EXHIBIT 10.1
AMENDMENT NO. 13
to
LOAN AGREEMENT
and
WAIVER OF DEFAULTS
between
UNION PLANTERS BANK, N.A., a national banking association,
successor to Magna Bank, National Association,
as Bank
and
LMI AEROSPACE, INC.,
a Missouri corporation formerly known as Leonard's Metal, Inc.,
PRECISE MACHINE COMPANY, a Missouri corporation,
PRECISE MACHINE PARTNERS, L.L.P., a Texas limited liability partnership,
LMI FINISHING, INC.,an Oklahoma corporation,
LEONARD'S METAL, INC.,
a Missouri corporation formerly known as LMI Acquisition, Inc.,
TEMPCO ENGINEERING, INC., a Missouri corporation
formerly known as Metal Corporation, doing business in California
as Metal Corporation of Sun Valley, and
VERSAFORM CORP., a California corporation,
jointly and severally as Borrower
This AMENDMENT NO. 13 to LOAN AGREEMENT (this "Amendment") is entered
into as of March 30, 2004, by and among LMI AEROSPACE, INC., a Missouri
corporation formerly known as Leonard's Metal, Inc., PRECISE MACHINE COMPANY, a
Missouri corporation, PRECISE MACHINE PARTNERS, L.L.P., a Texas limited
liability partnership, LMI FINISHING, INC., an Oklahoma corporation, LEONARD'S
METAL, INC., a Missouri corporation formerly known as LMI Acquisition, Inc.,
TEMPCO ENGINEERING, INC., a Missouri corporation formerly known as Metal
Corporation, doing business in California as Metal Corporation of Sun Valley,
and VERSAFORM CORP., a California corporation (jointly and severally, separately
and collectively as "Borrower"), and UNION PLANTERS BANK, N.A., a national
banking association, successor to Magna Bank, National Association ("Bank").
Recitals:
A. Borrower and Bank are party to that certain Loan Agreement dated August
15, 1996, as subsequently amended, including an amendment and
restatement by that certain Eighth Amendment to and Restatement of Loan
Agreement dated May 15, 2002, and as subsequently amended by that
certain Ninth Amendment to Loan Agreement dated June 30, 2002, by that
certain Tenth Amendment to Loan Agreement dated November 13, 2002, by
that certain Eleventh Amendment to Loan Agreement dated April 15, 2003,
and by that certain Twelfth Amendment to Loan Agreement dated as of
January 5, 2004 (as it has been and as it may be further amended,
restated, extended, renewed, replaced, or otherwise modified from time
to time, the "Loan Agreement").
B. Borrower and Bank desire to amend the Loan Agreement on the terms and
conditions set forth herein.
Amendment
Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and Bank
hereby agree as follows:
1. Definitions; Section and Exhibit References. Capitalized terms used and not
otherwise defined herein have the meanings given them in the Loan Agreement. All
references to the "Agreement" in the Loan Agreement and in this Amendment shall
be deemed to be references to the Loan Agreement as it is amended hereby and as
it may be further amended, restated, extended, renewed, replaced, or otherwise
modified from time to time. Section and Exhibit references in this Amendment are
to the Section and Exhibits of the Loan Agreement unless otherwise specified.
2. Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of March 30, 2004, but only if this Amendment has been executed by
each Borrower and Bank, and only if Bank has received all of the documents and
other items listed on Exhibit A to this Amendment which are described therein as
being "Conditions to Effectiveness", with each being satisfactory to Bank and
(as applicable) duly executed and (also as applicable) sealed, attested,
acknowledged, certified, or authenticated. If this Amendment does not become
effective on or before March 30, 2004, the Loan Agreement shall continue in full
force and effect as it existed in the absence of this Amendment.
3. Commitment to Satisfy Post-Closing Requirements. Borrower agrees to provide
to Bank each of the documents and other items listed on Exhibit A to this
Amendment which are described therein as being "Post-Closing Requirements"
within the time period set forth therein for the delivery of such document or
other item, with each being satisfactory to Bank and (as applicable) duly
executed and (also as applicable) sealed, attested, acknowledged, certified, or
authenticated. Borrower agrees that any failure to do so will result in an
immediate Event of Default under the Loan Agreement.
4. Fair and Adequate Consideration. Borrower acknowledges that it requested the
extension of the Revolving Credit Period and waiver of the Specified Defaults
(defined below) provided herein, and acknowledges and agrees that the
modifications to the Loan Agreement contained herein constitute fair and
adequate consideration for such extension and waiver.
5. Joinder of Precise Machine Partners, L.L.P. By its signature hereto, Precise
Machine Partners, L.L.P. hereby joins the Loan Agreement as a co-Borrower
thereunder, with the same effect as if it had executed the Loan Agreement, and
agrees that it is included in the definition of "Borrower" for all purposes in
the Loan Agreement and in the Transaction Documents. Precise Machine Partners,
L.L.P. agrees that it is jointly and severally liable for all of the Borrower's
Obligations. Precise Machine Partners, L.L.P. hereby makes all of the
representations and warranties contained in the Loan Agreement and the
Transaction Documents which are applicable to Borrowers as of the date hereof,
and hereby agrees to be bound by all of the terms, conditions, covenants,
waivers, and agreements applicable to Borrower under the Loan Agreement and the
Transaction Documents.
6. Waiver of Specified Defaults. Borrower has notified Bank that Borrower has
violated the Consolidated Tangible Net Worth covenant contained in Section
8.01(i)(i) and the minimum Consolidated EBITDA covenant contained in Section
8.01(i)(ii) for the period ending December 31, 2003. Under Section 9.03, such
violations constitute Events of Default under the Loan Agreement (the "Specified
Defaults"). Borrower has requested that Bank waive the Specified Defaults. Bank
hereby waives the Specified Defaults. The waivers contained in this Section are
specific in intent and are valid only for the specific purposes for which given.
Nothing contained herein obligates Bank to agree to any additional waivers of
any provisions of any of the Transaction Documents, including but not limited to
Sections 8.01 or 9.03. The waiver contained in this Section is a waiver of the
Specified Defaults only, and shall not operate as a waiver of Bank's right to
exercise remedies resulting from (i) existing and/or continuing Defaults or
Events of Default of which Bank is not actually aware, or (ii) other future
Defaults or Events of Default, whether or not of a similar nature and whether or
not known to Bank.
