LMI Aerospace, Inc. Exhibit 10.2 to Form 8-K


    EXHIBIT
      10.2

    
 

    EXECUTION
      COPY


     

    


    PURCHASE
      AGREEMENT

    


    by
      and
      among

    


    


    


    LMI
      FINISHING, INC.,

    


    an
      Oklahoma corporation,

    


    and

    


    LEONARD’S
      METAL, INC.,

    


    a
      Missouri corporation,

    


    together
      as “Seller”

    


    


    and

    


    


    CIT
      CRE LLC,

    


    a
      Delaware limited liability company,

    


    as
      “Purchaser”

    


    


    


    


    


    


    Dated
      as of: December 28, 2006

    


     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    TABLE
      OF CONTENTS

     

    


    SECTION                                                                                                                                                         
      PAGE

     

    Article
      I
      Definitions                                                                                                                                              
1

     

    Article
      II
      Agreement to Sell, Convey and
      Lease                                                                                              
3

     

    Article
      III
      Representations and Warranties of
      Seller                                                                                     4

     

    Article
      IV
      Representations and Warranties of
      Purchaser                                                                            
7

     

    Article
      V
      Conditions Precedent to Purchaser’s
      Obligations                                                                        
8

     

    Article
      VI
      Conditions Precedent to Seller’s
      Obligations                                                                              13

     

    Article
      VII
      Covenants                                                                                                                                          
14

     

    Article
      VIII
      Risk of
      Loss                                                                                                                                     14

     

    Article
      IX
      Transaction
      Costs                                                                                                                             15

     

    Article
      X
      Defaults and
      Remedies                                                                                                                      15                                                                  


     

    Article
      XI
      Indemnification                                                                                                                                 
16

     

    Article
      XII
      Miscellaneous                                                                                                                                   17

     

    


    EXHIBITS:

     

    Exhibit
      A
      -
      Initial Property

    


    Exhibit
      B
      -
      Additional Properties

    


    Exhibit
      C
      -
Building
      Equipment

    


    Exhibit
      D
      -
      Allocation of Purchase Price

    


    Exhibit
      E -
      Form of
      Lease

    


    Exhibit
      F -
      Form of
      Lease Guaranty

    


    Exhibit
      G -
      Environmental Reports

    


    SCHEDULES:

     

    Schedule
      3.1(o) - Contracts and Agreements

    


     

    


     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    PURCHASE
      AGREEMENT

     

    


     

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

     

    R
      E C I T A L S
      :

     

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

     

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

     

    ARTICLE
      I

     Definitions

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Initial
      Property”
means
      the Mueller Road Property.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Title
      Company”
means
      Lawyers Title Insurance Corporation.

     

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

     

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

     

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

     

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

     

    ARTICLE
      II  

    Agreement
      to Sell, Convey and Lease

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      III  

    Representations
      and Warranties of Seller

    


    3.1 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.

     

    ARTICLE
      IV  

    Representations
      and Warranties of Purchaser

     

    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

     

    ARTICLE
      V  

    Conditions
      Precedent to Purchaser’s
      Obligations

     

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

     

    5.1 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.

     

    ARTICLE
      VI  

    Conditions
      Precedent to Seller’s
      Obligations

     

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

     

    6.1 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.

     

    ARTICLE
      VII

    Covenants

     

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

     

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

     

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

     

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

     

    ARTICLE
      VIII

    Risk
      of Loss

     

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

     

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

     

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

     

    ARTICLE
      IX

    Transaction
      Costs

     

    9.1 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.

     

    ARTICLE
      X

    Defaults
      and Remedies

     

    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.

     

    ARTICLE
      XI

    Indemnification

     

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

     

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

     

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

     

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

     

    ARTICLE
      XII

    Miscellaneous

    


    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:

     

    If
      to
      Seller:                                           
      LMI
      Finishing, Inc.

    c/o
      LMI
      Aerospace, Inc.

    P.O.
      Box
      900

    St.
      Charles, Missouri 63302-0900

    Attn:
       Lawrence
      E. Dickinson, Chief Financial Officer

    Telephone: (636)
      916-2150

    Facsimile: (636)
      916-2198

    


    and  
 Leonard’s
      Metal, Inc.

    c/o
      LMI
      Aerospace, Inc.

