrowings; Minimum Amount. Outstanding borrowings under the Line of Credit shall not at any time exceed an aggregate of Forty Million Dollars ($40,000,000.00). Each advance under the Line of Credit, other than the initial advance, will be at least $500,000.00 and a multiple of $100,000.

(c)Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Dollars ($5,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that a Letter of Credit may provide that it is automatically renewable for successive periods unless notice of non-renewal is given by Bank at some time prior to the then current expiration date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances. If the Line of Credit is terminated for any reason or is due to expire prior to the expiration date of any Letter of Credit when such Letter of Credit is issued, the Borrower shall at the time of such termination or upon issuance of such Letter of Credit pay the Bank in immediately available funds for deposit in a special account an amount equal to the face amount of any Letters of Credit outstanding upon termination or to be so issued plus any anticipated fees and costs. If the Borrower fails to promptly make any such payment in the amount required hereunder, then the Bank may make an advance under the Line of Credit in an amount sufficient to fulfill this obligation and deposit the proceeds to a special account. The special account shall be an interest bearing account maintained with the Bank. Any interest earned on amounts deposited in the special account shall be credited to the special account. The Bank may apply amounts on deposit in the special account at any time or from time to time to the indebtedness of Borrower to Bank in the Bank’s sole discretion. The Borrower may not withdraw any amounts on deposit in the special account as long as the Bank maintains a security interest therein. The Bank agrees to transfer any balance in the special account to the Borrower when the Bank is required to release its security interest in the special account under applicable law.

(d)Borrowing and Repayment. Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above.

SECTION 1.2.INTEREST/FEES.

(a) Interest.The outstanding principal balance of the Line of Credit shall bear interest, and the amount of each drawing paid under any Letter of Credit shall bear interest from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rates of interest set forth in the Line of Credit Note.

(b)Computation and Payment. Interest shall be computed on the basis and shall be payable at the times and place set forth in each promissory note or other instrument or document required hereby.

(c)Unused Commitment Fee. Borrower shall pay to Bank a fee equal to the rate per annum set forth below opposite the applicable ratio of Total Funded Debt to EBITDA (as defined in the Line of Credit Note) then in effect (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears within ten (10) days after each billing is sent by Bank (the undrawn amount of all Letters of Credit issued pursuant to this Agreement will be deemed to be usage of the Line of Credit for purposes of calculating the unused commitment fee):

Tier	Total Funded Debt to EBITDA	Unused Commitment Fee
1	≥2.50	.30
2	≥1.50<2.50	.25
3	≥1.00<1.50	.225
4	≥0.50<1.00	.20
5	<0.50	.175

The amount of the fee shall be determined and adjusted effective as of the first day of the first month following the date on which each financial statement and compliance certificate are required in accordance with the provisions of Sections 4.3(a) or (b) and (d); provided that notwithstanding the foregoing, in the event a financial statement and compliance certificate are not delivered timely by the date required by Sections 4.3(a) or (b) and (d), the Unused Commitment Fee shall be based on pricing tier 1 until such time as an appropriate compliance certificate and financial statement are delivered, whereupon the applicable pricing tier shall be adjusted based on the information contained in such financial statement and compliance certificate. Notwithstanding the foregoing, for determining the Unused Commitment Fee from the date of this Agreement until delivery of the initial financial statement and compliance certificate required by Section 4.3(a) or (b) and (d), Borrower shall be entitled to the Unused Commitment Fee described at tier 5 above, after which the Unused Commitment Fee shall be based on the Borrower’s performance as set forth herein.

(d)Letter of Credit Fees. Borrower shall pay to Bank (i) fees upon the issuance of each Letter of Credit determined at a per annum rate equal to the LIBOR Margin in effect at the time of issuance pursuant to the Line of Credit Note (computed on the basis of a 360-day year, actual days elapsed) times the face amount thereof, and (ii) fees upon the payment or negotiation of each drawing under any Letter of Credit and fees upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank's standard fees and charges then in effect for such activity.

SECTION 1.3.COLLECTION OF PAYMENTS. Borrower authorizes Bank to collect all interest and agreed-upon fees due under each credit subject hereto by charging Borrower's deposit account number 4121068076 with Bank, or any other deposit account maintained by Borrower with Bank, for the full amount thereof. Should there be insufficient funds in any such deposit account to pay all such sums when due, the full amount of such deficiency shall be immediately due and payable by Borrower.

SECTION 1.4.COLLATERAL.

As security for all indebtedness and other obligations of Borrower to Bank, Borrower hereby grants to Bank security interests of first priority in all Borrower's accounts, chattel paper and electronic chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, all sums on deposit in any collateral account, and any items in any lockbox; together with (i) all substitutions and replacements for and products of any of the foregoing; (ii) in the case of all goods, all accessions; (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods; (v) all collateral subject to the lien of any Loan Document; (vi) any money, or other assets of the Borrower that now or hereafter come into the possession, custody, or control of the Bank; (vii) proceeds of any and all of the foregoing; (viii) books and records of the Borrower, including all mail or electronic mail addressed to the Borrower; and (ix) all of the foregoing, whether now owned or existing or hereafter acquired or arising or in which the Borrower now has or hereafter acquires any rights.

All of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds or mortgages, and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately upon demand the full amount of all charges, costs and expenses (to include fees paid to third parties and all allocated costs of Bank personnel), expended or incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals, audits and title insurance.

SECTION 1.5.GUARANTIES. The payment and performance of all indebtedness and other obligations of Borrower to Bank shall be guaranteed jointly and severally by LMI Aerospace, Inc. (“Parent”) and Precise Machine Company (“PMC”), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank. The guaranties shall be secured by, in the case of Parent, a pledge of 100% of the capital stock of Borrower, and, in the case of both Parent and PMC, by first priority security interests, subject to Permitted Encumbrances, in all assets, other than real estate, now owned or hereafter acquired by such entities.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.

SECTION 2.1.LEGAL STATUS. Each Borrower, other than Precise Machine, is a corporation, and Precise Machine is a limited liability partnership, in each case, duly organized and existing and in good standing under the laws of the state of its organization, and is qualified or licensed to do business (and is in good standing as a foreign corporation or entity, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on such Borrower.

SECTION 2.2.AUTHORIZATION AND VALIDITY. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

SECTION 2.3.NO VIOLATION. The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any law or regulation, or contravene any provision of its organizational documents or result in any breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower may be bound.

SECTION 2.4.LITIGATION. Except as disclosed on Schedule 2.4 hereto, there are no pending, or to the best of Borrower's knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could have a material adverse effect on the financial condition or operation of Borrower other than those disclosed by Borrower to Bank in writing prior to the date hereof.

SECTION 2.5.CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower dated December 31, 2005, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) present fairly the financial condition of Borrower in all material respects, (b) disclose all material liabilities of Borrower that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with generally accepted accounting principles consistently applied. Except as disclosed on Schedule 2.5 attached hereto, since the dates of such financial statements there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank or as otherwise permitted by Bank in writing.

 SECTION 2.6.INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year which involve a claimed deficiency in excess of $100,000.

SECTION 2.7.NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower's obligations subject to this Agreement to any other obligation of Borrower.

SECTION 2.8.PERMITS, FRANCHISES. Borrower possesses, and will hereafter possess, all permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it to conduct the business in which it is now engaged in compliance with applicable law.

SECTION 2.9.ERISA. Except as disclosed on Schedule 2.9 hereto, Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"); Borrower has not violated any provision of any defined employee pension benefit plan (as defined in ERISA) maintained or contributed to by Borrower (each, a "Plan"); no Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by Borrower; Borrower has met its minimum funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under generally accepted accounting principles.

SECTION 2.10.OTHER OBLIGATIONS. Borrower is not in default on any material obligation for borrowed money, any material purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

SECTION 2.11.ENVIRONMENTAL MATTERS. Except as disclosed on Schedule 2.11 hereto, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of Borrower's operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time. None of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower has no material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

ARTICLE III

CONDITIONS

SECTION 3.1.CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank's satisfaction of all of the following conditions:

(a)Approval of Bank Counsel. All legal matters incidental to the extension of credit by Bank shall be satisfactory to Bank's counsel.

(b)Documentation. Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:

(i)	This Agreement and each instrument or document required hereby;
(ii)	The Line of Credit Note;
(iii)	The Continuing Guaranty of Parent and PMC;
(iv)	Such security and pledge agreements from Borrower and guarantors as Bank shall require to evidence the security interests in the collateral;
(v)	Such UCC financing statements or amendments thereto as shall be necessary to perfect the security interests in the collateral;
(vi)	Delivery of any and all stock certificates or other certificated securities evidencing the ownership or equity interests of Parent in the Borrower;
(vii)	Certified copies of the organizational documents of Borrower, Parent and PMC, together with borrowing resolutions and incumbency certificates in form and substance acceptable to Bank; and
(viii)	Such other documents as Bank may require under any other Section of this Agreement.

(c)Financial Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower or any guarantor hereunder, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower or any such guarantor.

(d)Insurance. Borrower shall have delivered to Bank evidence of insurance coverage on all Borrower's property, in form, substance, amounts, covering risks and issued by companies satisfactory to Bank, and where required by Bank, with loss payable endorsements in favor of Bank.

SECTION 3.2.CONDITIONS OF EACH EXTENSION OF CREDIT. The obligation of Bank to make each extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank's satisfaction of each of the following conditions:

(a)Compliance. The representations and warranties contained herein and in each of the other Loan Documents shall be true on and as of the date of the signing of this Agreement and on the date of each extension of credit by Bank pursuant hereto, with the same effect as though such representations and warranties had been made on and as of each such date, and on each such date, no Event of Default as defined herein, and no condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default, shall have occurred and be continuing or shall exist; and

(b)Documentation. Bank shall have received all additional documents which may be required in connection with such extension of credit.

ARTICLE IV

AFFIRMATIVE COVENANTS

Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:

SECTION 4.1.PUNCTUAL PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein, and immediately upon demand by Bank, the amount by which the outstanding principal balance of any credit subject hereto at any time exceeds any limitation on borrowings applicable thereto.

SECTION 4.2.ACCOUNTING RECORDS. Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied, and permit any representative of Bank, at any reasonable time, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Borrower. Absent the occurrence of an Event of Default which is continuing, any such inspection, audit or examination shall be at Bank’s expense.

SECTION 4.3.FINANCIAL STATEMENTS. Provide to Bank all of the following, in form and detail satisfactory to Bank:

(a)not later than ninety (90) days after and as of the end of each fiscal year, consolidated and consolidating financial statements of Parent, prepared by a recognized independent accounting firm and accompanied by an unqualified opinion from such accounting firm, to include income statements, balance sheets and statements of cash flows for such fiscal year;

(b)not later than forty-five (45) days after and as of the end of each fiscal quarter, internally prepared consolidated and consolidating financial statements of Parent, to include income statement, balance sheet and statement of cash flows for such fiscal quarter and for the fiscal year-to-date period then ended;

(c)not later than thirty (30) days prior to the start of each fiscal year, financial projections for such fiscal year, to include balance sheets and income statements prepared on a quarterly basis;

(d)contemporaneously with each annual and quarterly financial statement required hereby, a certificate of a senior financial officer of Parent that said financial statements present fairly the financial condition of Borrower in all material respects and that there exists no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both would constitute an Event of Default, together with calculations confirming Borrower’s compliance with all financial covenants;

(e)promptly after the sending or filing thereof, copies of all regular and periodic financial reports or other materials filed by Parent or any affiliated entity with the Securities and Exchange Commission or any national securities exchange; and

(f) from time to time such other information as Bank may reasonably request.

SECTION 4.4.COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower's continued existence and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its business.

SECTION 4.5.INSURANCE. Maintain and keep in force, for each business in which Borrower is engaged, insurance of the types and in amounts customarily carried in similar lines of business, including but not limited to fire, extended coverage, public liability, flood, property damage and workers' compensation, with all such insurance carried with companies and in amounts satisfactory to Bank, and deliver to Bank from time to time at Bank's request schedules setting forth all insurance then in effect.

SECTION 4.6.FACILITIES. Keep all properties useful or necessary to Borrower's business in good repair and condition, and from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained.

SECTION 4.7.TAXES AND OTHER LIABILITIES. Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such of the foregoing (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank's satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

SECTION 4.8.LITIGATION. Promptly give notice in writing to Bank of any litigation pending or threatened against Borrower with a claim in excess of $500,000.00.

SECTION 4.9.FINANCIAL CONDITION. Maintain Borrower's financial condition, determined on a consolidated basis for Borrower and Parent, as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein):

(a)Current Ratio not less than 2.0 to 1.0 at each fiscal quarter end, with "Current Ratio" defined as total current assets divided by the sum of (i) total current liabilities plus (ii) 50% of the principal balance outstanding under the Line of Credit at such quarter end;

(b)Net Worth at each fiscal quarter end not less than the sum of (i) $67,000.00, plus (ii) 50% of cumulative quarterly net income (with no deduction for quarterly net losses) realized since the date of this Agreement, plus (iii) 100% of the net cash proceeds from the issuance of equity securities subsequent to the date of this Agreement, with "Net Worth" defined as total stockholders' equity;

(c)Net income after taxes not less than $1.00 on an annual basis, determined as of each fiscal year end; and

(d)Fixed Charge Coverage Ratio not less than 1.20 to 1.0 as of each fiscal quarter end, determined on a rolling 4-quarter basis, with “Fixed Charge Coverage Ratio” defined as earnings for such period before deductions for interest expense, taxes, depreciation and amortization expense, divided by the aggregate of interest expense, income tax expense, scheduled amortization of long-term debt, maintenance capital expenditures and dividends for such period (“maintenance capital expenditures” shall mean investments required in property, plant and equipment in the ordinary course of business to maintain Borrower’s operations). For purposes of determining Borrower’s pro forma compliance with this covenant in connection with any Permitted Acquisition under Section 5.3, and for purposes of calculating Borrower’s compliance with this covenant subsequent to any acquisition, (i) income statement items attributable to the person or entity acquired shall, to the extent not otherwise included in such income statement items for Parent, be included to the extent relating to any period applicable in such calculation, and (ii) to the extent that Parent or Borrower incurs indebtedness in connection with such acquisition, such indebtedness shall be deemed to have been incurred as of the first day of the applicable period for purposes of determining interest expense for such period.

SECTION 4.10.NOTICE TO BANK. Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice to Bank in reasonable detail of: (a) the occurrence of any Event of Default, or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organizational structure of Borrower; (c) the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency with respect to any Plan; or (d) any termination or cancellation of any insurance policy which Borrower is required to maintain, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting Borrower's property in excess of an aggregate of $500,000.00.

SECTION 4.11.DEPOSITORY ACCOUNTS. Maintain its principal depository accounts with Bank.

ARTICLE V

NEGATIVE COVENANTS

Borrower further covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower will not, and will not permit Parent to, without Bank's prior written consent:

SECTION 5.1.USE OF FUNDS. Use any of the proceeds of any credit extended hereunder except for the purposes stated in Article I hereof.

SECTION 5.2.OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except the following permitted indebtedness (“Permitted Indebtedness”):

(a)the liabilities of Borrower to Bank;

(b)any other liabilities of Borrower and Parent existing as of the date hereof and disclosed on Schedule 5.2 to this Agreement;

(c)indebtedness owed to trade creditors incurred in the ordinary course of business, to the extent that such indebtedness is not overdue past the original due date by more than 90 days or such other terms as may be agreed upon between Borrower and its trade creditors; and

(d)indebtedness arising after the date of this Agreement from capital leases or from purchase money indebtedness provided that (i) Borrower shall maintain compliance with the financial covenants set forth in Section 4.9 and (ii) the aggregate outstanding amount attributable to such capital leases and purchase money indebtedness shall not exceed $14,000,000.00 at any given time.

SECTION 5.3.MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire the stock of or all or substantially all of the assets of any other entity except for Permitted Acquisitions and such other acquisitions as to which Bank shall grant its prior consent in writing (which consent shall not be unreasonably withheld); nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business or as disclosed on Schedule 2.5. “Permitted Acquisition” means any acquisition by Borrower or Parent of the stock or substantially all of the assets of any other person provided that:

(a)Borrower demonstrates pro forma compliance with all terms and conditions of this Agreement after giving effect to such acquisition;

(b)there shall exist no Event of Default before or after giving effect to such acquisition;

(c)the acquired entity and/or the assets acquired shall be owned directly by Parent or a Borrower or shall become a wholly-owned subsidiary (direct or indirect) of Parent or a Borrower and, at Bank’s election, shall execute a guaranty or a joinder to this Agreement and any documents securing Borrower’s obligations to Bank, in form and substance acceptable to Bank;

(d)the purchase consideration for the acquisition, when combined with the purchase consideration of all other acquisitions in any fiscal year, shall not exceed $20,000,000.00; and

(e)at least 15 days prior to the scheduled closing of the acquisition, Borrower shall furnish Bank with such financial statements and other information relating to the entity to be acquired as Bank shall reasonably request.

SECTION 5.4.GUARANTIES. Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity, except any of the foregoing in favor of Bank.

SECTION 5.5.LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments in any person or entity, except any of the foregoing which, in the aggregate, do not exceed $1,000,000.00 outstanding at any given time.

SECTION 5.6.DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or distribution either in cash, stock or any other property on Parent’s stock or any other equity interest in Parent now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Parent’s stock or any other equity interest in Parent now or hereafter outstanding; provided, however, that Parent may make a dividend or distribution (hereafter, a “Distribution”) which is otherwise prohibited herein if such Distribution will not result in any default under any of the financial covenants set forth in Section 4.9 of this Agreement.

SECTION 5.7.PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower's assets now owned or hereafter acquired, except the following (each a “Permitted Lien”):

(a)the existing security interests disclosed on Schedule 5.7 to this Agreement;

(b)any security interest or lien in favor of Bank;

(c)liens for taxes, assessments or governmental charges which are not delinquent or which are being diligently contested in good faith and by appropriate proceedings and for which adequate book reserves in accordance with generally accepted accounting principles are maintained;

(d)liens arising out of deposits in connection with workers’ compensation insurance, unemployment insurance, old age pensions, or other social security or retirement benefits legislation;

(e)deposits or pledges to secure bids, tenders, contracts, leases, statutory obligations, surety and appeal bonds, and other obligations of like nature arising in the ordinary course of business;

(f)liens imposed by any law, such as mechanics’, worker’s, materalmen’s, landlords’, carriers’, or other like security interests arising in the ordinary course of business which secure payment of obligations which are not past due or which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles are maintained; and

(g)purchase money security interests securing purchase money indebtedness of Borrower to the extent permitted in Section 5.2(d).

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.1.The occurrence of any of the following shall constitute an "Event of Default" under this Agreement:

(a)Borrower shall fail to pay when due any principal or interest payable under any of the Loan Documents;

(b)Borrower shall fail to pay any agreed-upon fees or other amounts payable under any of the Loan Documents within ten (10) days of the date when due;

(c)Any financial statement or certificate furnished to Bank in connection with, or any representation or warranty made by Borrower or any other party under this Agreement or any other Loan Document shall prove to be incorrect, false or misleading in any material respect when furnished or made;

(d)Any default in the performance of or compliance with any obligation, agreement or other provision contained herein or in any other Loan Document (other than those referred to in subsections (a) or (b) above), and with respect to any such default which by its nature can be cured, such default shall continue for a period of twenty (20) days from its occurrence;

(e)Any default in the payment or performance of any obligation, or any defined event of default, under the terms of any contract or instrument (other than any of the Loan Documents) pursuant to which Borrower, any guarantor hereunder or any general partner or joint venturer in Borrower if a partnership or joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a "Third Party Obligor") has incurred any debt or other liability to any person or entity, including Bank;

(f)The filing of a notice of judgment lien against Borrower or any Third Party Obligor, or the recording of any abstract of judgment against Borrower or any Third Party Obligor in any county in which Borrower or such Third Party Obligor has an interest in real property, or the entry of a judgment against Borrower or any Third Party Obligor, which in any instance of the foregoing, involves an order for the payment of money in excess of $750,000 and which remains unsatisfied and in effect for a period of 30 consecutive days without a stay of execution; or the service of a notice of levy and/or a writ of attachment or execution, or other like process, against the assets of Borrower or any Third Party Obligor.

(g)Borrower or any Third Party Obligor shall become insolvent, or shall suffer or consent to or apply for the appointment of a receiver, trustee, custodian or liquidator of itself or any of its property, or shall generally fail to pay its debts as they become due, or shall make a general assignment for the benefit of creditors; Borrower or any Third Party Obligor shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time ("Bankruptcy Code"), or under any state or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against Borrower or any Third Party Obligor and such proceeding or petition shall continue undismissed for sixty (60) consecutive days, or Borrower or any Third Party Obligor shall file an answer admitting the jurisdiction of the court and the material allegations of any involuntary petition; or Borrower or any Third Party Obligor shall be adjudicated a bankrupt, or an order for relief shall be entered against Borrower or any Third Party Obligor by any court of competent jurisdiction under the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors and any order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) consecutive days;

(h)The dissolution or liquidation of Borrower or any Third Party Obligor if a corporation, partnership, joint venture or other type of entity; or Borrower or any such Third Party Obligor, or any of its directors, stockholders or members, shall take action seeking to effect the dissolution or liquidation of Borrower or such Third Party Obligor; or

(i)A Change of Control shall occur, with “Change of Control” meaning the occurrence of any of the following events:

(A)any Borrower ceases to be wholly-owned by Parent;

(B)any person, entity or “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934; a “Person”) who is not an owner on the date of this Agreement is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than forty percent (40%) of the voting power of all classes of owners of the Parent;

(C)during any consecutive two-year period, individuals who at the beginning of such period constituted the board of directors of the Parent (together with any new directors whose election to such board of directors, or whose nomination for election by the owners of the Parent, was approved by a vote of two thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Parent then in office; or

(D)Ronald S. Saks shall cease to actively manage the Borrower’s day-to-day business activities and a successor reasonably acceptable to the Bank shall not have been appointed within 120 days thereafter.

SECTION 6.2.REMEDIES. Upon the occurrence of any Event of Default: (a) all indebtedness of Borrower under each of the Loan Documents, any term thereof to the contrary notwithstanding, shall at Bank's option and without notice become immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are hereby expressly waived by Borrower; (b) the obligation, if any, of Bank to extend any further credit under any of the Loan Documents shall immediately cease and terminate; and (c) Bank shall have all rights, powers and remedies available under each of the Loan Documents, or accorded by law, including without limitation the right to resort to any or all security for any credit subject hereto and to exercise any or all of the rights of a beneficiary or secured party pursuant to applicable law. All rights, powers and remedies of Bank may be exercised at any time by Bank and from time to time after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. NO WAIVER. No delay, failure or discontinuance of Bank in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Bank of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing.

SECTION 7.2.NOTICES. All notices, requests and demands which any party is required or may desire to give to any other party under any provision of this Agreement must be in writing delivered to each party at the following address:

BORROWER:       c/o LMI Aerospace, Inc.

 3600 Mueller Road

 St. Charles, MO 63301

 Attention: Chief Financial Officer

BANK:                   WELLS FARGO BANK, NATIONAL ASSOCIATION

 101 S. Hanley Road

 Suite 1400

 Clayton, MO 63105

or to such other address as any party may designate by written notice to all other parties. Each such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt.

SECTION 7.3.COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity.

SECTION 7.4.SUCCESSORS, ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interests or rights hereunder without Bank's prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights and benefits under each of the Loan Documents. In connection therewith, Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, any guarantor hereunder or the business of such guarantor, or any collateral required hereunder.

SECTION 7.5.ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other Loan Documents constitute the entire agreement between Borrower and Bank with respect to each credit subject hereto and supersede all prior negotiations, communications, discussions and correspondence concerning the subject matter hereof. This Agreement may be amended or modified only in writing signed by each party hereto.

SECTION 7.6.NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of, or have any direct or indirect cause of action- or claim in connection with, this Agreement or any other of the Loan Documents to which it is not a party.

SECTION 7.7.TIME. Time is of the essence of each and every provision of this Agreement and each other of the Loan Documents.

SECTION 7.8.SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement.

SECTION 7.9.COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same Agreement.

SECTION 7.10.GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

SECTION 7.11.BORROWING AGENCY; JOINT AND SEVERAL LIABILITY.

(a)Each Borrower hereby irrevocably designates Parent, acting through its duly authorized officers, to be its attorney and agent and in such capacity to have the authority to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower or Borrowers, and hereby authorizes Bank to pay over or credit all loan proceeds and payments hereunder in accordance with the request of Parent.

(b)Each Borrower has determined and represents to Bank that it is in its best interests and in pursuance of its legitimate business purposes to induce Bank to extend credit pursuant to this Agreement. Each Borrower acknowledges and represents that its business is related to the business of the other Borrowers, the availability of the commitments provided herein benefits all Borrowers, and advances and other credit extensions made hereunder will inure to the benefit of Borrowers, individually and as a group.

(c)Each Borrower has determined and represents to Bank that it has, and after giving effect to the transactions contemplated by this Agreement will have, assets having a fair saleable value in excess of its debts, after giving effect to any rights of contribution or subrogation that may be available to such Borrower, and each Borrower has, and will have, access to adequate capital for the conduct of its business and the ability to pay its debts as such debts mature.

(d)Each Borrower agrees that it is jointly and severally liable to Bank for, and each Borrower agrees to pay to Bank when due the full amount of, all indebtedness now existing or hereafter arising to Bank under or in connection with this Agreement and all modifications, extensions and renewals thereof, including without limitation all advances disbursed to any Borrower under the Line of Credit, all interest which accrues thereon and all fees, costs and expenses chargeable to Borrowers or any of them in connection therewith.

(e)The liability of each Borrower shall be reinstated and revived and the rights of Bank shall continue if and to the extent that for any reason any amount at any time paid on account of any of the obligations of the Borrowers is rescinded or must otherwise be restored by Bank, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid.

(f)Each Borrower authorizes Bank, without notice to or demand on such Borrower, and without affecting such Borrower's liability hereunder, from time to time to: (i) alter, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the liabilities and obligations of any other Borrower to Bank on account of any liability; (ii) take and hold security from any other Borrower for the payment of any liability, and exchange, enforce, waive, subordinate or release any such security; (iii) apply such security and direct the order or manner of sale thereof, including without limitation, a non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Bank in its discretion may determine; (iv) release or substitute anyone or more of the endorsers or any guarantors of any liability, or any other party obligated thereon; and (e) apply payments received by Bank from any other Borrower to indebtedness of such other Borrower to Bank other than the Line of Credit.

(g)Each Borrower represents and warrants to Bank that it has established adequate means of obtaining from all other Borrowers on a continuing basis financial and other information pertaining to such Borrowers' financial condition, and each Borrower agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect its risks hereunder. Each Borrower further agrees that Bank shall have no obligation to disclose to it any information or material about any other Borrower that is acquired by Bank in any manner.

(h)Each Borrower waives any right to require Bank to: (i) proceed against any other Borrower or any other person; (ii) marshal assets or proceed against or exhaust any security held from any of the Borrowers or any other person; (iii) take any action or pursue any other remedy in Bank's power; or (iv) make any presentment or demand for performance, or give any notices of any kind, including without limitation, any notice of nonperformance, protest, notice of protest, notice of dishonor, notice of intention to accelerate or notice of acceleration hereunder or in connection with any obligations or evidences of indebtedness held by Bank as security for or which constitute in whole or in part the liabilities subject hereto, or in connection with the creation of new or additional liabilities.

(i)Each Borrower waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any of the Borrowers or any other person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the liabilities, of any of the Borrowers or any other person; (iii) any lack of authority of any officer, director, partner, agent or any other person acting or purporting to act on behalf of any of the Borrowers which is a trust, corporation, partnership or other type of entity, or any defect in the formation of any such Borrower; (iv) the application by any of the Borrowers of the proceeds of any advance for purposes other than the purposes represented by Borrowers to, or intended or understood by, Bank or Borrower; (v) any act or omission by Bank which directly or indirectly results in or aids the discharge of any of the Borrowers or any portion of the liabilities by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of Bank against any of the Borrowers; (vi) any impairment of the value of any interest in any security for the liabilities or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; or (vii) any modification of the liabilities, in any form whatsoever, including any modification made after revocation hereof to any liability incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the liabilities or any portion thereof, including increase or decrease of the rate of interest thereon. Until all liabilities shall have been paid in full, no Borrower shall have any right of subrogation, and each Borrower waives any right to enforce any remedy which Bank now has or may hereafter have against any of the Borrowers or any other person, and waives any benefit of, or any right to participate in, any security now or hereafter held by Bank. Each Borrower further waives all rights and defenses such Borrower may have arising out of (A) any election of remedies by Bank, even though that election of remedies, such as a non--judicial foreclosure with respect to any security for any portion of the liabilities, destroys its rights of subrogation or its rights to proceed against any other Borrower for reimbursement, or (B) any loss of rights Borrower may suffer by reason of any rights, powers or remedies of any of other Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any Borrower's indebtedness, whether by operation of law or otherwise, including any rights Borrower may have to a fair market value hearing to determine the size of a deficiency following any trustee’s foreclosure sale or other disposition of any real property security for any portion of the liabilities.

(j)Each Borrower further waives (i) each and every right to which it may be entitled by virtue of any suretyship law, and (ii) without limiting any of the waivers set forth herein, any other fact or event that, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release of or defense to such Borrower.

(k)If any of the waivers herein is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law.

(l)It is the position of the Borrowers that each Borrower benefits from the loans that have been made available by Bank under this Agreement and from each extension of credit thereunder, regardless of whether such credit is disbursed to a joint account of Borrowers or to or for the account of any Borrower.

SECTION 7.12.ARBITRATION.

(a)Arbitration. The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination; or (ii) requests for additional credit.

(b)Governing Rules. Any arbitration proceeding will (i) proceed in a location in Missouri selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

(c)No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

(d)Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney licensed in the State of Missouri or a neutral retired judge of the state or federal judiciary of Missouri , in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Missouri and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Missouri Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(e)Discovery. In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is available.

(f)Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration, except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.

(g)Payment Of Arbitration Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.

(h)Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationshipbetween the parties.

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

LEONARD’S METAL, INC. By: /s/ Lawrence E. Dickinson Title: Vice President, Chief Financial Officer   and Secretary	WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Beth A. Tiffin Title: Vice President
LMI FINISHING, INC. By: /s/ Lawrence E. Dickinson Title: Vice President, Chief Financial Officer         and Secretary
TEMPCO ENGINEERING, INC. By: /s/ Lawrence E. Dickinson Title: Vice President, Chief Financial Officer        and Secretary
VERSAFORM CORP. By: /s/ Lawrence E. Dickinson Title: Vice President, Chief Financial Officer        and Secretary
PRECISE MACHINE PARTNERS, LLP By: PRECISE MACHINE COMPANY
By: /s/ Lawrence E. Dickinson        Lawrence E. Dickinson, Secretary BEING THE MANAGING PARTNER OF PRECISE MACHINE PARTNERS, LLP
LMI-TCA, INC. By: /s/ Lawrence E. Dickinson Title: Vice President, Chief Financial Officer        and Secretary

EX-10.2

EXHIBIT 10.2

EXECUTION COPY

PURCHASE AGREEMENT

by and among

LMI FINISHING, INC.,

an Oklahoma corporation,

and

LEONARD’S METAL, INC.,

a Missouri corporation,

together as “Seller”

and

CIT CRE LLC,

a Delaware limited liability company,

as “Purchaser”

Dated as of: December 28, 2006

TABLE OF CONTENTS

SECTION                                                                                                                                       
60;                  PAGE

Article I Definitions                                                                                                                                               1

Article II Agreement to Sell, Convey and Lease                                                                                               3

Article III Representations and Warranties of Seller                                                                                     4

Article IV Representations and Warranties of Purchaser                                                                             7

Article V Conditions Precedent to Purchaser’s Obligations                                                                         8

Article VI Conditions Precedent to Seller’s Obligations                                                                              13

Article VII Covenants                                                                                                                                           14

Article VIII Risk of Loss                                                                                                                                     14

Article IX Transaction Costs                                                                                                                             15

Article X Defaults and Remedies                                                                                                                      15                                                   ;                

Article XI Indemnification                                                                                                                                  16

Article XII Miscellaneous                                                                                                                                   17

EXHIBITS:

Exhibit A - Initial Property

Exhibit B - Additional Properties

Exhibit C - Building Equipment

Exhibit D - Allocation of Purchase Price

Exhibit E - Form of Lease

Exhibit F - Form of Lease Guaranty

Exhibit G - Environmental Reports

SCHEDULES:

Schedule 3.1(o) - Contracts and Agreements

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of the 28th day of December, 2006 (the “Effective Date”) by and among LMI FINISHING, INC., an Oklahoma corporation (“LMI Finishing”), and LEONARD’S METAL, INC., a Missouri corporation (“Leonard’s Metal” and, collectively with LMI Finishing, the “Seller”), and CIT CRE LLC, a Delaware limited liability company (the “Purchaser”).

R E C I T A L S :

WHEREAS, Purchaser desires to purchase, and Seller is willing to sell, the Leased Property (defined hereinafter) upon the terms and conditions set out hereinafter;

NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth in this Agreement, Seller and Purchaser hereby covenant and agree as follows:

ARTICLE I

Definitions

As used herein, the following terms shall have the following meaning:

“Acquisition Date” means the date, which shall occur no later than January 31, 2007, on which Purchaser has acquired all properties and assets and interests in property comprising the Initial Property and the Additional Properties.

“Additional Closing” has the meaning assigned to such term in Section 2.4.

“Additional Closing Date” has the meaning assigned to such term in Section 2.4.

“Additional Properties” means the Wichita Property, the Highway 94 Property and the Tulsa Property.

“Appurtenances” means, with respect to a Property, all tenements, hereditaments, easements, rights-of-way, rights, and privileges in and to the Land, including (a) easements over other lands granted by any easement agreement and (b) any streets, ways, alleys, vaults, gores or strips of land adjoining the Land.

“Building Equipment” has the meaning assigned to such term in Section 2.1(d).

“Closing Dates” means, collectively, the Initial Closing Date and the Additional Closing Date.

“Closings” means, collectively, the Initial Closing and the Additional Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Environmental Laws” has the meaning assigned to such term in the Lease.

“Environmental Violations” has the meaning assigned to such term in the Lease.

“Existing Environmental Conditions” has the meaning assigned to such term in the Lease.

“Guarantor” means LMI Aerospace, Inc., a Missouri corporation.

“Hazardous Substances” has the meaning assigned to such term in the Lease.

“Highway 94 Property” means the parcel of land located at 3030 No. Hwy. 94, St. Charles, Missouri, and more fully described on Exhibit B hereto, together with the Appurtenances thereto.

“Improvements” has the meaning assigned to such term in Section 2.1(c).

“Initial Closing” has the meaning assigned to such term in Section 2.4.

“Initial Closing Date” has the meaning assigned to such term in Section 2.4.

“Initial Property” means the Mueller Road Property.

“Land” means, with respect to a Property, the parcels of land comprising such Property more particularly identified in Exhibit A (in the case of an Initial Property) or Exhibit B (in the case of an Additional Property).

“Landlord” has the meaning assigned to such term in Section 6.1(d).

“Lease” means, with respect to any Property, the Lease Agreement between Purchaser, as landlord, and Leonard’s Metal or LMI Finishing, as the case may be, demising such Property entered into pursuant to Section 2.3.

“Lease Guaranty” has the meaning assigned to such term in Section 2.4.

“Loss” has the meaning assigned to such term in Section 8.2.

“Mueller Road Property” means the parcel of land located at 3600 Mueller Road, St. Charles, Missouri, and more fully described on Exhibit A hereto, together with the Appurtenances thereto.

“Properties” has the meaning assigned to such term in Section 2.1.

“Purchase Price” has the meaning assigned to such term in Section 2.2.

“Taking” has the meaning assigned to such term in Section 8.3.

“Tenant” has the meaning assigned to such term in Section 5.3(b).

“Trade Fixtures” means all machinery, apparatus, furniture, fixtures and equipment now or hereafter installed by Seller and used in connection with the conduct of Seller’s business on the Properties, other than fixtures and items of personal property that are integral to the ownership, maintenance and operation of the Improvements and which cannot be removed from the Properties without adversely affecting the value, or the general utility or use of such Properties.

“Title Company” means Lawyers Title Insurance Corporation.

“Title Policy” has the meaning assigned to such term in Section 5.1.

“Tulsa Property” means the parcel of land located at 2104 North 170th East Avenue, Tulsa, Oklahoma, and more fully described on Exhibit B hereto, together with the Appurtenances thereto.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Wichita Property” means the parcel of land located at 2629 Esthner Court, Wichita, Kansas, and more fully described on Exhibit A hereto, together with the Appurtenances thereto.

ARTICLE II

Agreement to Sell, Convey and Lease

2.1 Agreement to Purchase and Sell. Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and conditions hereinafter set forth, the following described property (each a “Property” and collectively, the “Properties”):

(a)on the Initial Closing Date, the Initial Property;

(b)on the Additional Closing Date, the Additional Properties;

(c)all buildings, structures and improvements now or hereafter constructed on the Land (collectively, the “Improvements”); and

(d)the fixtures, machinery, equipment and other property described in Exhibit C hereto (collectively, the “Building Equipment”).

2.2 Purchase Price. The purchase price for the Properties (the “Purchase Price”) shall be Ten Million Two Hundred Fifty Thousand and no/100 Dollars ($10,250,000.00), allocated among the Properties as set forth on Exhibit D hereto. On each Closing Date, the portion of the Purchase Price so allocated to the Properties to be conveyed on such date shall be due and payable to Seller by wire transfer of immediately available U.S. funds.

2.3 Leaseback. On the Initial Closing Date, Purchaser, as landlord, and Leonard’s Metal, as tenant, shall enter into a Lease of the Mueller Road Property substantially in the form attached hereto as Exhibit E. Such Lease shall not become effective as to either the Wichita Property or the Highway 94 Property until Purchaser has acquired such Additional Property on the Additional Closing Date. On the Additional Closing Date, Purchaser, as landlord, and LMI Finishing shall enter into a Lease of the Tulsa Property substantially in the form attached hereto as Exhibit E (with appropriate adjustments to reflect that only one Property is being demised thereby).

2.4 Lease Guaranty. On the Initial Closing Date, Guarantor shall guarantee the obligations of LMI Finishing and Leonard’s Metal under each Lease by executing a guaranty agreement substantially in the form attached hereto as Exhibit F (the “Lease Guaranty”).

2.5 Closing. Seller and Purchaser shall consummate the transactions contemplated by this Agreement with respect to the Initial Property (the “Initial Closing”) on December 29, 2006 (the “Initial Closing Date”), and shall consummate the transactions contemplated by this Agreement with respect to the Additional Properties (the “Additional Closing”) on January 31. 2007 or such earlier date as the parties may agree upon (the “Additional Closing Date”).

ARTICLE III

Representations and Warranties of Seller

3.1Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that:

(a)Seller is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing in each of the jurisdictions in which the Properties are located;

(b)Seller is authorized and empowered to enter into this Agreement and to perform all of its obligations hereunder;

(c)Upon the execution and delivery of this Agreement, this Agreement will be legally binding upon Seller and enforceable against Seller in accordance with its terms;

(d)The person signing this Agreement on behalf of Seller has been duly authorized to sign and deliver this Agreement on behalf of Seller;

(e)Seller has not committed any act or permitted any action to be taken which would adversely affect its ability to fulfill its material obligations under this Agreement;

(f)The execution and delivery of this Agreement, and the performance of Seller’s obligations under this Agreement, will not violate or breach, or conflict with, the terms, covenants or provisions of any agreement, contract, note, mortgage, indenture or other document of any kind whatsoever to which Seller is a party or to which any Property is subject;

(g)Seller is the sole owner of good and marketable fee simple title to each of the Properties;

(h)Except as identified on the environmental reports listed on Exhibit G attached hereto (the “Environmental Reports”), there are no Environmental Violations or Hazardous Substances on, in, under, about or from any of the Properties, or on or about any real property surrounding any of the Properties which might affect any Property;

(i)To Seller’s knowledge, (1) the existing use and condition of each of the Properties does not violate any zoning, environmental, building, health, fire or similar statute, ordinance, regulation or code, (2) each of the Properties is in compliance with all governmental permits and current zoning requirements, including, all parking requirements, and no Property is a non-conforming or special use property, and (3) each of the Properties includes all rights to any off-site facilities necessary to ensure compliance with zoning, building, health, fire, water use or similar statutes, laws, regulations and orders;

(j)Seller has received no notice (written or otherwise) from any governmental agency alleging a violation of any statute, ordinance, regulation or code with respect to any of the Properties, whether or not such violation has been cured;

(k)There are no pending nor, to Seller’s knowledge, threatened matters of litigation, administrative action or examination, government investigation, claim or demand relating to the Guarantor, any of the Properties, or Seller’s interest in any of the Properties;

(l)There is no pending nor, to Seller’s knowledge, contemplated or threatened eminent domain, condemnation or other governmental taking or proceeding relating to any Property;

(m)There are no public improvements in the nature of off-site improvements (or otherwise) which have been ordered to be made and/or which have not previously been assessed and there are no special or general assessments pending against or affecting any Property which are not disclosed on the public records;

(n)There are no unperformed obligations relative to any of the Properties outstanding to any governmental or quasi-governmental body or authority;

(o)Seller is not a party to, and no portion of any of the Properties is subject to, any contract or agreement of any kind whatsoever, written or oral, relating to any of the Properties other than this Agreement and the agreements listed on Schedule 3.1(o) hereto;

(p)All bills and invoices for labor and material of any kind relating to each Property have been paid in full and, to Seller’s knowledge, there are no liens or other claims outstanding or available to any party in connection with any of the Properties;

(q)Seller has not executed or entered into any other agreement to purchase, sell, option, lease or otherwise dispose of or alienate all or any portion of any of the Properties, other than this Agreement;

(r)All of the Improvements on the Land are in good working order, condition and repair and are not in need of any material repair or replacement;

(s)Seller’s board of directors has approved the execution and delivery of this Agreement;

(t)All copies of documents and other information furnished to Purchaser by Seller or on its behalf in connection with the transactions contemplated hereby are true, correct and complete copies of the originals. No such document or other information contains (as of the date of its delivery to Purchaser) any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that to the extent any such written information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection (including pro forma financial statements), Seller represents only that it acted in good faith and upon assumptions believed to be reasonable at the time, it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Seller, and that no assurance can be given that such projections will be realized;

(u)Seller is not in default of the performance or observance of any of the material obligations, covenants or conditions contained in any contractual obligation of Seller beyond any applicable notice or cure period;

(v)None of the transactions contemplated by this Agreement will require Seller to comply with any statute or regulation that conditions, restricts, prohibits or requires any notification or disclosure for the transfer, lease, sale or closure of any Property on which there is any environmental condition;

(w)Except as identified in the Environmental Reports, to Seller’s knowledge, none of the following is or was formerly present on any of the Properties: (i) any landfill; waste pile; underground storage tank or surface impoundment; (ii) any asbestos-containing materials; or (iii) any PCBs;

(x)No officer of Seller has been convicted of a crime (excluding misdemeanors and traffic violations);

(y)All utility services, including storm and sanitary sewer, water, electric power and telephone service are available to each of the Properties in form, properly sized and with capacity sufficient for the useful enjoyment and operation of such Property for its intended use and all assessments, impact fees, development fees, tap-on fees or recapture costs then due and payable in connection therewith have been paid, except the usual and customary charges involved in the ordinary course of business and specifically identified and approved by Purchaser;

(z)No broker, finder, agent or other intermediary has or will have any right or claim against Purchaser for any commission, finder’s fee or similar amount arising in connection with this Agreement;

(aa)None of the Properties is currently subject to any tax abatement proceeding. Any tax rollback or additional tax due or which may become due as the result of any of the Properties having been assessed with an agricultural, timber, open use or other special use designation within the preceding five (5) years shall be paid by Seller or Seller’s predecessor in title;

(bb)Seller is not a “foreign person” as defined in Section 1445 of the Code and the regulations promulgated thereunder; and

(cc)Seller (i) is not a person or entity with whom Purchaser is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Person s list) or under any statute, executive order, rule or regulation of or administered by OFAC or any other government entity (including, but not limited to the September 23, 2001 Executive Order Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or Support Terrorism, the USA Patriot Act, and the Currency and Foreign Transactions Reporting Act (commonly known as the Bank Secrecy Act) as any of the foregoing has heretofore been amended), or other governmental action, comparable laws, rules, regulations ordinances, orders, treaties, statutes or codes promulgated pursuant to any of the foregoing; (ii) is not knowingly engaged in any dealings or transactions, or otherwise be associated, with any persons or entities described in (i) above; and (iii) is not in breach in any material respect of any provision of the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder, if any, applicable to Seller.