7. Amendments to Loan Agreement. The Loan Agreement is hereby amended as
follows:
7.1. Definition of Borrowing Base Reserve Amount. The following new
definition is inserted in Section 2 in proper alphabetical order:
Borrowing Base Reserve Amount shall mean:
(I) through and including June 30, 2004, an amount
equal to the greater of (A) $8,500,000 or (B) the result of
(1) $9,500,000 minus (2) 50% of the additional inventory
reserve established in March, 2004 for stale or obsolete
inventory in connection with the preparation of Borrower's
annual audit report, more particularly described as the final
year-end inventory reserves to the extent they exceed
$1,297,009.44 (the "March Inventory Reserve"); and
(II) from and after July 1, 2004, an amount equal to
the greater of (A) $9,000,000 or (B) the result of (1)
$10,000,000 minus (2) 50% of the March Inventory Reserve.
7.2. Definition of Broker. The following new definition is inserted in
Section 2 in proper alphabetical order:
Broker shall mean Lincoln Partners LLC and Baldwin &
Associates, Inc., and any successor approved by Bank in its
sole and absolute discretion with respect to the Sale and
Refinancing Project.
7.3. Definition of Eligible Accounts. The definition of "Eligible Accounts"
in Section 2 is replaced with the following:
Eligible Accounts shall mean all trade accounts receivable of
Borrower other than the following, unless approved in writing
by Bank in each case: (i) any account with respect to which
Bank does not have a valid and enforceable, first priority,
perfected Lien; (ii) any account which remains unpaid as of 90
days after the original date of the applicable invoice; (iii)
any account of a single account debtor if 25% or more (50% or
more in the case of the account debtor Short Brothers PLC) of
the balances due on all accounts of such account debtor are
ineligible under clause (i) or (ii); (iv) any account with
respect to which the account debtor is an affiliate or
employee of Borrower; (v) any account as to which the
perfection of Bank's Lien is governed by any federal, state or
local statutory requirements other than those of the UCC; (vi)
any account with respect to which the account debtor is the
United States of America or any state or any department,
agency, public corporation or other instrumentality thereof
(provided, however, that accounts with respect to which the
account debtor is U.S. Army Aviation and Missile Command,
Defense Supply Center Richmond, Defense Logistics Agency,
Department of the Army, Fleet Industrial Supply Center, or
Department of the Air Force shall not be disqualified from
classification as Eligible Accounts solely by reason of this
clause (vi) to the extent the balance of Borrower's accounts
with such account debtors does not exceed $600,000 in the
aggregate at any time of measurement); (vii) any account with
respect to which the account debtor does not maintain its
chief executive office within the United States and any
account with respect to which the account debtor is the
government of any foreign country or any municipality or other
political subdivision thereof, or any department, agency,
public corporation or other instrumentality thereof (provided,
however, that accounts with respect to which the account
debtor is Alenia Aeronautica S.P.A., Canadair, DeHavilland,
Inc., Short Brothers PLC, Fischer Advanced Composite
Components AG, Fleet Industries, Ltd., Israel Military
Industries, Ltd., Korean Air, Korea Aerospace Industries,
Ltd., Stork Fokker AESP B.V., Magellan Aerospace Corporation,
Bombardier, Inc., or Finmeccanica shall not be disqualified
from classification as Eligible Accounts solely by reason of
this clause (vii) to the extent the balance of Borrower's
accounts with such account debtors does not exceed $2,200,000
in the aggregate at any time of measurement); (viii) any
account with respect to which the account debtor is located in
any state denying creditors access to its courts without
qualifying to do business in such state or filing a notice in
whatever form or substance, unless Borrower has so qualified
or filed to Bank's satisfaction; (ix) any account with respect
to goods or services whose delivery or performance has been
rejected by the account debtor or whose earlier acceptance has
been revoked; (x) any account arising from the delivery of
goods or performance of services for which an invoice has not
been sent to the account debtor within five days after such
delivery or performance; (xi) any account owing by an account
debtor that is the subject of a bankruptcy or similar
insolvency proceeding, has made an assignment for the benefit
of creditors, has acknowledged that it is unable to pay its
debts as they mature, or whose assets have been transferred to
a receiver or trustee, or who has ceased business as a going
concern; (xii) any account with respect to which the account
debtor's obligation to pay the account is conditional upon the
account debtor's approval or is otherwise subject to any
repurchase obligation or return right, as with sales made on a
bill-and-hold, guarantied sale, sale-and-return, sale on
approval (except with respect to accounts in connection with
which account debtors are entitled to return Inventory solely
on the basis of the quality of such Inventory) or consignment
basis; (xiii) any account owing by an account debtor that has
disputed liability or made any claim with respect to any other
account due from such account debtor, or that has any right of
setoff against such account, or to which Borrower is indebted
in any way, but only to the extent of such indebtedness,
setoff, dispute or claim; (xiv) any account subject to a
chargeback from a volume discount or an advertising discount,
but only to the extent of such chargeback or discount; (xv)
any account owing by an account debtor whose Indebtedness to
Borrower exceeds a credit limit satisfactory to Bank; (xvi)
any account with respect to which the delivery of goods or
performance of services is bonded; (xvii) any account as to
which Bank does not have the right or ability to obtain direct
payment to Bank; (xviii) any account with respect to which any
of the covenants and agreements contained in any of the
Transaction Documents or any of the representations and
warranties herein or in the other Transaction Documents are
not or have ceased to be complete and correct or have been
breached; (xix) any account with respect to which, in whole or
in part, a check or other instrument for the payment of money
has been received, presented for payment and returned
uncollected for any reason; (xx) any account which represents
a progress billing or as to which Borrower has extended the
time for payment without the consent of Bank (for purposes
hereof, progress billing being any invoice for goods sold or
leased or services rendered under a contract or agreement
pursuant to which the account debtor's obligation to pay such
invoice is conditioned upon Borrower's completion of any
further performance under the contract or agreement); (xxi)
any account which is evidenced by a promissory note or other
instrument or by chattel paper or which has been reduced to
judgment; (xxii) any account which arises out of a sale not
made in the ordinary course of Borrower's business; and
(xxiii) any account as to which Bank has determined in its
absolute discretion that the prospect of payment or collection
on a timely basis is impaired or that Bank otherwise deems in
its absolute discretion to be uncreditworthy.
