LMI Aerospace, Inc. Exhibit 10.4 to Form 8-K


    EXHIBIT
      10.4

    
 

    GUARANTY
      AND SURETYSHIP AGREEMENT

     

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

     

    W
      I T
      N E S S E T H :

     

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

     

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

     

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

     

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

     

    ARTICLE
      I

    GUARANTEE

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      II

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.02  Financial
      Statements; Books and Records.

     

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


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vii)  In
      any
      reporting to the beneficiaries;

     

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

     

    (ix)  As
      otherwise required by Law.

     

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

     

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


     

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

     

    ARTICLE
      III

    EVENTS
      OF DEFAULT

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      IV

    MISCELLANEOUS

     

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

     

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

     

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

     

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

     

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

     

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

     

    if
      to
      Guarantor, at:

     

    LMI
      Aerospace, Inc.

    [____________________________]

    [____________________________]

    


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

     

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

     

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

     

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

     

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

     

    Section
      4.10  Governing
      Law.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    


    
      	 	
              LMI
                AEROSPACE, INC.

            
	 	 
	 	
              By:

            	 /s/
              Lawrence E. Dickinson
	 	
               

              Name:

            	
               

              Lawrence E. Dickinson

            
	 	
               

              Title:

            	
               

              Vice President, Chief Financial Officer and Secretary

            
	 	 	 
	 	 
	 	 
	
              Agreed
                and Acknowledged:

            	 
	
               

              CIT
                CRE LLC

            	 
	
               

              By:

            	
               

              /s/
                Roy Rosenbaum

            	 
	
               

              Name:

            	
               

              Roy Rosenbaum

            	 
	
               

              Title:

            	
               

              Vice President