    P.O.
      Box
      900

    St.
      Charles, Missouri 63302-0900

    Attn:
       Lawrence
      E. Dickinson, Chief Financial Officer

    Telephone: (636)
      916-2150

    Facsimile: (636)
      916-2198

    


    with
      a
      copy
      to:                    
John
      Walsh, Esquire

    Gallop,
      Johnson & Neuman

    101
      North
      Hanley, Suite 1700

    St.
      Louis, MO 63105

    Telephone: (314)
      615-6000

    Facsimile: (314)
      615-6001

    


    If
      to
      Purchaser:                                   
      CIT
      CRE
      LLC

    c/o
      CIT
      Capital USA Inc.

    505
      Fifth
      Avenue

    New
      York,
      NY 10017

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

    


    with
      copies
      to                      CIT
      Lending Services Corporation

    505
      Fifth
      Avenue

    New
      York,
      NY 10017

    Attn:
       Bruce
      Quinn, Vice President

    Telephone: (212)
      771-9549

    Facsimile: (212)
      771-9554

    


    and:                                       
      Reed
      Smith LLP

    435
      Sixth
      Avenue

    Pittsburgh,
      Pennsylvania 15219

    Attn:
       W.
      Franklin Reed, Esquire

    Telephone: (412)
      288-3312

    Facsimile: (412)
      288-3063

     

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

     

    12.7 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.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



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

     

    


     

    
      	
              SELLER:

               

              LMI
                FINISHING, INC.,
                an Oklahoma corporation

               

              By                               

              Name:

              Title:

               

               

              LEONARD’S
                METAL, INC.,
                a
                Missouri corporation

               

              By
                                              

              Name:

              Title:

               

               

            	
              PURCHASER:

               

              CIT
                CRE LLC,
                a
                Delaware limited liability company

               

              By
                                              

              Name:

              Title:

            


    

    


     

    


     

    


     


    
      
        
          [Signature
            Page to Purchase Agreement]

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A

     

    INITIAL
      PROPERTY

     

    


     

    


     

    
      	
              Property

            	
              Area

            	
              Seller

            
	 	 	 
	
              3600
                Mueller Road, St. Charles, Missouri

            	
              60,433
                sq. ft.

            	
              Leonard’s
                Metal, Inc.

            


    

    


     

    [insert
      legal descriptions]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    ADDITIONAL
      PROPERTIES

     

     

    
      	
              Property

            	
              Area

            	
              Seller

            
	 	 	 
	
              2629
                Esthner Court, Wichita, Kansas

            	
              30,092
                sq. ft.

            	
              Leonard’s
                Metal, Inc.

            
	
              3030
                No. Hwy. 94, St. Charles, Missouri

            	
              89,438
                sq. ft.

            	
              Leonard’s
                Metal, Inc.

            
	
              2104
                North 170th
                East Avenue, Tulsa, Oklahoma

            	
              73,600
                sq. ft.

            	
              LMI
                Finishing, Inc.

            


    

    


     

    [insert
      legal descriptions]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    BUILDING
      EQUIPMENT

     

     

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

     

    


     

    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

     

    ALLOCATION
      OF PURCHASE PRICE

     

     

    
      	
              1.

               

            	
              3600
                Mueller Road, St. Charles, Missouri

               

            	
              $
                4,330,000

               

            
	
              2.

               

            	
              2629
                Esthner Court, Wichita, Kansas

               

            	
              $
                1,370,000

               

            
	
              3.

               

            	
              3030
                No. Hwy, 94, St. Charles, Missouri

               

            	
              $
                2,800,000

               

            
	
              4.

               

            	
              2104
                North 170th
                East Avenue, Tulsa, Oklahoma

               

            	
              $
                1,750,000

               

            
	 	 	 
	 	
               Total

               

            	
              $10,250,000

               

            


    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    FORM
      OF LEASE

     

    


     

    [See
      attached]

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E

     

    
      LEASE
        AGREEMENT

       

      by
        and
        between

       

       

      CIT
        CRE LLC,

       

      a
        Delaware limited liability company,

       

      as
        Landlord

       

       

      and

       

       

      [_____________________],

       

      a
        [_____________] corporation,

       

      as
        Tenant

       

       

      


       

      


       

      Dated
        as
        of: __________, 20__

       

      


       

      


       


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      



      TABLE
        OF CONTENTS

       

      
        	
                Section

                 

              	
                Page

                 

              
	
                Parties

                 

              	
                1

                 

              
	
                1.