7.4. Definition of Eligible Inventory. The definition of "Eligible
Inventory" in Section 2 is replaced with the following:
Eligible Inventory shall mean all inventory of Borrower
(valued at the lower of cost or market value), except
inventory (i) that is obsolete, not in good condition, or not
either currently usable or currently saleable in the ordinary
course of Borrower's business; (ii) that is not subject to a
valid and enforceable, first priority, perfected Lien in favor
of Bank; (iii) that is in the possession of Borrower but not
owned by Borrower; (iv) that is stored at a location other
than a location listed on a schedule to one of the Transaction
Documents, unless approved by Bank in writing; (v) that is not
satisfactory to Bank because of its age, condition, type, or
quantity, (vi) that has been repossessed by Borrower; (vii)
with respect to which any of the covenants and agreements
contained in any of the Transaction Documents or any of the
representations and warranties herein or in the other
Transaction Documents are not or have ceased to be complete
and correct or have been breached; and (viii) any inventory
which Bank determines in its absolute discretion to not be
Eligible Inventory.
7.5. Definition of Engagement Agreement. The following new definition is
inserted in Section 2 in proper alphabetical order:
Engagement Agreement shall mean the one or more written
agreements between Borrower and Broker, engaging Broker to
actively and continuously work towards the consummation of the
Sale and Refinancing Project on or before September 30, 2004
(or as soon thereafter as possible), and any documents
executed in connection therewith.
7.6. Definition of Permitted Lien. The following new definition is inserted
in Section 2 in proper alphabetical order:
Permitted Lien shall mean Liens that Borrower is permitted
under Section 8.02(b) to create, incur, assume, or allow to
exist.
7.7. Definition of Prime Rate. The following new definition is inserted in
Section 2 in proper alphabetical order:
Prime Rate shall mean on any day, the rate of interest per
annum then most recently established by Bank as its "Prime
Rate". Such rate is a general reference rate of interest, may
not be related to any other rate, and may not be the lowest or
best rate actually charged by Bank to any customer or a
favored rate and may not correspond with future increases or
decreases in interest rates charged by other lenders or market
interest rates in general.
7.8. Definition of Revolving Credit Period. The definition of "Revolving
Credit Period" in Section 2 is amended by replacing the date "March 31, 2004"
with the date "March 31, 2005".
7.9. Definition of Sale and Refinancing Project. The following new definition is
inserted in Section 2 in proper alphabetical order:
Sale and Refinancing Project shall mean the sale of the stock
or all or substantially all of the assets of one or more
Subsidiaries of LMI Aerospace, Inc. in accordance with the
terms of the Engagement Agreement, and the procurement by
Borrower of debt financing, in each case on terms which are
satisfactory to Bank in its absolute discretion and which,
together, would provide sufficient proceeds to Borrower to
repay the Borrower's Obligations in full in cash on or before
September 30, 2004 (or as soon thereafter as possible).
7.10. Revolving Credit Loans. Section 3.01(a) is amended by replacing the
figure "$9,088,323.00" with the words "an amount equal to $9,700,000.00 on and
before September 30, 2004 and $9,000,000.00 after September 30, 2004".
7.11. Borrowing Base. Section 3.01(b) is replaced with the following:
(b) For purposes of this Agreement, the "Borrowing Base" shall
mean the sum of:
(i) eighty-five percent (85%) of the face
amount of all then existing Eligible Accounts of
Borrower; plus
(ii) the sum of (A) fifty percent (50%) of
the Eligible Inventory of Borrower consisting of
finished goods; plus (B) thirty percent (30%) of the
Eligible Inventory of Borrower consisting of work in
process, plus (C) sixty-five percent (65%) of the
Eligible Inventory of Borrower consisting of raw
materials; minus
(iii) the Borrowing Base Reserve Amount.
7.12. Weekly Borrowing Base/Collateral Report. Section 3.01(c) is replaced
with the following:
(c) Borrower shall deliver to Bank weekly by the close of
business on Wednesday of each week (calculated as of the close
of business on Friday of the prior week) a collateral report
in the form of Exhibit E attached hereto and incorporated
herein by reference (or in such other form as Bank shall
require from time to time, a "Collateral Report") setting
forth:
(i) the Borrowing Base and its components as
of the end of the immediately preceding week
(provided, however, that for any Collateral Report
delivered on or before the tenth day of a calendar
month, the Eligible Inventory component of the
Borrowing Base shall be calculated as of the last day
of the second preceding month, and for any Collateral
Report which is delivered after the tenth day and on
or before the final day of a calendar month, the
Eligible Inventory component of the Borrowing Base
shall be calculated as of the last day of the
immediately preceding month);
(ii) the aggregate principal amount of all
Revolving Credit Loans outstanding as of the end of
the immediately preceding week; and
(iii) the difference, if any, between the
Borrowing Base and the aggregate principal amount of
all Revolving Credit Loans outstanding as of the end
of the immediately preceding week.
The Borrowing Base shown in such Collateral Report
shall be and remain the Borrowing Base hereunder until the
next Collateral Report is delivered to Bank, at which time the
Borrowing Base shall be the amount shown in such subsequent
Collateral Report. Each Collateral Report shall be certified
as to truth and accuracy by the president or chief financial
officer of Borrower. The provisions of this Section 3.01(c)
shall control over any directly conflicting provisions
contained in any of the Security Agreements.
7.13. Revolving Credit Note. Section 3.03(a) is amended by deleting the
words "in the principal amount of $7,000,000" and by replacing the words "in
substantially the form of Exhibit A attached hereto and incorporated herein by
reference" with the words "in form and substance satisfactory to Bank".
7.14. Revolving Credit Interest Rate. Section 3.04(a) is amended by
replacing the first sentence with the following sentences: "So long as no Event
of Default under this Agreement has been declared by Bank and is continuing, all
Revolving Credit Loans shall bear interest prior to maturity at a rate per annum
equal to the Prime Rate plus one percent (1.00%). In the event that Borrower has
not executed and delivered to Bank a Letter of Intent on or before June 30, 2004
pursuant to Section 8.01(m), then as of June 30, 2004, all Revolving Credit
Loans shall bear interest prior to maturity at a rate per annum equal to the
Prime Rate plus one and one-half percent (1.50%). In the event that Borrower has
not indefeasibly paid the Borrower's Obligations in full, in cash on or before
September 30, 2004, then as of September 30, 2004, all Revolving Credit Loans
shall bear interest prior to maturity at a rate per annum equal to the Prime
Rate plus two percent (2.00%). All interest rates based on the Prime Rate shall
fluctuate as and when the Prime Rate fluctuates."