Seller acknowledges and agrees that the foregoing representations and warranties constitute a material inducement to Purchaser to enter into this Agreement. Seller further acknowledges and agrees that the representations and warranties set forth above shall survive each Closing for a period of one (1) year after the Acquisition Date. Seller agrees to indemnify, defend (with counsel reasonably acceptable to Purchaser) and hold Purchaser harmless from and against all damages, costs, expenses, claims and liabilities paid or incurred by Purchaser (including, but not limited to, reasonable attorneys’ fees and costs) as a result of any representation or warranty set forth above not being true and correct.

ARTICLE IV

Representations and Warranties of Purchaser

4.1Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that:

(a)Purchaser is duly created, validly existing and in good standing pursuant to the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing in each of the jurisdictions in which the Properties are situated;

(b)Purchaser is authorized and empowered to enter into this Agreement and to perform all of its obligations hereunder;

(c)Upon the execution and delivery of this Agreement, this Agreement will be legally binding upon Purchaser and enforceable against Purchaser in accordance with its terms;

(d)The person signing this Agreement on behalf of Purchaser has been duly authorized to sign and deliver this Agreement on behalf of Purchaser;

(e)Purchaser has not committed any act or permitted any action to be taken which would adversely affect its ability to fulfill its material obligations under this Agreement;

(f)Purchaser is not a “foreign person” as defined in Section 1445 of the Code and the regulations promulgated thereunder; and

(g)Purchaser (i) is not a person or entity with whom Seller is restricted from doing business with under regulations of OFAC (including, but not limited to, those named on OFAC’s Specially Designated and Blocked Person s list) or under any statute, executive order, rule or regulation of or administered by OFAC or any other government entity (including, but not limited to the September 23, 2001 Executive Order Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or Support Terrorism, the USA Patriot Act, and the Currency and Foreign Transactions Reporting Act (commonly known as the Bank Secrecy Act) as any of the foregoing has heretofore been amended), or other governmental action, comparable laws, rules, regulations ordinances, orders, treaties, statutes or codes promulgated pursuant to any of the foregoing; (ii) is not knowingly engaged in any dealings or transactions, or otherwise be associated, with any persons or entities described in (i) above; and (iii) is not in breach in any material respect of any provision of the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder, if any, applicable to Seller; and

ARTICLE V

Conditions Precedent to Purchaser’s Obligations

     The obligations of Purchaser hereunder are subject to the satisfaction of each of the following conditions:

5.1Conditions Precedent to Initial Closing. In addition to the conditions set forth in Section 5.3, each of the following conditions shall be satisfied on or prior to the Initial Closing:

(a)Seller shall have executed and delivered a special warranty deed (in a form mutually approved by Purchaser and Seller) with respect to the Initial Property conveying fee simple title to the Initial Property to Purchaser free and clear of all exceptions, liens, or encumbrances whatsoever, excepting any permitted exceptions approved by Purchaser listed as exceptions to title in the applicable Title Policy, together with a bill of sale for the Building Equipment at the Initial Property pursuant to which Seller shall convey to Purchaser the Building Equipment located at the Initial Property free and clear of all exceptions, liens or encumbrances whatsoever. In connection therewith, Seller shall obtain at its expense whatever releases from existing lenders are required (including releases and/or partial terminations of UCC-1 financing statements) in order to effect the foregoing;

(b)Leonard’s Metal, Inc. shall have executed and delivered the Lease of the Mueller Road Property, the Wichita Property and the Highway 94 Property;

(c)Guarantor shall have executed and delivered the Lease Guaranty;

(d)The Title Company shall have issued to Purchaser:

(i)an ALTA owner’s policy of title insurance (a “Title Policy”) for the Initial Property, in the amount of the Purchase Price allocated to the Initial Property on Exhibit D, in such form as is customarily issued by the Title Company in the state in which the Initial Property is located and with such endorsements as Purchaser may reasonably require, including, but not limited to, a commitment to issue a “tie-in” endorsement with each of the other Title Policies to be issued on the Additional Closing Date such that the aggregate liability for any loss under all of such Title Policies, individually or in the aggregate, shall not exceed the Purchase Price;

(ii)a commitment to issue a Title Policy for each Additional Property upon the Additional Closing complying with the requirements of Section 5.2(b), together with, if requested by Purchaser, an acknowledgment of pre-payment of the premiums therefor;

(e)Purchaser shall have received for the Initial Property an as-built survey prepared and certified to Purchaser as of the date within forty-five (45) days prior to the Initial Closing Date by a professional land surveyor, and conforming to the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, and containing the certifications listed in items 2, 3, 4, 6, 7 (other than clauses (b)(2) and (b)(3)), 8, 9, 10, 11(a), 14, 16, 17 and 18 of Table A thereto;

(f)Purchaser shall have received a Phase I environmental assessment report for the Initial Property and, if necessary in Purchaser’s reasonable judgment, a Phase II environmental assessment report, issued by an environmental consultant selected by and acceptable to Purchaser, showing no release or threatened release of any hazardous substances on, in, under, from or about any of the Initial Property or on, in, under, from or about any real property surrounding any of the Initial Property which might adversely affect the Initial Property or expose Purchaser to liability after the Initial Closing Date for (A) response costs and for costs of removal and remedial actions incurred by the United States Government, any state or local governmental unit or any other person, or damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Environmental Laws, (B) costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Environmental Laws, and (C) personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for carrying on of a dangerous activity, and showing no other condition on, in, under, from, about or affecting any of the Initial Property that is unsatisfactory to Purchaser;

(g)Purchaser shall have received a property inspection report for the Initial Property, issued by an engineering firm selected by and acceptable to Purchaser, showing no structural defects or other conditions affecting the Initial Property unsatisfactory to Purchaser;

(h)Purchaser shall have received copies of all warranties, occupational licenses, licenses, permits, authorizations and approvals required by law and issued by all governmental authorities having jurisdiction over the Initial Property, together with an assignment of all such warranties, occupational licenses, licenses, permits, authorizations and approvals where permitted by law together with copies of all certificates issued by any local board of fire underwriters (or other body exercising similar functions) and the copies of each bill for current real estate and personal property taxes; and

(i)Seller shall have executed and delivered such other documents or instruments as may be required under this Agreement, by the Title Company or as otherwise required in Purchaser’s reasonable opinion, to effectuate the Initial Closing.

5.2Conditions Precedent to Additional Closing. In addition to the conditions set forth in Section 5.3, each of the following conditions shall be satisfied on or prior to the Additional Closing:

(a)Seller shall have executed and delivered a special warranty deed (in a form mutually approved by Purchaser and Seller) with respect to each Additional Property conveying fee simple title to each Additional Property to Purchaser free and clear of all exceptions, liens, or encumbrances whatsoever, excepting any permitted exceptions approved by Purchaser listed as exceptions to title in the applicable Title Policy, together with a bill of sale for the Building Equipment located at such Additional Property pursuant to which Seller shall convey to Purchaser the Building Equipment located at such Additional Property free and clear of all exceptions, liens or encumbrances whatsoever. In connection therewith, Seller shall obtain at its expense whatever releases from existing lenders are required (including releases and/or partial terminations of UCC-1 financing statements) in order to effect the foregoing;

(b)LMI Finishing shall have executed and delivered the Lease of the Tulsa Property;

(c)The Title Company shall have issued to Purchaser a Title Policy for each Additional Property in the amount of the Purchase Price allocated to such Additional Property on Exhibit D, in such form as is customarily issued by the Title Company in the state in which each Additional Property is located and with such endorsements as Purchaser may reasonably require, including, but not limited to, a “tie-in” endorsement with each of the other Title Policies issued on the Initial Closing Date and to be issued the Additional Closing Date such that the aggregate liability for any loss under all of such Title Policies, individually or in the aggregate, shall not exceed the Purchase Price;

(d)Purchaser shall have received for each of the Additional Properties an as-built survey prepared and certified to Purchaser as of the date within forty-five (45) days prior to the Addtional Closing Date by a professional land surveyor, and conforming to the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, and containing the certifications listed in items 2, 3, 4, 6, 7 (other than clauses (b)(2) and (b)(3)), 8, 9, 10, 11(a), 14, 16, 17 and 18 of Table A thereto;

(e)Purchaser shall have received Phase I environmental assessment reports for each of the Additional Properties and, if necessary in Purchaser’s reasonable judgment, Phase II environmental assessment reports, issued by environmental consultants selected by and acceptable to Purchaser, showing no release or threatened release of any hazardous substances on, in, under, from or about any of the Additional Properties or on, in, under, from or about any real property surrounding any of the Additional Properties which might adversely affect any Property or expose Purchaser to liability after the Additional Closing Date for (A) response costs and for costs of removal and remedial actions incurred by the United States Government, any state or local governmental unit or any other person, or damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Environmental Laws, (B) costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Environmental Laws, and (C) personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for carrying on of a dangerous activity, and showing no other condition on, in, under, from, about or affecting any of the Additional Properties that is unsatisfactory to Purchaser;

(f)Purchaser shall have received property inspection reports for each Additional Property, issued by an engineering firm selected by and acceptable to Purchaser, showing no structural defects or other conditions affecting any of the Additional Properties unsatisfactory to Purchaser; and

(g)Purchaser shall have received copies of all warranties, occupational licenses, licenses, permits, authorizations and approvals required by law and issued by all governmental authorities having jurisdiction over each of the Additional Properties, together with an assignment of all such warranties, occupational licenses, licenses, permits, authorizations and approvals where permitted by law together with copies of all certificates issued by any local board of fire underwriters (or other body exercising similar functions) and the copies of each bill for current real estate and personal property taxes.

5.3Conditions Precedent to Both Closings. Each of the following conditions shall be satisfied on or prior to each Closing:

(a)all representations and warranties of Seller in this Agreement shall be true and correct on and as of the date of Closing as fully as if made on such date, and Seller shall have complied with all of Seller’s obligations under this Agreement required to be performed prior to the date of Closing and shall not be in default hereunder as of such date;

(b)Purchaser shall have received a written opinion from counsel for the tenant under the Lease (the “Tenant”) stating that: (i) the Lease has been duly authorized, executed and delivered by the Tenant; (ii) the execution and performance of the Lease by the Tenant will not conflict with or result in a breach under any of the Tenant’s organizational documents or any agreements to which it is a party or by which it is bound; (iii) the Lease is the legal, valid and binding obligation of the Tenant, enforceable in accordance with its terms, subject to customary enforceability exceptions; and (iv) covering such other matters relating to this Agreement and the Lease as Purchaser may reasonably request;

(c)No order of court shall be in effect which restrains or prohibits the occupancy of the Improvements on any Property;

(d)None of the Properties shall be the subject of any eminent domain or condemnation proceedings, actual or threatened;

(e)No order of any court or administrative agency shall be in effect which restrains or prohibits the occupancy of the Improvements at any of the Properties. No suit, action or proceeding shall exist in which it will be, or it is, sought to restrain or prohibit the use or occupancy of the Improvements at any of the Properties;

(f)Purchaser shall have received copies of all temporary or permanent certificates of approval or occupancy for the Improvements at each of the Properties issued by the relevant governmental authorities and all other certifications, permits, and licenses issued by the relevant governmental authorities and all other approvals as are necessary to occupy and use such Properties for their intended use;

(g)Purchaser shall have received a schedule of all construction warranties relating to each of the Properties, along with copies of all such warranties;

(h)Purchaser shall be satisfied in its sole judgment with the results of its continuing investigations of Existing Environmental Conditions at the Properties, and shall have received evidence reasonably satisfactory to it that Seller has conducted and will conduct such remediation or response actions as may be necessary to comply with applicable Environmental Laws relating thereto or that Purchaser in its reasonable judgment may deem necessary to not subject Purchaser to any material claims, damages, penalties, fines, costs, liabilities or losses by reason of the presence of Release (as defined in the Lease) of any Hazardous Substances in, on, about or from any part of the Properties;

(i)Purchaser shall not have received any evidence that there have been violations of Environmental Laws which were not disclosed to Purchaser regardless of when such violations occurred;

(j)Purchaser shall have received true and correct copies of all current property tax bills and assessment notices pertaining to each of the Properties;

(k)Seller shall have obtained, at its sole cost and expense, any inspection report or local approval required to be obtained pursuant to local law as a condition to transfer of the Properties;

(l)Purchaser shall have received evidence of the insurance required to be maintained by Tenant under the applicable Lease, naming Purchaser as additional insured;

(m)Seller shall have executed and delivered a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; and

(n)Seller shall have executed and delivered such other documents or instruments as may be required under this Agreement, by the Title Company or as otherwise required in Purchaser’s reasonable opinion, to effectuate the Closing.

ARTICLE VI

Conditions Precedent to Seller’s Obligations

The obligations of Seller hereunder are subject to the satisfaction of each of the following conditions:

6.1Conditions Precedent to Initial Closing. Each of the following conditions shall be satisfied on or prior to the Initial Closing:

(a)Purchaser shall have executed and delivered a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein;

(b)Purchaser shall have paid the portion of the Purchase Price allocated to the Initial Property in accordance with Exhibit D to the Title Company for disbursement pursuant to the fully executed closing statement;

(c)Landlord shall have executed and delivered the Lease;

(d)Seller shall have received a written opinion from counsel for the landlord under the Lease (the “Landlord”) stating that: (i) the Lease has been duly authorized, executed and delivered by the Landlord; (ii) the execution and performance of the Lease by the Landlord will not conflict with or result in a breach under any of the Landlord’s organizational documents or any agreements to which it is a party or by which it is bound; (iii) the Lease is the legal, valid and binding obligation of the Landlord, enforceable in accordance with its terms, subject to customary enforceability exceptions; and (iv) covering such other matters relating to this Agreement and the Lease as Seller may reasonably request; and

(e)Purchaser shall have executed and delivered such other documents or instruments as may be required under this Agreement, or by the Title Company to effectuate the Initial Closing.

6.2Conditions Precedent to Additional Closing. Each of the following conditions shall be satisfied on or prior to the Additional Closing:

(a)Purchaser shall have paid the balance of the Purchase Price to the Title Company (i.e., the portion allocated to the Additional Properties) for disbursement pursuant to the fully executed closing statement; and

(b)Purchaser shall have executed and delivered such other documents or instruments as may be required under this Agreement, or by the Title Company to effectuate the Additional Closing.

ARTICLE VII

Covenants

7.1Seller Covenants. From the Effective Date to the applicable Closing Date, Seller shall do the following:

(a)Seller shall continue to operate, manage and maintain each of the Properties in the manner in which they are currently operated, managed and maintained, reasonable wear and tear and, subject to Article IX, casualties and condemnation excepted. Seller shall maintain all existing insurance policies in connection with the Properties and shall keep in effect and renew without modification all licenses, permits and entitlements applicable to the Properties. Seller shall not make any material modifications or alterations to the Properties or modify or remove any Improvements or Building Equipment without the prior written approval of Purchaser, which approval may be given or withheld in Purchaser’s sole and absolute discretion.

(b)Seller shall not encumber, or execute and documents or take any action that would have the result of encumbering, any of the Properties. For the avoidance of doubt, Seller shall not enter into any lease of any Property or any portion thereof, other than the Lease, without the prior written approval of the Purchaser, which approval may be given or withheld in Purchaser’s sole and absolute discretion.

(c)Seller shall give prompt written notice to Purchaser of any notice of violation issued by any governmental authority relating to any Property received by Seller, or of the occurrence of any event known to Seller which could reasonably be expected to have a material adverse effect on the Properties or the ability of Seller to perform its obligations under this Agreement or the Lease.

ARTICLE VIII

Risk of Loss

8.1Parties’ Obligations. If a casualty to any Property occurs, or if a Property or any part thereof is taken by eminent domain, prior to the Acquisition Date, the parties’ obligations under this Agreement shall nevertheless continue in accordance with this Agreement, unless this Agreement is terminated in accordance with this Article.

8.2Casualty. If any fire, windstorm, flood or other casualty damages or destroys any Property or portion thereof on or after the Effective Date and prior to the Acquisition Date (a “Loss”) and the damage resulting from such Loss is material, then Purchaser may terminate this Agreement with respect to such Property by delivery of a termination notice to Seller at any time on or prior to the Acquisition Date. Damage arising from a Loss shall be deemed “material” if the cost to restore the affected Property to at least as good condition as existed immediately prior to the Loss exceeds $250,000; provided that if the applicable building codes or other laws or regulations require work exceeding the repair or replacement of the actual damage, the cost to restore shall be deemed to include all of the additional work so required. If this Agreement is not terminated with respect to a Property, then on the applicable Closing Date, Seller shall assign to Purchaser all proceeds of insurance and pay to Purchaser the amount of any applicable deductible or other self-insured amount with respect to such Loss.

8.3Condemnation. If any Property or part thereof is appropriated for public use by reason of the exercise of the power of eminent domain on or after the Effective Date and prior to the Acquisition Date (a “Taking”), Purchaser may elect to (i) terminate this Agreement with respect to the affected Property, or (ii) take title to the Property (or Seller’s rights in respect of any award) subject to such proceeding, in which event on the applicable Closing Date Seller shall assign to Purchaser all of its right, title and interest in the proceeds of any award of damages in such proceeding.

ARTICLE IX

Transaction Costs

9.1Closing Costs. At the Closings, Seller shall pay (or reimburse Purchaser, as applicable) (a) the cost of preparation of the deeds with respect to the Properties, (b) all real estate transfer taxes and fees, documentary stamp taxes, sales taxes, if any, and intangible taxes and any other special tax or assessment imposed on transactions such as the transaction contemplated by this Agreement in the states in which the Properties are located, and (c) the cost of paying for any transfer of any permit required by applicable law, or the cost of any required inspection required by applicable law, or the cost of purchaser having to obtain any building or occupancy permit as may be required by applicable law. Purchaser shall pay for (i) the cost of any Phase I environmental studies or reports, the cost of any Phase II environmental studies and reports, or engineering or property condition reports relating to the Properties, including any updates thereof required by Purchaser, (ii) the cost of any appraisals relating to the Properties, (iii) the cost of any surveys and all updates or changes thereto required by Purchaser, (iv) the cost of any zoning reports required by Purchaser, and (v) the cost of all other third party reports or investigations with respect to the Properties required by Purchaser. Seller and Purchaser shall each pay half of (i) all premiums and fees related to the purchaser's title commitment and Title Policy for each of the Properties (excluding the cost of any title policy to be issued to Purchaser’s lender, if any), including costs for all endorsements to Purchaser's owner's title insurance policies, and any escrow charges, and (ii) all fees and expenses of Lewis, Rice & Fingersh, L.C., special Missouri and Kansas counsel to Purchaser, and Fellers Snider Blankenship Bailey & Tippens, P.C., special Oklahoma counsel to Purchaser.

9.2Other Costs. Seller and Purchaser shall each pay their own attorneys’ fees and costs. All other costs and expenses shall be paid by the parties in accordance with local custom.

ARTICLE X

Defaults and Remedies

10.1Default by Seller. In the event that Seller should fail to consummate the transactions contemplated by this Agreement for any reason, excepting Purchaser’s default or the failure of any of the Purchaser’s obligations or Seller’s conditions at Closing under Section 6 above to be satisfied or waived, Purchaser may (A) seek any one or more remedies available under law or in equity (including, but not limited to, the right to seek specific performance of this Agreement), (B) proceed to consummate this transaction, or (C) terminate this Agreement by giving prompt written notice thereof to Seller. In addition, if Purchaser terminates this Agreement under this Section 10.1, Seller shall immediately pay to Purchaser all costs and expenses incurred by Purchaser in connection with Purchaser’s investigation of the Properties, all costs to return and convey any Property from Purchaser to Seller, and all other costs incurred by Purchaser in connection with this Agreement. In the event that Purchaser elects to terminate this Agreement and seek a claim for damages, neither Seller nor Purchaser shall have any further obligations under this Agreement except for those expressly intended to survive the termination of this Agreement.

10.2Default by Purchaser. In the event that Purchaser should fail to consummate the transaction contemplated herein for any reason, except default by Seller or the failure of any of Seller’s obligations or Purchaser’s conditions at Closing under Section 5 above to be satisfied or waived by Purchaser, Seller may (A) seek any one or more remedies available under law or in equity (including, but not limited to, the right to seek specific performance of this Agreement), (B) proceed to consummate this transaction, or (C) terminate this Agreement by giving prompt written notice thereof to Purchaser. In addition, if Seller terminates this Agreement under this Section 10.2, Purchaser shall immediately pay to Seller all costs and expenses incurred by Seller in connection with this Agreement, including all costs to return and convey any Property from Purchaser to Seller, and all other costs incurred by Seller in connection with this Agreement. In the event that Seller elects to terminate this Agreement, neither Seller nor Purchaser shall have any further obligations under this Agreement except for those expressly intended to survive the termination of this Agreement.

10.3Limitation of Liability. Notwithstanding anything to the contrary herein, neither party shall be liable to the other party hereunder for consequential, incidental, punitive, exemplary or indirect damages.

ARTICLE XI

Indemnification

11.1Indemnification by Seller. From and after the Effective Date, Seller agrees to defend, indemnify and hold harmless Purchaser, its successors, assigns, and its officers, directors, agents, shareholders, partners, employees, consultants, representatives and attorneys from all losses, claims and liabilities arising out of, relating to, resulting from or in connection with any misrepresentation or breach of any material warranty or representation made by Seller in this Agreement or any breach of any material covenant or agreement made by Seller in this Agreement.

11.2Indemnification by Purchaser. From and after the Effective Date, Purchaser agrees to defend, indemnify and hold harmless Seller, its successors, assigns, and its officers, directors, agents, shareholders, partners, employees, consultants, representatives and attorneys from all losses, claims and liabilities arising out of, relating to, resulting from or in connection with any misrepresentation or breach of any material warranty or representation made by Purchaser in this Agreement or any breach of any material covenant or agreement made by Purchaser in this Agreement.

11.3Limitation of Liability. Seller’s total liability to Purchaser, and Purchaser’s total liability to Seller on all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability, indemnity, or otherwise, arising out of the performance or breach of the Agreement shall not exceed the Purchase Price.

11.4Survival. The provisions of this Article XI shall survive the Acquisition Date for a period of one (1) year.

ARTICLE XII

Miscellaneous

12.1Tax Proration. In connection with each Property to be conveyed on a Closing Date, Seller shall pay in full all general real estate taxes and special assessments applicable to such Property, to the extent payable on or before such Closing, (a) for the years prior to the current calendar year and (b) for the current calendar year only if then due and payable. Seller shall not receive any credit for prepaid taxes or assessments.

12.2Further Assurances. Seller and Purchaser agree to perform such other acts, and to execute, acknowledge, and/or deliver subsequent to the Closings such other instruments, documents and other materials as Seller or Purchaser may reasonably request in order to effectuate the consummation of the transactions contemplated herein and to vest title to each Property in Purchaser.

12.3Attorneys’ Fees. Should either Seller or Purchaser employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interest in any matter arising under this Agreement or to recover damages for the breach of this Agreement, the losing party agrees to pay the prevailing party all reasonable costs, charges, and expenses, including reasonable attorney’s fees, expended or incurred by it in connection therewith.

12.4Brokerage Commissions. Each party represents to the other that no broker has been involved in this transaction. Seller and Purchaser agree that if any claim for brokerage commissions are ever made against Seller or Purchaser in connection with this transaction, all claims shall be handled and paid by the party whose actions or alleged commitments form the basis of such claim. Seller agrees to indemnify, defend (with counsel reasonably acceptable to Purchaser) and hold Purchaser harmless from any loss, liability, damage, cost, or expense (including, without limitation, reasonable attorney’s fees) paid or incurred by Purchaser by reason of any claim to any broker’s, finder’s, or other fee in connection with this transaction by any party claiming by, through, or under Seller. Except as provided in the foregoing sentence, Purchaser agrees to indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller harmless from any loss, liability, damage, cost or expense (including, without limitation, reasonable attorney’s fees) paid or incurred by Seller by reason of any claim to any broker’s, finder’s, or other fee in connection with this transaction by any party claiming by, through, or under Purchaser, which obligation of each party shall survive the Closings.

12.5Assignability. Neither Purchaser nor Seller may assign its respective obligations hereunder without the written consent of the other; provided, however, that Purchaser may, without such consent, assign this Agreement to any of its affiliates or subsidiaries.

12.6Notices. Any notice to be given or to be served upon either party hereto in connection with this Agreement must be in writing and shall be given by certified or registered mail (return receipt requested), by overnight express delivery or facsimile (followed by hard copy by either of the two preceding methods of delivery) and shall be deemed to have been given upon receipt. Such notice shall be given the parties hereto at the following addresses:

If to Seller:                                            LMI Finishing, Inc.

c/o LMI Aerospace, Inc.

P.O. Box 900

St. Charles, Missouri 63302-0900

Attn: Lawrence E. Dickinson, Chief Financial Officer

Telephone:(636) 916-2150

Facsimile:(636) 916-2198

andLeonard’s Metal, Inc.

c/o LMI Aerospace, Inc.

P.O. Box 900

St. Charles, Missouri 63302-0900

Attn: Lawrence E. Dickinson, Chief Financial Officer

Telephone:(636) 916-2150

Facsimile:(636) 916-2198

with a copy to:                     John Walsh, Esquire

Gallop, Johnson & Neuman

101 North Hanley, Suite 1700

St. Louis, MO 63105

Telephone:(314) 615-6000

Facsimile:(314) 615-6001

If to Purchaser:                                    CIT CRE LLC

c/o CIT Capital USA Inc.

505 Fifth Avenue

New York, NY 10017

Attn: Stephen D. Millas, Vice President & Chief Counsel

with copies to                     CIT Lending Services Corporation

505 Fifth Avenue

New York, NY 10017

Attn: Bruce Quinn, Vice President

Telephone:(212) 771-9549

Facsimile:(212) 771-9554

and:                                        Reed Smith LLP

435 Sixth Avenue

Pittsburgh, Pennsylvania 15219

Attn: W. Franklin Reed, Esquire

Telephone:(412) 288-3312

Facsimile:(412) 288-3063

Either party hereto may at any time, by giving five (5) days written notice to the other, designate any other address in substitution of any of the foregoing addresses to which such notice shall be given and other parties to whom copies of all notices hereunder shall be sent.

12.7Equipment Financing. Notwithstanding anything contained herein to the contrary, Seller shall not be required to terminate or provide releases with respect to any financing of Seller’s personal property, Trade Fixtures, free-standing equipment and other machinery and equipment located on any Property which are not being conveyed to Purchaser hereunder and which are not deemed to constitute real property fixtures.

12.8Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

12.9Entire Agreement. This Agreement represents the entire agreement between Seller and Purchaser with respect to the subject matter hereof, and all prior agreements between Seller and Purchaser with respect to such subject matter shall have no further force or effect, including, without limitation, the Letter of Intent dated December 1, 2006.

12.10Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Missouri.

12.11Modification. This Agreement may only be modified or otherwise amended by a written instrument executed by duly authorized representatives of Seller and Purchaser.

12.12Time of Essence. Time is of the essence of this Agreement.

12.13Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. Facsimile signature pages shall be deemed original signature pages.

12.14Exclusivity. Seller shall not submit any of the Properties to any other party or entity for consideration as a purchase or equity investment unless this Agreement is terminated as provided herein.

12.15Confidentiality. Purchaser and Seller at all times prior to the Acquisition Date shall keep the transactions contemplated hereby and all documents received from each other confidential, except to the extent necessary to (a) comply with applicable laws and regulations, (b) discuss the same with such party’s principals, consultants, attorneys, financial sources and advisors, and (c) carry out the obligations set forth herein. Any disclosure pursuant to clause (b) of the preceding sentence shall indicate that the information is confidential and should be so treated by the recipient.

12.16Effectiveness of Agreement. This Agreement shall not be effective or binding on any party until fully executed by all parties hereto, but shall be interpreted as an offer under control of the offeror prior to such acceptance.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement effective as of the Effective Date.

SELLER:   LMI FINISHING, INC., an Oklahoma corporation   By           Name: Title:     LEONARD’S METAL, INC., a Missouri corporation   By Name: Title:     PURCHASER:   CIT CRE LLC, a Delaware limited liability company   By           Name: Title:

[Signature Page to Purchase Agreement]

EXHIBIT A

INITIAL PROPERTY

Property	Area	Seller
3600 Mueller Road, St. Charles, Missouri	60,433 sq. ft.	Leonard’s Metal, Inc.

[insert legal descriptions]

EXHIBIT B

ADDITIONAL PROPERTIES

Property	Area	Seller
2629 Esthner Court, Wichita, Kansas	30,092 sq. ft.	Leonard’s Metal, Inc.
3030 No. Hwy. 94, St. Charles, Missouri	89,438 sq. ft.	Leonard’s Metal, Inc.
2104 North 170th East Avenue, Tulsa, Oklahoma	73,600 sq. ft.	LMI Finishing, Inc.

[insert legal descriptions]

EXHIBIT C

BUILDING EQUIPMENT

All fixtures, machinery, apparatus, equipment, fittings and appliances of every kind and nature whatsoever now or hereafter affixed or attached to or installed in any of the Leased Property (except as hereafter provided), including all electrical, anti-pollution, heating, lighting (including hanging fluorescent lighting), incinerating, power, air cooling, air conditioning, humidification, sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and ventilating systems, devices and machinery and all engines, pipes, pumps, tanks (including exchange tanks and fuel storage tanks), motors, conduits, ducts, steam circulation coils, blowers, steam lines, compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities, stairwells, fencing (including cyclone fencing), passenger elevators, together with all additions thereto, substitutions therefor and replacements thereof required or permitted by this Lease, but excluding the Trade Fixtures.

EXHIBIT D

ALLOCATION OF PURCHASE PRICE

1.	3600 Mueller Road, St. Charles, Missouri	$ 4,330,000
2.	2629 Esthner Court, Wichita, Kansas	$ 1,370,000
3.	3030 No. Hwy, 94, St. Charles, Missouri	$ 2,800,000
4.	2104 North 170th East Avenue, Tulsa, Oklahoma	$ 1,750,000
	Total	$10,250,000

EXHIBIT E

FORM OF LEASE

[See attached]

EXHIBIT E

LEASE AGREEMENT

by and between

CIT CRE LLC,

a Delaware limited liability company,

as Landlord

and

[_____________________],

a [_____________] corporation,

as Tenant

Dated as of: __________, 20__

TABLE OF CONTENTS

Section	Page
Parties	1
1.	CERTAIN DEFINITIONS	1
2.	DEMISE OF LEASED PREMISES	9
3.                              TITLE, CONDITION AND POSSESSION		9
4.	USE OF LEASED PREMISES; QUIET ENJOYMENT	10
5.	TERM	11
6.	MINIMUM RENT; INTERIM RENT	11
7.                             ADDITIONAL RENT		12
8.	NET LEASE; NON-TERMINABILITY.	13
9.	PAYMENT OF IMPOSITIONS.	14
10.	COMPLIANCE WITH LAWS AND AGREEMENTS; ENVIRONMENTAL MATTERS	14
11.	LIENS; RECORDING	18
12.	MAINTENANCE AND REPAIR	19
13.	ALTERATIONS, IMPROVEMENTS AND EXPANSIONS	20
14.	PERMITTED CONTESTS	21
15.	INDEMNIFICATION	22
16.	INSURANCE	23
17.	CASUALTY AND CONDEMNATION: CLAIMS	26
18.	CASUALTY AND CONDEMNATION: RESTORATION	28
19.	RESTORATION PROCEDURES	28
21.	ASSIGNMENT AND SUBLETTING; PROHIBITION AGAINST LEASEHOLD FINANCING	29
21.	SALES BY LANDLORD; RIGHT OF FIRST REFUSAL	30
22.	EVENTS OF DEFAULT	31
23.	REMEDIES AND DAMAGES UPON DEFAULT	33
24.	NOTICES	37
25.	ESTOPPEL CERTIFICATE	37
26.	SURRENDER	37
27.	NO MERGER OF TITLE	38
28.	BOOKS AND RECORDS	38
30.	NON-RECOURSE AS TO LANDLORD	39
31.	FINANCING	39
32.	SUBORDINATION	40
34.	TAX TREATMENT; REPORTING	40
35.	MISCELLANEOUST	40

EXHIBITS:

Exhibit A - Initial Premises

Exhibit B - Additional Premises

Exhibit C - Building Equipment

Exhibit D - Minimum Rent Allocation Schedule

Exhibit E - Certification Related to the USA Patriot Act

Exhibit F - Determination of Fair Market Rental Value of the Leased Premises

Exhibit G - Environmental Reports

Exhibit H - Form of Certification

LEASE AGREEMENT

LEASE AGREEMENT, made as of this ___ day of __________, 20__, between CIT CRE LLC, a Delaware limited liability company, or nominee, with an address c/o CIT Lending Services Corporation, 1 CIT Drive, Livingston, NJ 07039 (“Landlord”), and [__________________________], a [__________] corporation, with an address at __________________________________________ (“Tenant”).

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

1.Certain Definitions. As used herein, the following terms shall have the following meaning:

“Acquisition Date” means the date on which Landlord has acquired all properties and assets and interests in property comprising the Initial Premises and the Additional Premises.

“Additional Premises” has the meaning assigned to such term in Section 2.

“Additional Rent” has the meaning assigned to such term in Section 7.

“Adjustment Date” has the meaning assigned to such term in Section 6.

“Affiliate” of any Person means any Person (presently existing or hereafter created or acquired) controlling, controlled by or under common control with the specified Person, and “control” of a Person (including, with correlative meaning, the terms “controlled by” and “under common control with”) means the power to direct or cause the direction of the management, policies or affairs of the controlled Person, whether through ownership of securities or partnership or other ownership interests, directly or indirectly, by contract or otherwise.

“Alterations” means all changes, additions, improvements or repairs to, all alterations, reconstructions, renewals, replacements or removals of and all substitutions or replacements for any of the Improvements or Building Equipment, both interior and exterior, structural and non-structural, and ordinary and extraordinary.

“Appurtenances” means all tenements, hereditaments, easements, rights-of-way, rights, privileges in and to the Land, including (a) easements over other lands granted by any Easement Agreement and (b) any streets, ways, alleys, vaults, gores or strips of land adjoining the Land.

“Assignment” means any assignment of rents and leases from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b) secures Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified from time to time.

“Building Equipment” has the meaning assigned to such term in Section 2.

“Capital Growth Rate” means, at any given time, the yield to maturity of the “on the run” ten (10) year United States Treasury security plus four hundred (400) basis points.

“Casualty” means any injury to or death of any person or any loss of or damage to any property (including the Leased Premises) included within or related to the Leased Premises.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commencement Date” means the date hereof.

“Condemnation” means a Taking or a Requisition.

“Condemnation Notice” means notice or knowledge of the institution of or intention to institute any proceeding for Condemnation.

“Corporate Control Criteria” means, if deemed satisfied by any Transferee, that such Transferee has a Credit Rating of both “BB-” or higher from S&P and “B2” or higher from Moody’s, in each case for the twenty-four (24) consecutive calendar month period prior to a Permitted Transfer and as of the date of the Permitted Transfer.

“Corporate Control Event” means any of the following: (i) a merger or consolidation of Tenant or Guarantor with or into another Person; (ii) the sale of all or substantially all of the assets of Tenant or Guarantor to any Person; (iii) the acquisition by any one Person (including Affiliates of such Person) of fifty percent (50%) or more of the common stock, voting securities or economic benefits and burdens (including distributions) of Tenant or Guarantor within any twelve (12) month period; or (iv) a change in 50% or more of the Board of Directors of Tenant or Guarantor in any twelve (12) month period.

“Costs” of a Person or associated with a specified transaction means all costs and expenses incurred by such Person or associated with such transaction, including reasonable attorneys’ fees and expenses, expert fees and expenses, court costs, brokerage fees, escrow fees, title insurance premiums, mortgage commitment fees, mortgage points and recording fees and transfer taxes, as the circumstances require. For all purposes of this Lease, “attorneys’ fees and expenses” and similar statements include those incurred out of court, at trial, on appeal or in any bankruptcy proceeding.

“Default Rate” has the meaning assigned to such term in Section 7(a)(iii).

“Easement Agreement” or “Easement Agreements” means any conditions, covenants, restrictions, easements, declarations, licenses and other agreements listed as Permitted Encumbrances or as may hereafter affect or benefit the Leased Premises.

“Environmental Law” or “Environmental Laws” means (i) whenever enacted or promulgated, any applicable federal, state, foreign or local law, statute, ordinance, rule, regulation, license, permit, authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or agreement with any governmental entity, (x) relating to pollution (or the cleanup thereof), or the protection of any Environmental Media, air, water vapor, surface water, groundwater, drinking water supply, land (including land surface or subsurface), plant, aquatic and animal life from injury caused by a Hazardous Substance or (y) concerning exposure to, or the use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, handling, labeling, production, disposal or remediation of Hazardous Substances, Hazardous Conditions, Hazardous Activities or Environmental Violations, in each case as amended and as now or hereafter in effect, and (ii) any common law or equitable doctrine (including injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations or injuries or damages due to or threatened as a result of the presence of, exposure to, or ingestion of, any Hazardous Substance. The term Environmental Law includes the federal Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), the Superfund Amendments and Reauthorization Act, the federal Water Pollution Control Act, the federal Clean Air Act, the federal Clean Water Act, the federal Resources Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control Act, the federal Insecticide, Fungicide and Rodenticide Act, the federal Occupational Safety and Health Act of 1970, the federal National Environmental Policy Act and the federal Hazardous Materials Transportation Act, each as amended and as now or hereafter in effect and any similar state or local Law.

“Environmental Media” means soil, fill material, or other geologic materials at all depths, groundwater at all depths, surface water including storm water and sewerage, indoor and outdoor air, and all living organisms, including all animals and plants, whether located on or off the Leased Premises.

“Environmental Violation” means any one or more of the following, whether occurring prior to, on or after the date hereof: (a) any direct or indirect discharge, disposal, spillage, emission, escape, pumping, pouring, injection, leaching, Release, seepage, filtration or transporting of any Hazardous Substance at, upon, under, onto or within the Leased Premises or any Environmental Media, or from the Leased Premises to any Environmental Media, in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any liability to Landlord, Tenant or Lender, any Federal, state or local government or any other Person for the costs of any removal or Remedial Actions or natural resources damage or for bodily injury or property damage, (b) any deposit, storage, dumping, placement or use of any Hazardous Substance at, upon, under or within the Leased Premises in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any liability to any Federal, state or local government or to any other Person for the costs of any removal or Remedial Actions or natural resources damage or for bodily injury or property damage, (c) the abandonment or discarding at the Leased Premises of any barrels, containers or other receptacles containing any Hazardous Substances in violation of any Environmental Laws, (d) any activity, occurrence or condition in connection with the Leased Premises which could result in any liability, cost or expense to Landlord or Lender or any other owner or occupier of the Leased Premises, or which could result in a creation of a lien on the Leased Premises under any Environmental Law, or (e) any violation of or noncompliance with any Environmental Law in connection with the Leased Premises.

“Event of Default” has the meaning assigned to such term in Section 22.

“Existing Environmental Condition” has the meaning assigned to such term in Section 10(g).

“Expansion” has the meaning assigned to such term in Section 13.

“Expiration Date” means the Initial Expiration Date or, if this Lease has been extended for a Renewal Term in accordance with Section 5, the last day of such Renewal Term.

“Fair Market Rental Value of the Leased Premises” means the rent that would be paid by a willing tenant and accepted by a willing landlord in an arm length’s lease of the Leased Premises in which neither party is under any compulsion to lease, but without consideration of any concessions, allowances or other inducements then normally being offered to prospective tenants. Fair Market Rental Value of the Leased Premises shall be determined by the appraisal process set forth in Exhibit F.

“Full Rent Commencement Date” means the first day of the month following the month in which the Acquisition Date occurs.

“GAAP” means generally accepted accounting principles.

“Government Lists” has the meaning assigned to such term in Exhibit E.

“Guarantor” means LMI Aerospace, Inc., a Missouri corporation.

“Hazardous Activity” means any activity, process, procedure or undertaking which directly or indirectly (i) procures, generates or creates any Hazardous Substance; (ii) causes or results in (or threatens to cause or result in) the release, seepage, spill, leak, flow, discharge or emission of any Hazardous Substance into the environment (including the air, ground water, watercourses or water systems), (iii) involves the containment or storage of any Hazardous Substance; or (iv) would cause the Leased Premises or any portion thereof to become a hazardous waste treatment, recycling, reclamation, processing, storage or disposal facility within the meaning of any Environmental Law.

“Hazardous Condition” means any condition resulting from an act or omission occurring after the date hereof which would support any claim or liability under any Environmental Law.

“Hazardous Substance” or “Hazardous Substances” means (i) any substance, material, product, petroleum, petroleum product, derivative, compound or mixture, mineral (including asbestos), chemical, gas, medical waste, or other pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous or acutely hazardous to the environment or public health or safety, (ii) those materials included within the definitions of “hazardous substances,” “extremely hazardous substances,” “hazardous materials,” “toxic substances” “toxic pollutants,” “hazardous air pollutants” “toxic air contaminants,” “solid waste,” “hazardous waste,” “pollutants,” contaminants” or similar categories under any Environmental Laws, or (iii) any substance supporting a claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law. Hazardous Substances include any toxic or hazardous waste, pollutant, contaminant, industrial waste, petroleum or petroleum-derived substances or waste, radon, radioactive materials, asbestos, asbestos containing materials, urea formaldehyde foam insulation, lead and polychlorinated biphenyls.

“Impositions” has the meaning assigned to such term in Section 9.

“Improvements” has the meaning assigned to such term in Section 2.

“Indemnitee” has the meaning assigned to such term in Section 15.

“Initial Appraiser” has the meaning assigned to such term in Exhibit F.

“Initial Expiration Date” has the meaning assigned to such term in Section 5.

“Initial Premises” has the meaning assigned to such term in Section 2.

“Initial Valuation” has the meaning assigned to such term in Exhibit F.

“Insurance Requirements” means the requirements of all insurance policies required to be maintained in accordance with this Lease.

“Interim Rent” has the meaning assigned to such term in Section 6.

“Land” has the meaning assigned to such term in Section 2.

“Law” means any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement or administrative or judicial determination, even if unforeseen or extraordinary, of every duly constituted governmental authority, court or agency, now or hereafter enacted or in effect.

“Lease” means this Lease Agreement.

“Lease Guaranty” has the meaning the Guaranty and Suretyship Agreement dated December 28, 2006 made by Guarantor to Landlord.

“Lease Year” means (a) the period commencing on the Full Rent Commencement Date and ending at midnight on the last day of the twelfth (12th) consecutive calendar month thereafter, and (b) each succeeding twelve (12) month period occurring during the Term.

“Leased Premises” has the meaning assigned to such term in Section 2.

“Legal Requirements” means the requirements of all present and future Laws (including Environmental Laws and Laws relating to accessibility to, usability by, and discrimination against, disabled individuals) and all covenants, restrictions and conditions now or hereafter of record which may be applicable to Tenant or to any of the Leased Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of any of the Leased Premises, even if compliance therewith necessitates structural changes or improvements or results in interference with the use or enjoyment of any of the Leased Premises.

“Lender” means any person or entity (and their respective successors and assigns) which may, after or contemporaneously with the date hereof, make a Loan to Landlord or is the holder of any Note.

“Loan” means any loan made by one or more Lenders to Landlord, which loan is secured by a Mortgage and an Assignment and is evidenced by a Note.

“Minimum Rent” has the meaning assigned to such term in Section 6.

“Minimum Rent Payment Date” has the meaning assigned to such term in Section 6.

“Monetary Obligations” means Rent and all other sums payable by Tenant under this Lease to Landlord, to any third party on behalf of Landlord or to any Indemnitee.

“Mortgage” means any mortgage or deed of trust from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b) secures Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified.

“Net Award” means (a) the entire award payable to Landlord or Lender by reason of a Condemnation whether pursuant to a judgment or by agreement or otherwise, or (b) the entire proceeds of any insurance required under clauses (i), (ii) (to the extent payable to Landlord or Lender), (iv), (v) or (vi) of Section 16(a), as the case may be, less any expenses incurred by Landlord and Lender in collecting such award or proceeds.

“Note” means any promissory note evidencing Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified.

“Owner” has the meaning assigned to such term in Exhibit E.

“Permitted Encumbrances” means those covenants, restrictions, reservations, liens, conditions and easements and other encumbrances of record as of the date hereof, other than any Mortgage or Assignment, and liens for unpaid real estate taxes and assessment not yet due and payable.

“Permitted Transfer” has the meaning assigned to such term in Section 22.

“Permitted Violations” has the meaning assigned to such term in Section 14.

“Person” means an individual, partnership, association, corporation, trust or other legal entity.

“Present Value” of any amount means such amount discounted by a rate per annum which is the lower of (a) the Prime Rate at the time such present value is determined or (b) eight percent (8%) per annum.