                 

              	
                CERTAIN
                  DEFINITIONS

                 

              	
                1

                 

              
	
                2.

                 

              	
                DEMISE
                  OF LEASED PREMISES

                 

              	
                9

                 

              
	
                3.                            
                   TITLE, CONDITION AND POSSESSION

                 

              	
                9

                 

              
	
                4.

                 

              	
                USE
                  OF LEASED PREMISES; QUIET ENJOYMENT

                 

              	
                10

                 

              
	
                5.

                 

              	
                TERM

                 

              	
                11

                 

              
	
                6.

                 

              	
                MINIMUM
                  RENT; INTERIM RENT

                 

              	
                11

                 

              
	
                7.                            
                  ADDITIONAL RENT

                 

              	
                12

                 

              
	
                8.

                 

              	
                NET
                  LEASE; NON-TERMINABILITY.

                 

              	
                13

                 

              
	
                9.

                 

              	
                PAYMENT
                  OF IMPOSITIONS.

                 

              	
                14

                 

              
	
                10.

                 

              	
                COMPLIANCE
                  WITH LAWS AND AGREEMENTS; ENVIRONMENTAL MATTERS

                 

              	
                14

                 

              
	
                11.

                 

              	
                LIENS;
                  RECORDING

                 

              	
                18

                 

              
	
                12.

                 

              	
                MAINTENANCE
                  AND REPAIR

                 

              	
                19

                 

              
	
                13.

                 

              	
                ALTERATIONS,
                  IMPROVEMENTS AND EXPANSIONS

                 

              	
                20

                 

              
	
                14.

                 

              	
                PERMITTED
                  CONTESTS

                 

              	
                21

                 

              
	
                15.

                 

              	
                INDEMNIFICATION

                 

              	
                22

                 

              
	
                16.

                 

              	
                INSURANCE

                 

              	
                23

                 

              
	
                17.

                 

              	
                CASUALTY
                  AND CONDEMNATION: CLAIMS

                 

              	
                26

                 

              
	
                18.

                 

              	
                CASUALTY
                  AND CONDEMNATION: RESTORATION

                 

              	
                28

                 

              
	
                19.

                 

              	
                RESTORATION
                  PROCEDURES

                 

              	
                28

                 

              
	
                21.

                 

              	
                ASSIGNMENT
                  AND SUBLETTING; PROHIBITION AGAINST LEASEHOLD FINANCING

                 

              	
                29

                 

              
	
                21.

                 

              	
                SALES
                  BY LANDLORD; RIGHT OF FIRST REFUSAL

                 

              	
                30

                 

              
	
                22.

                 

              	
                EVENTS
                  OF DEFAULT

                 

              	
                31

                 

              
	
                23.

                 

              	
                REMEDIES
                  AND DAMAGES UPON DEFAULT

                 

              	
                33

                 

              
	
                24.

                 

              	
                NOTICES

                 

              	
                37

                 

              
	
                25.

                 

              	
                ESTOPPEL
                  CERTIFICATE

                 

              	
                37

                 

              
	
                26.

                 

              	
                SURRENDER

                 

              	
                37

                 

              
	
                27.

                 

              	
                NO
                  MERGER OF TITLE

                 

              	
                38

                 

              
	
                28.

                 

              	
                BOOKS
                  AND RECORDS

                 

              	
                38

                 

              
	
                30.

                 

              	
                NON-RECOURSE
                  AS TO LANDLORD

                 

              	
                39

                 

              
	
                31.

                 

              	
                FINANCING

                 

              	
                39

                 

              
	
                32.

                 

              	
                SUBORDINATION

                 

              	
                40

                 

              
	
                34.

                 

              	
                TAX
                  TREATMENT; REPORTING

                 

              	
                40

                 

              
	
                35.

