Exhibit 10.1

AMENDMENT NO. 3
To
Second Amended and Restated Credit Agreement
Dated as of November 27, 2006

Among

SPIRIT AEROSYSTEMS, INC.,
a Delaware corporation, as Borrower,

SPIRIT AEROSYSTEMS HOLDINGS, INC.,
a Delaware corporation, as Parent Guarantor,

Certain Subsidiaries Identified Therein,
as Guarantors,

The Lending Institutions Party Thereto,
and

BANK OF AMERICA, N.A.,
as Administrative Agent,
and

BBVA COMPASS,
as Documentation Agent

BANK OF AMERICA SECURITIES LLC,
CITICORP GLOBAL MARKETS, INC.,
RBS SECURITIES INC,
RBC CAPITAL MARKETS,
and
THE BANK OF NOVA SCOTIA,
as Joint Lead Arrangers and Joint Book Runners
for Amendment No. 3

AMENDMENT NO. 3
TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

     This Amendment No. 3, dated as of October 15, 2010 (this “Amendment”) is entered into among SPIRIT AEROSYSTEMS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS, INC.), a Delaware corporation (the “Borrower”); SPIRIT AEROSYSTEMS HOLDINGS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC.), a Delaware corporation (the “Parent Guarantor”); the Guarantors; BANK OF AMERICA, N.A., as Administrative Agent and Lenders party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

WITNESSETH:

     WHEREAS, the Borrower, the Parent Guarantor, the Lenders and Bank of America, N.A., as successor Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of November 27, 2006 (as amended, modified, extended, restated or otherwise supplemented from time to time, the “Credit Agreement”);

     WHEREAS, the Borrower has requested the Lenders to (a) extend the final maturity date applicable to the Revolving Credit Commitments and certain Lenders have agreed to extend such final maturity date and (b) extend the final maturity date applicable to the Term B-1 Loans and certain Lenders (the “Extending Term Lenders”) have agreed to extend such final maturity date;

     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to provide for the extensions referred to above and for certain other modifications of the terms of the Credit Agreement, and that, as so amended, the Credit Agreement be restated in the form of Exhibit A hereto;

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

     Section 1. Amendment and Restatement

     Effective as of the date hereof, (a) the Credit Agreement is hereby amended and restated in the form of Exhibit A attached hereto, (b) Schedule 2.01 of the Credit Agreement is hereby amended and restated to read as provided on Schedule 1 attached hereto, (c) the Term B-1 Loans in an aggregate principal amount equal to $440,379,114.28 will be automatically converted to Term B-2 Loans under the Credit Agreement, (c) Schedules 6.02(v) and 6.04 are each hereby amended and restated to read as provided on Schedules 6.02(v) and 6.04 attached hereto, (d) a new Schedule 1.01(d) is hereby added to the Credit Agreement to read as provided on Schedule 1.01(d) attached hereto and (e) new Exhibits D, G-3 and G-4 are hereby added to the Credit Agreement to read as provided on Exhibits D, G-3 and G-4 attached hereto.

     Section 2. Increase in Revolving Credit Commitments

     (a) Subject to and upon the terms and conditions herein, each Person with an Additional Revolving Credit Commitment (as defined below) on the Amendment No. 3 Effective Date who executes and delivers this Amendment (an “Additional Revolving Lender”) shall become an Extending Revolving Lender under the Credit Agreement with respect to its Additional Revolving Credit Commitment and shall have a Revolving Credit Commitment under the Credit Agreement in the amount of its Additional Revolving Credit Commitment in addition to any Revolving Credit Commitment it has prior to the Amendment No. 3 Effective Date. With respect to each Additional Revolving Lender, the commitment of such Additional Revolving Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans under the Credit Agreement, in addition to any Revolving Credit Commitment it has prior to the Amendment No. 3 Effective Date, shall be in an amount set forth on Schedule 2 to this Amendment (the “Additional Revolving Credit Commitment”). The aggregate amount of the Additional Revolving Credit Commitments shall equal $241,200,000. The Additional Revolving Credit Commitments and Revolving Loans thereunder established pursuant to this Section shall constitute Revolving Loans and Revolving Credit Commitments under, and shall be entitled to all the benefits afforded by, the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents.

     (b) On the Amendment No. 3 Effective Date, the Borrower shall repay all outstanding Revolving Loans out of the proceeds of a new borrowing of Revolving Loans under the Credit Agreement and each of the Revolving Lenders having a Revolving Credit Commitment prior to the Amendment No. 3 Effective Date (the “Pre-Amendment Revolving Lenders”) shall assign to each Additional Revolving Lender, and each Additional Revolving Lender shall purchase from each Pre-Amendment Revolving Lender, at the principal amount thereof, such participation interests in LC Exposure and Swingline Loans outstanding on the Amendment No. 3 Effective Date as shall be necessary in order that, after giving effect to all such repayments and reborrowings and assignments and purchases, such Revolving Loans and participation interests in LC Exposure and Swingline Loans will be held by Pre-Amendment Revolving Lenders and Additional Revolving Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the Additional Revolving Credit Commitments.

     Section 3. Conversion of Term B-1 Loans

     Subject to and upon the terms and conditions herein, the Borrower, the Parent Guarantor and each of the Extending Term Lenders hereby agree that, on the Amendment No. 3 Effective Date, the amount of the Term B-1 Loans of each such Extending Term Lender shall be automatically converted to Term B-2 Loans of such Extending Term Lender with a final maturity date of September 30, 2016.

     Section 4. Conditions Precedent to the Effectiveness of this Amendment.