7.15. Term Loans. Section 4.01(a) is amended by inserting the following
sentence at the end thereof: "Notwithstanding the foregoing sentence, Borrower
and Bank acknowledge and agree that as of March 30, 2004, the outstanding
principal balance of Term Loan A is $9,160,714.20 and accrued interest thereon
from March 15, 2004 through March 29, 2004 is $26,850.69, Term Loan B has an
outstanding principal balance of zero, and has expired and is unavailable, and
the outstanding principal balance of Term Loan C is $8,773,816.00 and accrued
interest thereon from March 15, 2004 through March 29, 2004 is $15,106.67."
7.16. Term Note A. Section 4.01(b) is replaced with the following:
(b) Term Loan A shall be evidenced by an Amended and Restated
Term Loan Promissory Note of Borrower payable to the order of
Bank in form and substance satisfactory to Bank (as the same
may from time to time be amended, modified, extended or
renewed, the "Term Note A"). Term Note A shall mature on March
31, 2005 (on which date all unpaid principal and all accrued
and unpaid interest shall become due and payable). Principal
on the Term Note A shall be payable in monthly installments in
the amount of One Hundred Sixty-Nine Thousand Six Hundred
Forty-Two and 86/100 Dollars ($169,642.86) each, due and
payable on the fifteenth day of each month, commencing
immediately, with a final installment in the amount of the
then outstanding principal balance due and payable on March
31, 2005. Interest on the outstanding principal balance of
Term Note A shall be payable monthly, on the fifteenth day of
each month commencing immediately and at the maturity of Term
Note A, whether by reason of acceleration or otherwise.
Interest on Term Note A shall be calculated as provided for
under Section 4.02(a).
7.17. Term Note B. Section 4.01(c) is replaced with the words
"Intentionally omitted."
7.18. Term Note C. Section 4.01(d) is replaced with the following:
(d) Term Loan C shall be evidenced by a Term Loan Promissory
Note of Borrower payable to the order of Bank in form and
substance satisfactory to Bank (as the same may from time to
time be amended, modified, extended or renewed, the "Term Note
C"). Term Note C shall mature on October 15, 2005 (on which
date all unpaid principal and all accrued unpaid interest
shall become due and payable). Principal on the Term Note C
shall be payable in monthly installments in the amount of One
Hundred Thirty Thousand Nine Hundred Fifty-Two and 38/100
Dollars ($130,952.38) each, due and payable on the fifteenth
day of each month, commencing immediately, with the final
installment in the amount of the then outstanding principal
balance due and payable on October 15, 2005. Interest on the
outstanding principal balance of Term Note C shall be payable
monthly, on the fifteenth day of each month commencing
immediately and at the maturity of Term Note C, whether by
reason of acceleration or otherwise. Interest on Term Note C
shall be calculated as provided for under Section 4.02(c).
7.19. Term Loan A Interest Rate. Section 4.02(a) is amended by replacing
the first sentence with the following sentences: "So long as no Event of Default
has been declared by Bank and is continuing, Term Loan A shall bear interest
prior to maturity at a rate per annum equal to the Prime Rate plus two percent
(2.00%). In the event that Borrower has not executed and delivered to Bank a
Letter of Intent on or before June 30, 2004 pursuant to Section 8.01(m), then as
of June 30, 2004, Term Loan A shall bear interest prior to maturity at a rate
per annum equal to the Prime Rate plus two and one-half percent (2.50%). In the
event that Borrower has not indefeasibly paid the Borrower's Obligations in
full, in cash on or before September 30, 2004, then as of September 30, 2004,
Term Loan A shall bear interest prior to maturity at a rate per annum equal to
the Prime Rate plus three percent (3.00%). All interest rates based on the Prime
Rate shall fluctuate as and when the Prime Rate fluctuates; provided, however,
that the applicable rate for Term Loan A shall at no time be less than seven
percent (7%) per annum."
7.20. Term Loan B Interest Rate. Section 4.02(b) is replaced with the words
"Intentionally omitted."
7.21. Term Loan C Interest Rate. Section 4.02(c) is amended by replacing
the first sentence with the following sentences: "So long as no Event of Default
has been declared by Bank and is continuing, Term Loan C shall bear interest
prior to maturity at a rate per annum equal to the Prime Rate plus two percent
(2.00%). In the event that Borrower has not executed and delivered to Bank a
Letter of Intent on or before June 30, 2004 pursuant to Section 8.01(m), then as
of June 30, 2004, Term Loan C shall bear interest prior to maturity at a rate
per annum equal to the Prime Rate plus two and one-half percent (2.50%). In the
event that Borrower has not indefeasibly paid the Borrower's Obligations in
full, in cash on or before September 30, 2004, then as of September 30, 2004,
Term Loan C shall bear interest prior to maturity at a rate per annum equal to
the Prime Rate plus three percent (3.00%). All interest rates based on the Prime
Rate shall fluctuate as and when the Prime Rate fluctuates."
7.22. Prepayments. Section 4.03 is replaced with the following:
4.03 Voluntary and Mandatory Prepayment; Application of
Prepayments. Borrower shall be privileged to prepay all at any
time or any portion from time to time of the unpaid principal
balance under the Term Notes prior to maturity, without
penalty or premium, provided that: (i) partial prepayments on
the Term Notes shall be applied to installments principal
under the Term Notes in the inverse order of their stated
maturities; (ii) on each prepayment date, Borrower shall pay
to Bank all accrued and unpaid interest on the principal
portion of the Note being prepaid to and including the date of
such prepayment; (iii) in the case of voluntary prepayments,
Borrower shall have the option to select to which Term Note
such prepayment shall be applied; and (iv) no Default or Event
of Default under this Agreement shall have occurred and be
continuing. If Borrower sells any substantial portion of its
assets in a single transaction or related series of
transactions that are not in the ordinary course of business,
Borrower shall be required to make a payment to Bank, to be
applied to reduce the Borrower's Obligations, in the aggregate
amount of the gross proceeds therefrom less reasonable selling
expenses and the increment in federal, state and local income
taxes, if any, payable as a consequence of any taxable gain
from such sale. Every prepayment that is required under this
Agreement (from the sale of assets as described above, as a
result of consummation of all or any part of the Sale and
Refinancing Project, as a result of the receipt of a tax
refund as described in Section 8.01(n), or otherwise) shall be
applied by Bank to the Borrower's Obligations in a manner and
order as determined by Bank in its sole and absolute
discretion.