                 

              	
                MISCELLANEOUST

                 

              	
                40

                 

              


      

       

      EXHIBITS:

       

      Exhibit
        A
        -
        Initial Premises

       

      Exhibit
        B
        -
        Additional Premises

       

      Exhibit
        C
        -
        Building Equipment

       

      Exhibit
        D
        -
        Minimum Rent Allocation Schedule

       

      Exhibit
        E -
        Certification Related to the USA Patriot Act

       

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

       

      Exhibit
        G
        -
        Environmental Reports

       

      Exhibit
        H
        - Form
        of Certification

       

      


       

      


       


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      



      LEASE
        AGREEMENT

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Commencement
        Date”
means
        the date hereof.

       

      “Condemnation”
means
        a
        Taking or a Requisition.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “GAAP”
means
        generally accepted accounting principles.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Lease”
means
        this Lease Agreement. 

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      3. Title,
        Condition and Possession.

       

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

       

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

       

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

       

      4. Use
        of
        Leased Premises; Quiet Enjoyment.

       

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

       

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

       

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

       

      5. Term.
        

       

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

       

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

       

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

       

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

       

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

       

      7. Additional
        Rent.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      8. Net
        Lease; Non-Terminability.

       

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

       

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

       

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

       

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

       

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

       

      10. Compliance
        with Laws and Agreements; Environmental Matters.
        

       

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

       

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

       

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

       

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

       

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


       

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

       

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

       

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

       

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

       

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

       

      11. Liens;
        Recording.

       

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

       

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

       

      12. Maintenance
        and Repair.
        

       

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

       

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

       

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

       

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

       

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

       

      13. Alterations,
        Improvements and Expansions.
        

       

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

       

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

       

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

       

      15. Indemnification.
        

       

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

       

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

       

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

       

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

       

      16. Insurance.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      17. Casualty
        and Condemnation: Claims.
        

       

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

       

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

       

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

       

             
        19. Restoration
        Procedures.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

           
        20. Assignment and Subletting; Prohibition against Leasehold
        Financing.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

                   
        21. Sales
        by Landlord; Right of First Refusal.
        

       

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

       

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

       

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

       

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

       

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

       

      (c) a
        default
        occurs under Section 20;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      23. Remedies
        and Damages Upon Default

       

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

       

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


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


       

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

       

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

       

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

       

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

       

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

       

      28. Books
        and Records.

       

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

       

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


       

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

       

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

       

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

       

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

       

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

       

      33. Miscellaneous.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      


       

      


       


      
        
          
             

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      



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

       

      


      
        	 	
                LANDLORD:

              
	 	 
	 	
                CIT
                  CRE LLC,
                  a
                  Delaware limited liability company

              
	 	 
	 	 
	 	
                By:

              	 
	 	 
	 	
                Title:

              	 


      

      


      


      
        	 	
                TENANT:

              
	 	 
	 	
                LEONARD’S
                  METAL, INC.,
                  a
                  Missouri corporation

              
	 	 
	 	 
	 	
                By:

              	 
	 	 
	 	
                Title:

              	 


      

      


      


       

      


       

      


       


      
        
          
            [Signature
              Page to Lease Agreement]

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      



      EXHIBIT
        A

       

      


       

      INITIAL
        PREMISES

       

      


       

      
        	
                Address

                 

              	
                City

                 

              	
                State

                 

              
	 	 	 
	
                3600
                  Mueller Road

                 

              	
                St.
                  Charles

                 

              	
                Missouri

                 

              


      

      


       

      [attach
        legal description]

       

      


       

      


       


      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        B

       

      


       

      ADDITIONAL
        PREMISES

       

      


       

      
        	
                Address

                 

              	
                City

                 

              	
                State

                 

              
	 	 	 
	
                2629
                  Esthner Court

                 

              	
                Wichita

                 

              	
                Kansas

                 

              
	
                3030
                  No. Hwy. 94

                 

              	
                St.
                  Charles

                 

              	
                Missouri

                 

              
	
                2104
                  North 170th
                  East Ave.

                 

              	
                Tulsa

                 

              	
                Oklahoma

                 

              