     This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 3 Effective Date”) by the Administrative Agent:

     4.1 Executed Counterparts. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Parent Guarantor, the Subsidiary Guarantors, the Administrative Agent, the Requisite Lenders, the Extending Term Lenders, each Revolving Lender agreeing to extend its Revolving Credit Commitment to September 30, 2014 pursuant to the terms hereof and each Additional Revolving Lender with an Additional Revolving Credit Commitment;

     4.2 Interest. The Borrower shall have paid all accrued and unpaid interest on the outstanding Revolving Loans of any Revolving Lender to the extent necessary as a result of the reduced Commitment Percentage of such Revolving Lender on the Amendment No. 3 Effective Date, in each case to, but not including, the Amendment No. 3 Effective Date;

     4.3 Corporate and Other Proceedings. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent;

     4.4 No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;

     4.5 Fees and Expenses. The Borrower shall have delivered, by wire transfer of immediately available funds, (a) to Banc of America Securities LLC (“BAS”) (i) for the account of each Lender that consents to this Amendment but does not agree to extend its Revolving Credit Commitment or convert its Term B-1 Loan into an extended Term B-2 Loan, an amendment fee in an amount equal to 0.10% of the aggregate principal amount of the Commitments and Loans held by such consenting Lenders, which fee shall be earned and payable on the Amendment No. 3 Effective Date, (ii) for the account of each Extending Revolving Lender, an extension fee in an amount as agreed and owing to such Extending Revolving Lenders, which fee shall be earned and payable on the Amendment No. 3 Effective Date and (iii) for the account of each Extending Term Lender, an extension fee in an amount as agreed and owing to such Extending Term Lender, which fee shall be earned and payable on the Amendment No. 3 Effective Date, (b) to BAS and Bank of America, payment for all reasonable out-of-pocket fees and expenses (including reasonable and documented fees and expenses of Moore & Van Allen, PLLC) invoiced prior to the Amendment No. 3. Effective Date and due pursuant to Section 7, and (c) to each respective party, any other fees owing to BAS and the other joint lead arrangers (collectively, the “Joint Lead Arrangers”) or Bank of America, in its capacity as Administrative Agent.

     4.6 Opinions of Counsel. The Administrative Agent shall have received (i) a legal opinion, in form and substance reasonably satisfactory to the Administrative Agent, from Fulbright & Jaworski L.L.P., counsel to the Borrower, and (ii) such other opinions of counsel to the Borrower as may be reasonably requested by the Administrative Agent or its counsel.

     Section 5. Further Assurances

     5.1 Mortgages. Within forty-five (45) calendar days of the Amendment No. 3 Effective Date (or such later date as may be agreed by the Collateral Agent in its sole discretion), the Borrower shall deliver, or cause to be delivered, each of the following to the Collateral Agent:

     (i) With respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent.

     (ii) With respect to each Mortgage Amendment, a copy of the existing mortgage title insurance policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”) relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects

and encumbrances and liens except as expressly permitted by Section 6.02 of the Credit Agreement or by the Collateral Agent, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent.

     (iii) With respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (a) shall be addressed to the Administrative Agent and each of the Lenders and be dated the Amendment No. 3 Effective Date, (b) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (c) shall be in form and substance reasonably satisfactory to the Administrative Agent.

     Section 6. Representations and Warranties

     On and as of the Amendment No. 3 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

     6.1 this Amendment has been duly authorized, executed and delivered by the Borrower and each Guarantor and constitutes the legal, valid and binding obligation of the Borrower and each Guarantor enforceable against the Borrower and each Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally;

     6.2 each of the representations and warranties contained in Article III of the Credit Agreement and in each other Loan Document is true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date);

     6.3 no Default or Event of Default has occurred and is continuing; and

     6.4 after giving effect to this Amendment, neither the modification of the Credit Agreement affected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (a) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (b) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens, other than the Mortgage Amendments.

     Section 7. Fees and Expenses

     The Borrower agrees to pay promptly (and in any event on the Amendment No. 3 Effective Date) after presentation of an invoice therefor all reasonable and documented out-of-pocket fees and expenses of the Joint Lead Arrangers (including the reasonable and documented fees and out-of-pocket expenses of Moore & Van Allen, PLLC, as counsel to the Joint Lead Arrangers) in connection with the preparation, negotiation, execution and delivery of this Amendment.

     Section 8. Reference to the Effect on the Loan Documents

     8.1 As of the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof’ and words of like import), shall mean and be a reference to the Credit Agreement, as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 3 Effective Date.

     8.2 Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

     8.3 The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower, Lead Arranger or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

     8.4 This Amendment is a Loan Document.

     Section 9. Execution in Counterparts

     This Amendment may be executed by the parties hereto in several counterparts (including by facsimile), each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

     Section 10. Governing Law

     THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     Section 11. Headings

     The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.

     Section 12. Notices

     All communications and notices hereunder shall be given as provided in the Credit Agreement.

     Section 13. Severability

     The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

     Section 14. Successors

     The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

     Section 15. Cross-References

     References in this Amendment to any Section are, unless otherwise specified or otherwise required by the context, to such Section of this Amendment.

     Section 16. Affirmations

     16.1 Each Loan Party signatory hereto hereby (a) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned and (b) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, in each case, as modified by this Amendment.

     16.2 Each Loan Party signatory hereto hereby reaffirms, as of the Amendment No. 3 Effective Date, (a) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (b) its guarantee of payment of the Obligations (including, without limitation, all Obligations related to the Additional Revolving Credit Commitments and the Term B-2 Loans) pursuant to the Guarantee and the Lien on the Collateral securing payment of the Obligations (including, without limitation, all Obligations relating to the Additional Revolving Credit Commitments) pursuant to the Security Documents.

     16.3 Each Loan Party signatory hereto hereby certifies that, as of the date hereof (both before and after giving effect to the occurrence of the Amendment No. 3 Effective Date), the representations and warranties made by it contained in the Loan Documents to which it is a party are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date).

     16.4 Each Loan Party signatory hereto hereby acknowledges and agrees that the acceptance by the Administrative Agent, each Lender and each other Agent of this document shall not be construed in any manner to establish any course of dealing on any Agent’s or Lender’s part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, waiver, supplement or other modification to any Loan Document or any arrangement contemplated by any Loan Document.

     16.5 Each Loan Party signatory hereto hereby represents and warrants that, immediately after giving effect to this Amendment, each Loan Document, in each case as modified by this Amendment (where applicable), to which it is a party continues to be a legal, valid and binding obligation of the undersigned, enforceable against such party in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).

[SIGNATURE PAGES FOLLOW]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.