7.23. Subsidiaries. Section 7.08 is amended by deleting the word
"currently" from the first sentence.
7.24. Monthly Financial Information. Section 8.01(a)(ii) is amended by
replacing the words "forty-five (45) days" with the words "thirty (30) days".
7.25. Other Financial Information. Section 8.01(a)(v) is amended by
inserting the words "and in any case, within three (3) Business Days after
Bank's request" after the words "reasonable promptness".
7.26. Consultations and Inspections. Section 8.01(c) is replaced with the
following:
(c) Consultations, Inspections, and Appraisals. Borrower shall
permit, and shall cause each Subsidiary of Borrower to permit,
Bank or Persons authorized by and acting on behalf of Bank, at
any time and from time to time during normal business hours
and upon reasonable notice to Borrower or such Subsidiary, to
audit the books and records of Borrower or such Subsidiary,
and in the course thereof may make copies or abstracts of such
books and records, at Borrower's expense, and to inspect the
Collateral. Borrower shall cooperate, and shall cause each
Subsidiary of Borrower to cooperate, with Bank and such
Persons in the conduct of such audits and inspections and
shall deliver to Bank any instrument necessary for Bank to
obtain records from any service bureau maintaining records for
Borrower or such Subsidiary. Borrower shall reimburse Bank for
Bank's reasonable out-of-pocket costs of such audits and
inspections and pay Bank upon demand Bank's standard daily
charges for such audits and inspections. Borrower shall permit
Bank and Persons authorized by Bank to discuss the accounts,
affairs, finances, books and records of Borrower with its
accountants, officers and employees as often as Bank may
reasonably request, and Borrower shall direct such
accountants, officers and employees to cooperate with Bank and
make full disclosure to Bank of those matters that they may
deem relevant to the continuing ability of Borrower timely to
pay and perform obligations under this Agreement. Bank may
conduct appraisals, or hire Persons to conduct appraisals on
Bank's behalf, of any of the Collateral from time to time as
Bank determines. Borrower will reimburse Bank on demand for
the fees and expenses relating to such appraisals.
7.27. Insurance. Section 8.01(d)(iv) is amended by inserting the following
at the end: "In addition to any applicable provisions of the Transaction
Documents, all policies of liability insurance maintained hereunder shall name
Bank as an additional insured, and all policies of property insurance maintained
hereunder shall reflect Bank's interest therein as mortgagee under a standard
New York or Union mortgagee clause. All policies of insurance maintained
hereunder shall contain a clause providing that such policies may not be
canceled, reduced in coverage or otherwise modified without 30 days prior
written notice to Bank."
7.28. Financial Covenants. Section 8.01(i) is replaced with the following:
(i) Financial Covenants. Borrower will:
(i) Intentionally omitted; and
(ii) Have Consolidated EBITDA of not less than the
following amounts for the year-to-date period ending on the
date indicated:
$2,300,000 June 30, 2004
$4,200,000 September 30, 2004
$6,400,000 December 31, 2004
7.29. Engagement of Broker. Section 8.01 is amended by inserting the
following new Section 8.01(l):
(l) Engagement Agreement. Borrower will comply with all of the
terms of the Engagement Agreement and will cooperate fully
with Broker in connection with actively and continuously
seeking purchasers and lenders for the purpose of consummating
the Sale and Refinancing Project on or before September 30,
2004 (or as soon thereafter as possible) in accordance with
the terms of the Engagement Agreement. Borrower will not cause
or permit the Engagement Agreement to be terminated. Borrower
will provide Bank, or will cause Broker to provide Bank, with
a weekly written or telephonic progress report regarding the
Sale and Refinancing Project, including but not limited to a
list of the potential purchasers and lenders solicited, copies
of the relevant materials used to solicit purchase or debt
financing, and a report of the relevant responses of such
potential purchasers and lenders, and will otherwise keep, or
cause Broker to keep, Bank fully apprised of Borrower's
strategies and efforts regarding the Sale and Refinancing
Project. Borrower hereby authorizes Bank to communicate
directly with Broker regarding the status of the Sale and
Refinancing Project, and hereby authorizes and instructs
Broker to disclose to Bank any information regarding the Sale
and Refinancing Project which Bank may request from time to
time.
7.30. Letter of Intent Deadline and Fee. Section 8.01 is amended by
inserting the following new Section 8.01(m):
(m) Letter of Intent. If Borrower has not entered into a
written letter (or letters) of intent regarding the
consummation of the Sale and Refinancing Project, on terms
satisfactory to Bank in its absolute discretion (collectively,
the "Letter of Intent") and provided Bank with a
fully-executed copy of the Letter of Intent on or before June
30, 2004, then in addition to any other fees that are payable
pursuant to this Agreement, and in addition to the increase in
the applicable interest rates provided in Sections 3.04(a),
4.02(a), and 4.02(c), Borrower shall pay to Bank a "Letter of
Intent Deadline Failure Fee" in the amount of $125,000 which
is fully earned on July 1, 2004 and is payable on the earlier
of (i) the last day of the Revolving Credit Period, (ii) the
date of payment of Borrower's Obligations and the termination
of this Agreement, or (iii) the date on which the Borrower's
Obligations are accelerated by Bank. Notwithstanding the
foregoing sentence, Bank agrees to waive the Letter of Intent
Deadline Failure Fee if the Borrower's Obligations are
indefeasibly paid in full, in cash, on or before August 30,
2004 and before the occurrence of any Event of Default. After
the Letter of Intent has been executed and delivered, Borrower
will comply with all of the terms of the Letter of Intent and
will cooperate fully with Broker in consummating the
transactions described in the Letter of Intent, and Borrower
will not cause or permit the Letter of Intent to be
terminated.
7.31. Tax Refund. Section 8.01 is amended by inserting the following new
Section 8.01(n):
(n) Tax Refund. Borrower shall pay to Bank, within five (5)
days of Borrower's receipt thereof, one hundred percent (100%)
of any Federal income tax refund Borrower receives relating to
Federal income taxes paid by Borrower in 2001.