“Primary Term” has the meaning assigned to such term in Section 5.

“Prime Rate” means the annual interest rate as published, from time to time, in the Wall Street Journal as the “Prime Rate” in its column entitled “Money Rate”. The Prime Rate may not be the lowest rate of interest charged by any “large U.S. money center commercial banks” and Landlord makes no representations or warranties to that effect. In the event the Wall Street Journal ceases publication or ceases to publish the “Prime Rate” as described above, the Prime Rate shall be the average per annum discount rate (the “Discount Rate”) on ninety-one (91) day bills issued from time to time by the United States Treasury (“Treasury Bills”) at its most recent auction, plus three hundred (300) basis points. If no such 91-day Treasury Bills are then being issued, the Discount Rate shall be the discount rate on Treasury Bills then being issued for the period of time closest to ninety-one (91) days.

“Purchase Agreement” means the Purchase Agreement dated as of December 28, 2006 between Tenant, as seller, and Landlord, as purchaser, relating to the Leased Premises.

“Release” means any active or passive spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substance into any Environmental Media. For the purposes of this Lease, “Release” also includes any threatened Release.

“Remedial Actions” means any investigation, work plan preparation removal, repair, cleanup, abatement, remediation, monitored natural attenuation, natural resource damage assessment and restoration, closure, post-closure, detoxification or remedial activity of any kind whatsoever necessary to address any Release, any Environmental Violation and/or any Hazardous Condition.

“Remediation Plan” has the meaning assigned to such term in Section 10.

“Renewal Date” has the meaning assigned to such term in Section 5.

“Renewal Term” has the meaning assigned to such term in Section 5.

“Rent” means, collectively, Interim Rent, Minimum Rent and Additional Rent.

“Requesting Party” has the meaning assigned to such term in Section 25.

“Requisition” means any temporary requisition or confiscation of the use or occupancy of any of the Leased Premises by any governmental authority, civil or military, whether pursuant to an agreement with such governmental authority in settlement of or under threat of any such requisition or confiscation, or otherwise.

“Responding Party” has the meaning assigned to such term in Section 25.

“Restoration Fund” has the meaning assigned to such term in Section 19.

“Set-Off” has the meaning assigned to such term in Section 8.

“Site Reviewers” has the meaning assigned to such term in Section 10(c).

“Site Assessment” has the meaning assigned to such term in Section 10.

“SNDA Provisions” has the meaning assigned to such term in Section 31.

“State” means, with respect to any parcel of Land comprising the Leased Premises, the jurisdiction in which such parcel is located.

“Subleases” has the meaning assigned to such term in Section 20.

“Surviving Obligations” means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or rejection in bankruptcy, which survive such expiration, termination or rejection by their own terms.

“Taking” means (a) any taking of, or damage to, all or a portion of any of the Leased Premises (i) in or by condemnation or other eminent domain proceedings pursuant to any Law, general or special, or (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceeding, or (iii) by any other means, or (b) any de facto condemnation. The Taking shall be considered to have taken place as of the later of the date actual physical possession is taken by the condemnor, or the date on which the right to compensation and damages accrues under the law applicable to the Leased Premises.

“Term” means the Primary Term or any Renewal Term, whichever is then in effect.

“Third Appraiser” has the meaning assigned to such term in Exhibit F.

“Third Party Offer” has the meaning assigned to such term in Section 21.

“Third Party Purchaser” has the meaning assigned to such term in Section 21.

“Third Valuation” has the meaning assigned to such term in Exhibit F.

“Trade Fixtures” means all machinery, apparatus, furniture, fixtures and equipment now or hereafter installed by Tenant and used in connection with the conduct of Tenant’s business on the Leased Property, other than fixtures and items of personal property that are integral to the ownership, maintenance and operation of the Improvements and which cannot be removed from the Leased Property without adversely affecting the value, or the general utility or use of such Leased Property.

“Transferee” has the meaning assigned to such term in Section 22.

“Use” has the meaning assigned to such term in Section 10.

“Valuation Notice” has the meaning assigned to such term in Exhibit F.

“Valuation Period” has the meaning assigned to such term in Exhibit F.

“Work” has the meaning assigned to such term in Section 13.

2.Demise of Premises. Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases from Landlord, for the Term and upon the provisions hereinafter specified, the following described property (collectively, the “Leased Premises”):

(a)prior to the Acquisition Date, the premises described in Exhibit A hereto, together with the Appurtenances (the “Initial Premises”);

(b)from and after the Acquisition Date, the Initial Premises and the premises described in Exhibit B hereto, together with Appurtenances (the “Additional Premises” and, together with the Initial Premises, collectively, the “Land”);

(c)all buildings, structures and other improvements now or hereafter constructed on the Land (collectively, the “Improvements”); and

(d)the fixtures, machinery, equipment and other property described in Exhibit C hereto (collectively, the “Building Equipment”).

3.Title, Condition and Possession.

(a)The Leased Premises are demised and let subject to (i) the rights of any Persons in possession of the Leased Premises, (ii) the existing state of title of any of the Leased Premises, including any Permitted Encumbrances, (iii) any state of facts which an accurate survey or physical inspection of the Leased Premises might show, (iv) all Legal Requirements, including any existing violation of any thereof, and (v) the condition of the Leased Premises as of the Commencement Date, without representation or warranty by Landlord.

(b)LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) AND THE INDEMNITEES HAVE NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD OR ANY OF THE INDEMNITEES BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, INCOME, EXPENSES, ENTITLEMENTS OR ZONING, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, ENVIRONMENTAL VIOLATION, RELEASE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE LEASED PREMISES ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, NEITHER LANDLORD NOR ANY INDEMNITEES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 3(b) HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD OR ANY INDEMNITEE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

(c)Tenant represents to Landlord that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that fee simple title (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Leased Premises as provided herein.

4.Use of Leased Premises; Quiet Enjoyment.

(a)Tenant may occupy and use the Leased Premises for the operation of any lawful business purpose related to the conduct of Tenant’s business. Tenant shall not use or occupy or permit any of the Leased Premises to be used or occupied, nor do or permit anything to be done in or on any of the Leased Premises, in a manner which would or might (i) violate any Law, Legal Requirement or Easement Agreement, (ii) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it difficult or impossible to obtain any such insurance at commercially reasonable rates, (iii) cause structural injury to any of the Improvements, (iv) constitute a public or private nuisance or waste, or (v) violate or not be permitted pursuant to, a Permitted Encumbrance.

(b)Subject to the provisions hereof, so long as no Event of Default has occurred and is continuing, Tenant shall quietly hold, occupy and enjoy the Leased Premises throughout the Term, without any hindrance, ejection or molestation by Landlord with respect to matters that arise after the date hereof, provided that Landlord or its agents may enter upon and examine any of the Leased Premises at such reasonable times as Landlord may select and upon two (2) business days’ prior notice to Tenant (except in the case of an emergency, in which no notice shall be required) for the purpose of inspecting the Leased Premises, verifying compliance or non-compliance by Tenant with its obligations hereunder and the existence or non-existence of an Event of Default or event which with the passage of time and/or giving of notice would constitute an Event of Default, showing the Leased Premises to prospective Lenders and purchasers and taking such other action with respect to the Leased Premises as is permitted by any provision hereof.

(c)Tenant shall not abandon or vacate the Leased Premises and Tenant shall operate its business at the Leased Premises pursuant to the terms and provisions of this Lease. If Tenant ceases to do business at all or a material portion of the Leased Premises for a period longer than six (6) months, then Landlord may request that the Tenant use commercially reasonable efforts to attempt to sublet the Leased Premises.

5.Term.

(a)Subject to the provisions hereof, Tenant shall have and hold the Leased Premises for an initial term (such term, as the same may be extended in the manner set forth hereinafter, being referred to herein as the “Primary Term”) commencing on the Commencement Date and ending on January 31, 2027 (the “Initial Expiration Date”). If, on or prior to the Initial Expiration Date or the expiration of any Renewal Term this Lease shall not have been sooner terminated, then on the Initial Expiration Date and on the fifth, tenth, and fifteenth anniversaries of the Initial Expiration Date (the Initial Expiration Date and each such anniversary being referred to herein as a “Renewal Date”), Tenant shall have the right to extend the Term for an additional period of five years (each such extension period, a “Renewal Term”). In order to extend the then Term for a Renewal Term, Tenant shall notify Landlord at least twelve (12) months prior to, but no earlier than fifteen (15) months prior to, each Renewal Date that Tenant desires to extend the then Term for a Renewal Term. It is a condition to the extension of the Term of the Lease at each Renewal Date that (a) no Event of Default shall have occurred or be continuing as of the date Tenant gives notice to Landlord of Tenant’s intention to so extend the Term for an additional five-year period, and (b) no Event of Default shall have occurred and be continuing as of such Renewal Date. Any such extension of the Term shall be subject to all of the provisions of this Lease, as the same may be amended, supplemented or modified (except that Tenant shall have no right to any additional renewal terms).

(b)The Primary Term and/or any Renewal Term may also be extended upon the occurrence of certain events as set forth in Section 13(a).

(c)During the last year of the Term (as the same may be renewed pursuant to Section 5(a)), Landlord shall have the right to advertise the availability of the Leased Premises for sale or reletting, to erect signs upon the Leased Premises indicating such availability and to show the Leased Premises to prospective tenants at such reasonable times as Landlord may select. Landlord shall also have the right at any time to show the Leased Premises to prospective purchasers or Lenders at such reasonable times as Landlord may select.

6.Minimum Rent; Interim Rent. Commencing on the Full Rent Commencement Date and continuing throughout the Primary Term, Tenant shall pay to Landlord, as annual minimum rent for the Leased Premises during the first Lease Year, the amount of [$883,858; as adjusted before Closing in accordance with the terms of the Letter of Intent between Landlord and Tenant dated December 1, 2006]. The annual minimum rent for the second Lease Year and every Lease Year thereafter, beginning with the first day of the second Lease Year and continuing on the first day of third Lease Year and every Lease Year thereafter throughout the Primary Term (the first day of each such Lease Year being referred to herein as an “Adjustment Date”), shall be increased by an amount equal to two and three-tenths percent (2.3%) of the Minimum Rent payable immediately prior to the Adjustment Date. During any Renewal Term, such annual minimum rent shall be equal to ninety five percent (95%) of the Fair Market Rental Value of the Leased Premises. Such annual minimum rent, as so adjusted for any Lease Year during the Primary Term or any Renewal Term, is referred to herein as the “Minimum Rent”. Minimum Rent shall be allocated among the properties comprising the Initial Premises and Additional Premises as set forth in Exhibit D, and shall be subject to increases pursuant to Section 13(a). Minimum Rent shall be paid monthly in advance on the first day of each month during the Primary Term or any Renewal Term (each such day being a “Minimum Rent Payment Date”) in the amount of the annual Minimum Rent then in effect divided by twelve (12). Monthly Minimum Rent for the first Lease Year shall be [$__________] per month. Each such rental payment shall be made, at Landlord’s sole discretion, to Landlord at its address set forth above or to such one or more other Persons, at such addresses and in such proportions as Landlord may direct by ten (10) days’ prior written notice to Tenant (in which event Tenant shall give Landlord notice of each such payment concurrent with the making thereof). Pro rata minimum rent for the Initial Premises (based on the annual Minimum Rent for the first Lease Year and the allocations set forth in Exhibit D) for the period commencing on the Commencement Date and ending on the day preceding the Full Rent Commencement Date (the “Interim Rent”) shall be payable, in advance, on the Commencement Date.

If required by Landlord, Tenant shall pay the Interim Rent and Minimum Rent to Landlord (or to a Lender designated by Landlord) monthly by ACH and in immediately available funds.

7.Additional Rent.

(a)Tenant shall pay and discharge, as additional rent (collectively, “Additional Rent”) the following amounts:

(i)except as otherwise specifically provided herein, all Costs of Tenant, Landlord, Lender and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the use, non-use, occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the performance of any of Tenant’s obligations under this Lease, (C) any Condemnation proceedings, (D) the adjustment, settlement or compromise of any insurance claims involving or arising from any of the Leased Premises, (E) the prosecution, defense or settlement of any litigation involving or arising from any of the Leased Premises or this Lease, (F) the exercise or enforcement by Landlord, its successors and assigns, of any of its rights or remedies under this Lease, (G) any amendment to or modification or termination of this Lease made at the request of Tenant, and/or (H) any act undertaken by Landlord (or its counsel) at the request of Tenant, or incurred in connection with any act of Landlord performed on behalf of Tenant;

(ii)after the date which is five (5) business days after the date on which all or any portion of any installment of Interim Rent or Minimum Rent is due and not paid, an amount equal to five percent (5%) of the amount of such unpaid installment or portion thereof. The foregoing late fees are not a penalty, and Tenant’s obligation to pay Landlord late fees as set forth above shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner;

(iii)interest at the rate (the “Default Rate”) of three percent (3%) per annum in excess of the Prime Rate on the following sums until paid in full: (A) all overdue installments of Interim Rent or Minimum Rent from the respective due dates thereof, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of Landlord’s notice of the payment made by Landlord, and (C) all other overdue amounts of Additional Rent, from the date when any such amount becomes overdue;

(iv)concurrently with each payment of Interim Rent or Minimum Rent, any rent tax, sales tax, excise tax, privilege tax or other tax then payable with respect to real property rents, and any penalties in connection therewith; and

(v)any other items specifically required to be paid by Tenant under this Lease, including items in Section 12 that reference this Section 7.

(b)Tenant shall pay and discharge (i) any Additional Rent referred to in Section 7(a)(i) when the same shall become due, provided that amounts which are billed to Landlord or any third party, but not to Tenant, shall be paid within five (5) days after Landlord’s demand for payment thereof, and (ii) any other Additional Rent, within five (5) days after Landlord’s demand for payment thereof.

(c)In no event shall amounts payable under Section 7(a)(ii), (iii) and (iv) exceed the maximum amount permitted by applicable Law.

8.Net Lease; Non-Terminability.

(a)This is a net lease and all Monetary Obligations shall be paid by Tenant without notice or demand and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (collectively, a “Set-Off”).

(b)Except as otherwise expressly provided herein, this Lease and the rights of Landlord and the obligations of Tenant hereunder shall not be affected by any event or for any reason, including the following: (i) any damage to or theft, loss or destruction of any of the Leased Premises, (ii) any Casualty or Condemnation, (iii) Tenant’s acquisition of ownership of any of the Leased Premises other than pursuant to an express provision of this Lease, (iv) any default on the part of Landlord hereunder or under any Note, Mortgage, Assignment or any other agreement, (v) any latent or other defect in any of the Leased Premises, (vi) the breach of any warranty of any seller or manufacturer of any of the Building Equipment, (vii) any violation of any provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any court under the Federal Bankruptcy Code or otherwise, (xi) any interference with Tenant’s use of the Leased Premises by parties other than Landlord, (xii) market or economic changes, or (xiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding.

(c)The obligations of Tenant hereunder shall be separate and independent covenants and agreements, all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of Tenant hereunder shall continue unaffected unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. All Rent payable by Tenant hereunder shall constitute “rent” for all purposes (including Section 502(b)(6) of the Bankruptcy Code).

(d)Except as otherwise expressly provided herein, Tenant shall have no right and hereby waives all rights which it may have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased Premises, or (ii) to any Set-Off of any Monetary Obligations.

9.Payment of Impositions. Tenant shall, before interest or penalties are due thereon, pay and discharge all taxes (including real and personal property, franchise, sales and rent taxes, and any penalties in connection therewith), all charges for any easement or agreement maintained for the benefit of any of the Leased Premises (including any Easement Agreement), all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to the any of Leased Premises, all ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant’s leasehold interest in the Leased Premises, (iii) any of the Leased Premises, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the Rent, in each case whether accruing before or after the Commencement Date (collectively, the “Impositions”); provided, however, that nothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord which are determined on the basis of Landlord’s net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, or (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person. If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to pay such Imposition in installments so long as each installment is timely paid and Landlord receives evidence of each such payment. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) days after Tenant’s receipt thereof, (2) receipts for payment of all taxes required to be paid by Tenant hereunder within ten (10) days after the due date thereof, and (3) receipts for payment of all other Impositions within ten (10) days after Landlord’s request therefor.

10.Compliance with Laws and Agreements; Environmental Matters.

(a)Tenant shall, at its expense, comply with and conform to, and cause the Leased Premises and any other Person occupying any part of the Leased Premises to comply with and conform to, all Insurance Requirements and Legal Requirements (including all applicable Environmental Laws). Tenant shall not at any time (i) cause, permit or suffer to occur any Environmental Violation or (ii) permit any sublessee, assignee or other Person occupying the Leased Premises under or through Tenant to cause, permit or suffer to occur any Environmental Violation. Without limiting the foregoing, Tenant shall not use, store, transport, dispense, sell, Release or discharge any Hazardous Substances, except in strict compliance with all Environmental Laws.

(b)Tenant, at its sole cost and expense, will at all times promptly and faithfully abide by, discharge and perform all of the covenants, conditions and agreements contained in any Easement Agreement or in any other contract or agreement relating to the Leased Premises on the part of Landlord or the occupier to be kept and performed thereunder. Tenant will not alter, modify, amend or terminate any Easement Agreement, give any consent, approval or waiver thereunder, or enter into any new Easement Agreement without, in each case, the prior written consent of Landlord.

(c)Upon at least two (2) business days’ prior written notice from Landlord, Tenant shall (after the Commencement Date) permit such persons as Landlord may designate (“Site Reviewers”) to visit the Leased Premises and perform environmental site investigations and assessments (“Site Assessments”) on the Leased Premises for the purpose of determining whether there exists on the Leased Premises any Environmental Violation or any condition which could result in any Environmental Violation. Such Site Assessments may include both above and below the ground testing for Environmental Violations and such other tests as may be necessary, in the opinion of the Site Reviewers, to conduct the Site Assessments. If Site Reviewers determine that the testing of soil and/or groundwater at the Leased Premises is necessary, Site Reviewers shall provide Tenant with a detailed written explanation setting forth a reasonable basis for the performance of such testing at the Leased Premises. Tenant shall supply to the Site Reviewers such historical and operational information regarding the Leased Premises as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. So long as (i) Tenant is not in default hereunder and (ii) Landlord does not have reasonable cause to suspect that an Environmental Violation has occurred on the Leased Premises (in either situation Tenant shall be responsible for the cost of the site assessment), Landlord shall pay for the cost of such site assessment conducted by Landlord no more frequently than once every other Lease Year; provided, however, that if the results of such assessment indicate that a Hazardous Condition or an Environmental Violation exists, then Tenant shall pay for the cost of such site assessment. If such Environmental Violation is determined to be related to Existing Environmental Conditions at the Leased Premises, then Tenant shall have all rights and obligations with regard to the Existing Environmental Conditions as are set forth in Section 10(e) and 10(g) of this Lease.

(d)If an Environmental Violation, Hazardous Condition, or Existing Environmental Condition is found to exist and, in Tenant’s reasonable judgment, the cost of remediation of the same is likely to exceed $25,000, Tenant shall provide Landlord with written notice within ten (10) days of such discovery. If, in Landlord’s reasonable judgment, the cost of such remediation is likely to exceed $100,000, then, within ten (10) days after Landlord’s request therefor, Tenant shall provide Landlord with adequate financial assurances that Tenant will take Remedial Actions to effect such remediation in accordance with applicable Environmental Laws. Such financial assurances shall be a bond or letter of credit reasonably satisfactory to Landlord in form and substance and in an amount equal to or greater than Landlord’s reasonable estimate, based upon a Site Assessment performed pursuant to Section 10(c), of the anticipated cost of such Remedial Actions.

(e)If any Environmental Violation, Hazardous Condition, or Existing Environmental Condition occurs or is found to exist (for example, but without limitation, a detection of a leak in an underground tank or a petroleum spillage by a tanker), Tenant, at its sole expense, shall take any and all Remedial Actions and other actions as necessary to cure such Environmental Violation, Hazardous Condition, or Existing Environmental Condition in strict compliance with Environmental Laws and take any other action with regard to the Existing Environmental Conditions specifically set forth in Exhibit G. Tenant shall be responsible for all reporting, investigation and/or remediation requirements under any Environmental Law with respect to any Environmental Violation, Hazardous Condition, or Existing Environmental Condition, all at Tenant’s sole cost and expense. If Tenant fails to correct any Environmental Violation, Hazardous Condition, or Existing Environmental Condition which occurs or is found to exist or fails to take such steps as may be required by the applicable governmental authorities in accordance with applicable Environmental Laws, Landlord shall have the right (but no obligation) to take any and all actions as Landlord shall deem necessary or advisable in order to cure such Environmental Violation, Hazardous Condition or Existing Environmental Condition, all at Tenant’s sole cost and expense, and as Additional Rent.

(f)From and after the Commencement Date, the Use of any Hazardous Substances at the Leased Premises shall not be permitted, unless such Use is in full compliance with all Environmental Laws and any other applicable local, state and federal statutes, orders, ordinances, rules and regulations. As used in this Lease, the “Use” of Hazardous Substances means the receipt, handling, generation, storage, use, dispensing, treatment, recycling, sale, transfer, transportation, introduction, or incorporation of Hazardous Substances into, on, about, under or from the Leased Premises, whether by Tenant or by any contractor, subcontractor, subtenant, licensee, concessionaire, or invitee of Tenant.

(g)Tenant shall notify Landlord immediately after (1) becoming aware of any actual, alleged or threatened Environmental Violation or Hazardous Condition; (2) any and all enforcement actions, initiation of Remedial Actions or other governmental or regulatory actions (excluding routine actions such as permit renewals) instituted, completed or threatened pursuant to any Environmental Laws affecting the Leased Premises; (3) all claims made or threatened by any third person against Tenant or the Leased Premises relating in any way whatsoever to Hazardous Substances, Environmental Violations or Hazardous Conditions; (4) Tenant’s knowledge of any Release of Hazardous Substances at, on, in, under or from the Leased Premises or on, in or under any adjoining property; or (5) Tenant’s noncompliance with any of the covenants contained in this Section 10, and Tenant shall forward to Landlord immediately upon receipt thereof copies of all orders, reports, notices, permits, applications or other communications relating to any such violation or noncompliance. Tenant shall provide Landlord with information reasonably requested by Landlord concerning Hazardous Substances in connection with the Leased Premises, regardless of whether there is an Environmental Violation. Landlord and Tenant acknowledge that each has received notice of the Environmental Violations, if any, or Hazardous Conditions, if any, identified in the environmental reports and/or any separate Environmental Violations or Hazardous Conditions listed on Exhibit G (collectively, the “Existing Environmental Conditions”). So long as Tenant is not in default under its obligations hereunder, Landlord consents to any corrective action and remediation performed by Tenant pursuant to a remediation plan submitted by Tenant to, and approved by, the applicable governmental authorities (the “Remediation Plan”) in compliance with Environmental Laws with regard to any such Existing Environmental Conditions to the extent additional remedial measures are not specifically set forth in Exhibit G with regard to Existing Environmental Conditions. So long as (i) Tenant is not in default hereunder, and (ii) Landlord has approved such Remediation Plan, such approval not to be unreasonably withheld, Tenant shall have the exclusive right to take any action deemed necessary to implement such Remediation Plan, including (1) communications with regulatory authorities, third parties and environmental contractors, (2) preparation of corrective action plans, (3) performance of environmental testing of soil and/or groundwater, and (4) performance of corrective action, including installation of temporary and permanent monitoring wells, removal or impacted soil and groundwater, and preparation of any reports relating to such corrective action. Landlord shall cooperate with Tenant with regard to any action that is necessary in order for Tenant to satisfy Tenant’s obligations relating to Existing Environmental Conditions.

(h)All future leases, subleases or concession agreements relating to the Leased Premises entered into by Tenant shall contain covenants of the other party to not at any time (i) cause any Environmental Violation to occur or (ii) permit any Person occupying the Leased Premises through said subtenant or concessionaire to cause any Environmental Violation to occur.

(i)Tenant shall indemnify, defend (with counsel acceptable to Landlord), release and hold Landlord and all Indemnitees (as set forth in Section 15) harmless from any and all claims, demands, judgments, damages, penalties, fines, Costs, liabilities or losses (including claims for diminution in value of the Leased Premises, stigma related damages, damages for the loss of or restriction on use of rentable or usable space or of any amenity of the Leased Premises, damages arising from any adverse impact on marketing the Leased Premises, and all sums paid in settlement of claims, and all reasonable attorneys’ fees and Costs, reasonable consultant fees and costs and reasonable expert fees and costs) whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with any alleged, threatened or actual (1) the presence of, Tenant’s Use of, or any Release of, Hazardous Substance in, on, under, about or from any part of the Leased Premises, whether or not such Hazardous Substances existed on the Leased Premises prior to the Commencement Date; (2) violation of any Environmental Law applicable to the Leased Premises; (3) Environmental Violation or Hazardous Condition with respect to the Leased Premises; including, but not limited to, (a) damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Section 107 of CERCLA, or any successor section or act or provision of any similar state or local Law, or (b) liability for costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Environmental Laws; (4) breach or default by Tenant of any of Tenant’s covenants set forth in this Section 10; (5) the costs associated with response costs and for costs of removal and Remedial Actions, including all necessary plans and reports, incurred by the U.S. Environmental Protection Agency, or any other federal, state or local governmental agency or entity or by any other Person, incurred pursuant to the CERCLA, RCRA, or any other applicable Environmental Laws; (6) oversight charges, fines, damages or penalties arising from the presence or Release of Hazardous Substances, and any related Remedial Actions, incurred pursuant to the provisions of CERCLA, RCRA, or any other applicable Environmental Laws; (7) liability to third parties arising out of the presence or Release of Hazardous Substances for personal injury, bodily injury, or property damage arising under any statutory or common law theory, including damages assessed for the maintenance of a public or private nuisance or any trespass, the costs of Remedial Actions, or for the carrying on of an abnormally dangerous activity; (8) direct or indirect compensatory, consequential, or punitive damages arising out of any claim based on the presence or Release of Hazardous Substances or damage or threatened damage to Environmental Conditions; (9) Costs, fees and expenses of attorneys, consultants and experts incurred or sustained in making any investigation on account of any claim, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom, or in enforcing any of the agreements herein contained; and (10) Rent during any period in which Remedial Actions are being taken. The foregoing indemnity, defense, release and hold harmless obligations of Tenant shall apply to Tenant’s Use of Hazardous Substances irrespective of whether any activities related to such Use were or will be undertaken in accordance with Environmental Laws or other applicable laws, regulations, codes and ordinances. Tenant specifically agrees that it shall not sue or seek contribution from any Indemnitee or any successors or assigns thereof in any matter relating Environmental Violation and/or Hazardous Substance liability. All reasonable Costs and expenses related to this Section incurred by Landlord shall be repaid by Tenant to Landlord as Additional Rent. This Section 10(i) shall survive the expiration, termination or rejection in bankruptcy of the Lease.

(j)Tenant shall, within five (5) days after request by Landlord at any time during the Term, execute the Certification Related to the USA Patriot Act in the form attached hereto as Exhibit E.

11.Liens; Recording.

(a)Tenant shall not, directly or indirectly, create or permit to be created or to remain and shall promptly discharge or remove any lien, levy or encumbrance on any of the Leased Premises or on any Rent or any other sums payable by Tenant under this Lease, other than any Mortgage or Assignment, the Permitted Encumbrances and any mortgage, lien, encumbrance or other charge created by or resulting solely from any act or omission of Landlord. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO ANY OF THE LEASED PREMISES. LANDLORD MAY AT ANY TIME, AND AT LANDLORD’S REQUEST TENANT SHALL PROMPTLY, POST ANY NOTICES ON THE LEASED PREMISES REGARDING SUCH NON-LIABILITY OF LANDLORD.

(b)Tenant shall (subject to Landlord’s prior review and execution) execute, deliver and record, file or register all such instruments as may be required or permitted by any present or future Law in order to evidence the respective interests of Landlord and Tenant in the Leased Premises, and shall cause a memorandum of this Lease (or, if such a memorandum cannot be recorded, filed or registered, this Lease), and any supplement hereto or thereto, to be recorded, filed or registered in such manner and in such places as may be required or permitted by any present or future Law in order to protect the validity and priority of this Lease.

12.Maintenance and Repair.

(a)Tenant shall, at its own cost and expense, keep the Leased Premises, including all portions thereof, in good order and condition at all times on and after the Commencement Date to and including the date of the termination of the Term, by lapse of time or otherwise. Tenant shall timely and properly maintain, repair and replace all of the Leased Premises and all of its component parts, including parking lot surfaces and stripes, all landscaping, mechanical systems, electrical and lighting systems, plumbing and sewage systems, fixtures and appurtenances, interior walls, columns and floors, and ceilings, so as to preserve and protect the useful life, utility and value of such components, and in all events so as to preserve the effectiveness of any warranty relating thereto, such repairs and replacements to be at least in quality and class to the original work. If any segment of the Leased Premises shall become obsolete, non-functional, or uneconomic to repair, Tenant shall remove such item from the Leased Premises and promptly replace it with an item of comparable initial value and function. Promptly upon installation of any equipment, other than any Trade Fixtures, Tenant shall deliver to Landlord the original warranty (which shall specify Landlord as the owner of the equipment and Tenant’s having a non-exclusive license and authority of Landlord solely to enforce such warranty during the Term of the Lease) relating to such equipment. Within thirty (30) days following Landlord’s written request therefor, Tenant shall deliver to Landlord a written statement showing all removals and replacements of such systems or components since the last such report, including manufacturers, model numbers, and serial numbers. Landlord may, upon two (2) business days’ prior notice (except that no notice shall be required if an Event of Default exists), cause independent private inspectors to make inspections of the Leased Premises or any segments thereof to determine Tenant’s compliance under this Section 12. If such inspection by Landlord reveals that the Leased Premises, or any portion thereof, including any equipment thereon, is not in the condition required by this Lease in any material respect, then Tenant shall pay for such additional inspections performed by Landlord through the inspection approving the condition of such Leased Premises as being in conformity with the Lease. In addition, Tenant shall pay the cost of any such inspection at the Leased Premises by or on behalf of Landlord while an Event of Default exists.

(b)If any Improvement, now or hereafter constructed, shall (i) encroach upon any setback or any property, street or right-of-way adjoining the Leased Premises, (ii) violate the provisions of any restrictive covenant affecting the Leased Premises, (iii) hinder or obstruct any easement or right-of-way to which any of the Leased Premises is subject or (iv) impair the rights of others in, to or under any of the foregoing, Tenant shall, promptly after receiving notice or otherwise acquiring knowledge thereof, either (A) obtain from all necessary parties waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation, hindrance, obstruction or impairment, whether the same shall affect Landlord, Tenant or both, or (B) take such action as shall be necessary to remove all such encroachments, hindrances or obstructions and to end all such violations or impairments, including, if necessary, making Alterations.

(c)Landlord may, but is not required to, after three (3) business days’ notice to Tenant (except in the case of an emergency, in which case no notice to Tenant shall be necessary), enter the Leased Premises and make such repairs, alterations, improvements, additions, replacements or maintenance as Landlord deems necessary to cure any default of Tenant hereunder, and Tenant shall pay Landlord as Additional Rent forthwith (and in any event within thirty (30) days) after being billed for same by Landlord the cost thereof plus an administrative fee of three percent (3%) of such cost, which bill shall be accompanied by reasonably supporting documentation. Such amounts shall bear interest at the Default Rate from the date of expenditure by Landlord to the date of repayment by Tenant.

(d)Except as expressly provided elsewhere in this Lease, it is intended by Tenant and Landlord that Landlord shall have no obligation, in any manner whatsoever, to build any improvements on the Leased Premises, to maintain or make any repairs, replacements, alterations or renewals of any nature or description to the Leased Premises (or any equipment therein), whether structural or nonstructural, all of which obligations are intended, as between Landlord and Tenant, to be those of Tenant. Tenant expressly waives the benefit of any statute now or in the future in effect which would otherwise afford Tenant the right to make repairs at Landlord’s expense or to terminate this Lease because of Landlord’s failure to keep the Leased Premises in good order, condition and repair.

(e)Tenant shall maintain at the Leased Premises, and turn over to Landlord upon expiration or termination of this Lease, then current operating manuals and original warranties (to the extent applicable) for the equipment then located on the Leased Premises.

13.Alterations, Improvements and Expansions.

(a)Tenant shall have the right, without having obtained the prior written consent of Landlord, to make (i) Alterations or a series of related Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $100,000, (ii) to make Improvements or a series of related Improvements that, as to any such Improvements or series of related Improvements, do not cost in excess of $100,000, and (iii) to install equipment in the Improvements or accessions to the Building Equipment that, as to such accessions, do not cost in excess of $100,000, so long as at the time of construction or installation of any such Alterations, Improvements or installation of such accessions no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any Alterations, series of related Alterations, Improvements, series of related Improvements, equipment or accessions thereto is in excess of $100,000 (each, an “Expansion”) the prior written approval of Landlord shall be required. In the event that Landlord grants such prior written approval to Tenant for the undertaking of an Expansion, Landlord will pay for the approved costs of such Expansion and the Minimum Rent shall be increased over the remaining Term so as to allow Landlord to recover the cost of such Expansion plus a return on capital equal to the prevailing Capital Growth Rate. Also, if such approval is granted and such Expansion is undertaken within the last five (5) years of any Term, then the current Term shall be increased by five (5) years from the date of the conclusion of such Expansion and the Minimum Rent allocated to the affected Leased Premises (as allocated in accordance with Exhibit D before giving effect to such Expansion) shall be adjusted to a blended rate based on the (1) the current Minimum Rent allocated to such Leased Premises at such time, including annual escalations thereof, and (2) the lease rate on the Expansion as agreed upon by Landlord and Tenant.

(b)If Tenant makes any Alterations pursuant to this Section 13 or as required by Section 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), whether or not Landlord’s consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, using only licensed contractors and new materials, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the Insurance Requirements, (v) if any such Work involves the replacement of Building Equipment or parts thereof, all replacement Building Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Building Equipment being replaced or (B) the value and useful life of the Building Equipment being replaced immediately prior to the occurrence of the event which required its replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work, shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Section 19(a), whether or not such Work involves restoration of the Leased Premises.

14.Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Section 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Section 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as “Permitted Violations”), so long as at the time of such contest no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied. Tenant shall provide Landlord security which is satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Section 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant’s contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Section 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.

15.Indemnification.

(a)In addition to the indemnification obligations set forth in Section 10, commencing as of the Commencement Date, Tenant shall pay, protect, indemnify, defend, save and hold harmless Landlord, Lender and all other Persons described in Section 29 (each an “Indemnitee”) from and against any and all liabilities, losses, damages (including punitive damages), penalties, Costs (including attorneys’ fees and costs), causes of action, suits, claims, demands or judgments of any nature whatsoever, howsoever caused, without regard to the form of action and whether based on strict liability, negligence or any other theory of recovery at law or in equity, arising from (i) any matter pertaining to the acquisition (or the negotiations leading thereto), ownership, use, non-use, occupancy, operation, condition, design, construction, maintenance, repair or restoration of the Leased Premises, (ii) any casualty in any manner arising from the Leased Premises, whether or not Indemnitee has or should have knowledge or notice of any defect or condition causing or contributing to said casualty, or (iii) any violation by Tenant of any provision of this Lease, any contract or agreement to which Tenant is a party, any Legal Requirement or any Permitted Encumbrance or any encumbrance Tenant consented to or any Mortgage or Assignment.

(b)In case any action or proceeding is brought against any Indemnitee by reason of any such claim, (i) Tenant may, except in the event of a conflict of interest or a dispute between Tenant and any such Indemnitee or during the continuance of an Event of Default, retain its own counsel and defend such action (it being understood that Landlord may employ counsel of its choice to monitor the defense of any such action, all at Tenant’s cost and expense), and (ii) such Indemnitee shall notify Tenant to resist or defend such action or proceeding by retaining counsel reasonably satisfactory to such Indemnitee, and such Indemnitee will cooperate and assist in the defense of such action or proceeding if reasonably requested so to do by Tenant. In the event of a conflict of interest or dispute or during the continuance of an Event of Default, Landlord shall have the right to select counsel, and the cost of such counsel shall be paid by Tenant.

(c)Tenant acknowledges and agrees that Landlord (except in the event of, and then only to the extent directly attributable to, Landlord’s gross negligence or willful misconduct), any Lender and all Indemnitees shall not be liable, under any circumstances, for any loss, injury, death or damage to person or property (including the business or any loss of income or profit therefrom) of Tenant, Tenant’s members, officers, directors, shareholders, agents, employees, contractors, customers, invitees or any other person in or about the Leased Premises, whether the same are caused by (1) fire, explosion, falling plaster, steam, dampness, mold, electricity, gas, water, rain or other act of God, (2) breakage, leakage or other defects of sprinklers, wires, appliances, plumbing fixtures, water or gas pipes, roof, air conditioning, lighting fixtures, street improvements, or subsurface improvements, (3) theft, acts of God, acts of the public enemy, riot, strike, insurrection, war, terrorism, power failures, blackouts, energy or power shortages, court order, requisition or order of governmental body or authority, (4) any act or omission of any other occupant of the Leased Premises or any other party, (5) operations in construction of any private, public or quasi-public work, or (6) any other cause, including damage or injury which arises from the condition of the Leased Premises, from occupants of adjacent property, from the public, or from any other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same are inaccessible to Tenant, or which may arise through repair, alteration or maintenance of any part of the Leased Premises or failure to make any such repair, from any condition or defect in, on or about the Leased Premises including any Environmental Violation, Hazardous Condition and/or Hazardous Activity, or the presence of any mold or any Hazardous Substance, or from any other condition or cause whatsoever.

(d)All obligations of Tenant under this Section 15 shall survive any termination, expiration or rejection in bankruptcy of this Lease.

16.Insurance.

(a)Commencing as of the Commencement Date and continuing thereafter throughout the Term, Tenant shall maintain the following insurance on or in connection with the Leased Premises:

(i)“All-risk” real and personal property insurance against physical loss or damage to the Improvements and Building Equipment as provided under a “special form” property insurance policy including flood (if the Leased Premises is in a flood zone), windstorm and earthquake coverage in amounts not less than the full replacement cost of the Improvements and Building Equipment. Such policies shall contain a replacement cost endorsement, an agreed amount endorsement (deleting any co-insurance provisions), a law and ordinance endorsement, and shall contain deductibles not more than $25,000 per occurrence;

(ii)Commercial general liability insurance including products liability and business automobile liability insurance (including owned, non-owned and hired automobile liability) and excess liability or umbrella coverage against claims for personal and bodily injury, death or property damage occurring on, in or as a result of the use of the Leased Premises, in an amount not less than $5,000,000 per occurrence/annual aggregate, but not less than $10,000,000 for aviation products liability or such higher amount as may be maintained from time to time, and all other coverage extensions that are usual and customary for properties of this size and type; there shall be severability of interest as though separate policies were issued to each additional insured except with respect to limits of liability;

(iii)Worker’s compensation insurance to the extent required by law covering all persons employed by Tenant in connection with any work done on or about any of the Leased Premises for which claims for death, disease or bodily injury may be asserted against Landlord, Tenant or any of the Leased Premises;

(iv)Comprehensive boiler, machinery and equipment breakdown insurance on any of the Building Equipment or any other machinery or equipment on or in the Leased Premises for full replacement cost;

(v)Business income/interruption insurance to include loss of rents at limits sufficient to cover one hundred percent (100%) of the annual Rent payable to Landlord with a period of indemnity not less than one (1) year from time of loss. Such insurance shall name Landlord as loss payee with respect to Rent payable to or for the benefit of Landlord under this Lease;

(vi)During any period in which substantial Alterations or Improvements at the Leased Premises are being undertaken, builder’s risk insurance covering the total completed value including any “soft costs” with respect to the Improvements being altered or repaired (on a completed value, non-reporting basis), replacement cost of work performed and equipment, supplies and materials furnished in connection with such construction or repair of Improvements or Building Equipment, together with such “soft cost” endorsements and such other endorsements as Landlord may reasonably require and general liability, worker’s compensation and automobile liability insurance with respect to the Improvements being constructed, altered or repaired;

(vii)Breach of warranty coverage as found in a lender’s loss payable endorsement and/or mortgagee’s clause to apply to Landlord so that any violations of the terms, conditions or warranties of any insurance policy by the named insured or others will not invalidate the coverage insofar as the interests of Landlord are concerned; and

(viii)Such other insurance (or other terms with respect to any insurance required pursuant to this Section 16, including amounts of coverage, deductibles, and form of mortgagee clause) as Landlord or Lender may reasonably require, which at the time is usual and commonly obtained in connection with properties similar in type of building size, use and location to the Leased Premises, including, if deemed appropriate by Landlord, terrorism insurance.

(b)The insurance required by Section 16(a) shall be written by companies which have a rating by A. M. Best Company of not less than A-/VII or otherwise reasonably acceptable to Landlord, and are approved to write insurance policies by the State Insurance Department for the State. The insurance policies (i) shall be for such terms and deductibles as Landlord may reasonably approve and (ii) shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. The insurance referred to in Sections 16(a)(i), 16(a)(iv), 16(a)(v), 16(a)(vi), 16(a)(vii), 16(a)(viii), 16(a)(ix), and 16(a)(x) shall name Landlord as owner (and as an additional insured/landlord) and as sole loss payee as its interest may appear (at Landlord’s request, Lender will be named as loss payee and as a mortgagee insured pursuant to a standard non-contributory mortgagee endorsement in favor of, and acceptable to, Landlord and Lender). The insurance referred to in Section 16(a)(ii), 16(a)(vii), 16(a)(viii), 16(a)(ix), and 16(a)(x) shall name Landlord and Lender as additional insureds. If said insurance or any part thereof shall expire, be withdrawn, become void, voidable, unreliable or unsafe for any reason, including a breach of any condition thereof by Tenant or the failure or impairment of the capital of any insurer, or if for any other reason whatsoever said insurance shall become reasonably unsatisfactory to Landlord, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord. All insurance required to be maintained by Tenant under Section 16(a) shall be primary to, and non-contributing with, any insurance maintained by Landlord.

(c)Each policy required by any provision of Section 16(a), except clause (iii) thereof, shall provide that it may not be cancelled or modified except after thirty (30) days’ prior notice to Landlord and Lender. Each such policy shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of any of the Leased Premises for purposes more hazardous than those permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of the Mortgage, Note, Assignment or other document evidencing or securing the Loan upon the happening of an event of default therein or (iv) any change in title to or ownership of any of the Leased Premises.

(d)Tenant shall pay as they become due all premiums (and deductibles) for the insurance required by Section 16(a), shall renew or replace each policy and deliver to Landlord evidence of the payment of the full premium therefor or installments due prior to the due dates thereof, and in no event later than ten (10) days prior to the expiration date or cancellation (for nonpayment) of such policy. Landlord shall have the option, but never the responsibility, to make premium payments. Landlord shall not be responsible for warranties or representations to underwriters. Prior to the Commencement Date, Tenant shall deliver to Landlord a certificate of insurance evidencing all insurance coverages required to be maintained by Tenant hereunder, together with an endorsement(s) adding Landlord and Lender as additional insureds thereunder. Tenant shall promptly forward to Landlord copies of all original policies and endorsements upon Tenant’s receipt thereof.

(e)Any insurance which Tenant is required to obtain pursuant to Section 16(a) may be carried under a “blanket” or umbrella policy or policies covering other properties or liabilities of Tenant, provided that such “blanket” or umbrella policy or policies otherwise comply with the provisions of this Section 16 and provided, further, that Tenant shall provide to Landlord a statement of values which shall be reviewed annually and amended as necessary based on replacement cost valuations. The original or a certified copy of each such “blanket” or umbrella policy shall promptly be delivered to Landlord upon request.

(f)Tenant shall promptly comply with and conform to (i) all provisions of each insurance policy required by this Section 16 and (ii) all requirements of the insurers thereunder applicable to Landlord, Tenant or any of the Leased Premises or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of any of the Leased Premises, even if such compliance necessitates Alterations or results in interference with the use or enjoyment of any of the Leased Premises.

(g)Tenant shall not carry separate insurance concurrent in form or contributing in the event of a Casualty with that required in this Section 16 unless (i) Landlord and Lender are included therein as additional insureds, with loss payable as provided herein, and (ii) such separate insurance complies with the other provisions of this Section 16. Tenant shall immediately notify Landlord of such separate insurance and shall deliver to Landlord certificates of such insurance and, if requested, the original policies thereof.

(h)All policies shall contain full waivers of subrogation against Landlord. Additionally, the policy limits for all policies required to be maintained by Tenant hereunder shall not in any way affect or limit Tenant’s indemnification, defense, release and hold harmless obligations set forth in this Lease.