Schedule 1

Revolving Credit Commitments

										Commitment
						Revolving Credit				Percentage through
						Commitments				June 30, 2012
						(through June 30,				(through June 30,
						2012, which				2012, which
						includes Revolving				includes Revolving
		Revolving Credit				Credit Commitments				Credit Commitments				Revolving Credit				Commitment
		Commitments through				through September				through September				Commitments through				Percentage through
Lenders		June 30, 2012				30, 2014)				30, 2014)				September 30, 2014				September 30, 2014
BANK OF AMERICA, N.A.			—			$	50,000,000.00				7.692307692	%		$	50,000,000.00				7.936507937	%
MERRILL LYNCH CAPITAL CORP			—			$	10,000,000.00				1.538461538	%		$	10,000,000.00				1.587301587	%
THE BANK OF NOVA SCOTIA			—			$	55,000,000.00				8.461538462	%		$	55,000,000.00				8.730158730	%
CITICORP NORTH AMERICA INC.			—			$	55,000,000.00				8.461538462	%		$	55,000,000.00				8.730158730	%
ROYAL BANK OF CANADA			—			$	55,000,000.00				8.461538462	%		$	55,000,000.00				8.730158730	%
THE ROYAL BANK OF SCOTLAND PLC			—			$	55,000,000.00				8.461538462	%		$	55,000,000.00				8.730158730	%
COMPASS BANK			—			$	45,000,000.00				6.923076923	%		$	45,000,000.00				7.142857143	%
U.S. BANK N.A.			—			$	45,000,000.00				6.923076923	%		$	45,000,000.00				7.142857143	%
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.			—			$	30,000,000.00				4.615384615	%		$	30,000,000.00				4.761904762	%
THE BANK OF NEW YORK MELLON			—			$	25,000,000.00				3.846153846	%		$	25,000,000.00				3.968253968	%
MORGAN STANLEY BANK, N.A.			—			$	21,000,000.00				3.230769231	%		$	21,000,000.00				3.333333333	%
EXPORT DEVELOPMENT CANADA			—			$	21,000,000.00				3.230769231	%		$	21,000,000.00				3.333333333	%
HSBC BANK USA, N.A.		$	20,000,000.00			$	20,000,000.00				3.076923077	%			—				—
BNP PARIBAS			—			$	20,000,000.00				3.076923077	%		$	20,000,000.00				3.174603175	%
ING BANK, N.V., Dublin Branch			—			$	20,000,000.00				3.076923077	%		$	20,000,000.00				3.174603175	%
SOCIETE GENERALE			—			$	20,000,000.00				3.076923077	%		$	20,000,000.00				3.174603175	%
SUMITOMO MITSUI BANKING CORPORATION			—			$	20,000,000.00				3.076923077	%		$	20,000,000.00				3.174603175	%
COMERICA BANK			—			$	18,000,000.00				2.769230769	%		$	18,000,000.00				2.857142857	%
BARCLAYS BANK PLC			—			$	15,000,000.00				2.307692308	%		$	15,000,000.00				2.380952381	%
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH			—			$	15,000,000.00				2.307692308	%		$	15,000,000.00				2.380952381	%
DEUTSCHE BANK TRUST COMPANY AMERICAS			—			$	10,000,000.00				1.538461538	%		$	10,000,000.00				1.587301587	%
KEYBANK NATIONAL ASSOCIATION			—			$	10,000,000.00				1.538461538	%		$	10,000,000.00				1.587301587	%
THE NORTHERN TRUST COMPANY			—			$	10,000,000.00				1.538461538	%		$	10,000,000.00				1.587301587	%
STATE BANK OF INDIA			—			$	5,000,000.00				0.769230769	%		$	5,000,000.00				0.793650794	%
		$	20,000,000.00			$	650,000,000.00				100.000000000	%		$	630,000,000.00				100.000000000	%

Schedule 2

Additional Revolving Credit Commitments

		Additional Revolving Credit
Lenders		Commitments
BANK OF AMERICA, N.A.		$	10,000,000
THE BANK OF NOVA SCOTIA		$	5,000,000
CITICORP NORTH AMERICA, INC.		$	55,000,000
ROYAL BANK OF CANADA		$	40,000,000
THE ROYAL BANK OF SCOTLAND PLC		$	5,000,000
COMPASS BANK		$	15,500,000
U.S. BANK N.A.		$	30,000,000
MORGAN STANLEY BANK, N.A.		$	700,000
BNP PARIBAS		$	20,000,000
ING BANK, N.V., DUBLIN BRANCH		$	20,000,000
SOCIETE GENERALE		$	20,000,000
SUMITOMO MITSUI BANKING CORPORATION		$	10,000,000
KEYBANK NATIONAL ASSOCIATION		$	10,000,000
Total:		$	241,200,000

Schedule 6.02(v)

Existing Liens

Liens evidenced by the financing statements set forth below naming Borrower, as debtor, each filed with the Delaware Secretary of State:

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
54038460/ 12-28-05		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C75543); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60010165/ 1-03-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C81595, C81745); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60186668/ 1-18-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C84221); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
60237651/ 1-20-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C84225, C84228, C84813); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60420653/ 2-03-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C83071); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60513499/ 2-10-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C87102, C87120); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60534651/ 2-14-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C88198); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
60677500/ 2-27-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C91807); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60815274/ 3-09-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C92401, C92515); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60862557/ 3-14-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C94502, C95174); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60883074/ 3-15-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C94574, C95199); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
60939173/ 3-20-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C92138); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
60961516/ 3-22-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C96240, C96748, C96783); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61018092/ 3-27-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C97039); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61041730/ 3-28-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C96954, C97230); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
61107978/ 4-03-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C95930, C95932, C95936, C95959, C95960, C98765, C99523); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61311729/ 4-19-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D01432); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61510619/ 5-04-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D04294); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61579887/ 5-10-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement C98773); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
61654680/ 5-16-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D04627, D04629, D04636, D04639, D04340, D04649, D04651, D04658, D04660, D04662); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61681592/ 5-18-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D04604, D06408, D06410, D06417); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61697317/ 5-19-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D05988); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
61730357/ 5-23-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D06659); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
62198372/ 6-27-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D11224); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
62268357/ 6-30-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D14875); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
62303907/ 7-05-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D14747, D14852, D14899, D14931, D16054); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
63161452/ 9-13-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D14928); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
63165347/ 9-13-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D22503, D26033, D28046); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
63224201/ 9-19-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D28504); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
63227469/ 9-19-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D23907); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
63280336/ 9-22-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D28609); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
63558327/ 10-13-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D31485); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
63571999/ 10-16-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D31486); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
63735420/ 10-26-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D34640, D34642, D34649); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
63934916/ 11-10-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D37909); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
64048039/ 11-20-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D40138); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
64422473/ 12-18-06		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D43489); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
70139823/ 1-11-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D49599, D49603); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
70341940/ 1-26-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D49825); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
70415504/ 2-01-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D51226, D53533, D53550); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
70468388/ 2-06-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D53553); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
70655646/ 2-21-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D52322); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
70719574/ 2-26-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D56151, D56152); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
72443504/ 6-27-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement DD76741); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
73357372/ 9-04-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement D88158); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
74062872/ 10-26-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F04107); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
74200365/ 11-05-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F04055. F04113); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
74359146/ 11-15-07		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F08106, F08332, F08335); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
80250595/ 1-22-08		Makino Inc.		One (1) Makino Mag3.Ex 5th Axis Horizontal Machining Center Serial Number 84 with all attachments.
83045158/ 9-09-08		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F62708, F62710); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
83602198/ 10-24-08		Shultz Steel Company		All inventory and other goods consisting of airplane parts delivered by Secured Party to Debtor in accordance with terms of the Retention of Title, Consignment and Stock Administration Agreement between the parties dated June 29, 2006.
83614508/ 10-27-08		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F67959, F67963, F72046); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
83696646/ 11-04-08		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F67961, F67995); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
84059299/ 12-08-08		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F73567, F73569, F73572, F73592, F73738, F74016, F74025, F74044, F74046, F74050, F74051); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
90019973/ 1-05-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F81251); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
90379906/ 2-04-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F84081); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
90897790/ 3-20-09		Makino Inc.		One (1) Makino MagEx MMC 5 Machining Center Serial Number 114 with all attachments.
90902293/ 3-20-09		Makino Inc.		One (1) Makino MMC Modular Machining Complex Serial Number 30 with all attachments.
90936572/ 3-24-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F90495); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
91515565/ 5-13-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F97162, F97207); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
91603163/ 5-20-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F98113); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
92119235/ 7-01-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F99344, G03760); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
92666433/ 9-18-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement F99950); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
92699244/ 8-21-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G09255, G09386); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
92894423/ 9-09-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G11425); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
92971338/ 9-16-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G12375); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
93293294/ 10-13-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G15734); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
93577357/ 11-06-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G18708); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
93869226/ 12-03-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G19255); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
93909063/ 12-07-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G19473, G20710); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
94099484/ 12-22-09		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G21638, G22686); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
00444319/ 2-09-10		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G27126); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
01125727/ 4-01-10		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G34510); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
01318546/ 4-16-10		First Chicago Bank and Trust, as Collateral Assignee Brogdon Tool & Die, Inc.		Secured party has heretofore and may from time to time hereafter deliver to Debtor’s facilities for storage, processing, packaging, or other handling by Debtor, certain inventory and goods. Until such time as Debtor purchases Secured Party’s Merchandise from Secured Party, Secured Party’s Merchandise is and shall remain the property of Secured Party and Debtor does not have any right, title or interest in Secured Party Merchandise, nor does Debtor have the right to encumber Secured Party’s Merchandise in any way. All of Secured Party’s Merchandise is subject to a security interest and lien in favor of First Chicago Bank and Trust.
01660988/ 5-12-10		Hartwig Inc.		Two (2) Machine Tool Nec as specified on PO#44001145385
01661234/ 5-12-10		Hartwig Inc.		Two (2) Machine Tool Nec as specified on PO#4400145385
01661341/ 5-12-10		Hartwig Inc.		Two (2) Machine Tool Nec as specified on PO#4400145385
01854276/ 5-26-10		General Electric Capital Corporation		Equipment: 2 Modig HHV Extrusion Machine, plus all existing and future replacements, exchanges and substitutions therefor, attachments, accessories, accessions and additions thereto, and insurance, lease, sublease and other proceeds thereof. This UCC is to perfect Secured Party’s interest under a true lease transaction with the Debtor.
02125304/ 6-18-10		General Electric Capital Corporation		All equipment, described herein or otherwise , leased to or financed for the Debtor by Secured Party under that certain Lease Agreement No. 8446924-003 including all accessories, accessions, replacements, additions, substitutions, add-ons and upgrades thereto, and any proceeds therefrom.
02861858/ 8-16-10		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G41154, G48874); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.

FILE NO./
FILE DATE		SECURED PARTY		PROPERTY DESCRIPTION COMMENTS
02991572/ 8-26-10		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G52623); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
03428210/ 10-01-10		IBM Credit LLC		All of the following equipment together with all related software, whether now owned or hereafter acquired and wherever located (all as more fully described on IBM Credit LLC Supplement G57711, G57712, G57715, G57717, G57718, G57735, G57739, G57759, G57761, G57762, G57763); All additions, attachments, accessories, accessions and upgrades thereto and any and all substitutions, replacements or exchanges for any such item of equipment of software and any and all proceeds of any of the foregoing, including, without limitations, payments under insurance or any indemnity or warranty relating to loss of damage to such equipment and software.
03521956/ 10-08-10		Dell Financial Services L.L.C.		All computer equipment, peripherals, and other equipment wherever located, financed under and described in the Master Lease Agreement (“MLA”) between Debtor and Secured Party and all of Debtor’s right, title and interest in and to use any software and services financed under the MLA, along with any modifications or supplements to the MLA which are incorporated or evidenced in writing and all substitutions, additions, accessions and replacements to the equipment or software now or hereafter installed in, affixed to, or used in conjunction with the equipment or software and the proceeds thereof, together with all payments, insurance proceeds, credits or refunds obtained by Debtor from a manufacturer, licensor or service provider, or other proceeds and payments due and to become due and arising from or relating to such equipment , software of the MLA.

Schedule 6.04

Existing Investments

1.

Investments relating to Tenants-In-Common Management Agreement, dated on or about October 3, 1980, by and among Mid-Western Aircraft Systems, Inc., the Boeing Company and the other tenants party thereto, as the same has been amended, restated or otherwise modified from time to time.

2.

The Loan Receivable.

3.

Guaranty by Borrower of certain indebtedness of Spirit AeroSystems France SARL owed to Nationcredibail in the original principal amount of 10,000,000 Euro.

4.

Equity Investments existing on the Amendment No. 3 Effective Date as set forth on the Current Legal Structure Chart (attached hereto as “Appendix “A”).