7.32. Thirteenth Amendment Fee. Section 8.01 is amended by inserting the
following new Section 8.01(o):
(o) Thirteenth Amendment Fee. In addition to any other fees
that are payable pursuant to this Agreement, Borrower shall
pay to Bank a "Thirteenth Amendment Fee" in the amount of
$75,000 on the earlier of (i) the last day of the Revolving
Credit Period, (ii) the date of payment of Borrower's
Obligations and the termination of this Agreement, or (iii)
the date on which the Borrower's Obligations are accelerated
by Bank. Borrower acknowledges and agrees that the Thirteenth
Amendment Fee is fully earned and nonrefundable upon the
effectiveness of that certain Amendment No. 13 to Loan
Agreement and Waiver of Defaults dated as of March 30, 2004
between Borrower and Bank.
7.33. September Payoff Deadline Failure Fee. Section 8.01 is amended by
inserting the following new Section 8.01(p):
(p) September Payoff Deadline Failure Fee. In addition to any
other fees that are payable pursuant to this Agreement, and in
addition to the increase in the applicable interest rates
provided in Sections 3.04(a), 4.02(a), and 4.02(c), in the
event that Borrower fails to indefeasibly pay the Borrower's
Obligations in full, in cash, on or before September 30, 2004,
Borrower shall pay to Bank a "September Payoff Deadline
Failure Fee" in the amount of $350,000 in two installments:
the first installment, in the amount of $100,000, is due and
payable on October 1, 2004 and the second installment, in the
amount of $250,000, is due and payable on the earlier of (i)
the last day of the Revolving Credit Period, (ii) the date of
payment of Borrower's Obligations and the termination of this
Agreement, or (iii) the date on which the Borrower's
Obligations are accelerated by Bank. Borrower acknowledges and
agrees that the September Payoff Deadline Failure Fee is fully
earned and nonrefundable on October 1, 2004.
7.34. December Payoff Deadline Failure Fee. Section 8.01 is amended by
inserting the following new Section 8.01(q):
(q) December Payoff Deadline Failure Fee. In addition to any
other fees that are payable pursuant to this Agreement, in the
event that Borrower fails to indefeasibly pay the Borrower's
Obligations in full, in cash, on or before December 30, 2004,
Borrower shall pay to Bank a "December Payoff Deadline Failure
Fee" in the amount of $200,000 in two installments: the first
installment, in the amount of $100,000, is due and payable on
December 31, 2004 and the second installment, in the amount of
$100,000, is due and payable on the earlier of (i) the last
day of the Revolving Credit Period, (ii) the date of payment
of Borrower's Obligations and the termination of this
Agreement, or (iii) the date on which the Borrower's
Obligations are accelerated by Bank. Borrower acknowledges and
agrees that the December Payoff Deadline Failure Fee is fully
earned and nonrefundable on December 31, 2004.
7.35. Purchase Money Indebtedness. Section 8.02(a)(iii) is amended by
replacing the figure "$1,500,000" with the figure "$1,000,000".
7.36. Purchase Money Liens. Section 8.02(b)(ii) is amended by replacing the
reference to "Section 8.02(a)(iv) above" with a reference to "Section
8.02(a)(iii) above".
7.37. Capital Expenditures. Section 8.02(i) is replaced with the following:
(i) Capital Expenditures. Neither Borrower nor any Subsidiary
of Borrower will make any Capital Expenditures or enter into
any Capitalized Leases which in the aggregate (for Borrower
and all Subsidiaries of Borrower) exceed $2,300,000 for the
period from January 1, 2004 through December 31, 2004.
7.38. Loans to Subsidiaries. Section 8.02(j) is amended by inserting the
words "or permit to remain outstanding" after the words "Neither Borrower nor
any Subsidiary of Borrower will make", and Section 8.02(j)(i) is amended by
replacing the words "any Subsidiary of Borrower" with the words "any other
Borrower".
7.39. Events of Default. Section 9.03 is amended by inserting the following
at the end: "or Sections 8.01(l), 8.01(m), 8.01(n), 8.01(o), 8.01(p), or
8.01(q)".
7.40. Default Under Transaction Documents. Section 9.04 is amended by
inserting the words "or in any Transaction Document" after the words "in this
Agreement".
7.41. Borrowing Base Certificate. Exhibit E is deleted and replaced with
Exhibit E, attached hereto.
8. Effect of Amendment. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Bank
under the Loan Agreement or any of the other Transaction Documents, nor
constitute a waiver of any provision of the Loan Agreement, any of the other
Transaction Documents or any existing Default or Event of Default, nor act as a
release or subordination of the Liens of Bank under the Transaction Documents,
except as expressly stated herein. Each reference in the Loan Agreement to "the
Agreement", "hereunder", "hereof", "herein", or words of like import, shall be
read as referring to the Loan Agreement as amended by this Amendment.
9. Representations and Warranties. Each Borrower hereby represents and warrants
to Bank as of the date hereof that (i) this Amendment and each document and
instrument executed or delivered in connection herewith (the "Amendment
Documents") has been duly authorized by such Borrower's Board of Directors
pursuant to authority duly granted by such Borrower's Board of Directors, (ii)
no consents are necessary from any third parties for such Borrower's execution,
delivery or performance of the Amendment Documents which have not been obtained,
(iii) the Amendment Documents constitute the legal, valid and binding obligation
of such Borrower enforceable against such Borrower in accordance with their
terms except as the enforcement thereof may be limited by bankruptcy, insolvency
or other laws related to creditors rights generally or by the application of
equity principles, (iv) all of the representations and warranties contained in
the Loan Agreement, as amended by this Amendment, are true and correct in all
material respects with the same force and effect as if made on and as of the
date of this Amendment, except that with respect to the representations and
warranties made regarding financial data in the Loan Agreement, such
representations and warranties are hereby made with respect to the most recent
financial statements and the other financial data (in the form required by the
Loan Agreement) delivered by Borrower to Bank, and (v) after giving effect to
the waiver of the Specified Defaults, there exists no Default or Event of
Default under the Loan Agreement, as amended by this Amendment.