(i)The per occurrence and annual aggregate limits for all insurance required to be maintained by Tenant hereunder may be increased by Landlord from time to time to reflect current market conditions (not more frequently than once every five years) or to meet Lender requirements.

(j)Tenant shall provide Landlord with acceptable forms of evidence of the insurance required by Section 16(a) containing the original signature of the insurance underwriter or a duly authorized agent or broker prior to the closing/funding and prior to the termination, cessation or replacement of coverage thereafter throughout the term of the agreement.

(k)Tenant agrees that the insurance maintained by Tenant does not release Tenant from liability as contained within the terms of this Lease, and that Landlord is under no obligation or duty to ascertain the existence or adequacy of insurance. Tenant shall do nothing to interrupt or disallow any insurance required under the terms of this Lease. All insurance maintained by Tenant shall be underwritten with insurers or reinsurers, if applicable, acceptable to Landlord.

17.Casualty and Condemnation: Claims.

(a)If any Casualty to the Leased Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to negotiate all claims under any of the insurance policies required by Section 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver all necessary proofs of loss, receipts, vouchers and releases required by the insurers, and Landlord shall have the right to join with Tenant therein, so long as Tenant provides Landlord with copies of all correspondence to and from the insurance carrier or its representative. Any final adjustment, settlement or compromise of any such claim shall, however, be subject to the prior written approval of Landlord, which shall not be unreasonably withheld or delayed, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Section 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides.

(b)Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to negotiate the amount of any Net Award and Landlord shall have the right to join with Tenant herein (so long as Tenant provides Landlord with copies of all correspondence to and from the condemning authority or its representative). Any final adjustment, settlement or compromise of any such Net Award shall, however, be subject to the prior written approval of Landlord, which shall not be unreasonably withheld or delayed, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise relating to a Net Award. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or negotiations under threat thereof or to contest the Condemnation or the amount of the Net Award therefor. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Subject to the provisions of this Section 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder (including bonus value) or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s Trade Fixtures, equipment or other tangible property which is not part of the Building Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Section 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides.

    18.Casualty and Condemnation: Restoration. If any Casualty (whether or not insured against) or Condemnation shall occur, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations. Promptly after such Casualty or Condemnation, Tenant, as required in Sections 12(a) and 13(b), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). So long as no Event of Default exists, any Net Award up to and including $50,000 shall be paid by Landlord to Tenant and Tenant shall restore the Leased Premises in accordance with the requirements of Sections 12(a) and 13(b) of this Lease. Any Net Award in excess of $50,000 shall be made available by Landlord (or Lender, if required by the terms of any Mortgage) to Tenant for the restoration of any of the Leased Premises pursuant to and in accordance with the provisions of Section 19 hereof.

     19.Restoration Procedures.

(a)Landlord (or Lender if required by any Mortgage) shall hold Net Award in excess of $50,000 in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund only in accordance with the following conditions:

(i)prior to commencement of restoration, (A) the architects, contracts, contractors, plans and specifications for the restoration shall have been approved by Landlord, (B) Landlord and Lender shall be provided with mechanics’ lien insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Landlord, and name Landlord and Lender as additional dual obligees, and (C) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed;

(ii)at the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s liens shall have been filed against any of the Leased Premises and remain undischarged;

(iii)disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence, including architects’ certificates, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (B) waivers of liens, (C) contractors’ and subcontractors’ sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (E) other evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims;

(iv)each request for disbursement shall be accompanied by a certificate of Tenant, signed by the president or a vice president of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease;

(v)Landlord may retain ten percent (10%) of the restoration fund until the restoration is fully completed, including all “punch list” items;

(vi)if the Restoration Fund is held by Landlord, the Restoration Fund shall not be commingled with Landlord’s other funds and shall bear interest at a rate agreed to by Landlord and Tenant; and

(vii)such other reasonable conditions as Landlord or Lender may impose.

(b)Prior to commencement of restoration and at any time during restoration, if the estimated cost of completing the restoration work free and clear of all liens, as determined by Landlord, exceeds the amount of the Net Award available for such restoration, the amount of such excess shall, upon demand by Landlord, be paid by Tenant to Landlord to be added to the Restoration Fund. Any sum so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of restoration, the Net Award shall be deemed to be disbursed prior to any amount added by Tenant.

(c)If any sum remains in the Restoration Fund after completion of the restoration and any refund to Tenant pursuant to Section 19(b), such sum shall be retained by Landlord.

   20. Assignment and Subletting; Prohibition against Leasehold Financing.

(a)Without the prior written consent of Landlord, unless guaranteed in writing by Tenant by a written instrument in form and substance satisfactory to Landlord, Tenant may not:

(i)assign, mortgage or pledge this Lease, voluntarily or involuntarily, whether by operation of law or otherwise, except to Tenant’s Affiliates; or

(ii)sublet any of the Leased Premises at any time to any other Person.

Any such purported assignment or sublease in violation of this Section 20(a) shall be null and void. Whether or not Landlord consents to any proposed assignment, mortgage, sublease or other transfer, Tenant shall, within ten (10) days after request in writing by Landlord, reimburse Landlord for all Costs and expenses incurred by Landlord in connection with its review thereof.

(b)If Tenant assigns all its rights and interest under this Lease with Landlord’s consent, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or contingent, including obligations of Tenant which may have arisen on or prior to the date of such assignment, by a written instrument delivered to Landlord at the time of such assignment. Each sublease of any of the Leased Premises shall be subject and subordinate to the provisions of this Lease. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. No assignment or sublease shall impose any additional obligations on Landlord under this Lease.

(c)Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease consented to by Landlord, deliver a duplicate original copy thereof to Landlord which, in the event of an assignment, shall be in recordable form.

(d)As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases (the “Subleases”) now in existence or hereinafter entered into for any or all of the Leased Premises, any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Landlord hereby grants to Tenant a license to collect and enjoy all rents and other sums of money payable under any Sublease of any of the Leased Premises, provided, however, that Landlord shall have the absolute right at any time during the continuance of an Event of Default upon notice to Tenant and any subtenants to revoke said license and to collect such rents and sums of money and to apply the same to installments of Interim Rent or Minimum Rent next due and owing. Tenant shall not accept any rents under any Sublease more than thirty (30) days in advance of the accrual thereof nor do nor permit anything to be done, the doing of which, nor omit or refrain from doing anything, the omission of which, will or could be a breach of or default in the terms of any of the Subleases.

              21.Sales by Landlord; Right of First Refusal.

(a)Landlord may sell or transfer any of the Initial Premises or the Additional Premises at any time to any third party (each, a “Third Party Purchaser”); provided, however, that prior to any such sale or transfer, Landlord shall give notice to Tenant of the terms offered by the Third Party Purchaser (the “Third Party Offer”) and offer to sell or transfer such property or properties to Tenant on the same terms and conditions as are set forth in the Third Party Offer. Tenant shall then have ten (10) days after receipt of Landlord’s offer to either accept or reject such offer in writing. If Tenant does not accept or reject such offer within such period of ten (10) days, then Tenant will be deemed to have rejected Landlord’s offer, and Landlord shall be free to sell such property or properties to such Third Party Purchaser or to any other Person on terms no less favorable to Landlord than those set forth in the Third Party Offer at any time within one hundred eighty (180) days after Tenant’s rejection of Landlord’s offer. It is a condition to Tenant’s right of first refusal that (a) no Event of Default shall have occurred or be continuing as of the date on which Landlord receives the Third Party Offer which shall trigger such right of first refusal, and (b) no Event of Default shall have occurred or be continuing as of the date on which Tenant seeks to exercise a right of first refusal by accepting Landlord’s offer to sell or transfer such property or properties to Tenant.

(b)In the event of any such transfer to a Third Party Purchaser, Tenant shall attorn to such Third Party Purchaser as Landlord, provided such Third Party Purchaser or Landlord has notified Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord or the Third Party Purchaser may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. Whenever Landlord transfers its interest in the Leased Premises (whether to a Third Party Purchaser or an Affiliate or subsidiary of Landlord), Landlord shall be automatically released from further performance under this Lease and from all further liabilities and expenses hereunder, provided the transferee of Landlord’s interest assumes all liabilities and obligations of Landlord hereunder from the date of such transfer.

22.Events of Default. The occurrence of any one or more of the following (after expiration of any applicable cure period as provided in Section 22) shall, at the sole option of Landlord, constitute an “Event of Default” under this Lease:

(a)Tenant shall fail to pay any Interim Rent or Minimum Rent as and when the same becomes due, and such failure continues for five (5) days after Landlord gives written notice thereof to Tenant, provided that if Tenant is more than five (5) days late in the payment of Interim Rent or Minimum Rent in any twelve (12) consecutive months period, only one notice need be given by Landlord during such twelve (12) consecutive months and any subsequent failure to pay Interim Rent or Minimum Rent on or before its due date within such twelve (12) consecutive months shall constitute an Even of Default after five (5) days without notice;

(b)Tenant shall fail to pay any Additional Rent or any other Monetary Obligation as and when the same becomes due and payable and such failure continues for more than five (5) days after Landlord gives written notice thereof to Tenant;

(c)a default occurs under Section 20;

(d)Tenant shall fail to perform and observe, or there shall occur a violation or breach of, any other provision hereof, not otherwise specifically mentioned in this Section 22 as and when such performance or observance is due and such failure, violation or breach continues for more than thirty (30) days after Landlord gives written notice thereof to Tenant; provided, however, that if such failure, violation or breach is not reasonably susceptible to cure within such period of thirty (30) days, an Event of Default shall not exist as long as Tenant commences with due diligence and dispatch the curing of such failure, violation or breach within such period of thirty (30 days and thereafter prosecutes with diligence and dispatch and completes the curing of such failure, violation or breach within a reasonable time not to exceed one hundred eighty (180) days;

(e)any representation or warranty made by Tenant herein or in any certificate, demand or request made pursuant hereto proves to be incorrect, now or hereafter, in any material respect;

(f)a default beyond any applicable cure period or at maturity by Tenant in any payment of principal or interest on any obligations for borrowed money having an original principal balance of $10,000,000 or more in the aggregate, or in the performance of any other provision contained in any instrument under which any such obligation is created or secured (including the breach of any covenant thereunder), (x) if such payment is a payment at maturity or a final payment, or (y) if an effect of such default is to cause, or permit any Person to cause, such obligation to become due prior to its stated maturity;

(g)a default by Tenant beyond any applicable cure period in the payment of rent under, or in the performance of any other material provision of, any other lease or leases that have, in the aggregate, rental obligations over the terms thereof of $500,000 or more if the landlord under any such lease or leases commences to exercise its remedies thereunder;

(h)a final, non-appealable judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate shall be rendered against Tenant and the same shall remain undischarged for a period of sixty (60) consecutive days;

(i)Tenant shall (A) file, or consent by answer or otherwise to the filing against Tenant of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, (B) make a general assignment for the benefit of creditors, (C) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers for itself or for any substantial part of the Leased Premises, (D) be unable to pay its debts as they mature or shall admit in writing its inability to pay its debts when due, or (E) take action for the purpose of any of the foregoing;

(j)a court or governmental authority shall enter an order, judgment or decree (A) appointing, without the consent of Tenant, a custodian, receiver, trustee or other officer with similar powers with respect to Tenant or any substantial part of the Leased Premises, (B) constituting an order for relief or approving a petition for relief or reorganization or arrangement or any other petition in bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, or (C) ordering the dissolution, winding-up or liquidation of Tenant; and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered;

(k)Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;

(l)the estate or interest of Tenant in any of the Leased Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within sixty (60) days after it is made;

(m)Tenant shall fail to convey the Additional Properties to Landlord on or before January 31, 2007in accordance with the terms of the Purchase Agreement;

(n)Tenant shall fail to perform or observe, or there shall occur a violation or breach of, or a misrepresentation by Tenant under, any provision of any agreement or any other document between Tenant and Lender, if such failure, violation, breach or misrepresentation gives rise to a default beyond any applicable cure period with respect to any Loan;

(o)Guarantor shall engage, enter into, or publicly announce a Corporate Control Event, unless each of the following conditions precedent is satisfied (a “Permitted Transfer”):

(i)the successor to or transferee of Tenant of Guarantor (the “Transferee”) has a tangible net worth computed in accordance with GAAP consistently applied at least equal to the tangible net worth of Guarantor immediately prior to such Corporate Control Event, and satisfies the Corporate Control Criteria;

(ii)proof reasonably satisfactory to Landlord of such required net worth and satisfaction of the Corporate Control Criteria shall have been delivered to Landlord at least twenty (20) days prior to the effective date of any such Corporate Control Event;

(iii)the Transferee agrees directly with Landlord, by written instrument in form and substance reasonably satisfactory to Landlord, to be bound by all of the obligations and liabilities of Tenant under this lease or Guarantor under the Lease Guaranty, as the case may be;

(iv)in no event shall the originally named Tenant or Guarantor (or the entity into which Tenant or Guarantor is merged or consolidated) be released from its obligations under the Lease or the Lease Guaranty, as the case may be;

(v)any such transfer or transaction is for a legitimate, regular business purpose of Tenant or Guarantor and the Transferee, other than the direct or indirect transfer of Tenant’s interest in this Lease;

(vi)no Event of Default then exists or will exist immediately after giving effect to such Corporate Control Event; or

(p)a default, event of default or breach of any term or provision by Tenant (or an Affiliate of Tenant) under any agreement or document between Tenant (or an Affiliate of Tenant) and Landlord (or an Affiliate of Landlord); and

(q)an “Event of Default” as such term is defined in the Lease Guaranty.

23.Remedies and Damages Upon Default

(a)If an Event of Default shall have occurred and is continuing, Landlord shall have the right, at its sole option, then or at any time thereafter, to exercise its remedies and to collect damages from Tenant in accordance with this Section 23, subject in all events to applicable Law, without demand upon or notice to Tenant except as otherwise provided in Section 22 and this Section 23.

(i)Landlord may give Tenant notice of Landlord’s intention to terminate this Lease on a date specified in such notice and upon such date, this Lease, the estate hereby granted and all rights of Tenant hereunder shall expire and terminate. Upon such termination, Tenant shall immediately surrender and deliver possession of the Leased Premises to Landlord in accordance with Section 26. If Tenant does not so surrender and deliver possession of all of the Leased Premises, Landlord may re-enter and repossess any of the Leased Premises not surrendered, with legal process, by summary proceedings, ejectment or any other lawful means or procedure. Upon or at any time after taking possession of any of the Leased Premises, Landlord may, by peaceable means or legal process, remove any Persons or property therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. Notwithstanding such entry or repossession, Landlord may collect the damages set forth in Section 23(b).

(ii)After repossession of any of the Leased Premises, Landlord shall have the right to relet any of the Leased Premises to such tenant or tenants, for such term or terms, for such rent, on such conditions and for such uses as Landlord in its sole discretion may determine, and collect and receive any rents payable by reason of such reletting. Landlord may make such Alterations in connection with such reletting as it may deem advisable in its sole discretion. Notwithstanding any such reletting, Landlord may collect the damages set forth in Section 23(b).

(iii) Landlord may declare by notice to Tenant the entire Interim Rent or Minimum Rent (in the amount of Interim Rent or Minimum Rent then in effect) for the remainder of the then current Term to be immediately due and payable. Tenant shall immediately pay to Landlord all such Interim Rent or Minimum Rent discounted to its Present Value, all accrued Rent then due and unpaid, all other Monetary Obligations which are then due and unpaid and all Monetary Obligations which arise or become due by reason of such Event of Default (including any Costs of Landlord). Upon receipt by Landlord of all such accelerated Interim Rent or Minimum Rent and Monetary Obligations, this Lease shall remain in full force and effect and Tenant shall have the right to possession of the Leased Premises from the date of such receipt by Landlord to the end of the Term, and subject to all the provisions of this Lease, including the obligation to pay all increases in Interim Rent or Minimum Rent and all Monetary Obligations that subsequently become due, except that (A) no Interim Rent or Minimum Rent which has been prepaid hereunder shall be due thereafter during the said Term, (B) Tenant shall have no option to extend or renew the Term.

(b)The following constitute damages to which Landlord shall be entitled if Landlord exercises its remedies under Section 23(a)(i) or 23(a)(ii):

(i)If Landlord exercises its remedy under Section 23(a)(i) but not its remedy under Section 23(a)(ii) (or attempts to exercise such remedy under Section 23(a)(ii) and is unsuccessful in reletting the Leased Premises) then, upon written demand from Landlord, Tenant shall pay to Landlord, as liquidated and agreed final damages for Tenant’s default and in lieu of all current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), and not as a penalty, an amount equal to the Present Value of all Interim Rent or Minimum Rent from the date of such demand to the date on which the Term is scheduled to expire hereunder in the absence of any earlier termination, re-entry or repossession. Tenant shall also pay to Landlord all of Landlord’s Costs in connection with the repossession of the Leased Premises and any attempted reletting thereof, including all brokerage commissions, legal expenses, reasonable attorneys’ fees, employees’ expenses, costs of Alterations and expenses and preparation for reletting.

(ii)If Landlord exercises its remedy under Section 23(a)(ii), then Tenant shall, until the end of what would have been the Term in the absence of the termination of the Lease, and whether or not any of the Leased Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, on the date on which the same are due and payable under the terms of this Lease all Monetary Obligations which would be payable under this Lease by Tenant in the absence of such termination less the net proceeds, if any, of any reletting pursuant to Section 23(a)(ii), after deducting from such proceeds all of Landlord’s Costs (including the items listed in the last sentence of Section 23(b)(i) hereof) incurred in connection with such repossessing and reletting; provided that if Landlord has not relet the Leased Premises, such Costs of Landlord shall be considered to be Monetary Obligations payable by Tenant. Landlord shall also be entitled to recover from Tenant as damages for loss of the bargain, and not as a penalty, an amount equal to the sum of (1) the Present Value of the excess, if any, of (a) all Interim Rent and Minimum Rent payable under this Lease from the date of termination, reentry or repossession, as the case may be, over (b) the greater of (x) amount of the base rent obtained by Landlord after reletting the Leased Premises, or (y) the Fair Rental Value of the Leased Premises, plus (2) all of Landlord’s Costs (including the items listed in the last sentence of Section 23(b)(i) hereof). As used herein the “Fair Rental Value” of the Leased Premises means an amount equal to the fair market rental value of the Leased Premises considered as unencumbered by this Lease and available for the highest and best use that may be made thereof. Tenant shall be and remain liable for all sums aforesaid, and Landlord may recover such damages from Tenant and institute and maintain successive actions or legal proceedings against Tenant for the recovery of such damages. Nothing herein contained shall be deemed to require Landlord to wait to begin such action or other legal proceedings until the date when the Term would have expired by its own terms had there been no such Event of Default.

(c)Notwithstanding anything to the contrary herein contained, in lieu of or in addition to any of the foregoing remedies and damages, Landlord may exercise any remedies and collect any damages available to it at law or in equity. If Landlord is unable to obtain full satisfaction pursuant to the exercise of any remedy, it may pursue any other remedy which it has hereunder or at law or in equity, it being understood that the remedies set forth herein are not exclusive and are cumulative in addition to any remedies allowed now or after the date hereof by applicable law.

(d)Landlord shall not be required to mitigate any of its damages hereunder. If any Law shall validly limit the amount of any damages provided for herein to an amount which is less than the amount agreed to herein, Landlord shall be entitled to the maximum amount available under such Law.

(e)No termination of this Lease, repossession or reletting of the Leased Premises, exercise of any remedy or collection of any damages pursuant to this Section 23 shall relieve Tenant of any Surviving Obligations.

(f)THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR THE COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY (INCLUDING ANY ACTION TO RESCIND OR CANCEL THIS LEASE AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE UNDERSIGNED TO EXECUTE THIS LEASE.

(g)Upon the occurrence of any Event of Default, Landlord shall have the right (but no obligation) to perform any act required of Tenant hereunder and, if performance of such act requires that Landlord enter the Leased Premises, Landlord may enter the Leased Premises for such purpose. Any such payment or performance by Landlord of Tenant’s obligations under this Lease shall be on Tenant’s account and at Tenant’s sole cost and expense, and as Additional Rent hereunder.

(h)No failure of Landlord (i) to insist at any time upon the strict performance of any provision of this Lease or (ii) to exercise any option, right, power or remedy contained in this Lease shall be construed as a waiver, modification or relinquishment thereof. A receipt by Landlord of any sum in satisfaction of any Monetary Obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in a writing signed by Landlord.

(i)Tenant hereby waives and surrenders, for itself and all those claiming under it, including creditors of all kinds, (i) any right and privilege which it or any of them may have under any present or future Law to redeem any of the Leased Premises or to have a continuance of this Lease after termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court order or any provision hereof, and (ii) the benefits of any present or future Law which exempts property from liability for debt or for distress for rent. Tenant hereby expressly waives the service of notice of intention to re-enter provided for in any statute now or hereafter in force, or to institute legal proceedings to that end, and also waives any and all right of redemption provided for in any statute now or hereafter in force in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. The terms “enter”, “re-enter”, “entry” or “re-entry”, as used in this Lease, are not restricted to their technical legal meanings.

(j)Except as otherwise provided herein, all remedies are cumulative and concurrent and no remedy is exclusive of any other remedy. Each remedy may be exercised at any time an Event of Default has occurred and is continuing and may be exercised from time to time. No remedy shall be exhausted by any exercise thereof.

(k)Tenant shall pay all of Landlord’s legal costs, expenses and reasonable attorneys’ fees, expert fees and consultant fees in exercising any of Landlord’s rights and remedies against Tenant, whether set forth herein or at law or equity.

(l)If Landlord elects to terminate this Lease on account of any Event of Default on the part of Tenant, then Landlord may: (i) terminate any sublease, license, concession, or other consensual arrangement for possession entered into by Tenant and affecting any of the Leased Premises; or (ii) choose to succeed to Tenant’s interest in such arrangement. No payment by a subtenant with respect to a sublease shall entitle such subtenant to possession of the Leased Premises after termination of this Lease and Landlord’s election to terminate the sublease by the subtenant. If Landlord elects to succeed to Tenant’s interest in such arrangement, then Tenant shall, as of the date of notice given by Landlord to Tenant of such election, have no further right to, or interest in, any rent or other consideration receivable under that arrangement.

24.Notices. All notices, demands, requests, consents, approvals, offers, statements and other instruments or communications required or permitted to be given pursuant to the provisions of this Lease shall be in writing and shall be deemed to have been given and received for all purposes when delivered in person or by Federal Express or other reliable 24-hour delivery service or five (5) business days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at its address stated above or when delivery is refused. A copy of any notice given by Tenant to the originally named Landlord shall simultaneously be given by Tenant to Reed Smith LLP, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219, Attn: Chairman Real Estate Department, and to CIT Capital USA Inc., 505 Fifth Avenue, New York, New York 10017, Attn: General Counsel. For the purposes of this Section, any party may substitute another address stated above (or substituted by a previous notice) for its address by giving fifteen (15) days’ notice of the new address to the other party, in the manner provided above.

25.Estoppel Certificate. At any time upon not less than ten (10) days’ prior written request by either Landlord or Tenant (the “Requesting Party”) to the other party (the “Responding Party”), the Responding Party shall deliver to the Requesting Party a statement in writing, executed by an authorized officer of the Responding Party, certifying (a) that, except as otherwise specified, this Lease is unmodified and in full force and effect, (b) the dates to which Interim Rent, Minimum Rent, Additional Rent and all other Monetary Obligations have been paid, (c) that, to the knowledge of the signer of such certificate and except as otherwise specified, no default by either Landlord or Tenant exists hereunder, (d) such other matters as the Requesting Party may reasonably request, and (e) if Tenant is the Responding Party that, except as otherwise specified, there are no proceedings pending or, to the knowledge of the signer, threatened, against Tenant before or by any court or administrative agency which, if adversely decided, would materially and adversely affect the financial condition and operations of Tenant. Any such statements by the Responding Party may be relied upon by the Requesting Party, any Person whom the Requesting Party notifies the Responding Party in its request for the Certificate is an intended recipient or beneficiary of the Certificate, any Lender or their assignees and by any prospective purchase or mortgagee of any of the Leased Premises. Any certificate required under this Section 25 and delivered by Tenant shall state that, in the opinion of each person signing the same, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to the subject matter of such certificate, and shall briefly state the nature of such examination or investigation. In addition to the rights of Landlord and Tenant to obtain estoppel certificates, Tenant shall, upon Lender’s request at any time, and from time to time during the existence of the Loan, and upon any foreclosure of the Loan or transfer in lieu thereof, deliver to Lender an estoppel certificate executed by Tenant, which Tenant shall provide in the same manner and with the same content and effect as estoppel certificates to be delivered by Tenant to Landlord, except that the estoppel certificate to Lender shall include such additional information as Lender may reasonably request.

26.Surrender. Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave and surrender the Leased Premises to Landlord in the same condition in which the Leased Premises was at the commencement of this Lease, except as repaired, rebuilt, restored, altered, replaced or added to as permitted or required by any provision of this Lease, and except for ordinary wear and tear. Upon such surrender, Tenant shall (a) remove from the Leased Premises all personal property, Trade Fixtures and equipment (other than the Building Equipment) which is owned by Tenant or third parties other than Landlord and (b) repair any damage caused by such removal. The personal property, Trade Fixtures and equipment not so removed shall become the property of Landlord. Landlord may thereafter cause such property to be removed from the Leased Premises. The cost of removing and disposing of such property and repairing any damage to any of the Leased Premises caused by such removal shall be paid by Tenant to Landlord upon demand. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any such property which becomes the property of Landlord pursuant to this Section 26. If Tenant holds over in possession after the expiration of the Term, then such holding over shall not be deemed to extend the Term or renew this Lease, but rather the tenancy thereafter shall continue as a tenancy at sufferance pursuant to the terms and conditions herein contained, at one hundred fifty percent (150%) of the Interim Rent or Minimum Rent in effect on the date of such expiration (plus the requirement that Tenant pay to Landlord all Additional Rent); and Tenant shall indemnify, defend, protect (with counsel selected by Landlord) and hold Landlord and all Indemnitees wholly free and harmless of, from and against any and all damages, losses, costs, expenses and claims arising therefrom, including reasonable attorneys’ fees and costs. This Section 26 shall survive expiration, termination or rejection in bankruptcy of the Lease.

27.No Merger of Title. There shall be no merger of the leasehold estate created by this Lease with the fee estate in any of the Leased Premises by reason of the fact that the same Person may acquire or hold or own, directly or indirectly, (a) the leasehold estate created hereby or any part thereof or interest therein and (b) the fee estate in any of the Leased Premises or any part thereof or interest therein, unless and until all Persons having any interest in the interests described in (a) and (b) above which are sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

28.Books and Records.

(a)Tenant shall keep adequate records and books of account with respect to the finances and business of Tenant generally and with respect to the Leased Premises, in accordance with GAAP consistently applied, and shall permit Landlord and Lender by their respective agents, accountants and attorneys, upon three (3) business days’ prior written notice to Tenant, to visit and inspect the Leased Premises and examine (and make copies of) the records and books of account and to discuss the finances and business with the officers of Tenant, at such reasonable times as may be requested by Landlord; provided, however, that Landlord shall not make such request more than once during any consecutive twelve-month period. Upon the request of Lender or Landlord (either telephonically or in writing), Tenant shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit.

(b)Tenant shall deliver to Landlord and to Lender within ninety (90) days of the close of each fiscal year, annual audited financial statements of Tenant prepared by a nationally recognized firm of independent certified public accountants. Tenant shall also furnish to Landlord within forty-five (45) days after the end of each of the three first calendar quarters in each calendar year unaudited financial statements and all other quarterly reports of Tenant, certified by, respectively, Tenant’s chief financial officer. All financial statements of Tenant shall be prepared in accordance with GAAP consistently applied. All annual financial statements shall be accompanied by an opinion of said accountants stating that (A) there are no qualifications as to the scope of the audit and (B) the audit was performed in accordance with GAAP.

(c)All financial statements required under this Section 28 shall be accompanied by the certification of the president or a vice president of Tenant in the form attached hereto as Exhibit H, dated within five (5) days of the delivery of such statement, stating that (A) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Tenant has taken or proposes to take with respect thereto and (B) except as otherwise specified in such affidavit, that Tenant has fulfilled all of its obligations under this Lease which are required to be fulfilled on or prior to the date of such affidavit.

29.Non-Recourse as to Landlord. Anything contained herein to the contrary notwithstanding, any claim based on or in respect of any liability of Landlord under this Lease shall be enforced only against the Leased Premises and not against any other assets, properties or funds of (i) Landlord, (ii) Landlord’s members, and any entity controlling, controlled by, or in common control of Landlord or Landlord’s members, any director, officer, general partner, shareholder, limited partner, beneficiary, employee, consultant, contractor or agent of Landlord or any general partner of Landlord or any of its general partners (or any legal representative, heir, estate, successor or assign of any thereof), (iii) any predecessor or successor limited liability company, partnership or corporation (or other entity) of Landlord or any of its members, managers, general partners, shareholders, officers, directors, employees or agents, either directly or through Landlord or its general partners, shareholders, officers, directors, employees or agents or any predecessor or successor partnership or corporation (or other entity), (iv) any Lender, and any lender to a Person holding an interest in Landlord, (v) any Person affiliated with any of the foregoing, or any director, officer, employee or agent of any thereof; or (vi) the heirs, successors, personal representatives and assigns of any of the foregoing.

30.Financing. If Landlord desires to obtain a Loan, Tenant shall, upon request of Landlord, supply any such Lender with such notices and information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall execute a non-disturbance and attornment agreement, which may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord, (b) Lender and its assigns will not be subject to any counterclaim, demand or offset which Tenant may have against Landlord, (c) Lender and its assigns will not be bound by any amendment to this Lease not consented to in writing by Landlord, and (d) Landlord has assigned its interest in the Lease to Lender and no consent or approval of Landlord pursuant to this Lease shall be effective without Lender’s consent.

31.Subordination. This Lease, any memorandum of this Lease and Tenant’s interest hereunder shall be subordinate to any Mortgage or other security instrument presently recorded or hereafter placed upon the Leased Premises by Landlord, and to any and all advances made or to be made thereunder, to the interest thereon, and all renewals, replacements and extensions thereof; provided, however, that such Mortgage or other security instrument (or a separate contemporaneous or subsequent instrument in recordable form duly executed by Lender and delivered to Tenant) shall include commercially reasonable subordination, non-disturbance and attornment provisions (“SNDA Provisions”), which Tenant will execute and deliver, without cost to Landlord or Lender. Such SNDA Provisions may provide, among other matters, that if any foreclosure proceedings are initiated by Lender or a deed in lieu is granted (or if any ground lease is terminated), Tenant agrees, upon written request of any such holder or any purchaser at foreclosure sale, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment, provided such Lender or purchaser at a foreclosure sale shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant does not default and fail to cure within the time permitted hereunder. The SNDA Provisions shall also include such other provisions as may be commercially reasonably requested by Lender. However, in the event of attornment, Lender shall not be: (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant might have against Landlord (prior to such Lender becoming Landlord under such attornment), or(ii) liable for any security deposit or bound by any prepaid Rent not actually received by Lender. The SNDA provisions may also include provisions set forth in the last sentence of Section 30 of this Lease.

32.Tax Treatment; Reporting. Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Building Equipment and Tenant as the lessee of such Leased Premises and Building Equipment including: (1) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Code with respect to the Leased Premises and Building Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.

33.Miscellaneous.

(a)The Section headings in this Lease are used only for convenience in finding the subject matters and are not part of this Lease or to be used in determining the intent of the parties or otherwise interpreting this Lease.

(b)As used in this Lease, the singular shall include the plural and any gender shall include all genders as the context requires and the following words and phrases shall have the following meanings: (i) “including” shall mean “including without limitation”; (ii) “provisions” shall mean “provisions, terms, agreements, covenants and/or conditions”; (iii) “lien” shall mean “lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust”; (iv) “obligation” shall mean “obligation, duty, agreement, liability, covenant and/or condition”; (v) “any of the Leased Premises” shall mean “the Leased Premises or any part thereof or interest therein”; (vi) “any of the Land” shall mean “the Land or any part thereof or interest therein”; (vii) “any of the Improvements” shall mean “the Improvements or any part thereof or interest therein”; and (viii) “any of the Building Equipment” shall mean “the Building Equipment or any part thereof or interest therein”.

(c)Any act which Landlord is permitted to perform under this Lease may be performed at any time and from time to time by Landlord or any person or entity designated by Landlord. Each appointment of Landlord as attorney-in-fact for Tenant hereunder is irrevocable and coupled with an interest. Except as otherwise specifically provided herein, Landlord shall not unreasonably withhold or delay its consent whenever such consent is required under this Lease, except that with respect to any assignment of this Lease or subletting of the Leased Premises not expressly permitted by the terms of this Lease. Time is of the essence with respect to the performance by Tenant of all of its obligations under this Lease.

(d)Landlord shall in no event be construed for any purpose to be a partner, joint venturer or associate of Tenant or of any subtenant, operator, concessionaire or licensee of Tenant with respect to any of the Leased Premises or otherwise in the conduct of their respective businesses.

(e)This Lease and any documents which may be executed by Tenant on or about the effective date hereof at Landlord’s request constitute the entire agreement between the parties and supersede all prior understandings and agreements, whether written or oral, between the parties hereto relating to the Leased Premises and the transactions provided for herein. Landlord and Tenant are business entities having substantial experience with the subject matter of this Lease and have each fully participated in the negotiation and drafting of this Lease. Accordingly, this Lease shall be construed without regard to the rule that ambiguities in a document are to be construed against the drafter.

(f)This Lease may be modified, amended, discharged or waived only by an agreement in writing signed by the party against whom enforcement of any such modification, amendment, discharge or waiver is sought.

(g)Subject to the terms and provisions of Section 20 hereof, the covenants of this Lease shall run with the land and bind Tenant, its successors and assigns and all present and subsequent encumbrancers and subtenants of any of the Leased Premises, and shall inure to the benefit of Landlord, its successors and assigns. If there is more than one Tenant, the obligations of each shall be joint and several.

(h)If any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(i)This Lease shall be governed by and construed and enforced in accordance with the Laws of the State.

(j)Except as otherwise expressly stated in this Lease, any consent or approval required to be obtained from Landlord may be granted by Landlord in its sole discretion. In any instance in which Landlord agrees not to act unreasonably, Tenant hereby waives any claim for damages against or liability of Landlord which is based upon a claim that Landlord has unreasonably withheld or unreasonably delayed any consent or approval requested by Tenant, and Tenant agrees that its sole remedy shall be an action for declaratory judgment. If with respect to any required consent or approval Landlord is required by the express provisions of this Lease not to unreasonably withhold or delay its consent or approval, and if it is determined in any such proceeding referred to in the preceding sentence that Landlord acted unreasonably, the requested consent or approval shall be deemed to have been granted; however, Landlord shall have no liability whatsoever to Tenant for its refusal or failure to give such consent or approval. Tenant’s sole remedy for Landlord’s unreasonably withholding or delaying, consent or approval shall be as provided in this Section.

(k)Landlord and Tenant each represents to the other that no broker has been involved in this Lease. Landlord and Tenant agree that if any claim for brokerage commissions are ever made against Landlord or Tenant in connection with this Lease, all claims shall be handled and paid by the party whose actions or alleged commitments form the basis of such claim.

(l)This Lease may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Lease Agreement is executed as of the day and year first above written.

LANDLORD:

CIT CRE LLC, a Delaware limited liability company

By:

Title:

TENANT:

LEONARD’S METAL, INC., a Missouri corporation

By:

Title:

[Signature Page to Lease Agreement]

EXHIBIT A

INITIAL PREMISES

Address	City	State
3600 Mueller Road	St. Charles	Missouri

[attach legal description]

EXHIBIT B

ADDITIONAL PREMISES

Address	City	State
2629 Esthner Court	Wichita	Kansas
3030 No. Hwy. 94	St. Charles	Missouri
2104 North 170th East Ave.	Tulsa	Oklahoma

[attach legal descriptions]

EXHIBIT C

BUILDING EQUIPMENT

All fixtures, machinery, apparatus, equipment, fittings and appliances of every kind and nature whatsoever now or hereafter affixed or attached to or installed in any of the Leased Premises (except as hereafter provided), including all electrical, anti-pollution, heating, lighting (including hanging fluorescent lighting), incinerating, power, air cooling, air conditioning, humidification, sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and ventilating systems, devices and machinery and all engines, pipes, pumps, tanks (including exchange tanks and fuel storage tanks), motors, conduits, ducts, steam circulation coils, blowers, steam lines, compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities, stairwells, fencing (including cyclone fencing), passenger elevators, together with all additions thereto, substitutions therefor and replacements thereof required or permitted by this Lease, but excluding the Trade Fixtures.

EXHIBIT D

MINIMUM RENT ALLOCATION SCHEDULE

[Attach Minimum Rent Schedule]

EXHIBIT E

CERTIFICATION RELATED TO THE USA PATRIOT ACT

The undersigned (“Tenant”) hereby certifies to CIT CRE LLC (“Landlord”) the following:

1.      Tenant maintains a place of business that is located at a fixed address (other than an electronic address or post office box) known as __________________________.

2.      Tenant has no knowledge that it is not in full compliance with laws relating to bribery, corruption, fraud, money laundering and the Foreign Corrupt Practices Act.

3.The names and addresses of Tenant’s Owners (defined hereinafter), officers and directors are accurately reflected on Annex A to this certification. “Owner” means any individual who owns, controls, or has the power to vote more than 5% of any class of Tenant’s stock, or otherwise controls or has the power to control Tenant.

4.      None of said owners, officers or directors appears on any of the following lists maintained by the United States government (“Government Lists”):

(a)The two lists maintained by the United States Department of Commerce (Denied Persons and Entities; the Denied Persons list can be found at www.bxa.doc.gov/DPL/Default.shtm; the Entity List can be found at www.bxa.doc.gov/Entities/Default.htm;

(b)The list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons, which can be found at www.ustreas.gov/ofac/t11sdn.pdf);

(c)Two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties; the State Department List of Terrorists can be found at www.state.gov/s/ct/rls/fs/2001/6531.htm; the List of Debarred Parties can be found at www.pmdtc.org/debar059.htm); and

(d)Any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the rules and regulations of Office of Foreign Assets Control, U.S. Department of the Treasury, or by any other government.

5.     Tenant does not transact business on behalf of, or for the direct or indirect benefit of, any individual or entity named on any Government List.

I, _____________________, certify that I have read and understand this Certification and that the statements made in this certification and the attached Annexes are true and correct.

TENANT:

[________________________________]

By:

Title:

Executed on this _____ day of ___________, 20__.

EXHIBIT F

DETERMINATION OF FAIR MARKET RENTAL VALUE OF THE LEASED PREMISES

Determination of Fair Market Rental Value of the Leased Premises under Section 6 of this Lease shall be made in accordance with the following procedures:

(a)Fair Market Rental Value of the Leased Premises shall be determined by the agreement of two (2) qualified appraisers (each, an “Initial Appraiser”), one of which shall be selected by Landlord and the other of which shall be selected by Tenant as set forth in this Exhibit F. Tenant shall identify in writing, as part of Tenant’s written notice exercising a Renewal Term option, its determination of the Fair Market Rental Value of the Leased Premises and the Initial Appraiser who will be selected and retained by Tenant and, in such notice, specifically identify such Initial Appraiser’s name, address, phone number and professional qualifications. Within thirty (30) days after receipt of notice of Tenant’s determination and Initial Appraiser, Landlord shall either accept Tenant’s evaluation or provide notice of Landlord’s determination of the Fair Market Rental Value of the Leased Premises and the Initial Appraiser selected and retained by Landlord, and, in such notice, identify such Initial Appraiser’s name, address, phone number and professional qualifications. For thirty (30) days after Tenant’s receipt of such notice from Landlord, the parties shall endeavor to reach agreement on the Fair Market Rental Value of the Leased Premises for the applicable Renewal Term. If the parties fail to reach agreement, then each of Landlord and Tenant shall direct, in writing with a copy to the other party, its Initial Appraiser to work with the other party’s Initial Appraiser to endeavor to determine and reach agreement upon the Fair Market Rental Value of the Leased Premises, and thereafter to deliver in writing to Landlord and Tenant within thirty (30) days (such 30-day period, the “Valuation Period”) the agreed-upon Fair Market Rental Value of the Leased Premises (such notice, the “Valuation Notice”). The costs and expenses of each Initial Appraiser shall be paid by the party selecting such Initial Appraiser. If Tenant fails to identify in writing an Initial Appraiser as required by this Exhibit F, Landlord shall identify and select an Initial Appraiser on behalf of Tenant; provided, however, that Tenant shall be liable for the costs and expenses of such Initial Appraiser identified and selected on Tenant’s behalf by Landlord as if Tenant had identified and selected such Initial Appraiser.

(b)If the Initial Appraisers are not able to reach agreement upon the Fair Market Rental Value of the Leased Premises within the Valuation Period, within ten (10) days after the end of the Valuation Period, then (i) each Initial Appraiser shall deliver a written notice to Landlord, Tenant and the other Initial Appraiser setting forth such Initial Appraiser’s valuation of the Fair Market Rental Value of the Leased Premises (each, an “Initial Valuation”), and (ii) the Initial Appraisers shall jointly select a third qualified appraiser (the “Third Appraiser”). The Initial Appraisers shall, in writing with a copy to Landlord and Tenant, direct the Third Appraiser to determine a valuation of the Fair Market Rental Value of the Leased Premises, and to deliver in writing to Landlord, Tenant and the Initial Appraisers such valuation (the “Third Valuation”) within twenty (20) days of the date of the written direction retaining such Third Appraiser. After Landlord, Tenant and the Initial Appraisers have each received copies of the Initial Valuations and the Third Valuation, the Fair Market Rental Value of the Leased Premises shall be the determined as the arithmetic mean of the two valuations that are closest in value to each other. If the Initial Appraisers are unable to agree upon the designation of a Third Appraiser within the requisite time period or if the Third Appraiser selected does not make a valuation of the Fair Market Rental Value of the Leased Premises within twenty (20) days after being directed to do so by the Initial Appraisers, then such Third Appraiser or a substitute Third Appraiser, as applicable, shall, at the request of Landlord or Tenant, be appointed by the President or Chairman of the American Arbitration Association in New York, New York. The costs and expenses of the Third Appraiser (and substitute Third Appraiser and the American Arbitration Association, if applicable) shall be divided evenly between, and paid for by, Landlord and Tenant.

(c)All appraisers selected or appointed pursuant to this Exhibit F shall be independent qualified appraisers having not less than ten (10) years’ experience in the appraisal of properties similar to the Leased Premises. Such appraisers shall not have any right, power or authority to alter or modify any of the provisions of this Lease.

(d)Notwithstanding the foregoing, if Landlord and Tenant are able to agree upon a Fair Market Rental Value of the Leased Premises prior to the date on which the Initial Appraisers deliver their Initial Valuations, Landlord and Tenant shall execute an agreement setting forth such agreed-upon Fair Market Rental Value of the Leased Premises, and waiving each party’s right to have the Fair Market Rental Value of the Leased Premises determined in accordance with the procedures set forth in subsections (a) and (b) of this Exhibit F.

EXHIBIT G

ENVIRONMENTAL REPORTS

1.3600 Mueller Road, St. Charles, Missouri:

Phase I Environmental Site Assessment Report (LAC Project No. 06-44054.3) prepared by LandAmerica Assessment Corporation dated December 26, 2006.

Environmental Violations and Hazardous Conditions Disclosed:

[none]

Remediation Actions to be Undertaken:

Develop and implement an asbestos O&M program for the property

2.2629 Esthner Court, Wichita, Kansas:

[Environmental Site Assessment Report by LandAmerica Assessment Corporation]

Environmental Violations and Hazardous Conditions Disclosed:

[to be identified prior to the Additional Closing Date (as defined in the Purchase Agreement)]

Remediation Actions to be Undertaken:

[describe actions, if any, to be taken with respect to any Environmental Violations and Hazardous Conditions identified prior to the Additional Closing Date]

3.3030 No. Hwy. 94, St. Charles, Missouri:

[Environmental Site Assessment Report by LandAmerica Assessment Corporation]

Environmental Violations and Hazardous Conditions Disclosed:

[to be identified prior to the Additional Closing Date]

Remediation Actions to be Undertaken:

[describe actions, if any, to be taken with respect to any Environmental Violations and Hazardous Conditions identified prior to the Additional Closing Date]

4.2104 North 170^th East Ave., Tulsa, Oklahoma:

[Environmental Site Assessment Report by LandAmerica Assessment Corporation]

Environmental Violations and Hazardous Conditions Disclosed:

[to be identified prior to the Additional Closing Date]

Remediation Actions to be Undertaken:

[describe actions, if any, to be taken with respect to any Environmental Violations and Hazardous Conditions identified prior to the Additional Closing Date]

EXHIBIT H

FORM OF CERTIFICATION

TO:CIT CRE LLC

This Compliance Certificate is furnished pursuant to that certain Lease Agreement dated as of December ____, 2006 (as the same may be amended, restated or otherwise modified from time to time, the “Lease Agreement”), between CIT CRE LLC, as landlord, and ________________________________, as tenant. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings defined in the Lease Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.   I am the duly elected ______________________ of Tenant.