5.

Guaranty by Borrower of certain grants in an aggregate amount of £1,979,000 to Spirit AeroSystems (Europe) Limited by The Scottish Ministers.

6.

Guaranty by Borrower of up to $6,250,000 of payment obligations (plus interest, fees and expenses, if applicable) associated with operating leases of computer equipment provided by the CIT Group (UK) Limited (or its affiliates) to Spirit AeroSystems France SARL and Spirit AeroSystems (Europe) Limited.

7.

Advances by Borrower to Spirit AeroSystems (Europe) Limited in an amount equal to approximately $31.4 million.

APPENDIX “A”

Exhibit 1.01(d)

The Bank of Nova Scotia Letters of Credit

Letter of Credit

Letter of Credit

Outstanding

Issuer

No.

Amount

Issue Date

Maturity

Beneficiary

Amendment

The Bank of

Oklahoma Dept of

Nova Scotia

91210/80085

$

279,000.00

6/16/2005

6/16/2011

Environmental Quality

Increased by

The Bank of

National Union Fire

USD1,995,000.00

Nova Scotia

92175/80085

$

18,655,000.00

1/24/2007

1/30/2011

Insurance Co

on Jan 30, 2010

EXHIBIT A

 

 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of November 27, 2006

(as further amended and restated as of October 15, 2010)

Amending and Restating the

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 20, 2005

Which Amended and Restated the

CREDIT AGREEMENT

Dated as of June 16, 2005

among

SPIRIT AEROSYSTEMS, INC.,
as Borrower,

SPIRIT AEROSYSTEMS HOLDINGS, INC.,
as Parent Guarantor,

THE LENDERS REFERRED TO HEREIN,
and
BANK OF AMERICA, N.A.
as Administrative Agent and Collateral Agent,
and

BBVA COMPASS,
as Documentation Agent

BANK OF AMERICA SECURITIES LLC,
CITICORP GLOBAL MARKETS, INC.,
RBS SECURITIES INC,
RBC CAPITAL MARKETS,
and
THE BANK OF NOVA SCOTIA,
as Joint Lead Arrangers and Joint Bookrunners

 

 

TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS					1
SECTION 1.01.		Defined Terms			1
SECTION 1.02.		Classification of Loans and Borrowings			38
SECTION 1.03.		Terms Generally			39
SECTION 1.04.		Letter of Credit Amounts			39
ARTICLE II THE CREDITS					39
SECTION 2.01.		Credit Commitments			39
SECTION 2.02.		Procedure for Borrowing			40
SECTION 2.03.		Conversion and Continuation Options for Loans			41
SECTION 2.04.		Swingline Loans			42
SECTION 2.05.		Optional and Mandatory Prepayments of Loans; Repayments of Loans			43
SECTION 2.06.		Letters of Credit			47
SECTION 2.07.		Repayment of Loans; Evidence of Debt			51
SECTION 2.08.		Interest Rates and Payment Dates			52
SECTION 2.09.		Computation of Interest			53
SECTION 2.10.		Fees			53
SECTION 2.11.		Termination, Reduction or Adjustment of Commitments			54
SECTION 2.12.		Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate			54
SECTION 2.13.		Pro Rata Treatment and Payments			55
SECTION 2.14.		Illegality			56
SECTION 2.15.		Requirements of Law			56
SECTION 2.16.		Taxes			57
SECTION 2.17.		Indemnity			60
SECTION 2.18.		Change of Lending Office			61
SECTION 2.19.		Sharing of Setoffs			61
SECTION 2.20.		Assignment of Commitments Under Certain Circumstances			61
SECTION 2.21.		Increase in Commitments			62
ARTICLE III REPRESENTATIONS AND WARRANTIES					65
SECTION 3.01.		Organization, etc			65
SECTION 3.02.		Due Authorization, Non-Contravention, etc			65
SECTION 3.03.		Government Approval, Regulation, etc			65
SECTION 3.04.		Validity, etc			66
SECTION 3.05.		Boeing Agreements; IRB Agreements			66
SECTION 3.06.		Financial Information			66
SECTION 3.07.		No Material Adverse Effect			66
SECTION 3.08.		Litigation			66
SECTION 3.09.		Compliance with Laws and Agreements			66
SECTION 3.10.		Subsidiaries			67
SECTION 3.11.		Ownership of Properties			67
SECTION 3.12.		Taxes			67
SECTION 3.13.		Pension and Welfare Plans			68
SECTION 3.14.		Environmental Warranties			68
SECTION 3.15.		Regulations T, U and X			70
SECTION 3.16.		Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projected Financial Statements			70

				Page
SECTION 3.17.		Insurance			70
SECTION 3.18.		Labor Matters			71
SECTION 3.19.		Solvency			71
SECTION 3.20.		Securities			71
SECTION 3.21.		Indebtedness Outstanding			71
SECTION 3.22.		Security Documents			71
SECTION 3.23.		Anti-Terrorism Laws			72
SECTION 3.24.		Subordination			73
SECTION 3.25.		IRB Agreements			73
ARTICLE IV CONDITIONS					74
SECTION 4.01.		Original Effective Date			74
SECTION 4.02.		Amendment Effective Date			74
SECTION 4.03.		Conditions to Each Credit Event			75
ARTICLE V AFFIRMATIVE COVENANTS OF THE LOAN PARTIES					75
SECTION 5.01.		Financial Information, Reports, Notices, etc			75
SECTION 5.02.		Compliance with Laws, etc			78
SECTION 5.03.		Maintenance of Properties			78
SECTION 5.04.		Insurance			78
SECTION 5.05.		Books and Records; Visitation Rights; Maintenance of Ratings			79
SECTION 5.06.		Environmental Covenant			79
SECTION 5.07.		Information Regarding Collateral			80
SECTION 5.08.		Existence; Conduct of Business			81
SECTION 5.09.		Performance of Obligations			81
SECTION 5.10.		Casualty and Condemnation			81
SECTION 5.11.		Pledge of Additional Collateral			81
SECTION 5.12.		Further Assurances			82
SECTION 5.13.		Use of Proceeds			82
SECTION 5.14.		Payment of Taxes			82
SECTION 5.15.		Interest Rate Protection			82
SECTION 5.16.		Guarantees			83
SECTION 5.17.		IRB Agreements			83
ARTICLE VI NEGATIVE COVENANTS OF THE LOAN PARTIES					83
SECTION 6.01.		Indebtedness; Certain Equity Securities			83
SECTION 6.02.		Liens			85
SECTION 6.03.		Fundamental Changes; Line of Business			88
SECTION 6.04.		Investments, Loans, Advances, Guarantees and Acquisitions			89
SECTION 6.05.		Asset Sales			90
SECTION 6.06.		Sale and Leaseback Transactions			92
SECTION 6.07.		Restricted Payments			92
SECTION 6.08.		Transactions with Affiliates			93
SECTION 6.09.		Restrictive Agreements			94
SECTION 6.10.		Amendments or Waivers of Certain Documents; Prepayments of Certain Indebtedness			95
SECTION 6.11.		No Other “Senior Debt”			96
SECTION 6.12.		[Reserved]			96
SECTION 6.13		Financial Covenants			96
SECTION 6.14.		[Reserved]			96
SECTION 6.15.		Limitation on Activities of Parent Guarantor			96
SECTION 6.16.		IRB Agreements			96
SECTION 6.17.		Fiscal Year			96
SECTION 6.18.		Anti-Terrorism Law			97