10. Reaffirmation. Each Borrower hereby acknowledges and confirms that (i)
except as expressly amended hereby the Transaction Documents remain in full
force and effect, (ii) the Loan Agreement is in full force and effect, (iii)
such Borrower has no defenses to its obligations under the Loan Agreement and
the other Transaction Documents, (iv) the Liens of Bank under the Transaction
Documents secure all the obligations under the Loan Agreement as amended by this
Amendment, continue in full force and effect and have the same priority as
before this Amendment, and (v) such Borrower has no claim against Bank arising
from or in connection with the Loan Agreement or the other Transaction
Documents.
11. Costs and Expenses. Borrower hereby agrees to reimburse Bank upon demand for
all out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) incurred by Bank in the preparation, negotiation
and execution of this Amendment and any and all other agreements, documents,
instruments and/or certificates relating to the amendment of Borrower's existing
credit facilities with Bank (collectively, the "Amendment Documents"). Borrower
further agrees to pay or reimburse Bank for (a) any stamp or other taxes
(excluding income or gross receipts taxes) which may be payable with respect to
the execution, delivery, filing and/or recording of the Amendment Documents and
(b) the cost of any filings and searches, including, without limitation, Uniform
Commercial Code filings and searches. All of the obligations of Borrower under
this paragraph shall survive the payment of the Borrower's Obligations and the
termination of the Loan Agreement.
12. Release. In exchange for the agreements contained in this Amendment, each
Borrower hereby releases, discharges and acquits forever, and holds harmless,
Bank and any officers, directors, servants, agents, employees, accountants and
attorneys of Bank, past and present, from any and all known claims, demands and
causes of action, of whatever nature, whether in contract or tort, accrued or to
accrue, contingent or vested, known or unknown, running in favor of Borrower
arising out of or related to the loans, the Loan Agreement, the Notes, or the
other Transaction Documents, or this Amendment or Bank's handling of any of the
foregoing.
13. Governing Law. This Amendment has been executed and delivered in St. Louis,
Missouri, and shall be governed by and construed under the laws of the State of
Missouri without giving effect to choice or conflicts of law principles
thereunder.
14. Section Titles. The section titles in this Amendment are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Amendment.
15. Counterparts; Facsimile Transmissions. This Amendment may be executed in one
or more counterparts and on separate counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument. Signatures to this Amendment may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.
16. Incorporation by Reference. Borrower and Bank hereby agree that all of the
terms of the Transaction Documents are incorporated in and made a part of this
Amendment by this reference.
17. Statutory Notice. The following notice is given pursuant to Section 432.045
of the Missouri Revised Statutes; nothing contained in such notice will be
deemed to limit or modify the terms of the Transaction Documents or this
Amendment:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND
OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S))
AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS
WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
BORROWER AND BANK HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT AGREEMENT
BETWEEN BORROWER AND BANK WITH RESPECT TO THE SUBJECT MATTER OF THIS AMENDMENT.
[the next page is the signature page]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first above written.
LMI AEROSPACE, INC., a Missouri corporation
formerly known as Leonard's Metal, Inc.
By:_________________________________________
Name:_______________________________________
Title_______________________________________
PRECISE MACHINE COMPANY, a Missouri
corporation
By:_________________________________________
Name:_______________________________________
Title_______________________________________
PRECISE MACHINE PARTNERS, L.L.P., a Texas
limited liability partnership
By:_________________________________________
Name:_______________________________________
Title_______________________________________
LMI FINISHING, INC., an Oklahoma corporation
By:_________________________________________
Name:_______________________________________
Title_______________________________________
LEONARD'S METAL, INC., a Missouri corporation
formerly known as LMI Acquisition, Inc.
By:_________________________________________
Name:_______________________________________
Title_______________________________________
TEMPCO ENGINEERING, INC., a Missouri
corporation formerly known as Metal
Corporation, doing business in California as
Metal Corporation of Sun Valley
By:_________________________________________
Name:_______________________________________
Title_______________________________________
VERSAFORM CORP., a California corporation
By:_________________________________________
Name:_______________________________________
Title_______________________________________
UNION PLANTERS BANK, N.A.
By:_________________________________________
Name:_______________________________________
Title_______________________________________
Exhibit A
Conditions to Effectiveness and Post-Closing Requirements
1. This Amendment [Condition to Effectiveness]
2. Amended and Restated Revolving Credit Note ($9,700,000) [Condition to
Effectiveness]
3. Amended and Restated Term Note (Term Note A) ($9,160,714.20) [Condition
to Effectiveness]
4. Amended and Restated Term Note (Term Note C) ($8,773,816.00) [Condition
to Effectiveness]
5. General Security Agreement of Precise Machine Partners, L.L.P.
[Condition to Effectiveness]
