FIRST AMENDMENT TO
SUBSCRIPTION AGREEMENT
LMI Aerospace, Inc. (f/k/a Leonard's Metal, Inc.)
3030 Highway 94 North
St. Charles, Missouri 63301
Ladies and Gentlemen:
The undersigned, Lawrence J. LeGrand ("LeGrand"), as the beneficial
owner of the Lawrence J. LeGrand IRA Rollover Account (the "IRA"), subscribed
for and agreed to cause the IRA to purchase from LMI Aerospace, Inc. (f/k/a
Leonard's Metal, Inc.), a Missouri corporation (the "Company") an aggregate of
30,000 shares of the common stock, $0.02 par value per share (the "Shares"), for
an aggregate purchase price of $600,000.00. such subscription and agreement was
memorialized by a written subscription agreement dated as of April 27, 1998 (the
"Subscription Agreement"). The parties to the Subscription Agreement have
recognized that such writing does not reflect the substance of their agreements.
Accordingly, LeGrand and the Company hereby amend the Subscription Agreement as
follows:
1. The following sentence shall be added to the end of Section 4 of the
Subscription Agreement:
"If during the Period of Restriction LeGrand desires to dispose of all
or any portion of the Shares, he shall have right to require the
Company to purchase such Shares for a per share price equal to the
lesser of (i) the per share price paid by LeGrand to purchase such
Shares, and (ii) the average of the closing bid prices of the Company's
as reported by the Nasdaq Stock Market for the 10 trading days
immediately preceding the date LeGrand notifies the company of his
desire to sell."
The parties have executed this First Amendment as of April 27, 1998.
/s/ Lawrence J. LeGrand LMI Aerospace, Inc.
- -------------------------------- (f/k/a Leonard's Metal, Inc.)
Lawrence J. LeGrand,
the Beneficial Owner of the
Lawrence J. LeGrand IRA
Rollover Account By: /s/ Ronald S. Saks
----------------------------------
Ronald S. Saks, President
Social Security No._________________
908 Claymark Dr.
St. Louis, MO 63131