				Page
SECTION 6.19.		Embargoed Person			97
SECTION 6.20.		Anti-Money Laundering			97
ARTICLE VII EVENTS OF DEFAULT					97
SECTION 7.01.		Listing of Events of Default			97
SECTION 7.02.		[Reserved]			101
SECTION 7.03.		Action if Bankruptcy			101
SECTION 7.04.		Action if Other Event of Default			101
SECTION 7.05.		Action if Event of Termination			101
SECTION 7.06.		Application of Proceeds			101
SECTION 7.07.		Certain Cure Rights			102
ARTICLE VIII THE AGENTS					103
SECTION 8.01.		The Agents			103
ARTICLE IX [RESERVED]					106
ARTICLE X MISCELLANEOUS					106
SECTION 10.01.		Notices			106
SECTION 10.02.		Survival of Agreement			107
SECTION 10.03.		Binding Effect			107
SECTION 10.04.		Successors and Assigns			107
SECTION 10.05.		Expenses; Indemnity			111
SECTION 10.06.		Right of Setoff			112
SECTION 10.07.		Applicable Law			112
SECTION 10.08.		Waivers; Amendment			112
SECTION 10.09.		Interest Rate Limitation			116
SECTION 10.10.		Entire Agreement			116
SECTION 10.11.		WAIVER OF JURY TRIAL			116
SECTION 10.12.		Severability			116
SECTION 10.13.		Counterparts			117
SECTION 10.14.		Headings			117
SECTION 10.15.		Jurisdiction; Consent to Service of Process			117
SECTION 10.16.		Confidentiality			117
SECTION 10.17.		Website Communications			118
SECTION 10.18.		USA PATRIOT Act Notice			119
SECTION 10.19.		No Advisory or Fiduciary Responsibility			119

EXHIBITS

EXHIBIT A		Form of Administrative Questionnaire
EXHIBIT B		Form of Borrowing Request
EXHIBIT C		Form of Assignment and Acceptance
EXHIBIT D		Form of Add-On Term Loan Joinder Agreement
EXHIBIT E		Form of Compliance Certificate
EXHIBIT F		[Reserved]
EXHIBIT G-1		Form of Term B-1 Note
EXHIBIT G-2		Form of Revolving Note
EXHIBIT G-3		Form of Term B-2 Note
EXHIBIT G-4		Form of Add-On Term Note
EXHIBIT H		Form of Closing Certificate
EXHIBIT I		Form of Guarantee Agreement

EXHIBIT J		Form of Pledge Agreement
EXHIBIT K		Form of Security Agreement
EXHIBIT L-1		Form of Opinion of Kaye Scholer LLP
EXHIBIT L-2		[Reserved]
EXHIBIT L-3		Form of Opinion of Local Counsel
EXHIBIT M		Form of Solvency Certificate
EXHIBIT N		Form of Mortgage
EXHIBIT P		Form of Section 2.16 Certificate
EXHIBIT R		[Reserved]
EXHIBIT S		[Reserved]
EXHIBIT T		[Reserved]
EXHIBIT U		Form of Restatement Closing Certificate

SCHEDULES

SCHEDULE 1.01(a)		Boeing Agreements
SCHEDULE 1.01(b)		Kansas Bonds Term Sheet
SCHEDULE 1.01(d)		Permitted Holders
SCHEDULE 1.01(e)		The Bank of Nova Scotia Letters of Credit
SCHEDULE 2.01		Lenders and Commitments
SCHEDULE 3.08		Litigation
SCHEDULE 3.10		Subsidiaries
SCHEDULE 3.11(b)		Leased and Owned Real Property
SCHEDULE 3.11(f)		Mortgaged Property Disposals
SCHEDULE 3.13		ERISA Events
SCHEDULE 3.14(a)		Facilities/Properties Not in Compliance with Environmental Laws
SCHEDULE 3.14(b)		Environmental Claims
SCHEDULE 3.14(c)		Hazardous Materials
SCHEDULE 3.17		Insurance
SCHEDULE 3.21		Indebtedness to Remain Outstanding
SCHEDULE 3.22(d)		Mortgage Filing Offices
SCHEDULE 4.01(e)		Local Counsel
SCHEDULE 4.01(u)(A)		Mortgaged Properties
SCHEDULE 4.01(u)(C)		Title Insurance Amounts
SCHEDULE 6.02(v)		Existing Liens
SCHEDULE 6.05(xii)		Real Property Interest Sales
SCHEDULE 6.04		Existing Investments
SCHEDULE 6.09		Existing Restrictions

          SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amended and Restated Credit Agreement”) dated as of November 27, 2006 (and as further amended and restated as of October 15, 2010), among SPIRIT AEROSYSTEMS, INC., a Delaware corporation (the “Borrower”); SPIRIT AEROSYSTEMS HOLDINGS, INC., a Delaware corporation (the “Parent Guarantor”); the financial institutions from time to time party hereto (the “Lenders”); and BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”).

