PURCHASE AGREEMENT

Article II Agreement to Sell, Convey and Lease                                                                                               3

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:

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:

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.

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 ”).

3.1   Representations 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.

4.1   Representations 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

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

5.1   Conditions 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.

5.2   Conditions 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.

5.3   Conditions 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.

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

6.1   Conditions 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.

6.2   Conditions 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.

9.1   Closing 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.

9.2   Other 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.

10.1   Default 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.

10.2   Default 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.

10.3   Limitation 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.

12.1   Tax 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.

12.2   Further 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.

12.3   Attorneys’ 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.

12.4   Brokerage 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.

12.5   Assignability . 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.

12.6   Notices . 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:

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

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

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

505 Fifth Avenue

New York, NY 10017

Attn:   Bruce Quinn, Vice President

Telephone:   (212) 771-9549

Facsimile:   (212) 771-9554

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.

12.7   Equipment 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.

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

12.9   Entire 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.

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

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

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

12.13   Counterparts . 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.

12.14   Exclusivity . 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.

12.15   Confidentiality . 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.

12.16   Effectiveness 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.

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.

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 , 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 L