      

      


       

      [attach
        legal descriptions]

       

      


       

      


       


      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        C

       

      


       

      BUILDING
        EQUIPMENT

       

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

       

      


       

      


       


      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        D

       

      


       

      MINIMUM
        RENT ALLOCATION SCHEDULE

       

      


       

      [Attach
        Minimum Rent Schedule]

       

      


       

      


       


      
        
          
          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        E

       

      


       

      CERTIFICATION
        RELATED TO THE USA PATRIOT ACT

       

      


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      


      
        	 	
                TENANT:

              
	 	 
	 	
                [________________________________]

              
	 	 
	 	 
	 	
                By:

              	 
	 	
                 

                Title:

              	 	 
	 	 
	 	 
	 	
                Executed
                  on this _____ day of ___________,
                  20__.

              


      

      


      



      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      



      


      EXHIBIT
        F

       

      


       

      DETERMINATION
        OF FAIR MARKET RENTAL VALUE OF THE LEASED PREMISES

       

      


       

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

       

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

       

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

       

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

       

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

       

      


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      



      EXHIBIT
        G

       

      


       

      ENVIRONMENTAL
        REPORTS

       

      


       

      1. 3600
        Mueller Road, St. Charles, Missouri:

       

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

       

      Environmental
        Violations and Hazardous Conditions Disclosed:

       

      [none]

       

      Remediation
        Actions to be Undertaken:

       

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

       

      2. 2629
        Esthner Court, Wichita, Kansas:

       

      [Environmental
        Site Assessment Report by LandAmerica Assessment Corporation]

       

      Environmental
        Violations and Hazardous Conditions Disclosed:

       

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

       

      Remediation
        Actions to be Undertaken:

       

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

       

      3. 3030
        No. Hwy. 94, St. Charles, Missouri:

       

      [Environmental
        Site Assessment Report by LandAmerica Assessment Corporation]

       

      Environmental
        Violations and Hazardous Conditions Disclosed:

       

      [to
        be
        identified prior to the Additional Closing Date]

       

      Remediation
        Actions to be Undertaken:

       

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

       

      4. 2104
        North 170th
        East
        Ave., Tulsa, Oklahoma:

       

      [Environmental
        Site Assessment Report by LandAmerica Assessment Corporation]

       

      Environmental
        Violations and Hazardous Conditions Disclosed:

       

      [to
        be
        identified prior to the Additional Closing Date]

       

      Remediation
        Actions to be Undertaken:

       

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

       

      


       

      


       


      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


             

          

        

      



      EXHIBIT
        H

       

       

      FORM
        OF
        CERTIFICATION

       

       

      TO: CIT
        CRE LLC

       

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

       

       

      THE
        UNDERSIGNED HEREBY CERTIFIES THAT:

       

       

      	1.  	
              I
                am the duly elected ______________________
                of
                Tenant.

            


       

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

            


       

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

            


       

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

            


       

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

       

      


      
        	 	 
	 	
                Print
                  Name:

              	 
	 	
                Title:

              	 


      

      


      


    

     

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      F

     

    FORM
      OF LEASE GUARANTY

     

     

    [See
      attached]

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

    

      GUARANTY
        AND SURETYSHIP AGREEMENT

       

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

       

      W
        I T
        N E S S E T H :

       

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

       

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

       

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

       

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

       

      ARTICLE
        I

      GUARANTEE

       

      Section
        1.01  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

      MCELLANEOUS

       

      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.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


       

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

      


      
        	 	
                LMI
                  AEROSPACE, INC.

              
	 	 
	 	
                By:

              	 
	 	
                 

                Name:

              	 
	 	
                 

                Title:

              	 
	 	 	 
	 	 
	 	 
	
                Agreed
                  and Acknowledged:

              	 
	
                 

                CIT
                  CRE LLC

              	 
	
                 

                By:

              	 	 
	
                 

                Name:

              	 	 
	
                 

                Title:

              	 	 


      

      


      


       

      


       

    

    
 

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      G

     

    ENVIRONMENTAL
      REPORTS

     

    


     

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

     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      3.1(O)

     

    CONTRACTS
      AND AGREEMENTS

     

     

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