          WHEREAS, this Second Amended and Restated Credit Agreement amended and restated that certain Credit Agreement dated as of June 16, 2005 (as amended by that certain Amended and Restated Credit Agreement dated as of July 20, 2005, that certain Amendment No. 1 to the Amended and Restated Credit Agreement dated as of December 11, 2005, and that certain Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of March 31, 2006, the “Original Credit Agreement”) among the Borrower, Onex Wind Finance LP, a Delaware limited partnership, the Parent Guarantor, the lenders party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, the arrangers and other agents party thereto.

          WHEREAS, all obligations of the Borrower and the Parent Guarantor under the Original Credit Agreement shall continue to exist under and be evidenced by this Second Amended and Restated Credit Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Original Credit Agreement and the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations; it being understood that it is the intent of the parties hereto that this Second Amended and Restated Credit Agreement does not constitute a novation of rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Original Credit Agreement or evidence payment of all or any of such obligations and liabilities and such rights, obligation and liabilities shall continue and remain outstanding, and that this Second Amended and Restated Credit Agreement amends and restates in its entirety the Original Credit Agreement.

          In consideration of the promises and the agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

          “ABR Borrowing” means a Borrowing comprised of ABR Loans.

          “ABR Loan” means any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

          “Acquired Business” means the assets of the Wichita Division of Boeing Commercial Airplanes being acquired under the Acquisition Agreement.

          “Acquisition Agreement” means the asset purchase agreement dated as of February 22, 2005 by and among the Seller and Mid-Western Aircraft Systems, Inc.

          “Acquisition Consideration” means the purchase consideration for any Permitted Acquisition and all other payments by the Parent Guarantor or any of its Subsidiaries in exchange for, or as part of, or in connection with any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of assets or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes the Borrower’s reasonable estimate of any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by the Parent Guarantor or any of its Subsidiaries.

          “Acquisition Documents” means the Acquisition Agreement, each document attached as an exhibit to the Acquisition Agreement and each document attached as an exhibit to each document attached as an exhibit to the Acquisition Agreement.

          “Act” has the meaning assigned to such term in Section 10.18.

          “Additional Collateral” has the meaning assigned to such term in Section 5.11.

          “Add-On Term Loan Lender” means each of the Persons identified as an “Add-On Term Loan Lender” in the Add-On Term Loan Lender Joinder Agreement, together with their respective successors and assigns.

          “Add-On Term Loan Lender Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit D, executed and delivered in accordance with the provisions of Section 2.21(a)(ii).

          “Add-On Term Loan” shall have the meaning provided in Section 2.01(a).

          “Add-On Term Loan Commitment” means, as to each Add-On Term Loan Lender, the commitment of such Add-On Term Loan Lender to make the Add-On Term Loan hereunder pursuant to the Add-On Term Loan Lender Joinder Agreement.

          “Add-On Term Loan Effective Date” shall have the meaning provided in Section 2.21(a)(ii).

          “Add-On Term Loan Maturity Date” shall be as set forth in the Add-On Term Loan Lender Joinder Agreement.

          “Adjusted Capital Expenditures” means Capital Expenditures, less Boeing Funded Capital Expenditures.

          “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

          “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed in accordance with Section 8.01.

          “Administrative Questionnaire” means an Administrative Questionnaire in the form of Exhibit A.

          “Affiliate” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Plan). A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power to:

     (a) vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners of such Person; or

     (b) direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

          “Agent Fees” has the meaning assigned to such term in Section 2.10(c).

          “Agents” means the Administrative Agent and the Collateral Agent.

          “Aggregate Revolving Credit Exposure” means the aggregate amount of the Revolving Lenders’ Revolving Credit Exposures.

          “Agreement” means the Original Credit Agreement as amended and restated in its entirety by this Second Amended and Restated Credit Agreement.

          “Alternate Base Rate” means for any day, a rate per annum equal to the highest of (a) the Administrative Agent’s Base Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%, and (c) the Daily Floating LIBO Rate in effect on such day plus 1.0%. Any change in the Alternate Base Rate due to a change in the Base Rate, the Federal Funds Rate or the Daily Floating LIBO Rate shall be effective as of the opening of business on the effective day of such change in the Base Rate, the Federal Funds Rate or the Daily Floating LIBO Rate, respectively.

          “Amendment Agreement” shall have the meaning provided in the preamble hereto.

          “Amendment Effective Date” means November 27, 2006.

          “Amendment No. 3” means that certain Amendment No. 3 to this Agreement dated as of the Amendment No. 3 Effective Date.

          “Amendment No. 3 Effective Date” means October __, 2010.

          “Amendment Transactions” means the entering into of this Second Amended and Restated Credit Agreement, the consummation of the initial public offering of the Parent Guarantor and the termination of the Seller Loan Documents (as defined in the Original Credit Agreement).

          “Anti-Terrorism Laws” shall have the meaning assigned thereto in Section 3.23.

     “Applicable Rate” means, for any day, (a) with respect to any Add-On Term Loan, the percentage(s) per annum set forth in the Add-On Term Loan Lender Joinder Agreement, (b) with respect to any Term B-1 Loan or any Term B-2 Loan, the applicable percentage set forth in the table below under the appropriate column:

		Eurodollar Spread				ABR Spread
Term B-1 Loans			1.75	%			0.75	%
Term B-2 Loans			3.25	%			2.25	%

and (c) with respect to Revolving Loans, the Applicable Rate shall mean the applicable percentage set forth in the table below under the appropriate caption:

Total Leverage Ratio						Eurodollar Spread				ABR Spread
Level I			³ 2.5:1				4.00	%			3.00	%
Level II		<2.5:1 but ³ 1.75:1					3.50	%			2.50	%
Level III			<1.75:1				3.00	%			2.00	%

For purposes of such calculation of the Applicable Rate with respect to Revolving Loans, the Total Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower’s fiscal year based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b). If at any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 5.01(a) or (b), the Applicable Rate shall be the highest rate set forth in the table above until such time as the Borrower has provided the information required under Section 5.01(a) or (b). Within one (1) Business Day of receipt of the applicable information as and when required under Section 5.01(a) or (b), the Administrative Agent shall give each Lender telefacsimile or telephonic notice (promptly confirmed in writing) of the Applicable Rate in effect from such date.

          “Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

          “Arrangers” has the meaning assigned to such term in Section 10.19.

