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").

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:

(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.

(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):

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.

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.

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.

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

(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.

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.

(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 assessm