2.   I have reviewed the terms of the Lease Agreement and I have made, or have caused to be made under my supervision, a review of the transactions and conditions of Tenant during the accounting period covered by the attached financial statements.

3.   The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default as of the date of this Compliance Certificate and except as otherwise specified in this Certification, Tenant has fulfilled all of its obligations under this Lease which are required to be fulfilled on or prior to the date of this Certification.

4.   The attached Financial Statements have been prepared in accordance with GAAP applied consistently throughout the period and with prior periods (except as disclosed therein).

This Compliance Certificate, together with the schedules hereto, is executed and delivered this ______ day of _________________, 200__.

Print Name:

Title:

EXHIBIT F

FORM OF LEASE GUARANTY

[See attached]

EXHIBIT F

GUARANTY AND SURETYSHIP AGREEMENT

THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”), dated as of the 29th day of December, 2006, made by LMI AEROSPACE, INC., a Missouri corporation (“Guarantor”), to CIT CRE LLC, a Delaware limited liability company (“Landlord”).

W I T N E S S E T H :

WHEREAS, Landlord, as lessor, (i) has entered into a Lease Agreement of even date herewith (a “Lease”), in which Landlord leased to Leonard’s Metals, Inc., a Missouri corporation (a “Tenant”), certain premises situated in Missouri and Kansas (the “LMI Metals Premises”), and (ii) will enter into another Lease on or before January 31, 2006 (also a “Lease” and, together with the Lease referenced in (i), the “Leases”), in which Landlord will lease to LMI Finishing, Inc., an Oklahoma corporation (also a “Tenant” and, together with the Tenant referenced in (i), the “Tenants”), certain premises situated in Oklahoma (collectively with the LMI Metals Premises, the “Leased Premises”);

WHEREAS, all of the issued and outstanding stock of Tenants is owned by Guarantor; and

WHEREAS, the execution and delivery by Guarantor of this Guaranty is a condition of, and material inducement to, Landlord to execute the Leases, and Guarantor expects to derive financial benefit from the Leases;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged by Guarantor, and intending to be legally bound, Guarantor hereby covenants and agrees as follows:

ARTICLE I

GUARANTEE

Section 1.01Guaranteed Obligations. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to, and becomes surety for, Landlord and its successors and assigns for the due, punctual, and full payment, performance, and observance of, and covenants with Landlord to duly, punctually, and fully pay and perform, the following (collectively, the “Guaranteed Obligations”):

(a)the full and timely payment of all Rent (as defined in each Lease) and all other amounts due or to become due to Landlord from the applicable Tenant under each Lease or any other agreement or instrument executed in connection therewith, whether now existing or hereafter arising, contracted, or incurred (collectively, the “Monetary Obligations”); and

(b)all covenants, agreements, terms, obligations and conditions, undertakings, and duties contained in each Lease to be observed, performed by, or imposed upon by the applicable Tenant under such Lease, whether now existing or hereafter arising, contracted, or incurred (collectively, the “Performance Obligations”),

as and when such payment, performance, or observance shall become due (whether by acceleration or otherwise) in accordance with the terms of the each Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by either Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceeding affecting either Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the applicable Lease. If for any reason either Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of either Lease against the applicable Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from, Guarantor of all Guaranteed obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the either Lease following the commencement by or against either Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in each Lease or at such other address as Landlord shall notify Guarantor of in writing.

Section 1.02Guarantee Unconditional. The obligations of Guarantor hereunder are continuing, absolute and unconditional, irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired, or in any way affected by:

(a)any amendment, modification, extension, renewal, or supplement to either Lease or any termination of either Lease or any interest therein;

(b)any assumption by any party of either Tenant’s or any other party’s obligations under, or either Tenant’s or any other party’s assignment of any of its interest in, the applicable Lease;

(c)any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Leases or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, indulgence, or other action or inaction in respect thereof;

(d)any change in the financial condition of either Tenant, the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, either Tenant, or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, either Tenant, or Guarantor or their respective estates in bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other similar statute or from the decision of any court;

(e)any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;

(f)the genuineness, invalidity or unenforceability of all or any portion or provision of either Lease;

(g)any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of either Tenant in any bankruptcy or other proceeding;

(h)the release or discharge of either Tenant or any other person or entity from, or an accord and satisfaction which discharges, performance or observance of any of the agreements, covenants, terms or conditions contained in each Lease by operation of law or otherwise;

(i)the failure of Landlord to keep Guarantor advised of either Tenant’s financial condition, regardless of the existence of any duty to do so;

(j)any assignment by Landlord of all of Landlord’s right, title and interest in, to and under either Lease and/or this Guaranty as collateral security for any loan;

(k)any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of either Tenant under a Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);

(l)the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;

(m)any actual, purported or attempted sale, assignment or other transfer by Landlord of either Lease or the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;

(n)any merger or consolidation of either Tenant into or with any other entity, or any sale, lease, transfer or other disposition of any or all of such Tenant’s assets or any sale, transfer or other disposition of any or all of the shares of capital stock or other securities of such Tenant or any affiliate of such Tenant to any other person or entity;

(o)Failure by either Tenant to obtain, protect, preserve or enforce any rights in or under the applicable Lease or the Leased Premises or any interest therein against any party or the invalidity or unenforceability of any such rights; or

(p)any other event, action, omission or circumstances which might in any manner or to any extent impose any risk to Guarantor or which might otherwise constitute a legal or equitable release or discharge of a guarantor or surety.

all of which may be given or done without notice to, or consent of, Guarantor.

No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature which either Tenant or Guarantor now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.

Section 1.03Disaffirmance of Lease. Guarantor agrees that, in the event of rejection or disaffirmance of a Lease by either Tenant or such Tenant’s trustee in bankruptcy pursuant to the United States Bankruptcy Code or any other law, Guarantor will, if Landlord so requests, assume all obligations and liabilities under the express terms of such Lease, to the same extent as if Guarantor had been originally named instead of such Tenant as a party to such Lease and there had been no rejection or disaffirmance; and Guarantor will confirm such assumption in writing at the request of Landlord on or after such rejection or disaffirmance. Guarantor, upon such assumption, shall have all rights of such Tenant under such Lease (to the extent permitted by law).

Section 1.04No Notice or Duty to Exhaust Remedies. Guarantor hereby waives notice of any default in the payment or non-performance of any of the Guaranteed Obligations (except as expressly required hereunder), diligence, presentment, demand, protest and all notices of any kind. Guarantor agrees that liability under this Guaranty shall be primary and hereby waives any requirement that Landlord exhaust any right or remedy, or proceed first or at any time, against either Tenant or any other guarantor of, or any security for, any of the Guaranteed Obligations. Guarantor hereby waives notice of any acceptance of this Guaranty and all matters and rights which may be raised in avoidance of, or in defense against, any action to enforce the obligations of Guarantor hereunder. Guarantor hereby waives any and all suretyship defenses or defenses in the nature thereof without in any manner limiting any other provision of this Guaranty. This Guaranty constitutes an agreement of suretyship as well as of guaranty, and Landlord may pursue its rights and remedies under this Guaranty and under either Lease in whatever order, or collectively, and shall be entitled to payment and performance hereunder notwithstanding any action taken by Landlord or inaction by Landlord to enforce any of its rights or remedies against any other guarantor, person, entity or property whatsoever. This Guaranty is a guaranty of payment and performance and not merely of collection.

Landlord may pursue its rights and remedies under this Guaranty notwithstanding any other guarantor of or security for the Guaranteed Obligations or any part thereof. Guarantor authorizes Landlord, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to terminate either Lease, either in whole or in part, in accordance with its terms.

Each default on any of the Guaranteed Obligations shall give rise to a separate cause of action and separate suits may be brought hereunder as each cause of action arises or, at the option of Landlord any and all causes of action which arise prior to or after any suit is commenced hereunder may be included in such suit.

Section 1.05Subrogation. Notwithstanding any payments made or obligations performed by Guarantor by reason of this Guaranty (including but not limited to application of funds on account of such payments or obligations), Guarantor hereby irrevocably waives and releases any and all rights it may have, at any time,whether arising directly or indirectly, by operation of law, contract or otherwise, to assert any claim against either Tenant or any other person or entity or against any direct or indirect security on account of payments made or obligations performed under or pursuant to this Guaranty, including without limitation any and all rights of subrogation, reimbursement, exoneration, contribution or indemnity, and any and all rights that would result in Guarantor being deemed a “creditor” under the United States Bankruptcy Code of either Tenant or any other person or entity. If any payment shall be paid to Guarantor on account of any subrogation rights, each and every amount so paid shall immediately be paid to Landlord to be credited and applied upon any of the Guaranteed Obligations, whether or not then due and payable. Every claim or demand which Guarantor may have against either Tenant shall be fully subordinate to all Guaranteed Obligations.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01Representations and Warranties. Guarantor hereby represents and warrants to Landlord as follows:

(a)Guarantor is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing in each other jurisdiction in which the nature of its assets or the conduct of its business requires such qualification;

(b)Guarantor is authorized and empowered to enter into this Guaranty and to perform all of its obligations hereunder;

(c)This Guaranty constitutes the legally binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms;

(d)The person signing this Guaranty on behalf of Guarantor has been duly authorized to sign and deliver this Guaranty on behalf of Guarantor;

(e)Guarantor has not committed any act or permitted any action to be taken which would adversely affect its ability to fulfill its material obligations under this Guaranty;

(f)The execution and delivery of this Guaranty, and the performance of Guarantor’s obligations under this Guaranty, will not violate or breach, or conflict with, the terms, covenants or provisions of any agreement, contract, note, mortgage, indenture or other document of any kind whatsoever to which Guarantor is a party or by which it or any of its material assets is bound;

(g)There are no pending nor, to Guarantor’s knowledge, threatened matters of litigation, administrative action or examination, government investigation, claim or demand relating to the Guarantor;

(h)Guarantor’s board of directors has approved the execution and delivery of this Guaranty;

(i)Guarantor is not in default of the performance or observance of any of the material obligations, covenants or conditions contained in any contractual obligation of Guarantor beyond any applicable notice or cure period;

(j)No officer of Guarantor has been convicted of a crime (excluding misdemeanors and traffic violations); and

(k)Guarantor is not a “foreign person” as defined in Section 1445 of the Code and the regulations promulgated thereunder.

Section 2.02Financial Statements; Books and Records.

(a)Guarantor shall keep adequate records and books of account with respect to the finances and business of Guarantor generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles (“GAAP”) consistently applied, and shall permit Landlord by its agents, accountants and attorneys, upon reasonable notice to Guarantor, to examine (and make copies of) the records and books of account and to discuss the finances and business with the officers of Guarantor, at such reasonable times as may be requested by Landlord. Upon the request of r Landlord (either telephonically or in writing), Guarantor shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit.

(b)Guarantor shall deliver to Landlord within ninety (90)days of the close of each fiscal year, annual audited financial statements of Guarantor prepared by nationally recognized independent certified public accountants. Guarantor shall also furnish to Landlord within sixty (60) days after the end of each of the three remaining fiscal quarters unaudited financial statements and all other quarterly reports of Guarantor, certified by Guarantor’s chief financial officer[, and, if applicable, all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law]. All financial statements of Guarantor shall be prepared in accordance with GAAP consistently applied. All annual financial statements shall be accompanied (i) by an opinion of said accountants stating that (A) there are no qualifications as to the scope of the audit and (B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president or a vice president of Guarantor, dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Guarantor has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that Guarantor has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the date of such affidavit.

(c)Landlord and its agents, accountants and attorneys, shall consider and treat on a strictly confidential basis (i) any information contained in the books and records of Guarantor, (ii) any copies of any books and records of Guarantor, and any financial statements of Guarantor pursuant to Section 2.02(b) which are delivered to or received by them. Landlord and its agents, accountants and attorneys, shall conspicuously mark all copies of such documents as “Confidential”. Neither Landlord nor any of its agents, accountants and attorneys, shall disclose any information contained in Guarantor’s books and records nor distribute copies of any of such books and records nor Guarantor’s financial statements to any other Persons without the prior written consent of the chief operating officer of Guarantor.

(d)The restrictions contained in this Section 2.02(b) shall not prevent disclosure by Landlord of any information in any of the following circumstances:

(i)Upon the order of any court or administrative agency to the extent required by such order and not effectively stayed or by appeal or otherwise;

(ii)Upon the request, demand or requirement of any regulatory agency or authority having jurisdiction over such party, including the Securities and Exchange Commission (whether or not such request or demand has the force of law);

(iii)That has been publicly disclosed other than by breach of this Section 2.02(b) by Landlord or by any other Person who has agreed with Landlord to abide by the provisions of this Section 2.02(b);

(iv)To counsel or accountants for Landlord or counsel or accountants for such other person or entity who has agreed to abide by the provisions of this Section 2.02(b);

(v)While an Event of Default exists, in connection with the exercise of any right or remedy under this Guaranty, either Lease or any other related document;

(vi)Independently developed by Landlord to the extent that confidential information provided by Guarantor is not used to develop such information;

(vii)In any reporting to the beneficiaries;

(viii)In connection with the securitization and/or sale of a loan or interest therein by a Lender (as defined in the Lease); or

(ix)As otherwise required by Law.

Section 2.03Notice of Certain Events. Promptly upon becoming aware thereof, Guarantor shall give Landlord notice of (i) the commencement, existence or threat of any proceeding by or before any duly constituted governmental authority or agency against or affecting Guarantor which, if adversely decided, would have a material adverse effect on the business, operations or condition, financial or otherwise, of Guarantor or on its ability to perform its obligations hereunder or (ii) any material adverse change in the business, operations or condition, financial or otherwise, of Guarantor.

Section 2.04Estoppel Certificates. Guarantor shall, at any time upon not less than ten (10) days’ prior written request by Landlord, deliver to the party requesting the same a statement in writing, executed by the president or a vice president of Guarantor, certifying (i) that, except as otherwise specified, this Guaranty is unmodified and in full force in effect, (ii) that Guarantor is not in default hereunder and that no event has occurred or condition exists which with the giving of notice or the passage of time or both would constitute a default hereunder, (iii) that Guarantor has no defense, setoff or counterclaim against Landlord arising out of or in any way related to this Guaranty, (iv) that, except as otherwise specified, there are not proceedings pending or, to the knowledge of Guarantor, threatened against Guarantor before any court, arbiter or administrative agency which, if adversely decided, could have a material adverse effect on the business, operations or conditions, financial or otherwise, of Guarantor or on its ability to perform its obligations hereunder and (v) such other matters as Landlord may reasonably request.

Section 2.05Financial Covenants. Guarantor hereby covenants and agrees to comply and to the extent applicable, to cause each Tenant to comply with all of the covenants and agreements described in Exhibit A attached hereto and made a part hereof.

ARTICLE III

EVENTS OF DEFAULT

Section 3.01Events of Default. The occurrence of any one or more of the following shall constitute an “Event of Default” under this Guaranty:

(a)a failure by Guarantor to make any payment of any Monetary Obligation, regardless of the reason for such failure;

(b)a failure by Guarantor duly to perform and observe, or a violation or breach of, any other provision hereof not otherwise specifically mentioned in this Section 3.01;

(c)any representation or warranty made by Guarantor herein or in any certificate, demand or request made pursuant hereto proves to be untrue or incorrect, now or hereafter,in any material respect;

(d)a default beyond any applicable cure period by Guarantor in any payment of principal or interest on any obligations for borrowed money having an original principal balance of $10,000,000 or more in the aggregate, or in the performance of any other provision contained in any instrument under which any such obligation is created or secured (including the breach of any covenant thereunder), (i) if such payment is a payment at maturity or a final payment, or (ii) if an effect of such default is to cause, or permit any person to cause, such obligation to become due prior to its stated maturity;

(e)a default by Guarantor beyond any applicable cure period in the payment of rent under, or in the performance of any other material provision of, any leases (excluding either Lease) with rental obligations over the terms thereof of $500,000 or more in the aggregate;

(f)a final, non-appealable judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate shall be rendered against Guarantor and the same shall remain undischarged for a period of sixty (60) consecutive days;

(g)Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) seek or consent to the appointment of a receiver for itself or its assets, (C) file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, (D) make a general assignment for the benefit of creditors, or (E) be unable to pay its debts as they mature;

(h)a court shall enter an order, judgment or decree appointing, without the consent of Guarantor, a receiver or trustee for it or approving a petition filed against Guarantor which seeks relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered;

(i)Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; or

(j)Guarantor shall sell or transfer or enter into an agreement to sell or transfer all or substantially all of its assets.

ARTICLE IV

MCELLANEOUS

Section 4.01Effect of Bankruptcy Proceedings. This Guaranty shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by Landlord as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made. Guarantor hereby agrees to indemnify Landlord against, and to save and hold Landlord harmless from any required return by Landlord, or recovery from Landlord, of any such payment because of its being deemed preferential under applicable bankruptcy, receivership or insolvency laws, or for any other reason. If an Event of Default at any time shall have occurred and be continuing or exist and declaration of default or acceleration under or with respect to either Lease shall at such time be prevented by reason of the pendency against either Tenant of a case or proceeding under any bankruptcy or insolvency law, Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the applicable Lease shall be deemed to have been declared in default or accelerated with the same effect as if such Lease had been declared in default and accelerated in accordance with the terms thereof, and Guarantor shall forthwith pay and perform the Guaranteed Obligations in full without further notice or demand.

Section 4.02Further Assurances. From time to time upon the request of Landlord, Guarantor shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as Landlord may deem necessary or desirable to confirm this Guaranty, to carry out the purpose and intent hereof or to enable Landlord to enforce any of its rights hereunder.

Section 4.03Amendments, Waivers, Etc. This Guaranty cannot be amended, modified, waived, changed, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of such amendment, modification, waiver, change, discharge or termination is sought.

Section 4.04No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of Landlord in exercising any right, power or privilege under this Guaranty or either Lease shall affect any other or future exercise thereof or exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of Landlord under this Guaranty are cumulative and not exclusive of any rights or remedies which Landlord would otherwise have under a Lease, at law or in equity.

Section 4.05Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Guaranty shall be in writing (including telexed communication) unless otherwise expressly permitted hereunder and shall be sent by first-class or first-class express mail, or by telex with confirmation in writing mailed first-class, in all cases with charges prepaid, and any such properly given notice shall be effective when received. All notices shall be sent to the applicable party addressed:

if to Landlord, at the address set forth in each Lease; and

if to Guarantor, at:

LMI Aerospace, Inc.

[____________________________]

[____________________________]

or in accordance with the last unrevoked written direction from such party to the other party.

Section 4.06Expenses. Guarantor agrees to pay or cause to be paid and to save Landlord harmless against liability for the payment of all reasonable out-of-pocket expenses, including fees and expenses of counsel for Landlord, incurred by Landlord from time to time arising in connection with Landlord’s enforcement or preservation of rights under this Guaranty or the Lease, including but not limited to such expenses as may be incurred by Landlord in connection with any default by Guarantor of any of its obligations hereunder or by either Tenant of any of its obligations under the Lease.

Section 4.07Survival. All obligations of Guarantor to make payments to or indemnify Landlord shall survive the payment and performance in full of the Guaranteed Obligations.

Section 4.08Severability. If any term or provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Guaranty, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.

Section 4.09Counterparts. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

Section 4.10Governing Law.

(a)This Guaranty was negotiated in New York, New York, and accepted by Landlord in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including, without limiting the generality of the foregoing, matters of construction, validity and performance, this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contract made and performed in such State and any applicable law of the United States of America. To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty, and the Guaranty shall be governed by and construed in accordance with the laws of the State of New York pursuant to § 5-1401 of the New York General Obligations Law.

(b)Any legal suit, action or proceeding against Guarantor or Landlord arising out of or relating to this Guaranty shall be instituted in any federal or state court in New York, New York, pursuant to § 5-1402 of the New York General Obligations Law, and Guarantor waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint [_____________], as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any federal or state court in New York, New York, and agrees that service of process upon said agent at said address (or at such other office in New York, New York as may be designated by Guarantor from time to time in accordance with the terms hereof), and written notice of said service of Guarantor mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor, in any such suit, action or proceeding in the State of New York. Guarantor (i) shall give prompt notice to the Landlord of any change of address of its authorized agent hereunder, (ii) may at any time and from time to time designate a substitute authorized agent with an office in New York, New York (which office shall be designated as the address for service of process), and (iii) shall promptly designate such a substitute if its authorized agent ceases to have an office in New York, New York or is dissolved without leaving a successor.

Section 4.11Jury Trial. GUARANTOR HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR ACKNOWLEDGES THAT THE LANDLORD HAS NOT MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. GUARANTOR FURTHER ACKNOWLEDGES THAT GUARANTOR HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF ALL WAIVERS CONTAINED HEREIN BY INDEPENDENT LEGAL COUNSEL, SELECTED BY GUARANTOR, AND GUARANTOR HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

Section 4.12Successors and Assigns; Joint and Several. This Guaranty shall bind Guarantor and its successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns. The obligations and liabilities of each Guarantor under this Guaranty shall be joint and several. As used in this Guaranty, the singular shall include the plural and vice-versa.

Section 4.13Incorporation of Recitals; Definitions. The recitals set forth on page 1 of this Guaranty are hereby specifically incorporated into the operative terms of this Guaranty as if fully set forth. Terms not otherwise specifically defined herein shall have the meanings set forth in each Lease.

Section 4.14Rights of Lender. Guarantor acknowledges that the rights of Landlord under this Guaranty may be assigned to a Lender and upon such assignment such Lender shall have all of the rights and benefits of Landlord hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date first above written.

	LMI AEROSPACE, INC.
	By:
	Name:
	Title:
Agreed and Acknowledged:
CIT CRE LLC
By:
Name:
Title:

EXHIBIT G

ENVIRONMENTAL REPORTS

[see Environmental Reports listed in Exhibit G to the Lease]

SCHEDULE 3.1(O)

CONTRACTS AND AGREEMENTS

 1.Agreement with the Missouri Department of Natural Resources under its Voluntary Cleanup Program Agreement.

EX-10.3

EXHIBIT 10.3

EXECUTION COPY

LEASE AGREEMENT

by and between

CIT CRE LLC,

a Delaware limited liability company,

as Landlord

and

LEONARD’S METAL, INC.,

a Missouri corporation,

as Tenant

Dated as of: December 28, 2006

TABLE OF CONTENTS

Section	Page
Parties	1
1.	CERTAIN DEFINITIONS	1
2.	DEMISE OF LEASED PREMISES	9
3. TITLE, CONDITION AND POSSESSION		9
4.	USE OF LEASED PREMISES; QUIET ENJOYMENT	10
5.	TERM	11
6.	MINIMUM RENT; INTERIM RENT	11
7.ADDITIONAL RENT		12
8.	NET LEASE; NON-TERMINABILITY.	13
9.	PAYMENT OF IMPOSITIONS.	14
10.	COMPLIANCE WITH LAWS AND AGREEMENTS; ENVIRONMENTAL MATTERS	14
11.	LIENS; RECORDING	18
12.	MAINTENANCE AND REPAIR	19
13.	ALTERATIONS, IMPROVEMENTS AND EXPANSIONS	20
14.	PERMITTED CONTESTS	21
15.	INDEMNIFICATION	22
16.	INSURANCE	23
17.	CASUALTY AND CONDEMNATION: CLAIMS	26
18.	CASUALTY AND CONDEMNATION: RESTORATION	28
19.	RESTORATION PROCEDURES	28
21.	ASSIGNMENT AND SUBLETTING; PROHIBITION AGAINST LEASEHOLD FINANCING	29
21.	SALES BY LANDLORD; RIGHT OF FIRST REFUSAL	30
22.	EVENTS OF DEFAULT	31
23.	REMEDIES AND DAMAGES UPON DEFAULT	33
24.	NOTICES	37
25.	ESTOPPEL CERTIFICATE	37
26.	SURRENDER	37
27.	NO MERGER OF TITLE	38
28.	BOOKS AND RECORDS	38
30.	NON-RECOURSE AS TO LANDLORD	39
31.	FINANCING	39
32.	SUBORDINATION	40
34.	TAX TREATMENT; REPORTING	40
35.	MISCELLANEOUST	40

EXHIBITS:

Exhibit A - Initial Premises

Exhibit B - Additional Premises

Exhibit C - Building Equipment

Exhibit D - Minimum Rent Allocation Schedule

Exhibit E - Certification Related to the USA Patriot Act

Exhibit F - Determination of Fair Market Rental Value of the Leased Premises

Exhibit G - Environmental Reports

Exhibit H - Form of Certification

--

LEASE AGREEMENT

LEASE AGREEMENT, made as of this 28th day of December, 2006, between CIT CRE LLC, a Delaware limited liability company, or nominee, with an address c/o CIT Lending Services Corporation, 1 CIT Drive, Livingston, NJ 07039 (“Landlord”), and LEONARD’S METAL, INC., a Missouri corporation, with an address c/o LMI Aerospace, Inc., P.O. Box 900, St. Charles, Missouri 63302-0900 (“Tenant”).

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

1.Certain Definitions. As used herein, the following terms shall have the following meaning:

“Acquisition Date” means the date on which Landlord has acquired all properties and assets and interests in property comprising the Initial Premises and the Additional Premises.

“Additional Premises” has the meaning assigned to such term in Section 2.

“Additional Rent” has the meaning assigned to such term in Section 7.

“Adjustment Date” has the meaning assigned to such term in Section 6.

“Affiliate” of any Person means any Person (presently existing or hereafter created or acquired) controlling, controlled by or under common control with the specified Person, and “control” of a Person (including, with correlative meaning, the terms “controlled by” and “under common control with”) means the power to direct or cause the direction of the management, policies or affairs of the controlled Person, whether through ownership of securities or partnership or other ownership interests, directly or indirectly, by contract or otherwise.

“Alterations” means all changes, additions, improvements or repairs to, all alterations, reconstructions, renewals, replacements or removals of and all substitutions or replacements for any of the Improvements or Building Equipment, both interior and exterior, structural and non-structural, and ordinary and extraordinary.

“Appurtenances” means all tenements, hereditaments, easements, rights-of-way, rights, privileges in and to the Land, including (a) easements over other lands granted by any Easement Agreement and (b) any streets, ways, alleys, vaults, gores or strips of land adjoining the Land.

“Assignment” means any assignment of rents and leases from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b) secures Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified from time to time.

“Building Equipment” has the meaning assigned to such term in Section 2.

“Capital Growth Rate” means, at any given time, the yield to maturity of the “on the run” ten (10) year United States Treasury security plus four hundred (400) basis points.

“Casualty” means any injury to or death of any person or any loss of or damage to any property (including the Leased Premises) included within or related to the Leased Premises.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commencement Date” means the date hereof.

“Condemnation” means a Taking or a Requisition.

“Condemnation Notice” means notice or knowledge of the institution of or intention to institute any proceeding for Condemnation.

“Corporate Control Criteria” means, if deemed satisfied by any Transferee, that such Transferee has a Credit Rating of both “BB-” or higher from S&P and “B2” or higher from Moody’s, in each case for the twenty-four (24) consecutive calendar month period prior to a Permitted Transfer and as of the date of the Permitted Transfer.

“Corporate Control Event” means any of the following: (i) a merger or consolidation of Tenant or Guarantor with or into another Person; (ii) the sale of all or substantially all of the assets of Tenant or Guarantor to any Person; (iii) the acquisition by any one Person (including Affiliates of such Person) of fifty percent (50%) or more of the common stock, voting securities or economic benefits and burdens (including distributions) of Tenant or Guarantor within any twelve (12) month period; or (iv) a change in 50% or more of the Board of Directors of Tenant or Guarantor in any twelve (12) month period.

“Costs” of a Person or associated with a specified transaction means all costs and expenses incurred by such Person or associated with such transaction, including reasonable attorneys’ fees and expenses, expert fees and expenses, court costs, brokerage fees, escrow fees, title insurance premiums, mortgage commitment fees, mortgage points and recording fees and transfer taxes, as the circumstances require. For all purposes of this Lease, “attorneys’ fees and expenses” and similar statements include those incurred out of court, at trial, on appeal or in any bankruptcy proceeding.

“Default Rate” has the meaning assigned to such term in Section 7(a)(iii).

“Easement Agreement” or “Easement Agreements” means any conditions, covenants, restrictions, easements, declarations, licenses and other agreements listed as Permitted Encumbrances or as may hereafter affect or benefit the Leased Premises.

“Environmental Law” or “Environmental Laws” means (i) whenever enacted or promulgated, any applicable federal, state, foreign or local law, statute, ordinance, rule, regulation, license, permit, authorization, approval, consent, court order, judgment, decree, injunction, code, requirement or agreement with any governmental entity, (x) relating to pollution (or the cleanup thereof), or the protection of any Environmental Media, air, water vapor, surface water, groundwater, drinking water supply, land (including land surface or subsurface), plant, aquatic and animal life from injury caused by a Hazardous Substance or (y) concerning exposure to, or the use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, handling, labeling, production, disposal or remediation of Hazardous Substances, Hazardous Conditions, Hazardous Activities or Environmental Violations, in each case as amended and as now or hereafter in effect, and (ii) any common law or equitable doctrine (including injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or obligations or injuries or damages due to or threatened as a result of the presence of, exposure to, or ingestion of, any Hazardous Substance. The term Environmental Law includes the federal Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), the Superfund Amendments and Reauthorization Act, the federal Water Pollution Control Act, the federal Clean Air Act, the federal Clean Water Act, the federal Resources Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments to RCRA), the federal Solid Waste Disposal Act, the federal Toxic Substance Control Act, the federal Insecticide, Fungicide and Rodenticide Act, the federal Occupational Safety and Health Act of 1970, the federal National Environmental Policy Act and the federal Hazardous Materials Transportation Act, each as amended and as now or hereafter in effect and any similar state or local Law.

“Environmental Media” means soil, fill material, or other geologic materials at all depths, groundwater at all depths, surface water including storm water and sewerage, indoor and outdoor air, and all living organisms, including all animals and plants, whether located on or off the Leased Premises.

“Environmental Violation” means any one or more of the following, whether occurring prior to, on or after the date hereof: (a) any direct or indirect discharge, disposal, spillage, emission, escape, pumping, pouring, injection, leaching, Release, seepage, filtration or transporting of any Hazardous Substance at, upon, under, onto or within the Leased Premises or any Environmental Media, or from the Leased Premises to any Environmental Media, in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any liability to Landlord, Tenant or Lender, any Federal, state or local government or any other Person for the costs of any removal or Remedial Actions or natural resources damage or for bodily injury or property damage, (b) any deposit, storage, dumping, placement or use of any Hazardous Substance at, upon, under or within the Leased Premises in violation of any Environmental Law or in excess of any reportable quantity established under any Environmental Law or which could result in any liability to any Federal, state or local government or to any other Person for the costs of any removal or Remedial Actions or natural resources damage or for bodily injury or property damage, (c) the abandonment or discarding at the Leased Premises of any barrels, containers or other receptacles containing any Hazardous Substances in violation of any Environmental Laws, (d) any activity, occurrence or condition in connection with the Leased Premises which could result in any liability, cost or expense to Landlord or Lender or any other owner or occupier of the Leased Premises, or which could result in a creation of a lien on the Leased Premises under any Environmental Law, or (e) any violation of or noncompliance with any Environmental Law in connection with the Leased Premises.

“Event of Default” has the meaning assigned to such term in Section 22.

“Existing Environmental Condition” has the meaning assigned to such term in Section 10(g).

“Expansion” has the meaning assigned to such term in Section 13.

“Expiration Date” means the Initial Expiration Date or, if this Lease has been extended for a Renewal Term in accordance with Section 5, the last day of such Renewal Term.

“Fair Market Rental Value of the Leased Premises” means the rent that would be paid by a willing tenant and accepted by a willing landlord in an arm length’s lease of the Leased Premises in which neither party is under any compulsion to lease, but without consideration of any concessions, allowances or other inducements then normally being offered to prospective tenants. Fair Market Rental Value of the Leased Premises shall be determined by the appraisal process set forth in Exhibit F.

“Full Rent Commencement Date” means the first day of the month following the month in which the Acquisition Date occurs.

“GAAP” means generally accepted accounting principles.

“Government Lists” has the meaning assigned to such term in Exhibit E.

“Guarantor” means LMI Aerospace, Inc., a Missouri corporation.

“Hazardous Activity” means any activity, process, procedure or undertaking which directly or indirectly (i) procures, generates or creates any Hazardous Substance; (ii) causes or results in (or threatens to cause or result in) the release, seepage, spill, leak, flow, discharge or emission of any Hazardous Substance into the environment (including the air, ground water, watercourses or water systems), (iii) involves the containment or storage of any Hazardous Substance; or (iv) would cause the Leased Premises or any portion thereof to become a hazardous waste treatment, recycling, reclamation, processing, storage or disposal facility within the meaning of any Environmental Law.

“Hazardous Condition” means any condition resulting from an act or omission occurring after the date hereof which would support any claim or liability under any Environmental Law.

“Hazardous Substance” or “Hazardous Substances” means (i) any substance, material, product, petroleum, petroleum product, derivative, compound or mixture, mineral (including asbestos), chemical, gas, medical waste, or other pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous or acutely hazardous to the environment or public health or safety, (ii) those materials included within the definitions of “hazardous substances,” “extremely hazardous substances,” “hazardous materials,” “toxic substances” “toxic pollutants,” “hazardous air pollutants” “toxic air contaminants,” “solid waste,” “hazardous waste,” “pollutants,” contaminants” or similar categories under any Environmental Laws, or (iii) any substance supporting a claim under any Environmental Law, whether or not defined as hazardous as such under any Environmental Law. Hazardous Substances include any toxic or hazardous waste, pollutant, contaminant, industrial waste, petroleum or petroleum-derived substances or waste, radon, radioactive materials, asbestos, asbestos containing materials, urea formaldehyde foam insulation, lead and polychlorinated biphenyls.

“Impositions” has the meaning assigned to such term in Section 9.

“Improvements” has the meaning assigned to such term in Section 2.

“Indemnitee” has the meaning assigned to such term in Section 15.

“Initial Appraiser” has the meaning assigned to such term in Exhibit F.

“Initial Expiration Date” has the meaning assigned to such term in Section 5.

“Initial Premises” has the meaning assigned to such term in Section 2.

“Initial Valuation” has the meaning assigned to such term in Exhibit F.

“Insurance Requirements” means the requirements of all insurance policies required to be maintained in accordance with this Lease.

“Interim Rent” has the meaning assigned to such term in Section 6.

“Land” has the meaning assigned to such term in Section 2.

“Law” means any constitution, statute, rule of law, code, ordinance, order, judgment, decree, injunction, rule, regulation, policy, requirement or administrative or judicial determination, even if unforeseen or extraordinary, of every duly constituted governmental authority, court or agency, now or hereafter enacted or in effect.

“Lease” means this Lease Agreement.

“Lease Guaranty” has the meaning the Guaranty and Suretyship Agreement dated December 28, 2006 made by Guarantor to Landlord.

“Lease Year” means (a) the period commencing on the Full Rent Commencement Date and ending at midnight on the last day of the twelfth (12th) consecutive calendar month thereafter, and (b) each succeeding twelve (12) month period occurring during the Term.

“Leased Premises” has the meaning assigned to such term in Section 2.

“Legal Requirements” means the requirements of all present and future Laws (including Environmental Laws and Laws relating to accessibility to, usability by, and discrimination against, disabled individuals) and all covenants, restrictions and conditions now or hereafter of record which may be applicable to Tenant or to any of the Leased Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or restoration of any of the Leased Premises, even if compliance therewith necessitates structural changes or improvements or results in interference with the use or enjoyment of any of the Leased Premises.

“Lender” means any person or entity (and their respective successors and assigns) which may, after or contemporaneously with the date hereof, make a Loan to Landlord or is the holder of any Note.

“Loan” means any loan made by one or more Lenders to Landlord, which loan is secured by a Mortgage and an Assignment and is evidenced by a Note.

“Minimum Rent” has the meaning assigned to such term in Section 6.

“Minimum Rent Payment Date” has the meaning assigned to such term in Section 6.

“Monetary Obligations” means Rent and all other sums payable by Tenant under this Lease to Landlord, to any third party on behalf of Landlord or to any Indemnitee.

“Mortgage” means any mortgage or deed of trust from Landlord to a Lender which (a) encumbers any of the Leased Premises and (b) secures Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified.

“Net Award” means (a) the entire award payable to Landlord or Lender by reason of a Condemnation whether pursuant to a judgment or by agreement or otherwise, or (b) the entire proceeds of any insurance required under clauses (i), (ii) (to the extent payable to Landlord or Lender), (iv), (v) or (vi) of Section 16(a), as the case may be, less any expenses incurred by Landlord and Lender in collecting such award or proceeds.

“Note” means any promissory note evidencing Landlord’s obligation to repay a Loan, as the same may be amended, supplemented or modified.

“Owner” has the meaning assigned to such term in Exhibit E.

“Permitted Encumbrances” means those covenants, restrictions, reservations, liens, conditions and easements and other encumbrances of record as of the date hereof, other than any Mortgage or Assignment, and liens for unpaid real estate taxes and assessment not yet due and payable.

“Permitted Transfer” has the meaning assigned to such term in Section 22.

“Permitted Violations” has the meaning assigned to such term in Section 14.

“Person” means an individual, partnership, association, corporation, trust or other legal entity.

“Present Value” of any amount means such amount discounted by a rate per annum which is the lower of (a) the Prime Rate at the time such present value is determined or (b) eight percent (8%) per annum.

“Primary Term” has the meaning assigned to such term in Section 5.

“Prime Rate” means the annual interest rate as published, from time to time, in the Wall Street Journal as the “Prime Rate” in its column entitled “Money Rate”. The Prime Rate may not be the lowest rate of interest charged by any “large U.S. money center commercial banks” and Landlord makes no representations or warranties to that effect. In the event the Wall Street Journal ceases publication or ceases to publish the “Prime Rate” as described above, the Prime Rate shall be the average per annum discount rate (the “Discount Rate”) on ninety-one (91) day bills issued from time to time by the United States Treasury (“Treasury Bills”) at its most recent auction, plus three hundred (300) basis points. If no such 91-day Treasury Bills are then being issued, the Discount Rate shall be the discount rate on Treasury Bills then being issued for the period of time closest to ninety-one (91) days.

“Purchase Agreement” means the Purchase Agreement dated as of December 28, 2006 between Tenant, as seller, and Landlord, as purchaser, relating to the Leased Premises.

“Release” means any active or passive spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of any Hazardous Substance into any Environmental Media. For the purposes of this Lease, “Release” also includes any threatened Release.

“Remedial Actions” means any investigation, work plan preparation removal, repair, cleanup, abatement, remediation, monitored natural attenuation, natural resource damage assessment and restoration, closure, post-closure, detoxification or remedial activity of any kind whatsoever necessary to address any Release, any Environmental Violation and/or any Hazardous Condition.

“Remediation Plan” has the meaning assigned to such term in Section 10.

“Renewal Date” has the meaning assigned to such term in Section 5.

“Renewal Term” has the meaning assigned to such term in Section 5.

“Rent” means, collectively, Interim Rent, Minimum Rent and Additional Rent.

“Requesting Party” has the meaning assigned to such term in Section 25.

“Requisition” means any temporary requisition or confiscation of the use or occupancy of any of the Leased Premises by any governmental authority, civil or military, whether pursuant to an agreement with such governmental authority in settlement of or under threat of any such requisition or confiscation, or otherwise.

“Responding Party” has the meaning assigned to such term in Section 25.

“Restoration Fund” has the meaning assigned to such term in Section 19.

“Set-Off” has the meaning assigned to such term in Section 8.

“Site Reviewers” has the meaning assigned to such term in Section 10(c).

“Site Assessment” has the meaning assigned to such term in Section 10.

“SNDA Provisions” has the meaning assigned to such term in Section 31.

“State” means, with respect to any parcel of Land comprising the Leased Premises, the jurisdiction in which such parcel is located.

“Subleases” has the meaning assigned to such term in Section 20.

“Surviving Obligations” means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or rejection in bankruptcy, which survive such expiration, termination or rejection by their own terms.

“Taking” means (a) any taking of, or damage to, all or a portion of any of the Leased Premises (i) in or by condemnation or other eminent domain proceedings pursuant to any Law, general or special, or (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceeding, or (iii) by any other means, or (b) any de facto condemnation. The Taking shall be considered to have taken place as of the later of the date actual physical possession is taken by the condemnor, or the date on which the right to compensation and damages accrues under the law applicable to the Leased Premises.

“Term” means the Primary Term or any Renewal Term, whichever is then in effect.

“Third Appraiser” has the meaning assigned to such term in Exhibit F.

“Third Party Offer” has the meaning assigned to such term in Section 21.

“Third Party Purchaser” has the meaning assigned to such term in Section 21.

“Third Valuation” has the meaning assigned to such term in Exhibit F.

“Trade Fixtures” means all machinery, apparatus, furniture, fixtures and equipment now or hereafter installed by Tenant and used in connection with the conduct of Tenant’s business on the Leased Property, other than fixtures and items of personal property that are integral to the ownership, maintenance and operation of the Improvements and which cannot be removed from the Leased Property without adversely affecting the value, or the general utility or use of such Leased Property.

“Transferee” has the meaning assigned to such term in Section 22.

“Use” has the meaning assigned to such term in Section 10.

“Valuation Notice” has the meaning assigned to such term in Exhibit F.

“Valuation Period” has the meaning assigned to such term in Exhibit F.

“Work” has the meaning assigned to such term in Section 13.

2.Demise of Premises. Landlord hereby demises and lets to Tenant, and Tenant hereby takes and leases from Landlord, for the Term and upon the provisions hereinafter specified, the following described property (collectively, the “Leased Premises”):

(a)prior to the Acquisition Date, the premises described in Exhibit A hereto, together with the Appurtenances (the “Initial Premises”);

(b)from and after the Acquisition Date, the Initial Premises and the premises described in Exhibit B hereto, together with Appurtenances (the “Additional Premises” and, together with the Initial Premises, collectively, the “Land”);

(c)all buildings, structures and other improvements now or hereafter constructed on the Land (collectively, the “Improvements”); and

(d)the fixtures, machinery, equipment and other property described in Exhibit C hereto (collectively, the “Building Equipment”).

3.Title, Condition and Possession.

(a)The Leased Premises are demised and let subject to (i) the rights of any Persons in possession of the Leased Premises, (ii) the existing state of title of any of the Leased Premises, including any Permitted Encumbrances, (iii) any state of facts which an accurate survey or physical inspection of the Leased Premises might show, (iv) all Legal Requirements, including any existing violation of any thereof, and (v) the condition of the Leased Premises as of the Commencement Date, without representation or warranty by Landlord.

(b)LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) AND THE INDEMNITEES HAVE NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD OR ANY OF THE INDEMNITEES BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, INCOME, EXPENSES, ENTITLEMENTS OR ZONING, (xv) THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, ENVIRONMENTAL VIOLATION, RELEASE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi) COMPLIANCE OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE LEASED PREMISES ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, NEITHER LANDLORD NOR ANY INDEMNITEES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 3(b) HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD OR ANY INDEMNITEE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

(c)Tenant represents to Landlord that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that fee simple title (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Leased Premises as provided herein.

               4.Use of Leased Premises; Quiet Enjoyment.

(a)Tenant may occupy and use the Leased Premises for the operation of any lawful business purpose related to the conduct of Tenant’s business. Tenant shall not use or occupy or permit any of the Leased Premises to be used or occupied, nor do or permit anything to be done in or on any of the Leased Premises, in a manner which would or might (i) violate any Law, Legal Requirement or Easement Agreement, (ii) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it difficult or impossible to obtain any such insurance at commercially reasonable rates, (iii) cause structural injury to any of the Improvements, (iv) constitute a public or private nuisance or waste, or (v) violate or not be permitted pursuant to, a Permitted Encumbrance.

(b)Subject to the provisions hereof, so long as no Event of Default has occurred and is continuing, Tenant shall quietly hold, occupy and enjoy the Leased Premises throughout the Term, without any hindrance, ejection or molestation by Landlord with respect to matters that arise after the date hereof, provided that Landlord or its agents may enter upon and examine any of the Leased Premises at such reasonable times as Landlord may select and upon two (2) business days’ prior notice to Tenant (except in the case of an emergency, in which no notice shall be required) for the purpose of inspecting the Leased Premises, verifying compliance or non-compliance by Tenant with its obligations hereunder and the existence or non-existence of an Event of Default or event which with the passage of time and/or giving of notice would constitute an Event of Default, showing the Leased Premises to prospective Lenders and purchasers and taking such other action with respect to the Leased Premises as is permitted by any provision hereof.