6. UCC Financing Statement filed against Precise Machine Partners, L.L.P.
with Texas Secretary of State [Post-Closing Requirement; by March 31,
2004]
7. Engagement Agreement [Condition to Effectiveness]
8. Payment in full by Borrower of $75,000 fee pursuant to paragraph 4 of
Twelfth Amendment to Loan Agreement among Borrower and Bank dated
January 5, 2004 [Condition to Effectiveness]
9. Good Standing Certificate for LMI Aerospace, Inc. issued by Secretary
of State of Missouri [Condition to Effectiveness]
10. Good Standing Certificate for LMI Aerospace, Inc. issued by Secretary
of State of Kansas [Post-Closing Requirement; by April 23, 2004]
11. Good Standing Certificate for LMI Aerospace, Inc. issued by Secretary
of State of Washington [Post-Closing Requirement; by April 23, 2004]
12. Good Standing Certificate for Precise Machine Company issued by
Secretary of State of Missouri [Condition to Effectiveness]
13. Good Standing Certificate for Precise Machine Partners, L.L.P. issued
by Secretary of State of Texas [Condition to Effectiveness]
14. Good Standing Certificate for LMI Finishing, Inc. issued by Secretary
of State of Oklahoma [Condition to Effectiveness]
15. Good Standing Certificate for Leonard's Metal, Inc. issued by Secretary
of State of Missouri [Condition to Effectiveness]
16. Good Standing Certificate for Leonard's Metal, Inc. issued by Secretary
of State of Kansas [Post-Closing Requirement; by April 23, 2004]
17. Good Standing Certificate for Tempco Engineering, Inc. issued by
Secretary of State of Missouri [Condition to Effectiveness]
18. Good Standing Certificate for Tempco Engineering, Inc. issued by
Secretary of State of California [Post-Closing Requirement; by April
23, 2004]
19. Good Standing Certificate for Versaform Corp. issued by Secretary of
State of California [Post-Closing Requirement; by April 12, 2004]
20. Secretary's Certificate for LMI Aerospace, Inc., certifying attached
Articles of Incorporation, Bylaws, board resolutions authorizing
Amendment No. 13 and related documents, and incumbency [Condition to
Effectiveness]
21. Secretary's Certificate for Precise Machine Company, certifying
attached Articles of Incorporation, Bylaws, board resolutions
authorizing Amendment No. 13 and related documents, and incumbency
[Condition to Effectiveness]
22. Secretary's Certificate for Precise Machine Partners, L.L.P.,
certifying attached Certificate of Partnership, Partnership Agreement,
partner resolutions authorizing Amendment No. 13 and related documents,
and incumbency [Condition to Effectiveness]
23. Secretary's Certificate for LMI Finishing, Inc., certifying attached
Articles of Incorporation, Bylaws, board resolutions authorizing
Amendment No. 13 and related documents, and incumbency [Condition to
Effectiveness]
24. Secretary's Certificate for Leonard's Metal, Inc., certifying attached
Articles of Incorporation, Bylaws, board resolutions authorizing
Amendment No. 13 and related documents, and incumbency [Condition to
Effectiveness]
25. Secretary's Certificate for Tempco Engineering, Inc., certifying
attached Articles of Incorporation, Bylaws, board resolutions
authorizing Amendment No. 13 and related documents, and incumbency
[Condition to Effectiveness]
26. Secretary's Certificate for Versaform Corp., certifying attached
Articles of Incorporation, Bylaws, board resolutions authorizing
Amendment No. 13 and related documents, and incumbency [Condition to
Effectiveness]
27. Legal Opinion of Borrower's counsel [Condition to Effectiveness]
28. Copies of fully-executed acquisition documents regarding Tempco
Engineering, Inc. [Post-Closing Requirement; by April 23, 2004]
29. UCC search results showing no Liens except as permitted by Loan
Agreement for all Borrowers [Post-Closing Requirement; by April 12,
2004]
30. Letter from Borrower's auditor BDO Siedman to Bank certifying the
amount of the March Inventory Reserve [Post-Closing Requirement; by
April 5, 2004]
31. Future Advance Deed of Trust and Security Agreement with respect to
Borrower's property located on Highway 94 in St. Charles County, MO
("Highway 94 Property") [Post-Closing Requirement; by April 23, 2004]
32. Any survey or title information All of Borrower's survey and title work
with respect to Highway 94 Property [Post-Closing Requirement; by April
23, 2004]
33. Survey of Borrower's Rogers County, Oklahoma location [Post-Closing
Requirement; by April 23, 2004]
34. Evidence of sufficient and satisfactory liability and casualty
insurance, as required by Loan Agreement, with Bank designated as
additional insured and loss payee, as applicable [Post-Closing
Requirement; by April 23, 2004]
Exhibit E
Borrowing Base Certificate
EXHIBIT E
BORROWING BASE CERTIFICATE
Reference is hereby made to that certain Eighth Amendment to and
Restatement of Loan Agreement dated as of May 15, 2002, by and among LMI
Aerospace, Inc. (formerly known as Leonard's Metal, Inc.), LMI Finishing, Inc.,
Leonard's Metal, Inc. (formerly know as LMI Acquisition, Inc.), Precise Machine
Company, Precise Machine Partners, L.L.P., Tempco Engineering, Inc. (formerly
know as Metal Corporation), and Versaform Corp. (collectively, the "Borrower")
and Union Planters Bank, N.A. ("Bank") (as amended, modified, extended, renewed
or restated, from time to time, the "Loan Agreement"). All terms used herein
which are defined in the Loan Agreement shall have the same meaning herein as in
the Loan Agreement.
Borrower hereby reaffirms all warranties made in the Loan Agreement and
certifies and warrants that Borrower holds subject to the security interest of
Bank granted pursuant to the Loan Agreement, as of ________________, the
following collateral (all inventory being shown at the lower cost or market
value):
A. Total finished goods Inventory $_______________
Eligible Inventory consisting of
finished goods $_______________
Eligible Inventory consisting of
finished goods, multiplied by applicable
advance rate (50%) $_______________
B. Total work in process (WIP) Inventory $_______________
Eligible Inventory consisting of WIP $_______________
Eligible Inventory consisting of WIP,
multiplied by applicable advance rate (30%) $______________
C. Total raw materials Inventory $_______________
Eligible Inventory consisting of raw materials $_______________
Eligible Inventory consisting of raw materials,
multiplied by applicable advance rate (65%) $______________
D. Total Accounts $_______________
Eligible Accounts $_______________
Eligible Accounts, multiplied by applicable
advance rate (85%) $______________
E. Less Borrowing Base Reserve Amount ($______________)
F. Total Borrowing Base (A plus B plus C plus D
minus E) $______________
G. Maximum Revolving Loan Commitment Amount
($9,700,000 through and including
September 30, 2004; $9,000,000 thereafter) $______________
H. Total Amount of Revolving Loan Credit Loan
Facility (lesser of (F) or (G)) $______________
I. Current Revolving Credit Loan Balance ($_______________)
J. Balance available for borrowing under
Revolving Credit Loan (H minus I) $_______________
Borrower further certifies and warrants to Bank that no Default or
Event of Default is existing at the date of this Certificate and, to the best of
the knowledge and belief of the officer of the Borrower executing this
Certificate, there has not been (except as may otherwise be indicated below) any
change since the computation date specified above which will materially reduce
the amount shown above if such amounts were computed as of the date of this
Certificate.
Dated: ____________________
LMI AEROSPACE, INC.
By:_______________________________________
Title:____________________________________
LMI FINISHING, INC.
By:_______________________________________
Title:____________________________________
LEONARD'S METAL, INC.
By:_______________________________________
Title:____________________________________
PRECISE MACHINE COMPANY
By:_______________________________________
Title:____________________________________
PRECISE MACHINE PARTNERS, L.L.P.
By:_______________________________________
Title:____________________________________
TEMPCO ENGINEERING, INC.
By:_______________________________________
Title:____________________________________
VERSAFORM CORP.
By:_______________________________________
Title:____________________________________