(c)Tenant shall not abandon or vacate the Leased Premises and Tenant shall operate its business at the Leased Premises pursuant to the terms and provisions of this Lease. If Tenant ceases to do business at all or a material portion of the Leased Premises for a period longer than six (6) months, then Landlord may request that the Tenant use commercially reasonable efforts to attempt to sublet the Leased Premises.

5.Term.

(a)Subject to the provisions hereof, Tenant shall have and hold the Leased Premises for an initial term (such term, as the same may be extended in the manner set forth hereinafter, being referred to herein as the “Primary Term”) commencing on the Commencement Date and ending on January 31, 2027 (the “Initial Expiration Date”). If, on or prior to the Initial Expiration Date or the expiration of any Renewal Term this Lease shall not have been sooner terminated, then on the Initial Expiration Date and on the fifth, tenth, and fifteenth anniversaries of the Initial Expiration Date (the Initial Expiration Date and each such anniversary being referred to herein as a “Renewal Date”), Tenant shall have the right to extend the Term for an additional period of five years (each such extension period, a “Renewal Term”). In order to extend the then Term for a Renewal Term, Tenant shall notify Landlord at least twelve (12) months prior to, but no earlier than fifteen (15) months prior to, each Renewal Date that Tenant desires to extend the then Term for a Renewal Term. It is a condition to the extension of the Term of the Lease at each Renewal Date that (a) no Event of Default shall have occurred or be continuing as of the date Tenant gives notice to Landlord of Tenant’s intention to so extend the Term for an additional five-year period, and (b) no Event of Default shall have occurred and be continuing as of such Renewal Date. Any such extension of the Term shall be subject to all of the provisions of this Lease, as the same may be amended, supplemented or modified (except that Tenant shall have no right to any additional renewal terms).

(b)The Primary Term and/or any Renewal Term may also be extended upon the occurrence of certain events as set forth in Section 13(a).

(c)During the last year of the Term (as the same may be renewed pursuant to Section 5(a)), Landlord shall have the right to advertise the availability of the Leased Premises for sale or reletting, to erect signs upon the Leased Premises indicating such availability and to show the Leased Premises to prospective tenants at such reasonable times as Landlord may select. Landlord shall also have the right at any time to show the Leased Premises to prospective purchasers or Lenders at such reasonable times as Landlord may select.

6.Minimum Rent; Interim Rent. Commencing on the Full Rent Commencement Date and continuing throughout the Primary Term, Tenant shall pay to Landlord, as annual minimum rent for the Leased Premises during the first Lease Year, the amount of Seven Hundred Thirty-two Thousand Nine Hundred Fifty-five and no/100 Dollars ($732,955.00). The annual minimum rent for the second Lease Year and every Lease Year thereafter, beginning with the first day of the second Lease Year and continuing on the first day of third Lease Year and every Lease Year thereafter throughout the Primary Term (the first day of each such Lease Year being referred to herein as an “Adjustment Date”), shall be increased by an amount equal to two and three-tenths percent (2.3%) of the Minimum Rent payable immediately prior to the Adjustment Date. During any Renewal Term, such annual minimum rent shall be equal to ninety five percent (95%) of the Fair Market Rental Value of the Leased Premises. Such annual minimum rent, as so adjusted for any Lease Year during the Primary Term or any Renewal Term, is referred to herein as the “Minimum Rent”. Minimum Rent shall be allocated among the properties comprising the Initial Premises and Additional Premises as set forth in Exhibit D, and shall be subject to increases pursuant to Section 13(a). Minimum Rent shall be paid monthly in advance on the first day of each month during the Primary Term or any Renewal Term (each such day being a “Minimum Rent Payment Date”) in the amount of the annual Minimum Rent then in effect divided by twelve (12). Monthly Minimum Rent for the first Lease Year shall be Sixty-one Thousand Seventy-nine and 58/100 Dollars ($61,079.58) per month. Each such rental payment shall be made, at Landlord’s sole discretion, to Landlord at its address set forth above or to such one or more other Persons, at such addresses and in such proportions as Landlord may direct by ten (10) days’ prior written notice to Tenant (in which event Tenant shall give Landlord notice of each such payment concurrent with the making thereof). Pro rata minimum rent for the Initial Premises (based on the annual Minimum Rent for the first Lease Year and the allocations set forth in Exhibit D) for the period commencing on the Commencement Date and ending on the day preceding the Full Rent Commencement Date (the “Interim Rent”) shall be payable, in advance, on the Commencement Date.

If required by Landlord, Tenant shall pay the Interim Rent and Minimum Rent to Landlord (or to a Lender designated by Landlord) monthly by ACH and in immediately available funds.

7.Additional Rent.

(a)Tenant shall pay and discharge, as additional rent (collectively, “Additional Rent”) the following amounts:

(i)except as otherwise specifically provided herein, all Costs of Tenant, Landlord, Lender and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the use, non-use, occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the performance of any of Tenant’s obligations under this Lease, (C) any Condemnation proceedings, (D) the adjustment, settlement or compromise of any insurance claims involving or arising from any of the Leased Premises, (E) the prosecution, defense or settlement of any litigation involving or arising from any of the Leased Premises or this Lease, (F) the exercise or enforcement by Landlord, its successors and assigns, of any of its rights or remedies under this Lease, (G) any amendment to or modification or termination of this Lease made at the request of Tenant, and/or (H) any act undertaken by Landlord (or its counsel) at the request of Tenant, or incurred in connection with any act of Landlord performed on behalf of Tenant;

(ii)after the date which is five (5) business days after the date on which all or any portion of any installment of Interim Rent or Minimum Rent is due and not paid, an amount equal to five percent (5%) of the amount of such unpaid installment or portion thereof. The foregoing late fees are not a penalty, and Tenant’s obligation to pay Landlord late fees as set forth above shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner;

(iii)interest at the rate (the “Default Rate”) of three percent (3%) per annum in excess of the Prime Rate on the following sums until paid in full: (A) all overdue installments of Interim Rent or Minimum Rent from the respective due dates thereof, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of Landlord’s notice of the payment made by Landlord, and (C) all other overdue amounts of Additional Rent, from the date when any such amount becomes overdue;

(iv)concurrently with each payment of Interim Rent or Minimum Rent, any rent tax, sales tax, excise tax, privilege tax or other tax then payable with respect to real property rents, and any penalties in connection therewith; and

(v)any other items specifically required to be paid by Tenant under this Lease, including items in Section 12 that reference this Section 7.

(b)Tenant shall pay and discharge (i) any Additional Rent referred to in Section 7(a)(i) when the same shall become due, provided that amounts which are billed to Landlord or any third party, but not to Tenant, shall be paid within five (5) days after Landlord’s demand for payment thereof, and (ii) any other Additional Rent, within five (5) days after Landlord’s demand for payment thereof.

(c)In no event shall amounts payable under Section 7(a)(ii), (iii) and (iv) exceed the maximum amount permitted by applicable Law.

8.Net Lease; Non-Terminability.

(a)This is a net lease and all Monetary Obligations shall be paid by Tenant without notice or demand and without set-off, counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (collectively, a “Set-Off”).

(b)Except as otherwise expressly provided herein, this Lease and the rights of Landlord and the obligations of Tenant hereunder shall not be affected by any event or for any reason, including the following: (i) any damage to or theft, loss or destruction of any of the Leased Premises, (ii) any Casualty or Condemnation, (iii) Tenant’s acquisition of ownership of any of the Leased Premises other than pursuant to an express provision of this Lease, (iv) any default on the part of Landlord hereunder or under any Note, Mortgage, Assignment or any other agreement, (v) any latent or other defect in any of the Leased Premises, (vi) the breach of any warranty of any seller or manufacturer of any of the Building Equipment, (vii) any violation of any provision of this Lease by Landlord, (viii) the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution or winding-up of, or other proceeding affecting Landlord, (ix) the exercise of any remedy, including foreclosure, under any Mortgage or Assignment, (x) any action with respect to this Lease (including the disaffirmance hereof) which may be taken by Landlord, any trustee, receiver or liquidator of Landlord or any court under the Federal Bankruptcy Code or otherwise, (xi) any interference with Tenant’s use of the Leased Premises by parties other than Landlord, (xii) market or economic changes, or (xiii) any other cause, whether similar or dissimilar to the foregoing, any present or future Law to the contrary notwithstanding.

(c)The obligations of Tenant hereunder shall be separate and independent covenants and agreements, all Monetary Obligations shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of Tenant hereunder shall continue unaffected unless the requirement to pay or perform the same shall have been terminated pursuant to an express provision of this Lease. All Rent payable by Tenant hereunder shall constitute “rent” for all purposes (including Section 502(b)(6) of the Bankruptcy Code).

(d)Except as otherwise expressly provided herein, Tenant shall have no right and hereby waives all rights which it may have under any Law (i) to quit, terminate or surrender this Lease or any of the Leased Premises, or (ii) to any Set-Off of any Monetary Obligations.

9.Payment of Impositions. Tenant shall, before interest or penalties are due thereon, pay and discharge all taxes (including real and personal property, franchise, sales and rent taxes, and any penalties in connection therewith), all charges for any easement or agreement maintained for the benefit of any of the Leased Premises (including any Easement Agreement), all assessments and levies, all permit, inspection and license fees, all rents and charges for water, sewer, utility and communication services relating to the any of Leased Premises, all ground rents and all other public charges whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against (i) Tenant, (ii) Tenant’s leasehold interest in the Leased Premises, (iii) any of the Leased Premises, (iv) Landlord as a result of or arising in respect of the acquisition, ownership, occupancy, leasing, use, possession or sale of any of the Leased Premises, any activity conducted on any of the Leased Premises, or the Rent, in each case whether accruing before or after the Commencement Date (collectively, the “Impositions”); provided, however, that nothing herein shall obligate Tenant to pay (A) income, excess profits or other taxes of Landlord which are determined on the basis of Landlord’s net income or net worth (unless such taxes are in lieu of or a substitute for any other tax, assessment or other charge upon or with respect to the Leased Premises which, if it were in effect, would be payable by Tenant under the provisions hereof or by the terms of such tax, assessment or other charge), (B) any estate, inheritance, succession, gift or similar tax imposed on Landlord, or (C) any capital gains tax imposed on Landlord in connection with the sale of the Leased Premises to any Person. If any Imposition may be paid in installments without interest or penalty, Tenant shall have the option to pay such Imposition in installments so long as each installment is timely paid and Landlord receives evidence of each such payment. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions. Tenant shall deliver to Landlord (1) copies of all settlements and notices pertaining to the Impositions which may be issued by any governmental authority within ten (10) days after Tenant’s receipt thereof, (2) receipts for payment of all taxes required to be paid by Tenant hereunder within ten (10) days after the due date thereof, and (3) receipts for payment of all other Impositions within ten (10) days after Landlord’s request therefor.

10.Compliance with Laws and Agreements; Environmental Matters.

(a)Tenant shall, at its expense, comply with and conform to, and cause the Leased Premises and any other Person occupying any part of the Leased Premises to comply with and conform to, all Insurance Requirements and Legal Requirements (including all applicable Environmental Laws). Tenant shall not at any time (i) cause, permit or suffer to occur any Environmental Violation or (ii) permit any sublessee, assignee or other Person occupying the Leased Premises under or through Tenant to cause, permit or suffer to occur any Environmental Violation. Without limiting the foregoing, Tenant shall not use, store, transport, dispense, sell, Release or discharge any Hazardous Substances, except in strict compliance with all Environmental Laws.

(b)Tenant, at its sole cost and expense, will at all times promptly and faithfully abide by, discharge and perform all of the covenants, conditions and agreements contained in any Easement Agreement or in any other contract or agreement relating to the Leased Premises on the part of Landlord or the occupier to be kept and performed thereunder. Tenant will not alter, modify, amend or terminate any Easement Agreement, give any consent, approval or waiver thereunder, or enter into any new Easement Agreement without, in each case, the prior written consent of Landlord.

(c)Upon at least two (2) business days’ prior written notice from Landlord, Tenant shall (after the Commencement Date) permit such persons as Landlord may designate (“Site Reviewers”) to visit the Leased Premises and perform environmental site investigations and assessments (“Site Assessments”) on the Leased Premises for the purpose of determining whether there exists on the Leased Premises any Environmental Violation or any condition which could result in any Environmental Violation. Such Site Assessments may include both above and below the ground testing for Environmental Violations and such other tests as may be necessary, in the opinion of the Site Reviewers, to conduct the Site Assessments. If Site Reviewers determine that the testing of soil and/or groundwater at the Leased Premises is necessary, Site Reviewers shall provide Tenant with a detailed written explanation setting forth a reasonable basis for the performance of such testing at the Leased Premises. Tenant shall supply to the Site Reviewers such historical and operational information regarding the Leased Premises as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. So long as (i) Tenant is not in default hereunder and (ii) Landlord does not have reasonable cause to suspect that an Environmental Violation has occurred on the Leased Premises (in either situation Tenant shall be responsible for the cost of the site assessment), Landlord shall pay for the cost of such site assessment conducted by Landlord no more frequently than once every other Lease Year; provided, however, that if the results of such assessment indicate that a Hazardous Condition or an Environmental Violation exists, then Tenant shall pay for the cost of such site assessment. If such Environmental Violation is determined to be related to Existing Environmental Conditions at the Leased Premises, then Tenant shall have all rights and obligations with regard to the Existing Environmental Conditions as are set forth in Section 10(e) and 10(g) of this Lease.

(d)If an Environmental Violation, Hazardous Condition, or Existing Environmental Condition is found to exist and, in Tenant’s reasonable judgment, the cost of remediation of the same is likely to exceed $25,000, Tenant shall provide Landlord with written notice within ten (10) days of such discovery. If, in Landlord’s reasonable judgment, the cost of such remediation is likely to exceed $100,000, then, within ten (10) days after Landlord’s request therefor, Tenant shall provide Landlord with adequate financial assurances that Tenant will take Remedial Actions to effect such remediation in accordance with applicable Environmental Laws. Such financial assurances shall be a bond or letter of credit reasonably satisfactory to Landlord in form and substance and in an amount equal to or greater than Landlord’s reasonable estimate, based upon a Site Assessment performed pursuant to Section 10(c), of the anticipated cost of such Remedial Actions.

(e)If any Environmental Violation, Hazardous Condition, or Existing Environmental Condition occurs or is found to exist (for example, but without limitation, a detection of a leak in an underground tank or a petroleum spillage by a tanker), Tenant, at its sole expense, shall take any and all Remedial Actions and other actions as necessary to cure such Environmental Violation, Hazardous Condition, or Existing Environmental Condition in strict compliance with Environmental Laws and take any other action with regard to the Existing Environmental Conditions specifically set forth in Exhibit G. Tenant shall be responsible for all reporting, investigation and/or remediation requirements under any Environmental Law with respect to any Environmental Violation, Hazardous Condition, or Existing Environmental Condition, all at Tenant’s sole cost and expense. If Tenant fails to correct any Environmental Violation, Hazardous Condition, or Existing Environmental Condition which occurs or is found to exist or fails to take such steps as may be required by the applicable governmental authorities in accordance with applicable Environmental Laws, Landlord shall have the right (but no obligation) to take any and all actions as Landlord shall deem necessary or advisable in order to cure such Environmental Violation, Hazardous Condition or Existing Environmental Condition, all at Tenant’s sole cost and expense, and as Additional Rent.

(f)From and after the Commencement Date, the Use of any Hazardous Substances at the Leased Premises shall not be permitted, unless such Use is in full compliance with all Environmental Laws and any other applicable local, state and federal statutes, orders, ordinances, rules and regulations. As used in this Lease, the “Use” of Hazardous Substances means the receipt, handling, generation, storage, use, dispensing, treatment, recycling, sale, transfer, transportation, introduction, or incorporation of Hazardous Substances into, on, about, under or from the Leased Premises, whether by Tenant or by any contractor, subcontractor, subtenant, licensee, concessionaire, or invitee of Tenant.

(g)Tenant shall notify Landlord immediately after (1) becoming aware of any actual, alleged or threatened Environmental Violation or Hazardous Condition; (2) any and all enforcement actions, initiation of Remedial Actions or other governmental or regulatory actions (excluding routine actions such as permit renewals) instituted, completed or threatened pursuant to any Environmental Laws affecting the Leased Premises; (3) all claims made or threatened by any third person against Tenant or the Leased Premises relating in any way whatsoever to Hazardous Substances, Environmental Violations or Hazardous Conditions; (4) Tenant’s knowledge of any Release of Hazardous Substances at, on, in, under or from the Leased Premises or on, in or under any adjoining property; or (5) Tenant’s noncompliance with any of the covenants contained in this Section 10, and Tenant shall forward to Landlord immediately upon receipt thereof copies of all orders, reports, notices, permits, applications or other communications relating to any such violation or noncompliance. Tenant shall provide Landlord with information reasonably requested by Landlord concerning Hazardous Substances in connection with the Leased Premises, regardless of whether there is an Environmental Violation. Landlord and Tenant acknowledge that each has received notice of the Environmental Violations, if any, or Hazardous Conditions, if any, identified in the environmental reports and/or any separate Environmental Violations or Hazardous Conditions listed on Exhibit G (collectively, the “Existing Environmental Conditions”). So long as Tenant is not in default under its obligations hereunder, Landlord consents to any corrective action and remediation performed by Tenant pursuant to a remediation plan submitted by Tenant to, and approved by, the applicable governmental authorities (the “Remediation Plan”) in compliance with Environmental Laws with regard to any such Existing Environmental Conditions [to the extent additional remedial measures are not specifically set forth in Exhibit G with regard to Existing Environmental Conditions]. So long as (i) Tenant is not in default hereunder, and (ii) Landlord has approved such Remediation Plan, such approval not to be unreasonably withheld, Tenant shall have the exclusive right to take any action deemed necessary to implement such Remediation Plan, including (1) communications with regulatory authorities, third parties and environmental contractors, (2) preparation of corrective action plans, (3) performance of environmental testing of soil and/or groundwater, and (4) performance of corrective action, including installation of temporary and permanent monitoring wells, removal or impacted soil and groundwater, and preparation of any reports relating to such corrective action. Landlord shall cooperate with Tenant with regard to any action that is necessary in order for Tenant to satisfy Tenant’s obligations relating to Existing Environmental Conditions.

(h)All future leases, subleases or concession agreements relating to the Leased Premises entered into by Tenant shall contain covenants of the other party to not at any time (i) cause any Environmental Violation to occur or (ii) permit any Person occupying the Leased Premises through said subtenant or concessionaire to cause any Environmental Violation to occur.

(i)Tenant shall indemnify, defend (with counsel acceptable to Landlord), release and hold Landlord and all Indemnitees (as set forth in Section 15) harmless from any and all claims, demands, judgments, damages, penalties, fines, Costs, liabilities or losses (including claims for diminution in value of the Leased Premises, stigma related damages, damages for the loss of or restriction on use of rentable or usable space or of any amenity of the Leased Premises, damages arising from any adverse impact on marketing the Leased Premises, and all sums paid in settlement of claims, and all reasonable attorneys’ fees and Costs, reasonable consultant fees and costs and reasonable expert fees and costs) whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with any alleged, threatened or actual (1) the presence of, Tenant’s Use of, or any Release of, Hazardous Substance in, on, under, about or from any part of the Leased Premises, whether or not such Hazardous Substances existed on the Leased Premises prior to the Commencement Date; (2) violation of any Environmental Law applicable to the Leased Premises; (3) Environmental Violation or Hazardous Condition with respect to the Leased Premises; including, but not limited to, (a) damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Section 107 of CERCLA, or any successor section or act or provision of any similar state or local Law, or (b) liability for costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Environmental Laws; (4) breach or default by Tenant of any of Tenant’s covenants set forth in this Section 10; (5) the costs associated with response costs and for costs of removal and Remedial Actions, including all necessary plans and reports, incurred by the U.S. Environmental Protection Agency, or any other federal, state or local governmental agency or entity or by any other Person, incurred pursuant to the CERCLA, RCRA, or any other applicable Environmental Laws; (6) oversight charges, fines, damages or penalties arising from the presence or Release of Hazardous Substances, and any related Remedial Actions, incurred pursuant to the provisions of CERCLA, RCRA, or any other applicable Environmental Laws; (7) liability to third parties arising out of the presence or Release of Hazardous Substances for personal injury, bodily injury, or property damage arising under any statutory or common law theory, including damages assessed for the maintenance of a public or private nuisance or any trespass, the costs of Remedial Actions, or for the carrying on of an abnormally dangerous activity; (8) direct or indirect compensatory, consequential, or punitive damages arising out of any claim based on the presence or Release of Hazardous Substances or damage or threatened damage to Environmental Conditions; (9) Costs, fees and expenses of attorneys, consultants and experts incurred or sustained in making any investigation on account of any claim, in prosecuting or defending any action brought in connection therewith, in obtaining or seeking to obtain a release therefrom, or in enforcing any of the agreements herein contained; and (10) Rent during any period in which Remedial Actions are being taken. The foregoing indemnity, defense, release and hold harmless obligations of Tenant shall apply to Tenant’s Use of Hazardous Substances irrespective of whether any activities related to such Use were or will be undertaken in accordance with Environmental Laws or other applicable laws, regulations, codes and ordinances. Tenant specifically agrees that it shall not sue or seek contribution from any Indemnitee or any successors or assigns thereof in any matter relating Environmental Violation and/or Hazardous Substance liability. All reasonable Costs and expenses related to this Section incurred by Landlord shall be repaid by Tenant to Landlord as Additional Rent. This Section 10(i) shall survive the expiration, termination or rejection in bankruptcy of the Lease.

(j)Tenant shall, within five (5) days after request by Landlord at any time during the Term, execute the Certification Related to the USA Patriot Act in the form attached hereto as Exhibit E.

11.Liens; Recording.

(a)Tenant shall not, directly or indirectly, create or permit to be created or to remain and shall promptly discharge or remove any lien, levy or encumbrance on any of the Leased Premises or on any Rent or any other sums payable by Tenant under this Lease, other than any Mortgage or Assignment, the Permitted Encumbrances and any mortgage, lien, encumbrance or other charge created by or resulting solely from any act or omission of Landlord. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE LEASED PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO ANY OF THE LEASED PREMISES. LANDLORD MAY AT ANY TIME, AND AT LANDLORD’S REQUEST TENANT SHALL PROMPTLY, POST ANY NOTICES ON THE LEASED PREMISES REGARDING SUCH NON-LIABILITY OF LANDLORD.

(b)Tenant shall (subject to Landlord’s prior review and execution) execute, deliver and record, file or register all such instruments as may be required or permitted by any present or future Law in order to evidence the respective interests of Landlord and Tenant in the Leased Premises, and shall cause a memorandum of this Lease (or, if such a memorandum cannot be recorded, filed or registered, this Lease), and any supplement hereto or thereto, to be recorded, filed or registered in such manner and in such places as may be required or permitted by any present or future Law in order to protect the validity and priority of this Lease.

12.Maintenance and Repair.

(a)Tenant shall, at its own cost and expense, keep the Leased Premises, including all portions thereof, in good order and condition at all times on and after the Commencement Date to and including the date of the termination of the Term, by lapse of time or otherwise. Tenant shall timely and properly maintain, repair and replace all of the Leased Premises and all of its component parts, including parking lot surfaces and stripes, all landscaping, mechanical systems, electrical and lighting systems, plumbing and sewage systems, fixtures and appurtenances, interior walls, columns and floors, and ceilings, so as to preserve and protect the useful life, utility and value of such components, and in all events so as to preserve the effectiveness of any warranty relating thereto, such repairs and replacements to be at least in quality and class to the original work. If any segment of the Leased Premises shall become obsolete, non-functional, or uneconomic to repair, Tenant shall remove such item from the Leased Premises and promptly replace it with an item of comparable initial value and function. Promptly upon installation of any equipment, other than any Trade Fixtures, Tenant shall deliver to Landlord the original warranty (which shall specify Landlord as the owner of the equipment and Tenant’s having a non-exclusive license and authority of Landlord solely to enforce such warranty during the Term of the Lease) relating to such equipment. Within thirty (30) days following Landlord’s written request therefor, Tenant shall deliver to Landlord a written statement showing all removals and replacements of such systems or components since the last such report, including manufacturers, model numbers, and serial numbers. Landlord may, upon two (2) business days’ prior notice (except that no notice shall be required if an Event of Default exists), cause independent private inspectors to make inspections of the Leased Premises or any segments thereof to determine Tenant’s compliance under this Section 12. If such inspection by Landlord reveals that the Leased Premises, or any portion thereof, including any equipment thereon, is not in the condition required by this Lease in any material respect, then Tenant shall pay for such additional inspections performed by Landlord through the inspection approving the condition of such Leased Premises as being in conformity with the Lease. In addition, Tenant shall pay the cost of any such inspection at the Leased Premises by or on behalf of Landlord while an Event of Default exists.

(b)If any Improvement, now or hereafter constructed, shall (i) encroach upon any setback or any property, street or right-of-way adjoining the Leased Premises, (ii) violate the provisions of any restrictive covenant affecting the Leased Premises, (iii) hinder or obstruct any easement or right-of-way to which any of the Leased Premises is subject or (iv) impair the rights of others in, to or under any of the foregoing, Tenant shall, promptly after receiving notice or otherwise acquiring knowledge thereof, either (A) obtain from all necessary parties waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation, hindrance, obstruction or impairment, whether the same shall affect Landlord, Tenant or both, or (B) take such action as shall be necessary to remove all such encroachments, hindrances or obstructions and to end all such violations or impairments, including, if necessary, making Alterations.

(c)Landlord may, but is not required to, after three (3) business days’ notice to Tenant (except in the case of an emergency, in which case no notice to Tenant shall be necessary), enter the Leased Premises and make such repairs, alterations, improvements, additions, replacements or maintenance as Landlord deems necessary to cure any default of Tenant hereunder, and Tenant shall pay Landlord as Additional Rent forthwith (and in any event within thirty (30) days) after being billed for same by Landlord the cost thereof plus an administrative fee of three percent (3%) of such cost, which bill shall be accompanied by reasonably supporting documentation. Such amounts shall bear interest at the Default Rate from the date of expenditure by Landlord to the date of repayment by Tenant.

(d)Except as expressly provided elsewhere in this Lease, it is intended by Tenant and Landlord that Landlord shall have no obligation, in any manner whatsoever, to build any improvements on the Leased Premises, to maintain or make any repairs, replacements, alterations or renewals of any nature or description to the Leased Premises (or any equipment therein), whether structural or nonstructural, all of which obligations are intended, as between Landlord and Tenant, to be those of Tenant. Tenant expressly waives the benefit of any statute now or in the future in effect which would otherwise afford Tenant the right to make repairs at Landlord’s expense or to terminate this Lease because of Landlord’s failure to keep the Leased Premises in good order, condition and repair.

(e)Tenant shall maintain at the Leased Premises, and turn over to Landlord upon expiration or termination of this Lease, then current operating manuals and original warranties (to the extent applicable) for the equipment then located on the Leased Premises.

13.Alterations, Improvements and Expansions.

(a)Tenant shall have the right, without having obtained the prior written consent of Landlord, to make (i) Alterations or a series of related Alterations that, as to any such Alterations or series of related Alterations, do not cost in excess of $100,000, (ii) to make Improvements or a series of related Improvements that, as to any such Improvements or series of related Improvements, do not cost in excess of $100,000, and (iii) to install equipment in the Improvements or accessions to the Building Equipment that, as to such accessions, do not cost in excess of $100,000, so long as at the time of construction or installation of any such Alterations, Improvements or installation of such accessions no Event of Default exists and the value and utility of the Leased Premises is not diminished thereby. If the cost of any Alterations, series of related Alterations, Improvements, series of related Improvements, equipment or accessions thereto is in excess of $100,000 (each, an “Expansion”) the prior written approval of Landlord shall be required. In the event that Landlord grants such prior written approval to Tenant for the undertaking of an Expansion, Landlord will pay for the approved costs of such Expansion and the Minimum Rent shall be increased over the remaining Term so as to allow Landlord to recover the cost of such Expansion plus a return on capital equal to the prevailing Capital Growth Rate. Also, if such approval is granted and such Expansion is undertaken within the last five (5) years of any Term, then the current Term shall be increased by five (5) years from the date of the conclusion of such Expansion and the Minimum Rent allocated to the affected Leased Premises (as allocated in accordance with Exhibit D before giving effect to such Expansion) shall be adjusted to a blended rate based on the (1) the current Minimum Rent allocated to such Leased Premises at such time, including annual escalations thereof, and (2) the lease rate on the Expansion as agreed upon by Landlord and Tenant.

(b)If Tenant makes any Alterations pursuant to this Section 13 or as required by Section 12 or 17 (such Alterations and actions being hereinafter collectively referred to as “Work”), whether or not Landlord’s consent is required, then (i) the market value of the Leased Premises shall not be lessened by any such Work or its usefulness impaired, (ii) all such Work shall be performed by Tenant in a good and workmanlike manner, using only licensed contractors and new materials, (iii) all such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the Insurance Requirements, (v) if any such Work involves the replacement of Building Equipment or parts thereof, all replacement Building Equipment or parts shall have a value and useful life equal to the greater of (A) the value and useful life on the date hereof of the Building Equipment being replaced or (B) the value and useful life of the Building Equipment being replaced immediately prior to the occurrence of the event which required its replacement, (vi) Tenant shall promptly discharge or remove all liens filed against any of the Leased Premises arising out of such Work, (vii) Tenant shall procure and pay for all permits and licenses required in connection with any such Work, (viii) all such Work, shall be the property of Landlord and shall be subject to this Lease, and Tenant shall execute and deliver to Landlord any document requested by Landlord evidencing the assignment to Landlord of all estate, right, title and interest (other than the leasehold estate created hereby) of Tenant or any other Person thereto or therein, and (ix) Tenant shall comply, to the extent requested by Landlord or required by this Lease, with the provisions of Section 19(a), whether or not such Work involves restoration of the Leased Premises.

14.Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Section 11 or 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Section 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as “Permitted Violations”), so long as at the time of such contest no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof, the amount of the damages caused thereby, or the extent of its or Landlord’s liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied. Tenant shall provide Landlord security which is satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Section 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant’s contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Section 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.

15.Indemnification.

(a)In addition to the indemnification obligations set forth in Section 10, commencing as of the Commencement Date, Tenant shall pay, protect, indemnify, defend, save and hold harmless Landlord, Lender and all other Persons described in Section 29 (each an “Indemnitee”) from and against any and all liabilities, losses, damages (including punitive damages), penalties, Costs (including attorneys’ fees and costs), causes of action, suits, claims, demands or judgments of any nature whatsoever, howsoever caused, without regard to the form of action and whether based on strict liability, negligence or any other theory of recovery at law or in equity, arising from (i) any matter pertaining to the acquisition (or the negotiations leading thereto), ownership, use, non-use, occupancy, operation, condition, design, construction, maintenance, repair or restoration of the Leased Premises, (ii) any casualty in any manner arising from the Leased Premises, whether or not Indemnitee has or should have knowledge or notice of any defect or condition causing or contributing to said casualty, or (iii) any violation by Tenant of any provision of this Lease, any contract or agreement to which Tenant is a party, any Legal Requirement or any Permitted Encumbrance or any encumbrance Tenant consented to or any Mortgage or Assignment.

(b)In case any action or proceeding is brought against any Indemnitee by reason of any such claim, (i) Tenant may, except in the event of a conflict of interest or a dispute between Tenant and any such Indemnitee or during the continuance of an Event of Default, retain its own counsel and defend such action (it being understood that Landlord may employ counsel of its choice to monitor the defense of any such action, all at Tenant’s cost and expense), and (ii) such Indemnitee shall notify Tenant to resist or defend such action or proceeding by retaining counsel reasonably satisfactory to such Indemnitee, and such Indemnitee will cooperate and assist in the defense of such action or proceeding if reasonably requested so to do by Tenant. In the event of a conflict of interest or dispute or during the continuance of an Event of Default, Landlord shall have the right to select counsel, and the cost of such counsel shall be paid by Tenant.

(c)Tenant acknowledges and agrees that Landlord (except in the event of, and then only to the extent directly attributable to, Landlord’s gross negligence or willful misconduct), any Lender and all Indemnitees shall not be liable, under any circumstances, for any loss, injury, death or damage to person or property (including the business or any loss of income or profit therefrom) of Tenant, Tenant’s members, officers, directors, shareholders, agents, employees, contractors, customers, invitees or any other person in or about the Leased Premises, whether the same are caused by (1) fire, explosion, falling plaster, steam, dampness, mold, electricity, gas, water, rain or other act of God, (2) breakage, leakage or other defects of sprinklers, wires, appliances, plumbing fixtures, water or gas pipes, roof, air conditioning, lighting fixtures, street improvements, or subsurface improvements, (3) theft, acts of God, acts of the public enemy, riot, strike, insurrection, war, terrorism, power failures, blackouts, energy or power shortages, court order, requisition or order of governmental body or authority, (4) any act or omission of any other occupant of the Leased Premises or any other party, (5) operations in construction of any private, public or quasi-public work, or (6) any other cause, including damage or injury which arises from the condition of the Leased Premises, from occupants of adjacent property, from the public, or from any other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same are inaccessible to Tenant, or which may arise through repair, alteration or maintenance of any part of the Leased Premises or failure to make any such repair, from any condition or defect in, on or about the Leased Premises including any Environmental Violation, Hazardous Condition and/or Hazardous Activity, or the presence of any mold or any Hazardous Substance, or from any other condition or cause whatsoever.

(d)All obligations of Tenant under this Section 15 shall survive any termination, expiration or rejection in bankruptcy of this Lease.

16.Insurance.

(a)Commencing as of the Commencement Date and continuing thereafter throughout the Term, Tenant shall maintain the following insurance on or in connection with the Leased Premises:

(i)“All-risk” real and personal property insurance against physical loss or damage to the Improvements and Building Equipment as provided under a “special form” property insurance policy including flood (if the Leased Premises is in a flood zone), windstorm and earthquake coverage in amounts not less than the full replacement cost of the Improvements and Building Equipment. Such policies shall contain a replacement cost endorsement, an agreed amount endorsement (deleting any co-insurance provisions), a law and ordinance endorsement, and shall contain deductibles not more than $25,000 per occurrence;

(ii)Commercial general liability insurance including products liability, F&O insurance and business automobile liability insurance (including owned, non-owned and hired automobile liability) and excess liability or umbrella coverage against claims for personal and bodily injury, death or property damage occurring on, in or as a result of the use of the Leased Premises, in an amount not less than $10,000,000 per occurrence/annual aggregate and all other coverage extensions that are usual and customary for properties of this size and type; there shall be severability of interest as though separate policies were issued to each additional insured except with respect to limits of liability;

(iii)Worker’s compensation insurance to the extent required by law covering all persons employed by Tenant in connection with any work done on or about any of the Leased Premises for which claims for death, disease or bodily injury may be asserted against Landlord, Tenant or any of the Leased Premises;

(iv)Comprehensive boiler, machinery and equipment breakdown insurance on any of the Building Equipment or any other machinery or equipment on or in the Leased Premises for full replacement cost;

(v)Business income/interruption insurance to include loss of rents at limits sufficient to cover one hundred percent (100%) of the annual Rent payable to Landlord with a period of indemnity not less than one (1) year from time of loss. Such insurance shall name Landlord as loss payee with respect to Rent payable to or for the benefit of Landlord under this Lease;

(vi)During any period in which substantial Alterations or Improvements at the Leased Premises are being undertaken, builder’s risk insurance covering the total completed value including any “soft costs” with respect to the Improvements being altered or repaired (on a completed value, non-reporting basis), replacement cost of work performed and equipment, supplies and materials furnished in connection with such construction or repair of Improvements or Building Equipment, together with such “soft cost” endorsements and such other endorsements as Landlord may reasonably require and general liability, worker’s compensation and automobile liability insurance with respect to the Improvements being constructed, altered or repaired;

(vii)Breach of warranty coverage as found in a lender’s loss payable endorsement and/or mortgagee’s clause to apply to Landlord so that any violations of the terms, conditions or warranties of any insurance policy by the named insured or others will not invalidate the coverage insofar as the interests of Landlord are concerned; and

(viii)Such other insurance (or other terms with respect to any insurance required pursuant to this Section 16, including amounts of coverage, deductibles, and form of mortgagee clause) as Landlord or Lender may reasonably require, which at the time is usual and commonly obtained in connection with properties similar in type of building size, use and location to the Leased Premises, including, if deemed appropriate by Landlord, terrorism insurance.

(b)The insurance required by Section 16(a) shall be written by companies which have a rating by A. M. Best Company of not less than A-/VII or otherwise reasonably acceptable to Landlord, and are approved to write insurance policies by the State Insurance Department for the State. The insurance policies (i) shall be for such terms and deductibles as Landlord may reasonably approve and (ii) shall be in amounts sufficient at all times to satisfy any coinsurance requirements thereof. The insurance referred to in Sections 16(a)(i), 16(a)(iv), 16(a)(v), 16(a)(vi), 16(a)(vii), 16(a)(viii), 16(a)(ix), and 16(a)(x) shall name Landlord as owner (and as an additional insured/landlord) and as sole loss payee as its interest may appear (at Landlord’s request, Lender will be named as loss payee and as a mortgagee insured pursuant to a standard non-contributory mortgagee endorsement in favor of, and acceptable to, Landlord and Lender). The insurance referred to in Section 16(a)(ii), 16(a)(vii), 16(a)(viii), 16(a)(ix), and 16(a)(x) shall name Landlord and Lender as additional insureds. If said insurance or any part thereof shall expire, be withdrawn, become void, voidable, unreliable or unsafe for any reason, including a breach of any condition thereof by Tenant or the failure or impairment of the capital of any insurer, or if for any other reason whatsoever said insurance shall become reasonably unsatisfactory to Landlord, Tenant shall immediately obtain new or additional insurance reasonably satisfactory to Landlord. All insurance required to be maintained by Tenant under Section 16(a) shall be primary to, and non-contributing with, any insurance maintained by Landlord.

(c)Each policy required by any provision of Section 16(a), except clause (iii) thereof, shall provide that it may not be cancelled or modified except after thirty (30) days’ prior notice to Landlord and Lender. Each such policy shall also provide that any loss otherwise payable thereunder shall be payable notwithstanding (i) any act or omission of Landlord or Tenant which might, absent such provision, result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of any of the Leased Premises for purposes more hazardous than those permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by Lender pursuant to any provision of the Mortgage, Note, Assignment or other document evidencing or securing the Loan upon the happening of an event of default therein or (iv) any change in title to or ownership of any of the Leased Premises.

(d)Tenant shall pay as they become due all premiums (and deductibles) for the insurance required by Section 16(a), shall renew or replace each policy and deliver to Landlord evidence of the payment of the full premium therefor or installments due prior to the due dates thereof, and in no event later than ten (10) days prior to the expiration date or cancellation (for nonpayment) of such policy. Landlord shall have the option, but never the responsibility, to make premium payments. Landlord shall not be responsible for warranties or representations to underwriters. Prior to the Commencement Date, Tenant shall deliver to Landlord a certificate of insurance evidencing all insurance coverages required to be maintained by Tenant hereunder, together with an endorsement(s) adding Landlord and Lender as additional insureds thereunder. Tenant shall promptly forward to Landlord copies of all original policies and endorsements upon Tenant’s receipt thereof.

(e)Any insurance which Tenant is required to obtain pursuant to Section 16(a) may be carried under a “blanket” or umbrella policy or policies covering other properties or liabilities of Tenant, provided that such “blanket” or umbrella policy or policies otherwise comply with the provisions of this Section 16 and provided, further, that Tenant shall provide to Landlord a statement of values which shall be reviewed annually and amended as necessary based on replacement cost valuations. The original or a certified copy of each such “blanket” or umbrella policy shall promptly be delivered to Landlord upon request.

(f)Tenant shall promptly comply with and conform to (i) all provisions of each insurance policy required by this Section 16 and (ii) all requirements of the insurers thereunder applicable to Landlord, Tenant or any of the Leased Premises or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of any of the Leased Premises, even if such compliance necessitates Alterations or results in interference with the use or enjoyment of any of the Leased Premises.

(g)Tenant shall not carry separate insurance concurrent in form or contributing in the event of a Casualty with that required in this Section 16 unless (i) Landlord and Lender are included therein as additional insureds, with loss payable as provided herein, and (ii) such separate insurance complies with the other provisions of this Section 16. Tenant shall immediately notify Landlord of such separate insurance and shall deliver to Landlord certificates of such insurance and, if requested, the original policies thereof.

(h)All policies shall contain full waivers of subrogation against Landlord. Additionally, the policy limits for all policies required to be maintained by Tenant hereunder shall not in any way affect or limit Tenant’s indemnification, defense, release and hold harmless obligations set forth in this Lease.

(i)The per occurrence and annual aggregate limits for all insurance required to be maintained by Tenant hereunder may be increased by Landlord from time to time to reflect current market conditions (not more frequently than once every five years) or to meet Lender requirements.

(j)Tenant shall provide Landlord with acceptable forms of evidence of the insurance required by Section 16(a) containing the original signature of the insurance underwriter or a duly authorized agent or broker prior to the closing/funding and prior to the termination, cessation or replacement of coverage thereafter throughout the term of the agreement.

(k)Tenant agrees that the insurance maintained by Tenant does not release Tenant from liability as contained within the terms of this Lease, and that Landlord is under no obligation or duty to ascertain the existence or adequacy of insurance. Tenant shall do nothing to interrupt or disallow any insurance required under the terms of this Lease. All insurance maintained by Tenant shall be underwritten with insurers or reinsurers, if applicable, acceptable to Landlord.

17.Casualty and Condemnation: Claims.

(a)If any Casualty to the Leased Premises occurs, Tenant shall give Landlord and Lender immediate notice thereof. So long as no Event of Default exists Tenant is hereby authorized to negotiate all claims under any of the insurance policies required by Section 16(a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver all necessary proofs of loss, receipts, vouchers and releases required by the insurers, and Landlord shall have the right to join with Tenant therein, so long as Tenant provides Landlord with copies of all correspondence to and from the insurance carrier or its representative. Any final adjustment, settlement or compromise of any such claim shall, however, be subject to the prior written approval of Landlord, which shall not be unreasonably withheld or delayed, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant’s attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Section 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides.

(b)Tenant, immediately upon receiving a Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of Default exists, Tenant is authorized to negotiate the amount of any Net Award and Landlord shall have the right to join with Tenant herein (so long as Tenant provides Landlord with copies of all correspondence to and from the condemning authority or its representative). Any final adjustment, settlement or compromise of any such Net Award shall, however, be subject to the prior written approval of Landlord, which shall not be unreasonably withheld or delayed, and Landlord shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise relating to a Net Award. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or negotiations under threat thereof or to contest the Condemnation or the amount of the Net Award therefor. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed. Subject to the provisions of this Section 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder (including bonus value) or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s Trade Fixtures, equipment or other tangible property which is not part of the Building Equipment, moving expenses or loss of business, if available, to the extent that and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord’s fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant’s leasehold interest hereunder. The rights of Landlord under this Section 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides.

18.Casualty and Condemnation: Restoration. If any Casualty (whether or not insured against) or Condemnation shall occur, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary Obligations. Promptly after such Casualty or Condemnation, Tenant, as required in Sections 12(a) and 13(b), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). So long as no Event of Default exists, any Net Award up to and including $50,000 shall be paid by Landlord to Tenant and Tenant shall restore the Leased Premises in accordance with the requirements of Sections 12(a) and 13(b) of this Lease. Any Net Award in excess of $50,000 shall be made available by Landlord (or Lender, if required by the terms of any Mortgage) to Tenant for the restoration of any of the Leased Premises pursuant to and in accordance with the provisions of Section 19 hereof.

19.Restoration Procedures.

(a)Landlord (or Lender if required by any Mortgage) shall hold Net Award in excess of $50,000 in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund only in accordance with the following conditions:

(i)prior to commencement of restoration, (A) the architects, contracts, contractors, plans and specifications for the restoration shall have been approved by Landlord, (B) Landlord and Lender shall be provided with mechanics’ lien insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Landlord, and name Landlord and Lender as additional dual obligees, and (C) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed;

(ii)at the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s liens shall have been filed against any of the Leased Premises and remain undischarged;

(iii)disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence, including architects’ certificates, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (B) waivers of liens, (C) contractors’ and subcontractors’ sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (E) other evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims;

(iv)each request for disbursement shall be accompanied by a certificate of Tenant, signed by the president or a vice president of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease;

(v)Landlord may retain ten percent (10%) of the restoration fund until the restoration is fully completed, including all “punch list” items;

(vi)if the Restoration Fund is held by Landlord, the Restoration Fund shall not be commingled with Landlord’s other funds and shall bear interest at a rate agreed to by Landlord and Tenant; and

(vii)such other reasonable conditions as Landlord or Lender may impose.

(b)Prior to commencement of restoration and at any time during restoration, if the estimated cost of completing the restoration work free and clear of all liens, as determined by Landlord, exceeds the amount of the Net Award available for such restoration, the amount of such excess shall, upon demand by Landlord, be paid by Tenant to Landlord to be added to the Restoration Fund. Any sum so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of restoration, the Net Award shall be deemed to be disbursed prior to any amount added by Tenant.

(c)If any sum remains in the Restoration Fund after completion of the restoration and any refund to Tenant pursuant to Section 19(b), such sum shall be retained by Landlord.

          20. Assignment and Subletting; Prohibition against Leasehold Financing.

(a)Without the prior written consent of Landlord, unless guaranteed in writing by Tenant by a written instrument in form and substance satisfactory to Landlord, Tenant may not:

(i)assign, mortgage or pledge this Lease, voluntarily or involuntarily, whether by operation of law or otherwise, except to Tenant’s Affiliates; or

(ii)sublet any of the Leased Premises at any time to any other Person.

Any such purported assignment or sublease in violation of this Section 20(a) shall be null and void. Whether or not Landlord consents to any proposed assignment, mortgage, sublease or other transfer, Tenant shall, within ten (10) days after request in writing by Landlord, reimburse Landlord for all Costs and expenses incurred by Landlord in connection with its review thereof.

(b)If Tenant assigns all its rights and interest under this Lease with Landlord’s consent, the assignee under such assignment shall expressly assume all the obligations of Tenant hereunder, actual or contingent, including obligations of Tenant which may have arisen on or prior to the date of such assignment, by a written instrument delivered to Landlord at the time of such assignment. Each sublease of any of the Leased Premises shall be subject and subordinate to the provisions of this Lease. No assignment or sublease shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made. No assignment or sublease shall impose any additional obligations on Landlord under this Lease.

(c)Tenant shall, within ten (10) days after the execution and delivery of any assignment or sublease consented to by Landlord, deliver a duplicate original copy thereof to Landlord which, in the event of an assignment, shall be in recordable form.

(d)As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases (the “Subleases”) now in existence or hereinafter entered into for any or all of the Leased Premises, any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Landlord hereby grants to Tenant a license to collect and enjoy all rents and other sums of money payable under any Sublease of any of the Leased Premises, provided, however, that Landlord shall have the absolute right at any time during the continuance of an Event of Default upon notice to Tenant and any subtenants to revoke said license and to collect such rents and sums of money and to apply the same to installments of Interim Rent or Minimum Rent next due and owing. Tenant shall not accept any rents under any Sublease more than thirty (30) days in advance of the accrual thereof nor do nor permit anything to be done, the doing of which, nor omit or refrain from doing anything, the omission of which, will or could be a breach of or default in the terms of any of the Subleases.

          21.Sales by Landlord; Right of First Refusal.

(a)Landlord may sell or transfer any of the Initial Premises or the Additional Premises at any time to any third party (each, a “Third Party Purchaser”); provided, however, that prior to any such sale or transfer, Landlord shall give notice to Tenant of the terms offered by the Third Party Purchaser (the “Third Party Offer”) and offer to sell or transfer such property or properties to Tenant on the same terms and conditions as are set forth in the Third Party Offer. Tenant shall then have ten (10) days after receipt of Landlord’s offer to either accept or reject such offer in writing. If Tenant does not accept or reject such offer within such period of ten (10) days, then Tenant will be deemed to have rejected Landlord’s offer, and Landlord shall be free to sell such property or properties to such Third Party Purchaser or to any other Person on terms no less favorable to Landlord than those set forth in the Third Party Offer at any time within one hundred eighty (180) days after Tenant’s rejection of Landlord’s offer. It is a condition to Tenant’s right of first refusal that (a) no Event of Default shall have occurred or be continuing as of the date on which Landlord receives the Third Party Offer which shall trigger such right of first refusal, and (b) no Event of Default shall have occurred or be continuing as of the date on which Tenant seeks to exercise a right of first refusal by accepting Landlord’s offer to sell or transfer such property or properties to Tenant.

(b)In the event of any such transfer to a Third Party Purchaser, Tenant shall attorn to such Third Party Purchaser as Landlord, provided such Third Party Purchaser or Landlord has notified Tenant in writing of such transfer. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord or the Third Party Purchaser may reasonably request, provided that such agreements do not increase the liabilities and obligations of Tenant hereunder. Whenever Landlord transfers its interest in the Leased Premises (whether to a Third Party Purchaser or an Affiliate or subsidiary of Landlord), Landlord shall be automatically released from further performance under this Lease and from all further liabilities and expenses hereunder, provided the transferee of Landlord’s interest assumes all liabilities and obligations of Landlord hereunder from the date of such transfer.

22.Events of Default. The occurrence of any one or more of the following (after expiration of any applicable cure period as provided in Section 22) shall, at the sole option of Landlord, constitute an “Event of Default” under this Lease:

(a)Tenant shall fail to pay any Interim Rent or Minimum Rent as and when the same becomes due, and such failure continues for five (5) days after Landlord gives written notice thereof to Tenant, provided that if Tenant is more than five (5) days late in the payment of Interim Rent or Minimum Rent in any twelve (12) consecutive months period, only one notice need be given by Landlord during such twelve (12) consecutive months and any subsequent failure to pay Interim Rent or Minimum Rent on or before its due date within such twelve (12) consecutive months shall constitute an Even of Default after five (5) days without notice;

(b)Tenant shall fail to pay any Additional Rent or any other Monetary Obligation as and when the same becomes due and payable and such failure continues for more than five (5) days after Landlord gives written notice thereof to Tenant;

(c)a default occurs under Section 20;

(d)Tenant shall fail to perform and observe, or there shall occur a violation or breach of, any other provision hereof, not otherwise specifically mentioned in this Section 22 as and when such performance or observance is due and such failure, violation or breach continues for more than thirty (30) days after Landlord gives written notice thereof to Tenant; provided, however, that if such failure, violation or breach is not reasonably susceptible to cure within such period of thirty (30) days, an Event of Default shall not exist as long as Tenant commences with due diligence and dispatch the curing of such failure, violation or breach within such period of thirty (30 days and thereafter prosecutes with diligence and dispatch and completes the curing of such failure, violation or breach within a reasonable time not to exceed one hundred eighty (180) days;

(e)any representation or warranty made by Tenant herein or in any certificate, demand or request made pursuant hereto proves to be incorrect, now or hereafter, in any material respect;

(f)a default beyond any applicable cure period or at maturity by Tenant in any payment of principal or interest on any obligations for borrowed money having an original principal balance of $10,000,000 or more in the aggregate, or in the performance of any other provision contained in any instrument under which any such obligation is created or secured (including the breach of any covenant thereunder), (x) if such payment is a payment at maturity or a final payment, or (y) if an effect of such default is to cause, or permit any Person to cause, such obligation to become due prior to its stated maturity;

(g)a default by Tenant beyond any applicable cure period in the payment of rent under, or in the performance of any other material provision of, any other lease or leases that have, in the aggregate, rental obligations over the terms thereof of $500,000 or more if the landlord under any such lease or leases commences to exercise its remedies thereunder;

(h)a final, non-appealable judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate shall be rendered against Tenant and the same shall remain undischarged for a period of sixty (60) consecutive days;

(i)Tenant shall (A) file, or consent by answer or otherwise to the filing against Tenant of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, (B) make a general assignment for the benefit of creditors, (C) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers for itself or for any substantial part of the Leased Premises, (D) be unable to pay its debts as they mature or shall admit in writing its inability to pay its debts when due, or (E) take action for the purpose of any of the foregoing;

(j)a court or governmental authority shall enter an order, judgment or decree (A) appointing, without the consent of Tenant, a custodian, receiver, trustee or other officer with similar powers with respect to Tenant or any substantial part of the Leased Premises, (B) constituting an order for relief or approving a petition for relief or reorganization or arrangement or any other petition in bankruptcy, insolvency or other debtors’ relief law of any jurisdiction, or (C) ordering the dissolution, winding-up or liquidation of Tenant; and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered;

(k)Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution;

(l)the estate or interest of Tenant in any of the Leased Premises shall be levied upon or attached in any proceeding and such estate or interest is about to be sold or transferred or such process shall not be vacated or discharged within sixty (60) days after it is made;

(m)Tenant shall fail to convey the Additional Properties to Landlord on or before January 31, 2007in accordance with the terms of the Purchase Agreement;

(n)Tenant shall fail to perform or observe, or there shall occur a violation or breach of, or a misrepresentation by Tenant under, any provision of any agreement or any other document between Tenant and Lender, if such failure, violation, breach or misrepresentation gives rise to a default beyond any applicable cure period with respect to any Loan;

(o)Guarantor shall engage, enter into, or publicly announce a Corporate Control Event, unless each of the following conditions precedent is satisfied (a “Permitted Transfer”):

(i)the successor to or transferee of Tenant of Guarantor (the “Transferee”) has a tangible net worth computed in accordance with GAAP consistently applied at least equal to the tangible net worth of Guarantor immediately prior to such Corporate Control Event, and satisfies the Corporate Control Criteria;

(ii)proof reasonably satisfactory to Landlord of such required net worth and satisfaction of the Corporate Control Criteria shall have been delivered to Landlord at least twenty (20) days prior to the effective date of any such Corporate Control Event;

(iii)the Transferee agrees directly with Landlord, by written instrument in form and substance reasonably satisfactory to Landlord, to be bound by all of the obligations and liabilities of Tenant under this lease or Guarantor under the Lease Guaranty, as the case may be;

(iv)in no event shall the originally named Tenant or Guarantor (or the entity into which Tenant or Guarantor is merged or consolidated) be released from its obligations under the Lease or the Lease Guaranty, as the case may be;

(v)any such transfer or transaction is for a legitimate, regular business purpose of Tenant or Guarantor and the Transferee, other than the direct or indirect transfer of Tenant’s interest in this Lease;

(vi)no Event of Default then exists or will exist immediately after giving effect to such Corporate Control Event; or

(p)a default, event of default or breach of any term or provision by Tenant (or an Affiliate of Tenant) under any agreement or document between Tenant (or an Affiliate of Tenant) and Landlord (or an Affiliate of Landlord); and

(q)an “Event of Default” as such term is defined in the Lease Guaranty.

23.Remedies and Damages Upon Default

(a)If an Event of Default shall have occurred and is continuing, Landlord shall have the right, at its sole option, then or at any time thereafter, to exercise its remedies and to collect damages from Tenant in accordance with this Section 23, subject in all events to applicable Law, without demand upon or notice to Tenant except as otherwise provided in Section 22 and this Section 23.

(i)Landlord may give Tenant notice of Landlord’s intention to terminate this Lease on a date specified in such notice and upon such date, this Lease, the estate hereby granted and all rights of Tenant hereunder shall expire and terminate. Upon such termination, Tenant shall immediately surrender and deliver possession of the Leased Premises to Landlord in accordance with Section 26. If Tenant does not so surrender and deliver possession of all of the Leased Premises, Landlord may re-enter and repossess any of the Leased Premises not surrendered, with legal process, by summary proceedings, ejectment or any other lawful means or procedure. Upon or at any time after taking possession of any of the Leased Premises, Landlord may, by peaceable means or legal process, remove any Persons or property therefrom. Landlord shall be under no liability for or by reason of any such entry, repossession or removal. Notwithstanding such entry or repossession, Landlord may collect the damages set forth in Section 23(b).

(ii)After repossession of any of the Leased Premises, Landlord shall have the right to relet any of the Leased Premises to such tenant or tenants, for such term or terms, for such rent, on such conditions and for such uses as Landlord in its sole discretion may determine, and collect and receive any rents payable by reason of such reletting. Landlord may make such Alterations in connection with such reletting as it may deem advisable in its sole discretion. Notwithstanding any such reletting, Landlord may collect the damages set forth in Section 23(b).

(iii) Landlord may declare by notice to Tenant the entire Interim Rent or Minimum Rent (in the amount of Interim Rent or Minimum Rent then in effect) for the remainder of the then current Term to be immediately due and payable. Tenant shall immediately pay to Landlord all such Interim Rent or Minimum Rent discounted to its Present Value, all accrued Rent then due and unpaid, all other Monetary Obligations which are then due and unpaid and all Monetary Obligations which arise or become due by reason of such Event of Default (including any Costs of Landlord). Upon receipt by Landlord of all such accelerated Interim Rent or Minimum Rent and Monetary Obligations, this Lease shall remain in full force and effect and Tenant shall have the right to possession of the Leased Premises from the date of such receipt by Landlord to the end of the Term, and subject to all the provisions of this Lease, including the obligation to pay all increases in Interim Rent or Minimum Rent and all Monetary Obligations that subsequently become due, except that (A) no Interim Rent or Minimum Rent which has been prepaid hereunder shall be due thereafter during the said Term, (B) Tenant shall have no option to extend or renew the Term.

(b)The following constitute damages to which Landlord shall be entitled if Landlord exercises its remedies under Section 23(a)(i) or 23(a)(ii):

(i)If Landlord exercises its remedy under Section 23(a)(i) but not its remedy under Section 23(a)(ii) (or attempts to exercise such remedy under Section 23(a)(ii) and is unsuccessful in reletting the Leased Premises) then, upon written demand from Landlord, Tenant shall pay to Landlord, as liquidated and agreed final damages for Tenant’s default and in lieu of all current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), and not as a penalty, an amount equal to the Present Value of all Interim Rent or Minimum Rent from the date of such demand to the date on which the Term is scheduled to expire hereunder in the absence of any earlier termination, re-entry or repossession. Tenant shall also pay to Landlord all of Landlord’s Costs in connection with the repossession of the Leased Premises and any attempted reletting thereof, including all brokerage commissions, legal expenses, reasonable attorneys’ fees, employees’ expenses, costs of Alterations and expenses and preparation for reletting.

(ii)If Landlord exercises its remedy under Section 23(a)(ii), then Tenant shall, until the end of what would have been the Term in the absence of the termination of the Lease, and whether or not any of the Leased Premises shall have been relet, be liable to Landlord for, and shall pay to Landlord, on the date on which the same are due and payable under the terms of this Lease all Monetary Obligations which would be payable under this Lease by Tenant in the absence of such termination less the net proceeds, if any, of any reletting pursuant to Section 23(a)(ii), after deducting from such proceeds all of Landlord’s Costs (including the items listed in the last sentence of Section 23(b)(i) hereof) incurred in connection with such repossessing and reletting; provided that if Landlord has not relet the Leased Premises, such Costs of Landlord shall be considered to be Monetary Obligations payable by Tenant. Landlord shall also be entitled to recover from Tenant as damages for loss of the bargain, and not as a penalty, an amount equal to the sum of (1) the Present Value of the excess, if any, of (a) all Interim Rent and Minimum Rent payable under this Lease from the date of termination, reentry or repossession, as the case may be, over (b) the greater of (x) amount of the base rent obtained by Landlord after reletting the Leased Premises, or (y) the Fair Rental Value of the Leased Premises, plus (2) all of Landlord’s Costs (including the items listed in the last sentence of Section 23(b)(i) hereof). As used herein the “Fair Rental Value” of the Leased Premises means an amount equal to the fair market rental value of the Leased Premises considered as unencumbered by this Lease and available for the highest and best use that may be made thereof. Tenant shall be and remain liable for all sums aforesaid, and Landlord may recover such damages from Tenant and institute and maintain successive actions or legal proceedings against Tenant for the recovery of such damages. Nothing herein contained shall be deemed to require Landlord to wait to begin such action or other legal proceedings until the date when the Term would have expired by its own terms had there been no such Event of Default.

(c)Notwithstanding anything to the contrary herein contained, in lieu of or in addition to any of the foregoing remedies and damages, Landlord may exercise any remedies and collect any damages available to it at law or in equity. If Landlord is unable to obtain full satisfaction pursuant to the exercise of any remedy, it may pursue any other remedy which it has hereunder or at law or in equity, it being understood that the remedies set forth herein are not exclusive and are cumulative in addition to any remedies allowed now or after the date hereof by applicable law.

(d)Landlord shall not be required to mitigate any of its damages hereunder. If any Law shall validly limit the amount of any damages provided for herein to an amount which is less than the amount agreed to herein, Landlord shall be entitled to the maximum amount available under such Law.

(e)No termination of this Lease, repossession or reletting of the Leased Premises, exercise of any remedy or collection of any damages pursuant to this Section 23 shall relieve Tenant of any Surviving Obligations.

(f)THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR THE COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY (INCLUDING ANY ACTION TO RESCIND OR CANCEL THIS LEASE AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE UNDERSIGNED TO EXECUTE THIS LEASE.

(g)Upon the occurrence of any Event of Default, Landlord shall have the right (but no obligation) to perform any act required of Tenant hereunder and, if performance of such act requires that Landlord enter the Leased Premises, Landlord may enter the Leased Premises for such purpose. Any such payment or performance by Landlord of Tenant’s obligations under this Lease shall be on Tenant’s account and at Tenant’s sole cost and expense, and as Additional Rent hereunder.

(h)No failure of Landlord (i) to insist at any time upon the strict performance of any provision of this Lease or (ii) to exercise any option, right, power or remedy contained in this Lease shall be construed as a waiver, modification or relinquishment thereof. A receipt by Landlord of any sum in satisfaction of any Monetary Obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in a writing signed by Landlord.

(i)Tenant hereby waives and surrenders, for itself and all those claiming under it, including creditors of all kinds, (i) any right and privilege which it or any of them may have under any present or future Law to redeem any of the Leased Premises or to have a continuance of this Lease after termination of this Lease or of Tenant’s right of occupancy or possession pursuant to any court order or any provision hereof, and (ii) the benefits of any present or future Law which exempts property from liability for debt or for distress for rent. Tenant hereby expressly waives the service of notice of intention to re-enter provided for in any statute now or hereafter in force, or to institute legal proceedings to that end, and also waives any and all right of redemption provided for in any statute now or hereafter in force in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. The terms “enter”, “re-enter”, “entry” or “re-entry”, as used in this Lease, are not restricted to their technical legal meanings.

(j)Except as otherwise provided herein, all remedies are cumulative and concurrent and no remedy is exclusive of any other remedy. Each remedy may be exercised at any time an Event of Default has occurred and is continuing and may be exercised from time to time. No remedy shall be exhausted by any exercise thereof.

(k)Tenant shall pay all of Landlord’s legal costs, expenses and reasonable attorneys’ fees, expert fees and consultant fees in exercising any of Landlord’s rights and remedies against Tenant, whether set forth herein or at law or equity.

(l)If Landlord elects to terminate this Lease on account of any Event of Default on the part of Tenant, then Landlord may: (i) terminate any sublease, license, concession, or other consensual arrangement for possession entered into by Tenant and affecting any of the Leased Premises; or (ii) choose to succeed to Tenant’s interest in such arrangement. No payment by a subtenant with respect to a sublease shall entitle such subtenant to possession of the Leased Premises after termination of this Lease and Landlord’s election to terminate the sublease by the subtenant. If Landlord elects to succeed to Tenant’s interest in such arrangement, then Tenant shall, as of the date of notice given by Landlord to Tenant of such election, have no further right to, or interest in, any rent or other consideration receivable under that arrangement.

24.Notices. All notices, demands, requests, consents, approvals, offers, statements and other instruments or communications required or permitted to be given pursuant to the provisions of this Lease shall be in writing and shall be deemed to have been given and received for all purposes when delivered in person or by Federal Express or other reliable 24-hour delivery service or five (5) business days after being deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the other party at its address stated above or when delivery is refused. A copy of any notice given by Tenant to the originally named Landlord shall simultaneously be given by Tenant to Reed Smith LLP, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219, Attn: Chairman Real Estate Department, and to CIT Capital USA Inc., 505 Fifth Avenue, New York, New York 10017, Attn: General Counsel. For the purposes of this Section, any party may substitute another address stated above (or substituted by a previous notice) for its address by giving fifteen (15) days’ notice of the new address to the other party, in the manner provided above.

25.Estoppel Certificate. At any time upon not less than ten (10) days’ prior written request by either Landlord or Tenant (the “Requesting Party”) to the other party (the “Responding Party”), the Responding Party shall deliver to the Requesting Party a statement in writing, executed by an authorized officer of the Responding Party, certifying (a) that, except as otherwise specified, this Lease is unmodified and in full force and effect, (b) the dates to which Interim Rent, Minimum Rent, Additional Rent and all other Monetary Obligations have been paid, (c) that, to the knowledge of the signer of such certificate and except as otherwise specified, no default by either Landlord or Tenant exists hereunder, (d) such other matters as the Requesting Party may reasonably request, and (e) if Tenant is the Responding Party that, except as otherwise specified, there are no proceedings pending or, to the knowledge of the signer, threatened, against Tenant before or by any court or administrative agency which, if adversely decided, would materially and adversely affect the financial condition and operations of Tenant. Any such statements by the Responding Party may be relied upon by the Requesting Party, any Person whom the Requesting Party notifies the Responding Party in its request for the Certificate is an intended recipient or beneficiary of the Certificate, any Lender or their assignees and by any prospective purchase or mortgagee of any of the Leased Premises. Any certificate required under this Section 25 and delivered by Tenant shall state that, in the opinion of each person signing the same, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to the subject matter of such certificate, and shall briefly state the nature of such examination or investigation. In addition to the rights of Landlord and Tenant to obtain estoppel certificates, Tenant shall, upon Lender’s request at any time, and from time to time during the existence of the Loan, and upon any foreclosure of the Loan or transfer in lieu thereof, deliver to Lender an estoppel certificate executed by Tenant, which Tenant shall provide in the same manner and with the same content and effect as estoppel certificates to be delivered by Tenant to Landlord, except that the estoppel certificate to Lender shall include such additional information as Lender may reasonably request.

26.Surrender. Upon the expiration or earlier termination of this Lease, Tenant shall peaceably leave and surrender the Leased Premises to Landlord in the same condition in which the Leased Premises was at the commencement of this Lease, except as repaired, rebuilt, restored, altered, replaced or added to as permitted or required by any provision of this Lease, and except for ordinary wear and tear. Upon such surrender, Tenant shall (a) remove from the Leased Premises all personal property, Trade Fixtures and equipment (other than the Building Equipment) which is owned by Tenant or third parties other than Landlord and (b) repair any damage caused by such removal. The personal property, Trade Fixtures and equipment not so removed shall become the property of Landlord. Landlord may thereafter cause such property to be removed from the Leased Premises. The cost of removing and disposing of such property and repairing any damage to any of the Leased Premises caused by such removal shall be paid by Tenant to Landlord upon demand. Landlord shall not in any manner or to any extent be obligated to reimburse Tenant for any such property which becomes the property of Landlord pursuant to this Section 26. If Tenant holds over in possession after the expiration of the Term, then such holding over shall not be deemed to extend the Term or renew this Lease, but rather the tenancy thereafter shall continue as a tenancy at sufferance pursuant to the terms and conditions herein contained, at one hundred fifty percent (150%) of the Interim Rent or Minimum Rent in effect on the date of such expiration (plus the requirement that Tenant pay to Landlord all Additional Rent); and Tenant shall indemnify, defend, protect (with counsel selected by Landlord) and hold Landlord and all Indemnitees wholly free and harmless of, from and against any and all damages, losses, costs, expenses and claims arising therefrom, including reasonable attorneys’ fees and costs. This Section 26 shall survive expiration, termination or rejection in bankruptcy of the Lease.

27.No Merger of Title. There shall be no merger of the leasehold estate created by this Lease with the fee estate in any of the Leased Premises by reason of the fact that the same Person may acquire or hold or own, directly or indirectly, (a) the leasehold estate created hereby or any part thereof or interest therein and (b) the fee estate in any of the Leased Premises or any part thereof or interest therein, unless and until all Persons having any interest in the interests described in (a) and (b) above which are sought to be merged shall join in a written instrument effecting such merger and shall duly record the same.

28.Books and Records.

(a)Tenant shall keep adequate records and books of account with respect to the finances and business of Tenant generally and with respect to the Leased Premises, in accordance with GAAP consistently applied, and shall permit Landlord and Lender by their respective agents, accountants and attorneys, upon three (3) business days’ prior written notice to Tenant, to visit and inspect the Leased Premises and examine (and make copies of) the records and books of account and to discuss the finances and business with the officers of Tenant, at such reasonable times as may be requested by Landlord; provided, however, that Landlord shall not make such request more than once during any consecutive twelve-month period. Upon the request of Lender or Landlord (either telephonically or in writing), Tenant shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit.

(b)Tenant shall deliver to Landlord and to Lender within ninety (90) days of the close of each fiscal year, annual audited financial statements of Tenant prepared by a nationally recognized firm of independent certified public accountants. Tenant shall also furnish to Landlord within forty-five (45) days after the end of each of the three first calendar quarters in each calendar year unaudited financial statements and all other quarterly reports of Tenant, certified by, respectively, Tenant’s chief financial officer. All financial statements of Tenant shall be prepared in accordance with GAAP consistently applied. All annual financial statements shall be accompanied by an opinion of said accountants stating that (A) there are no qualifications as to the scope of the audit and (B) the audit was performed in accordance with GAAP.

(c)All financial statements required under this Section 28 shall be accompanied by the certification of the president or a vice president of Tenant in the form attached hereto as Exhibit H, dated within five (5) days of the delivery of such statement, stating that (A) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Tenant has taken or proposes to take with respect thereto and (B) except as otherwise specified in such affidavit, that Tenant has fulfilled all of its obligations under this Lease which are required to be fulfilled on or prior to the date of such affidavit.

29.Non-Recourse as to Landlord. Anything contained herein to the contrary notwithstanding, any claim based on or in respect of any liability of Landlord under this Lease shall be enforced only against the Leased Premises and not against any other assets, properties or funds of (i) Landlord, (ii) Landlord’s members, and any entity controlling, controlled by, or in common control of Landlord or Landlord’s members, any director, officer, general partner, shareholder, limited partner, beneficiary, employee, consultant, contractor or agent of Landlord or any general partner of Landlord or any of its general partners (or any legal representative, heir, estate, successor or assign of any thereof), (iii) any predecessor or successor limited liability company, partnership or corporation (or other entity) of Landlord or any of its members, managers, general partners, shareholders, officers, directors, employees or agents, either directly or through Landlord or its general partners, shareholders, officers, directors, employees or agents or any predecessor or successor partnership or corporation (or other entity), (iv) any Lender, and any lender to a Person holding an interest in Landlord, (v) any Person affiliated with any of the foregoing, or any director, officer, employee or agent of any thereof; or (vi) the heirs, successors, personal representatives and assigns of any of the foregoing.

30.Financing. If Landlord desires to obtain a Loan, Tenant shall, upon request of Landlord, supply any such Lender with such notices and information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall execute a non-disturbance and attornment agreement, which may require Tenant to confirm that (a) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord, (b) Lender and its assigns will not be subject to any counterclaim, demand or offset which Tenant may have against Landlord, (c) Lender and its assigns will not be bound by any amendment to this Lease not consented to in writing by Landlord, and (d) Landlord has assigned its interest in the Lease to Lender and no consent or approval of Landlord pursuant to this Lease shall be effective without Lender’s consent.

31.Subordination. This Lease, any memorandum of this Lease and Tenant’s interest hereunder shall be subordinate to any Mortgage or other security instrument presently recorded or hereafter placed upon the Leased Premises by Landlord, and to any and all advances made or to be made thereunder, to the interest thereon, and all renewals, replacements and extensions thereof; provided, however, that such Mortgage or other security instrument (or a separate contemporaneous or subsequent instrument in recordable form duly executed by Lender and delivered to Tenant) shall include commercially reasonable subordination, non-disturbance and attornment provisions (“SNDA Provisions”), which Tenant will execute and deliver, without cost to Landlord or Lender. Such SNDA Provisions may provide, among other matters, that if any foreclosure proceedings are initiated by Lender or a deed in lieu is granted (or if any ground lease is terminated), Tenant agrees, upon written request of any such holder or any purchaser at foreclosure sale, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment, provided such Lender or purchaser at a foreclosure sale shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant does not default and fail to cure within the time permitted hereunder. The SNDA Provisions shall also include such other provisions as may be commercially reasonably requested by Lender. However, in the event of attornment, Lender shall not be: (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant might have against Landlord (prior to such Lender becoming Landlord under such attornment), or(ii) liable for any security deposit or bound by any prepaid Rent not actually received by Lender. The SNDA provisions may also include provisions set forth in the last sentence of Section 30 of this Lease.

32.Tax Treatment; Reporting. Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Building Equipment and Tenant as the lessee of such Leased Premises and Building Equipment including: (1) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Code with respect to the Leased Premises and Building Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.

33.Miscellaneous.

(a)The Section headings in this Lease are used only for convenience in finding the subject matters and are not part of this Lease or to be used in determining the intent of the parties or otherwise interpreting this Lease.

(b)As used in this Lease, the singular shall include the plural and any gender shall include all genders as the context requires and the following words and phrases shall have the following meanings: (i) “including” shall mean “including without limitation”; (ii) “provisions” shall mean “provisions, terms, agreements, covenants and/or conditions”; (iii) “lien” shall mean “lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust”; (iv) “obligation” shall mean “obligation, duty, agreement, liability, covenant and/or condition”; (v) “any of the Leased Premises” shall mean “the Leased Premises or any part thereof or interest therein”; (vi) “any of the Land” shall mean “the Land or any part thereof or interest therein”; (vii) “any of the Improvements” shall mean “the Improvements or any part thereof or interest therein”; and (viii) “any of the Building Equipment” shall mean “the Building Equipment or any part thereof or interest therein”.

(c)Any act which Landlord is permitted to perform under this Lease may be performed at any time and from time to time by Landlord or any person or entity designated by Landlord. Each appointment of Landlord as attorney-in-fact for Tenant hereunder is irrevocable and coupled with an interest. Except as otherwise specifically provided herein, Landlord shall not unreasonably withhold or delay its consent whenever such consent is required under this Lease, except that with respect to any assignment of this Lease or subletting of the Leased Premises not expressly permitted by the terms of this Lease. Time is of the essence with respect to the performance by Tenant of all of its obligations under this Lease.

(d)Landlord shall in no event be construed for any purpose to be a partner, joint venturer or associate of Tenant or of any subtenant, operator, concessionaire or licensee of Tenant with respect to any of the Leased Premises or otherwise in the conduct of their respective businesses.

(e)This Lease and any documents which may be executed by Tenant on or about the effective date hereof at Landlord’s request constitute the entire agreement between the parties and supersede all prior understandings and agreements, whether written or oral, between the parties hereto relating to the Leased Premises and the transactions provided for herein. Landlord and Tenant are business entities having substantial experience with the subject matter of this Lease and have each fully participated in the negotiation and drafting of this Lease. Accordingly, this Lease shall be construed without regard to the rule that ambiguities in a document are to be construed against the drafter.

(f)This Lease may be modified, amended, discharged or waived only by an agreement in writing signed by the party against whom enforcement of any such modification, amendment, discharge or waiver is sought.

(g)Subject to the terms and provisions of Section 20 hereof, the covenants of this Lease shall run with the land and bind Tenant, its successors and assigns and all present and subsequent encumbrancers and subtenants of any of the Leased Premises, and shall inure to the benefit of Landlord, its successors and assigns. If there is more than one Tenant, the obligations of each shall be joint and several.

(h)If any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(i)This Lease shall be governed by and construed and enforced in accordance with the Laws of the State.

(j)Except as otherwise expressly stated in this Lease, any consent or approval required to be obtained from Landlord may be granted by Landlord in its sole discretion. In any instance in which Landlord agrees not to act unreasonably, Tenant hereby waives any claim for damages against or liability of Landlord which is based upon a claim that Landlord has unreasonably withheld or unreasonably delayed any consent or approval requested by Tenant, and Tenant agrees that its sole remedy shall be an action for declaratory judgment. If with respect to any required consent or approval Landlord is required by the express provisions of this Lease not to unreasonably withhold or delay its consent or approval, and if it is determined in any such proceeding referred to in the preceding sentence that Landlord acted unreasonably, the requested consent or approval shall be deemed to have been granted; however, Landlord shall have no liability whatsoever to Tenant for its refusal or failure to give such consent or approval. Tenant’s sole remedy for Landlord’s unreasonably withholding or delaying, consent or approval shall be as provided in this Section.

(k)Landlord and Tenant each represents to the other that no broker has been involved in this Lease. Landlord and Tenant agree that if any claim for brokerage commissions are ever made against Landlord or Tenant in connection with this Lease, all claims shall be handled and paid by the party whose actions or alleged commitments form the basis of such claim.

(l)This Lease may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Lease Agreement is executed as of the day and year first above written.

LANDLORD:

CIT CRE LLC, a Delaware limited liability company

By:

Title:

TENANT:

LEONARD’S METAL, INC., a Missouri corporation

By:

Title:

[Signature Page to Lease Agreement]

EXHIBIT A

INITIAL PREMISES

Address	City	State
3600 Mueller Road	St. Charles	Missouri

[attach legal description]

EXHIBIT B

ADDITIONAL PREMISES

Address	City	State
2629 Esthner Court	Wichita	Kansas
3030 No. Hwy. 94	St. Charles	Missouri

[attach legal descriptions]

EXHIBIT C

BUILDING EQUIPMENT

All fixtures, machinery, apparatus, equipment, fittings and appliances of every kind and nature whatsoever now or hereafter affixed or attached to or installed in any of the Leased Premises (except as hereafter provided), including all electrical, anti-pollution, heating, lighting (including hanging fluorescent lighting), incinerating, power, air cooling, air conditioning, humidification, sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and ventilating systems, devices and machinery and all engines, pipes, pumps, tanks (including exchange tanks and fuel storage tanks), motors, conduits, ducts, steam circulation coils, blowers, steam lines, compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities, stairwells, fencing (including cyclone fencing), passenger elevators, together with all additions thereto, substitutions therefor and replacements thereof required or permitted by this Lease, but excluding the Trade Fixtures.

EXHIBIT D

MINIMUM RENT ALLOCATION SCHEDULE

[Attach Minimum Rent Schedule]

EXHIBIT E

CERTIFICATION RELATED TO THE USA PATRIOT ACT

The undersigned (“Tenant”) hereby certifies to CIT CRE LLC (“Landlord”) the following:

1.      Tenant maintains a place of business that is located at a fixed address (other than an electronic address or post office box) known as __________________________.

2.      Tenant has no knowledge that it is not in full compliance with laws relating to bribery, corruption, fraud, money laundering and the Foreign Corrupt Practices Act.

3.The names and addresses of Tenant’s Owners (defined hereinafter), officers and directors are accurately reflected on Annex A to this certification. “Owner” means any individual who owns, controls, or has the power to vote more than 5% of any class of Tenant’s stock, or otherwise controls or has the power to control Tenant.

4.      None of said owners, officers or directors appears on any of the following lists maintained by the United States government (“Government Lists”):

(a)The two lists maintained by the United States Department of Commerce (Denied Persons and Entities; the Denied Persons list can be found at www.bxa.doc.gov/DPL/Default.shtm; the Entity List can be found at www.bxa.doc.gov/Entities/Default.htm;

(b)The list maintained by the United States Department of Treasury (Specially Designated Nationals and Blocked Persons, which can be found at www.ustreas.gov/ofac/t11sdn.pdf);

(c)Two lists maintained by the United States Department of State (Terrorist Organizations and Debarred Parties; the State Department List of Terrorists can be found at www.state.gov/s/ct/rls/fs/2001/6531.htm; the List of Debarred Parties can be found at www.pmdtc.org/debar059.htm); and

(d)Any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the rules and regulations of Office of Foreign Assets Control, U.S. Department of the Treasury, or by any other government.

5.     Tenant does not transact business on behalf of, or for the direct or indirect benefit of, any individual or entity named on any Government List.

I, _____________________, certify that I have read and understand this Certification and that the statements made in this certification and the attached Annexes are true and correct.

TENANT:

LEONARD’S METAL, INC.

By:

Title:

Executed on this _____ day of ___________, 20__.

EXHIBIT F

DETERMINATION OF FAIR MARKET RENTAL VALUE OF THE LEASED PREMISES

Determination of Fair Market Rental Value of the Leased Premises under Section 6 of this Lease shall be made in accordance with the following procedures:

(a)Fair Market Rental Value of the Leased Premises shall be determined by the agreement of two (2) qualified appraisers (each, an “Initial Appraiser”), one of which shall be selected by Landlord and the other of which shall be selected by Tenant as set forth in this Exhibit F. Tenant shall identify in writing, as part of Tenant’s written notice exercising a Renewal Term option, its determination of the Fair Market Rental Value of the Leased Premises and the Initial Appraiser who will be selected and retained by Tenant and, in such notice, specifically identify such Initial Appraiser’s name, address, phone number and professional qualifications. Within thirty (30) days after receipt of notice of Tenant’s determination and Initial Appraiser, Landlord shall either accept Tenant’s evaluation or provide notice of Landlord’s determination of the Fair Market Rental Value of the Leased Premises and the Initial Appraiser selected and retained by Landlord, and, in such notice, identify such Initial Appraiser’s name, address, phone number and professional qualifications. For thirty (30) days after Tenant’s receipt of such notice from Landlord, the parties shall endeavor to reach agreement on the Fair Market Rental Value of the Leased Premises for the applicable Renewal Term. If the parties fail to reach agreement, then each of Landlord and Tenant shall direct, in writing with a copy to the other party, its Initial Appraiser to work with the other party’s Initial Appraiser to endeavor to determine and reach agreement upon the Fair Market Rental Value of the Leased Premises, and thereafter to deliver in writing to Landlord and Tenant within thirty (30) days (such 30-day period, the “Valuation Period”) the agreed-upon Fair Market Rental Value of the Leased Premises (such notice, the “Valuation Notice”). The costs and expenses of each Initial Appraiser shall be paid by the party selecting such Initial Appraiser. If Tenant fails to identify in writing an Initial Appraiser as required by this Exhibit F, Landlord shall identify and select an Initial Appraiser on behalf of Tenant; provided, however, that Tenant shall be liable for the costs and expenses of such Initial Appraiser identified and selected on Tenant’s behalf by Landlord as if Tenant had identified and selected such Initial Appraiser.

(b)If the Initial Appraisers are not able to reach agreement upon the Fair Market Rental Value of the Leased Premises within the Valuation Period, within ten (10) days after the end of the Valuation Period, then (i) each Initial Appraiser shall deliver a written notice to Landlord, Tenant and the other Initial Appraiser setting forth such Initial Appraiser’s valuation of the Fair Market Rental Value of the Leased Premises (each, an “Initial Valuation”), and (ii) the Initial Appraisers shall jointly select a third qualified appraiser (the “Third Appraiser”). The Initial Appraisers shall, in writing with a copy to Landlord and Tenant, direct the Third Appraiser to determine a valuation of the Fair Market Rental Value of the Leased Premises, and to deliver in writing to Landlord, Tenant and the Initial Appraisers such valuation (the “Third Valuation”) within twenty (20) days of the date of the written direction retaining such Third Appraiser. After Landlord, Tenant and the Initial Appraisers have each received copies of the Initial Valuations and the Third Valuation, the Fair Market Rental Value of the Leased Premises shall be the determined as the arithmetic mean of the two valuations that are closest in value to each other. If the Initial Appraisers are unable to agree upon the designation of a Third Appraiser within the requisite time period or if the Third Appraiser selected does not make a valuation of the Fair Market Rental Value of the Leased Premises within twenty (20) days after being directed to do so by the Initial Appraisers, then such Third Appraiser or a substitute Third Appraiser, as applicable, shall, at the request of Landlord or Tenant, be appointed by the President or Chairman of the American Arbitration Association in New York, New York. The costs and expenses of the Third Appraiser (and substitute Third Appraiser and the American Arbitration Association, if applicable) shall be divided evenly between, and paid for by, Landlord and Tenant.

(c)All appraisers selected or appointed pursuant to this Exhibit F shall be independent qualified appraisers having not less than ten (10) years’ experience in the appraisal of properties similar to the Leased Premises. Such appraisers shall not have any right, power or authority to alter or modify any of the provisions of this Lease.

(d)Notwithstanding the foregoing, if Landlord and Tenant are able to agree upon a Fair Market Rental Value of the Leased Premises prior to the date on which the Initial Appraisers deliver their Initial Valuations, Landlord and Tenant shall execute an agreement setting forth such agreed-upon Fair Market Rental Value of the Leased Premises, and waiving each party’s right to have the Fair Market Rental Value of the Leased Premises determined in accordance with the procedures set forth in subsections (a) and (b) of this Exhibit F.

EXHIBIT G

ENVIRONMENTAL REPORTS

1.3600 Mueller Road, St. Charles, Missouri:

Phase I Environmental Site Assessment Report (LAC Project No. 06-44054.3) prepared by LandAmerica Assessment Corporation dated December 26, 2006.

Environmental Violations and Hazardous Conditions Disclosed:

[none]

Remediation Actions to be Undertaken:

Develop and implement an asbestos O&M program for the property

2.2629 Esthner Court, Wichita, Kansas:

[Environmental Site Assessment Report by LandAmerica Assessment Corporation]

Environmental Violations and Hazardous Conditions Disclosed:

[to be identified prior to the Additional Closing Date (as defined in the Purchase Agreement)]

Remediation Actions to be Undertaken:

[describe actions, if any, to be taken with respect to any Environmental Violations and Hazardous Conditions identified prior to the Additional Closing Date]

3.3030 No. Hwy. 94, St. Charles, Missouri:

[Environmental Site Assessment Report by LandAmerica Assessment Corporation]

Environmental Violations and Hazardous Conditions Disclosed:

[to be identified prior to the Additional Closing Date]

Remediation Actions to be Undertaken:

[describe actions, if any, to be taken with respect to any Environmental Violations and Hazardous Conditions identified prior to the Additional Closing Date]

EXHIBIT H

FORM OF CERTIFICATION

TO:CIT CRE LLC

This Compliance Certificate is furnished pursuant to that certain Lease Agreement dated as of December ____, 2006 (as the same may be amended, restated or otherwise modified from time to time, the “Lease Agreement”), between CIT CRE LLC, as landlord, and Leonard’s Metal, Inc., as tenant. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings defined in the Lease Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.   I am the duly elected ______________________ of Tenant.

2.   I have reviewed the terms of the Lease Agreement and I have made, or have caused to be made under my supervision, a review of the transactions and conditions of Tenant during the accounting period covered by the attached financial statements.

3.   The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default as of the date of this Compliance Certificate and except as otherwise specified in this Certification, Tenant has fulfilled all of its obligations under this Lease which are required to be fulfilled on or prior to the date of this Certification.

4.   The attached Financial Statements have been prepared in accordance with GAAP applied consistently throughout the period and with prior periods (except as disclosed therein).

This Compliance Certificate, together with the schedules hereto, is executed and delivered this ______ day of _________________, 200__.

Print Name:

Title:

EX-10.4

EXHIBIT 10.4

GUARANTY AND SURETYSHIP AGREEMENT

THIS GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”), dated as of the 29th day of December, 2006, made by LMI AEROSPACE, INC., a Missouri corporation (“Guarantor”), to CIT CRE LLC, a Delaware limited liability company (“Landlord”).

W I T N E S S E T H :

WHEREAS, Landlord, as lessor, (i) has entered into a Lease Agreement of even date herewith (a “Lease”), in which Landlord leased to Leonard’s Metals, Inc., a Missouri corporation (a “Tenant”), certain premises situated in Missouri and Kansas (the “LMI Metals Premises”), and (ii) will enter into another Lease on or before January 31, 2006 (also a “Lease” and, together with the Lease referenced in (i), the “Leases”), in which Landlord will lease to LMI Finishing, Inc., an Oklahoma corporation (also a “Tenant” and, together with the Tenant referenced in (i), the “Tenants”), certain premises situated in Oklahoma (collectively with the LMI Metals Premises, the “Leased Premises”);

WHEREAS, all of the issued and outstanding stock of Tenants is owned by Guarantor; and

WHEREAS, the execution and delivery by Guarantor of this Guaranty is a condition of, and material inducement to, Landlord to execute the Leases, and Guarantor expects to derive financial benefit from the Leases;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged by Guarantor, and intending to be legally bound, Guarantor hereby covenants and agrees as follows:

ARTICLE I

GUARANTEE

Section 1.01Guaranteed Obligations. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to, and becomes surety for, Landlord and its successors and assigns for the due, punctual, and full payment, performance, and observance of, and covenants with Landlord to duly, punctually, and fully pay and perform, the following (collectively, the “Guaranteed Obligations”):

(a)the full and timely payment of all Rent (as defined in each Lease) and all other amounts due or to become due to Landlord from the applicable Tenant under each Lease or any other agreement or instrument executed in connection therewith, whether now existing or hereafter arising, contracted, or incurred (collectively, the “Monetary Obligations”); and

(b)all covenants, agreements, terms, obligations and conditions, undertakings, and duties contained in each Lease to be observed, performed by, or imposed upon by the applicable Tenant under such Lease, whether now existing or hereafter arising, contracted, or incurred (collectively, the “Performance Obligations”),

as and when such payment, performance, or observance shall become due (whether by acceleration or otherwise) in accordance with the terms of the each Lease, which terms are incorporated herein by reference. The Guaranteed Obligations shall not be affected by either Tenant’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceeding affecting either Tenant. If for any reason any Monetary Obligation shall not be paid promptly when due, Guarantor shall, immediately upon demand, pay the same to Landlord when due under the terms of the applicable Lease. If for any reason either Tenant shall fail to perform or observe any Performance Obligation, Guarantor shall, immediately upon demand, perform and observe the same or cause the same to be performed or observed. If, by reason of any bankruptcy, insolvency or similar laws affecting the rights of creditors, Landlord shall be prohibited from exercising any of Landlord’s rights and remedies, including, but not limited to, enforcement of the terms of either Lease against the applicable Tenant, then as to Guarantor such prohibition shall be of no force and effect, and Landlord shall have the right to make demand upon, and receive payment and/or performance from, Guarantor of all Guaranteed obligations and Guarantor’s obligation in this respect shall be primary and not secondary. Guarantor acknowledges and agrees that the Monetary Obligations include, without limitation, Rent and other sums accruing and/or becoming due under the either Lease following the commencement by or against either Tenant of any action under the United States Bankruptcy Code or other similar statute. Guarantor shall pay all Monetary Obligations to Landlord at the address and in the manner set forth in each Lease or at such other address as Landlord shall notify Guarantor of in writing.

Section 1.02Guarantee Unconditional. The obligations of Guarantor hereunder are continuing, absolute and unconditional, irrespective of any circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the generality of the foregoing, the obligations of Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, abated, impaired, or in any way affected by:

(a)any amendment, modification, extension, renewal, or supplement to either Lease or any termination of either Lease or any interest therein;

(b)any assumption by any party of either Tenant’s or any other party’s obligations under, or either Tenant’s or any other party’s assignment of any of its interest in, the applicable Lease;

(c)any exercise or nonexercise of or delay in exercising any right, remedy, power or privilege under or in respect of this Guaranty or the Leases or pursuant to applicable law (even if any such right, remedy, power or privilege shall be lost thereby), including, without limitation, any so-called self-help remedies, or any waiver, consent, compromise, settlement, indulgence, or other action or inaction in respect thereof;

(d)any change in the financial condition of either Tenant, the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting Landlord, either Tenant, or Guarantor or any of their assets or any impairment, modification, release or limitation of liability of Landlord, either Tenant, or Guarantor or their respective estates in bankruptcy or of any remedy for the enforcement of such liability resulting from the operation of any present or future provision of the United States Bankruptcy Code or other similar statute or from the decision of any court;

(e)any extension of time for payment or performance of the Guaranteed Obligations or any part thereof;

(f)the genuineness, invalidity or unenforceability of all or any portion or provision of either Lease;

(g)any defense that may arise by reason of the failure of Landlord to file or enforce a claim against the estate of either Tenant in any bankruptcy or other proceeding;

(h)the release or discharge of either Tenant or any other person or entity from, or an accord and satisfaction which discharges, performance or observance of any of the agreements, covenants, terms or conditions contained in each Lease by operation of law or otherwise;

(i)the failure of Landlord to keep Guarantor advised of either Tenant’s financial condition, regardless of the existence of any duty to do so;

(j)any assignment by Landlord of all of Landlord’s right, title and interest in, to and under either Lease and/or this Guaranty as collateral security for any loan;

(k)any present or future law or order of any government (de jure or de facto) or of any agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations or any or all of the obligations, covenants or agreements of either Tenant under a Lease (except by payment in full of all Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in full of all Guaranteed Obligations);

(l)the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty;

(m)any actual, purported or attempted sale, assignment or other transfer by Landlord of either Lease or the Leased Premises or any part thereof or of any of its rights, interests or obligations thereunder;

(n)any merger or consolidation of either Tenant into or with any other entity, or any sale, lease, transfer or other disposition of any or all of such Tenant’s assets or any sale, transfer or other disposition of any or all of the shares of capital stock or other securities of such Tenant or any affiliate of such Tenant to any other person or entity;

(o)Failure by either Tenant to obtain, protect, preserve or enforce any rights in or under the applicable Lease or the Leased Premises or any interest therein against any party or the invalidity or unenforceability of any such rights; or

(p)any other event, action, omission or circumstances which might in any manner or to any extent impose any risk to Guarantor or which might otherwise constitute a legal or equitable release or discharge of a guarantor or surety.

all of which may be given or done without notice to, or consent of, Guarantor.

No setoff, claim, reduction or diminution of any obligation, or any defense of any kind or nature which either Tenant or Guarantor now has or hereafter may have against Landlord shall be available hereunder to Guarantor against Landlord.

Section 1.03Disaffirmance of Lease. Guarantor agrees that, in the event of rejection or disaffirmance of a Lease by either Tenant or such Tenant’s trustee in bankruptcy pursuant to the United States Bankruptcy Code or any other law, Guarantor will, if Landlord so requests, assume all obligations and liabilities under the express terms of such Lease, to the same extent as if Guarantor had been originally named instead of such Tenant as a party to such Lease and there had been no rejection or disaffirmance; and Guarantor will confirm such assumption in writing at the request of Landlord on or after such rejection or disaffirmance. Guarantor, upon such assumption, shall have all rights of such Tenant under such Lease (to the extent permitted by law).

Section 1.04No Notice or Duty to Exhaust Remedies. Guarantor hereby waives notice of any default in the payment or non-performance of any of the Guaranteed Obligations (except as expressly required hereunder), diligence, presentment, demand, protest and all notices of any kind. Guarantor agrees that liability under this Guaranty shall be primary and hereby waives any requirement that Landlord exhaust any right or remedy, or proceed first or at any time, against either Tenant or any other guarantor of, or any security for, any of the Guaranteed Obligations. Guarantor hereby waives notice of any acceptance of this Guaranty and all matters and rights which may be raised in avoidance of, or in defense against, any action to enforce the obligations of Guarantor hereunder. Guarantor hereby waives any and all suretyship defenses or defenses in the nature thereof without in any manner limiting any other provision of this Guaranty. This Guaranty constitutes an agreement of suretyship as well as of guaranty, and Landlord may pursue its rights and remedies under this Guaranty and under either Lease in whatever order, or collectively, and shall be entitled to payment and performance hereunder notwithstanding any action taken by Landlord or inaction by Landlord to enforce any of its rights or remedies against any other guarantor, person, entity or property whatsoever. This Guaranty is a guaranty of payment and performance and not merely of collection.

Landlord may pursue its rights and remedies under this Guaranty notwithstanding any other guarantor of or security for the Guaranteed Obligations or any part thereof. Guarantor authorizes Landlord, at its sole option, without notice or demand and without affecting the liability of Guarantor under this Guaranty, to terminate either Lease, either in whole or in part, in accordance with its terms.

Each default on any of the Guaranteed Obligations shall give rise to a separate cause of action and separate suits may be brought hereunder as each cause of action arises or, at the option of Landlord any and all causes of action which arise prior to or after any suit is commenced hereunder may be included in such suit.

Section 1.05Subrogation. Notwithstanding any payments made or obligations performed by Guarantor by reason of this Guaranty (including but not limited to application of funds on account of such payments or obligations), Guarantor hereby irrevocably waives and releases any and all rights it may have, at any time,whether arising directly or indirectly, by operation of law, contract or otherwise, to assert any claim against either Tenant or any other person or entity or against any direct or indirect security on account of payments made or obligations performed under or pursuant to this Guaranty, including without limitation any and all rights of subrogation, reimbursement, exoneration, contribution or indemnity, and any and all rights that would result in Guarantor being deemed a “creditor” under the United States Bankruptcy Code of either Tenant or any other person or entity. If any payment shall be paid to Guarantor on account of any subrogation rights, each and every amount so paid shall immediately be paid to Landlord to be credited and applied upon any of the Guaranteed Obligations, whether or not then due and payable. Every claim or demand which Guarantor may have against either Tenant shall be fully subordinate to all Guaranteed Obligations.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01Representations and Warranties. Guarantor hereby represents and warrants to Landlord as follows:

(a)Guarantor is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing in each other jurisdiction in which the nature of its assets or the conduct of its business requires such qualification;

(b)Guarantor is authorized and empowered to enter into this Guaranty and to perform all of its obligations hereunder;

(c)This Guaranty constitutes the legally binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms;

(d)The person signing this Guaranty on behalf of Guarantor has been duly authorized to sign and deliver this Guaranty on behalf of Guarantor;

(e)Guarantor has not committed any act or permitted any action to be taken which would adversely affect its ability to fulfill its material obligations under this Guaranty;

(f)The execution and delivery of this Guaranty, and the performance of Guarantor’s obligations under this Guaranty, will not violate or breach, or conflict with, the terms, covenants or provisions of any agreement, contract, note, mortgage, indenture or other document of any kind whatsoever to which Guarantor is a party or by which it or any of its material assets is bound;

(g)There are no pending nor, to Guarantor’s knowledge, threatened matters of litigation, administrative action or examination, government investigation, claim or demand relating to the Guarantor;

(h)Guarantor’s board of directors has approved the execution and delivery of this Guaranty;

(i)Guarantor is not in default of the performance or observance of any of the material obligations, covenants or conditions contained in any contractual obligation of Guarantor beyond any applicable notice or cure period;

(j)No officer of Guarantor has been convicted of a crime (excluding misdemeanors and traffic violations); and

(k)Guarantor is not a “foreign person” as defined in Section 1445 of the Code and the regulations promulgated thereunder.

Section 2.02Financial Statements; Books and Records.

(a)Guarantor shall keep adequate records and books of account with respect to the finances and business of Guarantor generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles (“GAAP”) consistently applied, and shall permit Landlord by its agents, accountants and attorneys, upon reasonable notice to Guarantor, to examine (and make copies of) the records and books of account and to discuss the finances and business with the officers of Guarantor, at such reasonable times as may be requested by Landlord. Upon the request of r Landlord (either telephonically or in writing), Guarantor shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit.

(b)Guarantor shall deliver to Landlord within ninety (90)days of the close of each fiscal year, annual audited financial statements of Guarantor prepared by nationally recognized independent certified public accountants. Guarantor shall also furnish to Landlord within sixty (60) days after the end of each of the three remaining fiscal quarters unaudited financial statements and all other quarterly reports of Guarantor, certified by Guarantor’s chief financial officer[, and, if applicable, all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law]. All financial statements of Guarantor shall be prepared in accordance with GAAP consistently applied. All annual financial statements shall be accompanied (i) by an opinion of said accountants stating that (A) there are no qualifications as to the scope of the audit and (B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president or a vice president of Guarantor, dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Guarantor has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that Guarantor has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the date of such affidavit.

(c)Landlord and its agents, accountants and attorneys, shall consider and treat on a strictly confidential basis (i) any information contained in the books and records of Guarantor, (ii) any copies of any books and records of Guarantor, and any financial statements of Guarantor pursuant to Section 2.02(b) which are delivered to or received by them. Landlord and its agents, accountants and attorneys, shall conspicuously mark all copies of such documents as “Confidential”. Neither Landlord nor any of its agents, accountants and attorneys, shall disclose any information contained in Guarantor’s books and records nor distribute copies of any of such books and records nor Guarantor’s financial statements to any other Persons without the prior written consent of the chief operating officer of Guarantor.

(d)The restrictions contained in this Section 2.02(b) shall not prevent disclosure by Landlord of any information in any of the following circumstances:

(i)Upon the order of any court or administrative agency to the extent required by such order and not effectively stayed or by appeal or otherwise;

(ii)Upon the request, demand or requirement of any regulatory agency or authority having jurisdiction over such party, including the Securities and Exchange Commission (whether or not such request or demand has the force of law);

(iii)That has been publicly disclosed other than by breach of this Section 2.02(b) by Landlord or by any other Person who has agreed with Landlord to abide by the provisions of this Section 2.02(b);

(iv)To counsel or accountants for Landlord or counsel or accountants for such other person or entity who has agreed to abide by the provisions of this Section 2.02(b);

(v)While an Event of Default exists, in connection with the exercise of any right or remedy under this Guaranty, either Lease or any other related document;

(vi)Independently developed by Landlord to the extent that confidential information provided by Guarantor is not used to develop such information;

(vii)In any reporting to the beneficiaries;

(viii)In connection with the securitization and/or sale of a loan or interest therein by a Lender (as defined in the Lease); or

(ix)As otherwise required by Law.

Section 2.03Notice of Certain Events. Promptly upon becoming aware thereof, Guarantor shall give Landlord notice of (i) the commencement, existence or threat of any proceeding by or before any duly constituted governmental authority or agency against or affecting Guarantor which, if adversely decided, would have a material adverse effect on the business, operations or condition, financial or otherwise, of Guarantor or on its ability to perform its obligations hereunder or (ii) any material adverse change in the business, operations or condition, financial or otherwise, of Guarantor.

Section 2.04Estoppel Certificates. Guarantor shall, at any time upon not less than ten (10) days’ prior written request by Landlord, deliver to the party requesting the same a statement in writing, executed by the president or a vice president of Guarantor, certifying (i) that, except as otherwise specified, this Guaranty is unmodified and in full force in effect, (ii) that Guarantor is not in default hereunder and that no event has occurred or condition exists which with the giving of notice or the passage of time or both would constitute a default hereunder, (iii) that Guarantor has no defense, setoff or counterclaim against Landlord arising out of or in any way related to this Guaranty, (iv) that, except as otherwise specified, there are not proceedings pending or, to the knowledge of Guarantor, threatened against Guarantor before any court, arbiter or administrative agency which, if adversely decided, could have a material adverse effect on the business, operations or conditions, financial or otherwise, of Guarantor or on its ability to perform its obligations hereunder and (v) such other matters as Landlord may reasonably request.

Section 2.05Financial Covenants. Guarantor hereby covenants and agrees to comply and to the extent applicable, to cause each Tenant to comply with all of the covenants and agreements described in Exhibit A attached hereto and made a part hereof.

ARTICLE III

EVENTS OF DEFAULT

Section 3.01Events of Default. The occurrence of any one or more of the following shall constitute an “Event of Default” under this Guaranty:

(a)a failure by Guarantor to make any payment of any Monetary Obligation, regardless of the reason for such failure;

(b)a failure by Guarantor duly to perform and observe, or a violation or breach of, any other provision hereof not otherwise specifically mentioned in this Section 3.01;

(c)any representation or warranty made by Guarantor herein or in any certificate, demand or request made pursuant hereto proves to be untrue or incorrect, now or hereafter,in any material respect;

(d)a default beyond any applicable cure period by Guarantor in any payment of principal or interest on any obligations for borrowed money having an original principal balance of $10,000,000 or more in the aggregate, or in the performance of any other provision contained in any instrument under which any such obligation is created or secured (including the breach of any covenant thereunder), (i) if such payment is a payment at maturity or a final payment, or (ii) if an effect of such default is to cause, or permit any person to cause, such obligation to become due prior to its stated maturity;

(e)a default by Guarantor beyond any applicable cure period in the payment of rent under, or in the performance of any other material provision of, any leases (excluding either Lease) with rental obligations over the terms thereof of $500,000 or more in the aggregate;

(f)a final, non-appealable judgment or judgments for the payment of money in excess of $10,000,000 in the aggregate shall be rendered against Guarantor and the same shall remain undischarged for a period of sixty (60) consecutive days;

(g)Guarantor shall (A) voluntarily be adjudicated a bankrupt or insolvent, (B) seek or consent to the appointment of a receiver for itself or its assets, (C) file a petition seeking relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, (D) make a general assignment for the benefit of creditors, or (E) be unable to pay its debts as they mature;

(h)a court shall enter an order, judgment or decree appointing, without the consent of Guarantor, a receiver or trustee for it or approving a petition filed against Guarantor which seeks relief under the bankruptcy or other similar laws of the United States, any state or any jurisdiction, and such order, judgment or decree shall remain undischarged or unstayed sixty (60) days after it is entered;

(i)Guarantor shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution; or

(j)Guarantor shall sell or transfer or enter into an agreement to sell or transfer all or substantially all of its assets.

ARTICLE IV

MISCELLANEOUS

Section 4.01Effect of Bankruptcy Proceedings. This Guaranty shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by Landlord as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made. Guarantor hereby agrees to indemnify Landlord against, and to save and hold Landlord harmless from any required return by Landlord, or recovery from Landlord, of any such payment because of its being deemed preferential under applicable bankruptcy, receivership or insolvency laws, or for any other reason. If an Event of Default at any time shall have occurred and be continuing or exist and declaration of default or acceleration under or with respect to either Lease shall at such time be prevented by reason of the pendency against either Tenant of a case or proceeding under any bankruptcy or insolvency law, Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the applicable Lease shall be deemed to have been declared in default or accelerated with the same effect as if such Lease had been declared in default and accelerated in accordance with the terms thereof, and Guarantor shall forthwith pay and perform the Guaranteed Obligations in full without further notice or demand.

Section 4.02Further Assurances. From time to time upon the request of Landlord, Guarantor shall promptly and duly execute, acknowledge and deliver any and all such further instruments and documents as Landlord may deem necessary or desirable to confirm this Guaranty, to carry out the purpose and intent hereof or to enable Landlord to enforce any of its rights hereunder.

Section 4.03Amendments, Waivers, Etc. This Guaranty cannot be amended, modified, waived, changed, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of such amendment, modification, waiver, change, discharge or termination is sought.

Section 4.04No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of Landlord in exercising any right, power or privilege under this Guaranty or either Lease shall affect any other or future exercise thereof or exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of Landlord under this Guaranty are cumulative and not exclusive of any rights or remedies which Landlord would otherwise have under a Lease, at law or in equity.

Section 4.05Notices. All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Guaranty shall be in writing (including telexed communication) unless otherwise expressly permitted hereunder and shall be sent by first-class or first-class express mail, or by telex with confirmation in writing mailed first-class, in all cases with charges prepaid, and any such properly given notice shall be effective when received. All notices shall be sent to the applicable party addressed:

if to Landlord, at the address set forth in each Lease; and

if to Guarantor, at:

LMI Aerospace, Inc.

[____________________________]

[____________________________]

or in accordance with the last unrevoked written direction from such party to the other party.

Section 4.06Expenses. Guarantor agrees to pay or cause to be paid and to save Landlord harmless against liability for the payment of all reasonable out-of-pocket expenses, including fees and expenses of counsel for Landlord, incurred by Landlord from time to time arising in connection with Landlord’s enforcement or preservation of rights under this Guaranty or the Lease, including but not limited to such expenses as may be incurred by Landlord in connection with any default by Guarantor of any of its obligations hereunder or by either Tenant of any of its obligations under the Lease.

Section 4.07Survival. All obligations of Guarantor to make payments to or indemnify Landlord shall survive the payment and performance in full of the Guaranteed Obligations.

Section 4.08Severability. If any term or provision of this Guaranty or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Guaranty, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.

Section 4.09Counterparts. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

Section 4.10Governing Law.

(a)This Guaranty was negotiated in New York, New York, and accepted by Landlord in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including, without limiting the generality of the foregoing, matters of construction, validity and performance, this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contract made and performed in such State and any applicable law of the United States of America. To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty, and the Guaranty shall be governed by and construed in accordance with the laws of the State of New York pursuant to § 5-1401 of the New York General Obligations Law.

(b)Any legal suit, action or proceeding against Guarantor or Landlord arising out of or relating to this Guaranty shall be instituted in any federal or state court in New York, New York, pursuant to § 5-1402 of the New York General Obligations Law, and Guarantor waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding and hereby irrevocably submits to the jurisdiction of any such court in any suit, action or proceeding. Guarantor does hereby designate and appoint [_____________], as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any federal or state court in New York, New York, and agrees that service of process upon said agent at said address (or at such other office in New York, New York as may be designated by Guarantor from time to time in accordance with the terms hereof), and written notice of said service of Guarantor mailed or delivered to Guarantor in the manner provided herein shall be deemed in every respect effective service of process upon Guarantor, in any such suit, action or proceeding in the State of New York. Guarantor (i) shall give prompt notice to the Landlord of any change of address of its authorized agent hereunder, (ii) may at any time and from time to time designate a substitute authorized agent with an office in New York, New York (which office shall be designated as the address for service of process), and (iii) shall promptly designate such a substitute if its authorized agent ceases to have an office in New York, New York or is dissolved without leaving a successor.

Section 4.11Jury Trial. GUARANTOR HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS GUARANTY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY GUARANTOR, AND GUARANTOR ACKNOWLEDGES THAT THE LANDLORD HAS NOT MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. GUARANTOR FURTHER ACKNOWLEDGES THAT GUARANTOR HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF ALL WAIVERS CONTAINED HEREIN BY INDEPENDENT LEGAL COUNSEL, SELECTED BY GUARANTOR, AND GUARANTOR HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

Section 4.12Successors and Assigns; Joint and Several. This Guaranty shall bind Guarantor and its successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns. The obligations and liabilities of each Guarantor under this Guaranty shall be joint and several. As used in this Guaranty, the singular shall include the plural and vice-versa.

Section 4.13Incorporation of Recitals; Definitions. The recitals set forth on page 1 of this Guaranty are hereby specifically incorporated into the operative terms of this Guaranty as if fully set forth. Terms not otherwise specifically defined herein shall have the meanings set forth in each Lease.

Section 4.14Rights of Lender. Guarantor acknowledges that the rights of Landlord under this Guaranty may be assigned to a Lender and upon such assignment such Lender shall have all of the rights and benefits of Landlord hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Guarantor has duly executed and delivered this Guaranty as of the date first above written.

		LMI AEROSPACE, INC.
		By:	/s/ Lawrence E. Dickinson
		Name:	Lawrence E. Dickinson
		Title:	Vice President, Chief Financial Officer and Secretary
Agreed and Acknowledged:
CIT CRE LLC
By:	/s/ Roy Rosenbaum
Name:	Roy Rosenbaum
Title:	Vice President

EX-10.5

EXHIBIT 10.5

FOR INFORMATION PURPOSES ONLY - TO BE EXECUTED ON START DATE

EMPLOYMENT AGREEMENT

LMI AEROSPACE, INC., a Missouri corporation (the “Corporation”), and DARREL E. KEESLING (“Employee”) hereby agree as follows:

1.Employment. The Corporation hereby employs Employee, and Employee accepts employment from the Corporation, upon the terms and conditions hereinafter set forth in this Employment Agreement (“Agreement”).

2.Term of Employment.

(A)The initial term of Employee’s employment under this Agreement shall commence on the date of this Agreement (the “Commencement Date”) and shall terminate on December 31, 2009; provided, however, that this Agreement shall automatically extend for successive one-year terms unless not later than October 31 of any year beginning in 2009, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement (in which case, this Agreement shall terminate at the end of the then-current term); and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events:

(1)Upon the termination of the business or corporate existence of the Corporation;

                                               (2)At the Corporation’s option, in the event the Corporation determines that Employee is not performing the duties required of him hereunder to the satisfaction of the Corporation;

(3)Upon the death of Employee;

(4)At the Corporation’s option, if Employee shall suffer a permanent disability. For the purposes of this Agreement, “permanent disability” means any physical or mental impairment that renders Employee unable for a period of six (6) months or more to perform the essential job functions of his position, even with reasonable accommodation, as determined by a physician selected by the Corporation. Employee acknowledges and agrees that he shall voluntarily submit to a medical and/or psychological examination for the purpose of determining his continued fitness to perform the essential functions of his position whenever requested to do so by the Corporation. If the Corporation elects to terminate the employment relationship under this subparagraph (4), the Corporation shall notify Employee or his representative in writing, and the termination shall become effective on the date that such notification is given;

(5)At the Corporation’s option, upon ten (10) calendar days’ written notice to Employee, in the event of any breach or default by Employee of any of the terms of this Agreement or of any of Employee’s duties or obligations hereunder. In lieu of providing ten (10) calendar days’ advance written notice, the Corporation, at its sole option, may terminate Employee’s services immediately and pay him an amount that is equivalent to ten (10) calendar days of his salary, less any deductions required by law;

(6)At the Corporation’s option, without any advance notice, in the event that Employee engages in conduct that, in the opinion of the Corporation, (1) constitutes dishonesty of any kind (including, but not limited to, any misrepresentation of facts or falsification of records) in Employee’s relations, interactions or dealings with the Corporation or its customers; (2) constitutes a felony; (3) potentially may or will expose the Corporation to public disrepute or disgrace, or potentially may or will cause harm to the customer relations, operations or business prospects of the Corporation; (4) constitutes harassment or discrimination towards any person associated with the Corporation, whether an employee, agent or customer, based upon that person’s race, color, national origin, sex, age, disability, religion or other protected status; (5) reflects disruptive or disorderly conduct, including but not limited to, acts of violence, fighting, intimidation or threats of violence against any person associated with the Corporation, whether an employee, agent or customer, or possessing a weapon while on the Corporation’s premises or while acting on behalf of the Corporation; (6) is indicative of abusive or illegal drug use while on the Corporation’s premises or while acting on the Corporation’s behalf; or (7) constitutes a willful violation of any governmental rules or regulations; or

(7)At Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of his intention to terminate the employment relationship.

If employment is terminated for any of the reasons set forth in subparagraphs (3) through (7) of this section 2(A), Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in paragraphs (3) through (7) of this section 2(A), subject to the conditions set forth in paragraphs 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to Employee in an amount based upon his length of service with the Corporation. Specifically, the Corporation shall provide Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination.

(B)If Employee’s employment with the Corporation is terminated in conjunction with a change in the control of the Corporation or in conjunction with the sale of substantially all of the operating assets of the Corporation, the Corporation will provide Employee with severance pay under the circumstances specified in subparagraphs (1) and (2) of this section 2(B), and the conditions set forth in paragraphs 2(C) and (D) of this Agreement. For the purposes of this Agreement, a “change in control” is defined as the sale of substantially all of the operating assets of the Corporation or the acquisition of more than fifty percent (50%) of the stock of the Corporation by a group of shareholders or an entity that acquires control of the Corporation (a “Purchaser”).

(1)If the change in control or the sale results in the involuntary termination of Employee or results in Employee electing to terminate his employment for a good reason as determined by the Corporation in its sole discretion (such as the Purchaser refusing to offer full time employment to Employee on terms comparable to those provided by the Corporation prior to the acquisition or the Purchaser requiring Employee to move to a new location), the Corporation shall provide Employee with severance pay in an amount that is equal to two times his annual Base Salary and shall pay Employee any reasonably anticipated Performance Bonus for the fiscal year in which he was terminated, on a prorated basis.

(2)If Employee voluntarily terminates his employment without a good reason (as determined by the Corporation in its sole discretion) within ninety (90) days after the change in control or the sale, the Corporation shall provide Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination.

(C)The severance pay provided for in section 2(A) of this Agreement shall be paid in equal monthly installments, unless the Corporation, within its sole discretion, elects to pay the present value of the severance pay in a lump sum within thirty (30) calendar days of the termination. For purposes of calculating the present value of the severance pay, the discount rate shall be the prime rate quoted in the Wall Street Journal on the day the Corporation elects to pay the present value of the severance pay in a lump sum.

(D)Notwithstanding anything to the contrary, (i) the amount of severance pay provided under this Agreement shall not under any circumstances exceed the limitations set forth in § 280G of the Code, and (ii) the Corporation’s obligation to pay the severance pay provided for in this section 2 shall be conditioned on Employee’s execution of a written release satisfactory to the Corporation.

3.Compensation.

(A)During the period from the Commencement Date to December 31, 2007, the Corporation shall compensate Employee for Employee’s services rendered hereunder by paying to Employee an annual salary (the “Base Salary”) of Two Hundred Forty Thousand Dollars ($240,000.00), prorated for the months employed in 2007. During the period from January 1, 2008 to December 31, 2008, Employee’s Base Salary shall be Two Hundred Fifty Thousand Dollars ($250,000.00). During the period from January 1, 2009 to December 31, 2009, Employee’s Base Salary shall be Two Hundred Sixty Thousand Dollars ($260,000.00). Thereafter, as long as this Agreement remains in effect, the annual Base Salary that the Corporation shall pay to Employee for his services rendered hereunder will be Two Hundred Sixty Thousand Dollars ($260,000.00). Payment of this salary will be made in accordance with the payroll policies of the Corporation in effect from time to time. Notwithstanding anything in this paragraph to the contrary, the Corporation reserves the right to deduct or withhold all amounts from Employee’s salary as may be required by law or otherwise mutually agreed to by the parties hereto.

(B)With respect to each complete fiscal year of the Corporation during which (i) Employee is employed under the terms of this Agreement as of the last day of such fiscal year, and (ii) the Corporation’s “Annual Income from Operations” (as that term is hereinafter defined) is more than Ten Million Dollars ($10,000,000.00), the Corporation shall pay to Employee, in addition to the Base Salary, an annual “Performance Bonus.”

The amount of the annual Performance Bonus (if any) shall be equal to:

(1) 5.00% of Employee’s Base Salary; plus

(2) 0.625% of the Corporation’s Annual Income from Operations that is above Ten Million Dollars ($10,000,000.00). In the event the Corporation does not meet its “Annual On-Time Delivery Metric” (as that term is defined in Appendix A), the bonus amount described in this Paragraph 3(B)(2), shall be reduced by up to Twenty-five Percent (25.0%), such amount to be determined by the Compensation Committee of the Board of Directors of the Corporation.

The Compensation Committee of the Board of Directors of the Corporation retains the right to modify or adjust the manner in which the Performance Bonus is calculated in the event that the Corporation either acquires the assets of another entity, or any portion thereof, or sells its assets, or any portion thereof, to another entity.

In the event the Corporation’s Annual Income from Operations for any given fiscal year is less than Ten Million Dollars ($10,000,000.00), Employee shall not be entitled to a Performance Bonus with respect to such fiscal year.

For purposes of the calculation of the Performance Bonus, the Corporation’s “Annual Income from Operations” means the consolidated Income from Operations of the Corporation and its subsidiaries, for a given fiscal year, as determined by the firm of independent certified public accountants providing auditing services to the Corporation, using generally accepted accounting principles consistently applied, and calculated without regard to (a) any bonus paid to the Corporation’s Chairman of the Board, (b) federal and state income tax, (c) any interest expense or other income and expense as they appear on the Corporation’s annual audited financial statements, (d) any expenses or income related to the disputed claim with the Lockheed Corporation ongoing at the time of execution of this Agreement, and (e) any income or loss attributable to any other corporation or entity (including the assets of a corporation or entity that constitute an operating business) acquired by or merged into the Corporation subsequent to the effective date of this Agreement. The Corporation shall pay to Employee any Performance Bonus due Employee hereunder not later than fifteen (15) days after the receipt by the Corporation of its annual audited financial statements, which the Corporation expects to receive within ninety (90) days after the end of each fiscal year of the Corporation.

(C)In addition to the Base Salary and Performance Bonus (if any), Employee shall be entitled to receive such bonus compensation as the Compensation Committee of the Board of Directors of the Corporation may authorize from time to time.

(D)As further inducement to Employee to enter into this Agreement, the Compensation Committee has approved the grant to Employee of __________ (_________) shares of restricted stock under the LMI Aerospace, Inc. 2005 Long-Term Incentive Plan (the “Plan”), subject to an accrued vesting of thirty-three percent (33%) of such grant upon each anniversary of the date of the grant, subject to the terms, conditions and limitations set forth in the Plan and documents evidencing the award of such grant.

4.Duties of Employee.

(A)Employee shall serve as Chief Operating Officer or in such other positions as may be determined by the Board of Directors of the Corporation, and Employee shall perform such duties on behalf of the Corporation and its subsidiaries by such means, at such locations, and in such manner as may be specified from time to time by the Chief Executive Officer or Board of Directors of the Corporation.

(B)Employee agrees to abide by and conform to all rules established by the Corporation applicable to its employees.

(C)Employee acknowledges that he is being employed as a full-time employee, and Employee agrees to devote so much of Employee’s entire time, attention and energies to the business of the Corporation as is necessary for the successful operation of the Corporation and shall endeavor at all times to improve the business of the Corporation. Employee shall not accept any business commitments other than with the Corporation without the advance written consent of the Corporation’s Chief Executive Officer.

5.Expenses. During the period of Employee’s employment, except as otherwise specifically provided in this Agreement, the Corporation will pay directly, or reimburse Employee for, all items of reasonable and necessary business expenses approved in advance by the Corporation if such expenses are incurred by Employee in the interest of the business of the Corporation. The Corporation shall also reimburse Employee for automobile expenses incurred by Employee in the performance of Employee’s duties hereunder. The amount of such reimbursement shall be in accordance with the automobile expense reimbursement policy adopted (and as it may be modified from time to time) by the Corporation’s Board of Directors. All such expenses paid by Employee will be reimbursed by the Corporation upon presentation by Employee, from time to time (but not less than quarterly), of an itemized account of such expenditures in accordance with the Corporation’s policy for verifying such expenditures.

6.Fringe Benefits.

(A)Employee shall be entitled to participate in any health, accident and life insurance program and other benefits that have been or may be established by the Corporation for salaried employees of the Corporation.

(B)Employee shall be entitled to an annual vacation without loss of compensation for such period as may be determined by the Board of Directors of the Corporation.

(C)The Corporation shall furnish to Employee during the term of his employment an automobile selected by the Corporation to aid Employee in the performance of his duties. Upon agreement of the Corporation and Employee, the Corporation may, in lieu of the automobile, provide Employee with a Five Thousand Dollar ($5,000.00) annual automobile allowance.

7.Covenants of Employee.

(A)During the term of Employee’s employment with the Corporation and for all time thereafter, Employee covenants and agrees that Employee will not in any manner directly or indirectly, except as required in Employee’s duties to the Corporation, disclose or divulge to any person, entity, firm or company whatsoever, or use for Employee’s own benefit or the benefit of any other person, entity, firm or company, directly or indirectly, any knowledge, devices, information, techniques, customer lists, business plans or other data belonging to the Corporation or developed by Employee on behalf of the Corporation during his employment with the Corporation, without regard to whether all of the foregoing matters will be deemed confidential, material or important, the parties hereto stipulating, as between them, that the same are important, material, confidential and the property of the Corporation, that disclosure of the same to or use of the same by third parties would greatly affect the effective and successful conduct of the business of the Corporation and the goodwill of the Corporation, and that any breach of the terms of this subparagraph (A) shall be a material breach of this Agreement.

(B)During the term of Employee’s employment with the Corporation and for a period of two (2) years or one (1) year with respect to subparagraph (4) below (the “Covenant Term”) after cessation for whatever reason of such employment (except as hereinafter provided in subparagraph (C) of this paragraph 7), Employee covenants and agrees that Employee will not in any manner directly or indirectly:

     (1) solicit, divert, take away or interfere with any of the customers (or their respective affiliates or successors) of the Corporation;

 (2) engage directly or indirectly, either personally or as an employee, partner, associate partner, officer, manager, agent, advisor, consultant or otherwise, or by means of any corporate or other entity or device, in any business which is competitive with the business of the Corporation. For purposes of this covenant a business will be deemed competitive if it is conducted in whole or in part within any geographic area wherein the Corporation is engaged in marketing its products, and if it involves the manufacture of component parts for the aerospace industry or any other business which is in any manner competitive, as of the date of cessation of Employee’s employment, with any business then being conducted by the Corporation or as to which the Corporation has then formulated definitive plans to enter;

(3) induce any salesman, distributor, supplier, manufacturer, representative, agent, jobber or other person transacting business with the Corporation to terminate their relationship with the Corporation, or to represent, distribute or sell products in competition with products of the Corporation; or

(4) induce or cause any employee of the Corporation to leave the employ of the Corporation.

(C)The parties agree that the Covenant Term provided for in the preceding subparagraph (B) shall be:

    (1)reduced to six (6) months after cessation for whatever reason of Employee’s employment with the Corporation in the event all of the operating assets or all of the common stock of the Corporation is sold to any entity or individuals unaffiliated with the Corporation, its successors or assigns; or

    (2)eliminated if the business currently operated by the Corporation is terminated, and the assets of the Corporation are liquidated.

(D)All the covenants of Employee contained in this paragraph 7 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action against the Corporation, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of these covenants.

(E)It is the intention of the parties to restrict the activities of Employee under this paragraph 7 only to the extent necessary for the protection of legitimate business interests of the Corporation, and the parties specifically covenant and agree that should any of the provisions set forth therein, under any set of circumstances not now foreseen by the parties, be deemed too broad for such purpose, said provisions shall automatically be amended and modified to the minimum extent necessary in order for the provision(s) in question to be valid and enforceable.

8.Documents. Upon cessation of Employee’s employment with the Corporation, for whatever reason, all documents, records (including without limitation, customer records), notebooks, invoices, statements or correspondence, including copies thereof, relating to the business of the Corporation then in Employee’s possession, whether prepared by Employee or others, will be delivered to and left with the Corporation, and Employee agrees not to retain copies of the foregoing documents without the written consent of the Corporation.

9.Remedies. In the event of the breach by Employee of any of the terms of this Agreement, notwithstanding anything to the contrary contained in this Agreement, the Corporation may terminate the employment of Employee in accordance with the provisions of paragraph 2 of this Agreement. It is further agreed that any breach or evasion of any of the terms of this Agreement by Employee will result in immediate and irreparable injury to the Corporation and will authorize recourse to injunction and/or specific performance as well as to other legal or equitable remedies to which the Corporation may be entitled. In addition to any other remedies that it may have in law or equity, the Corporation also may require an accounting and repayment of all profits, compensation, remuneration or other benefits realized, directly or indirectly, as a result of such breaches by Employee or by a competitor’s business controlled, directly or indirectly, by Employee. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy given hereunder or now or hereafter existing at law or in equity by statute or otherwise. The election of any one or more remedies by the Corporation shall not constitute a waiver of the right to pursue other available remedies. Employee expressly agrees to pay all reasonable costs and attorneys’ fees incurred by the Corporation in order to enforce Employee’s obligations under this Agreement, regardless of whether litigation is commenced or prosecuted to a judgment.

10.Severability. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any court of competent jurisdiction, this Agreement, subject to subparagraph 7(E) hereof, shall continue in full force and effect and shall be interpreted as if such invalid agreements or covenants were not contained herein.

11.Waiver or Modification. No waiver or modification of this Agreement or of any covenant, condition or limitation herein shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid, and the parties further agree that the provisions of this paragraph 11 may not be waived except as herein set forth. Failure of the Corporation to exercise or otherwise act with respect to any of its rights hereunder in the event of a breach of any of the terms or conditions hereof by Employee shall not be construed as a waiver of such breach nor prevent the Corporation from thereafter enforcing strict compliance with any and all of the terms and conditions hereof.

12.Assignability. This Agreement may be assigned by the Corporation to another entity that purchases substantially all of the assets of the Corporation or acquires a majority of the stock of the Corporation. The services to be performed by Employee hereunder are personal in nature, and, therefore, Employee shall not assign Employee’s rights or delegate Employee’s obligations under this Agreement, and any attempted or purported assignment or delegation not herein permitted shall be null and void.

13.Successors. Subject to the provisions of paragraph 12, this Agreement shall be binding upon and shall inure to the benefit of the Corporation and Employee and their respective heirs, executors, administrators, legal administrators, successors and assigns.

14.Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given if delivered personally, by over-night courier, or by certified or registered mail, return receipt requested, if to the Corporation, to:

Ronald S. Saks, President

LMI AEROSPACE, INC.

P.O. Box 900

St. Charles, MO 63302-0900

and, if to Employee, to:

Darrel E. Keesling

1306 Parkview Valley Drive

Ballwin, MO 63011-4206

or to such other address as may be specified by either of the parties in the manner provided under this paragraph 14.

15.Construction. This Agreement shall be deemed for all purposes to have been made in the State of Missouri and shall be governed by and construed in accordance with the laws of the State of Missouri, notwithstanding either the place of execution hereof, nor the performance of any acts in connection herewith or hereunder in any other jurisdiction.

16.Venue. The parties hereto agree that any suit filed arising out of or in connection with this Agreement shall be brought only in the United States District Court for the Eastern District of Missouri, unless that court lacks jurisdiction, in which case such action shall be brought only in the Circuit Court for St. Louis County, Missouri.

17.Disclosure of Existence of Agreement. To preserve the Corporation’s rights under this Agreement, the Corporation may advise any third party of the existence of this Agreement and its terms, and Employee specifically releases and agrees to indemnify and hold the Corporation harmless from any liability for doing so.

18.Agreement Drafted by the Corporation’s Counsel; Interpretation. Each party hereto acknowledges that the Corporation’s counsel, Gallop, Johnson & Neuman, L.C., prepared this Agreement on behalf of and in the course of its representation of the Corporation and not Employee. Employee acknowledges and represents that: (a) he has been advised to seek the advice of independent counsel and (b) he has had the opportunity to seek the advice of independent counsel. Notwithstanding the foregoing, if a question of interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

19.Review by and Approval of Compensation Committee. This Agreement, including each element of Employee’s compensation provided for in paragraph 3 has been reviewed and approved by the Compensation Committee.

20.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior employment, consulting and similar agreements, written and/or oral between the Corporation and Employee. Employee hereby waives and releases all rights and claims under any such employment, consulting or other similar agreements or with respect thereto.

The parties have executed this Agreement on this _____________ day of February, 2007.

   “CORPORATION”

   LMI AEROSPACE, INC.

   By: __________________________

   Ronald S. Saks, President

   “EMPLOYEE”

   _______________________________

   Darrel E. Keesling

EX-99.1

EXHIBIT 99.1

Contact:

Ed Dickinson

Chief Financial Officer

636.916.2150

FOR IMMEDIATE RELEASE

LMI Aerospace Announces Sale and Leaseback of Real Estate

Also Increases Borrowing Capacity under Amended Loan Agreement

ST. LOUIS, January 3, 2007 - LMI Aerospace, Inc. (Nasdaq: LMIA), a leading provider of assemblies, kits and detail sheet metal and machined components to the aerospace, defense and technology industries, announced today it has reached an agreement to sell four real-estate properties and lease them back from a subsidiary of CIT Group, Inc.

LMI agreed to sell two properties in St. Charles, Missouri, and facilities in Tulsa, Oklahoma, and Wichita, Kansas, for $10.3 million. LMI also signed 18-year leases for the four facilities with annual rents ranging from $900,000 to $1.3 million. LMI closed on the sale and leaseback of one property in St. Charles on December 28, 2006, for sale price of $4.3 million and expects to close on the three remaining facilities in January 2007.

LMI also announced that it had renegotiated its credit agreement with Wells Fargo Bank, N.A. The amended loan agreement increases borrowing capacity at a lower interest cost. The amended credit agreement provides a revolving line of credit of $40 million  compared to a previous limit of $23 million, which was subject to a borrowing base calculation. Additionally, the amended agreement provides for interest rates that vary from LIBOR plus 75 basis points to LIBOR plus 225 basis points, depending upon the company’s financial performance and borrowing levels. LMI has the option to convert all or a portion of the interest rate of primeless from 150 basis points to prime less 50 basis points, again depending upon the company’s financial performance and borrowing levels.The previous agreement provided for borrowing at the prime interest rate. In conjunction with the execution of the agreement, LMI repaid the balance of its obligation of $2.4 million under a term loan with Wells Fargo.

Ronald S. Saks, President and Chief Executive Officer of LMI, said, “The addition of the availability of financing under our new loan agreement, proceeds from the real-estate transactions, and our existing cash balance will provide us with $70 million to $75 million of cash that can be used to pursue strategic acquisitions and finance anticipated revenue growth.”  Please refer to the Risk Factors contained in the contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2005, for more details.

LMI Aerospace, Inc. is a leading provider of structural components, assemblies and kits to the aerospace, defense and technology industries. The company fabricates, machines, finishes and integrates formed, close tolerance aluminum and specialty alloy components and sheet metal products primarily for large commercial, corporate and military aircraft. LMI Aerospace, Inc. manufactures more than 30,000 products for integration into a variety of aircraft platforms manufactured by leading original equipment manufacturers and Tier 1 aerospace suppliers.

This news release includes forward-looking statements which are based on current management expectations. Such forward-looking statements are subject to various risks and uncertainties, many of which are beyond the control of LMI Aerospace, Inc. Actual results could differ materially from the forward-looking statements as a result, among other things, of the factors detailed from time to time in LMI Aerospace, Inc.’sfilings with the Securities and Exchange Commission.