          “Asset Sale” means any direct or indirect sale, transfer, lease, conveyance or other disposition by the Parent Guarantor or any of its Subsidiaries of any of its property or assets, including any sale or issuance of any Equity Interests of any Subsidiary, except (a) transactions permitted by Section 6.05 (other than Section 6.05(xii) or (xiii)), and (b) any such transaction or series of transactions which, if an Asset Sale, would not generate Net Proceeds in excess of $5.0 million (or, when taken together with all other such transactions, in excess of $10.0 million in any twelve-month period).

          “Assignment Agreement” means the Assignment Agreement, dated as of the Original Effective Date, between the Seller and the Boeing Trust.

          “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in the form of Exhibit C or such other form as shall be approved by the Administrative Agent.

          “Authorized Officer” means, with respect to the Borrower, those of its officers whose signature and incumbency has been certified to the Administrative Agent and the Lenders by the Secretary of the Borrower in a certificate dated the Original Effective Date or any successor thereto.

          “Available Revolving Credit Commitment” means as to any Revolving Lender, at any time of determination, an amount equal to such Revolving Lender’s Revolving Credit Commitment at such time minus such Revolving Lender’s Revolving Credit Exposure at such time.

          “Bank of America” means Bank of America, N.A.

          “BAS” means Banc of America Securities LLC.

          “Base Rate” means the rate of interest per annum in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate.” The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

          “BBA LIBOR” has the meaning set forth in the definition of LIBO Rate in Section 1.01.

          “Board” means the Board of Governors of the Federal Reserve System of the United States.

          “Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

          “Boeing Agreements” means the Original Boeing Agreements and the General Terms Agreement between Seller and Borrower dated June 16, 2005 and the Special Business Provisions Agreement between Seller and Borrower dated June 16, 2005.

          “Boeing Funded Capital Expenditures” means Capital Expenditures made by the Borrower or any of its Subsidiaries which are required to be reimbursed by Seller through the sale of the acquired assets to Seller pursuant to Section 5.2.1 of the SBP.

          “Boeing Funded Capital Expenditures Shortfall Event” means the occurrence of Seller having failed to reimburse the Loan Parties for the full amount of Boeing Funded Capital Expenditures made during a given Fiscal Quarter required to have been made by Seller pursuant to Section 5.2.1 of the SBP and such failure shall have remained unremedied by the 30^th day after the end of such Fiscal Quarter. The aggregate amount of such Boeing Funded Capital Expenditures expensed but not reimbursed as required by the SBP shall be referred to as the “Boeing Shortfall Amount.” A Boeing Funded Capital Expenditures Shortfall Event shall be deemed to continue until the Boeing Shortfall Amount has been reimbursed in full in accordance with the SBP.

          “Boeing IRB Documents” means collectively the Indentures governing the Bonds identified on Schedule I of the Buyer Sublease and the Lease Agreements and Guaranty Agreements identified on Schedule II of the Buyer Sublease.

          “Boeing Shortfall Amount” shall have the meaning assigned to such term in the definition of “Boeing Funded Capital Expenditures Shortfall Event.”

          “Boeing Trust” has the meaning set forth in Section 3.25.

          “Boeing Trust Agreement” means the Amended and Restated Boeing IRB Asset Trust Agreement, dated as of the Original Effective Date, among Seller, as Administrative Agent, Wilmington Trust, as Delaware Trustee, Wilmington Trust SP Services, Inc., as Independent Agent, and TBC Trust, as Special Agent.

          “Borrower” has the meaning ascribed to such term in the preamble to this Agreement.

          “Borrowing” means a Loan or group of Loans to the Borrower of the same Class and Type made (including through a conversion or continuation) by the applicable Lenders on a single date and as to which a single Interest Period is in effect.

          “Borrowing Date” means any Business Day specified in a notice pursuant to Section 2.02 as a date on which the Borrower requests Loans to be made hereunder.

          “Borrowing Request” has the meaning assigned to such term in Section 2.02(a).

          “Business Day” means (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

          “Buyer Sublease” means the Sublease Agreement, dated as of the Original Effective Date, between the Boeing Trust, the Seller and the Borrower.

          “Capital Expenditures” means, for any period, (a) any and all expenditures made by the Borrower or any of its Subsidiaries in such period for assets added to or reflected in its property, plant and equipment accounts or other similar capital asset accounts or comparable items or any other capital expenditures that are, or should be, set forth as “additions to plant, property and equipment” on the financial statement prepared in accordance with GAAP, whether such asset is purchased for cash or financed as an account payable or by the incurrence of Indebtedness, accrued as a liability or otherwise and (b) all Capital Lease Obligations of the Borrower and its Subsidiaries; provided that Capital Expenditures shall not include (v) capitalized interest to the extent included in Consolidated Interest Expense for such period, (w) expenditures under clause (a) to the extent financed with (i) the proceeds of an Excluded Equity Issuance and (ii) the proceeds of an Asset Sale, Destruction or Taking or insurance or condemnation recoveries related thereto to the extent permitted to be reinvested pursuant to Section 2.05(c)(i) or 2.05(c)(ii), (x) 787 Expenditures which have been capitalized and are identified as “Excluded 787 Capital Expenditures” in a certificate of the chief financial officer of the Borrower delivered to the Administrative Agent together with the delivery of financial statements under Section 5.01(a) or 5.01(b), which certificate sets out such 787 Expenditures in reasonable detail (including a break-out of the amount of 787 Expenditures which are treated as Excluded 787 Capital Expenditures) and certifies that such costs and expenses qualify as 787 Expenditures pursuant to the definition thereof (it being understood that such Excluded 787 Capital Expenditures shall not be added to Consolidated EBITDA pursuant to clause (j) of the definition of “Consolidated EBITDA”), (y)

expenditures for Permitted Acquisitions or (z) other capital expenditures (other than Boeing Funded Capital Expenditures) made by the Borrower or any of its Subsidiaries which are reimbursed by Seller or any other Person or in which the assets acquired pursuant to such capital expenditures are sold to Seller or any other Person, to the extent the terms of such capital expenditures and the reimbursement provisions or sale provisions, as applicable, with respect thereto are approved by the Requisite Lenders after the Original Effective Date.

          “Capital Lease Obligations” means all monetary or financial obligations of the Borrower and its Subsidiaries under any leasing or similar arrangement conveying the right to use real or personal property, or a combination thereof, which, in accordance with GAAP, would or should be classified and accounted for as capital leases, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date on which such lease may be terminated by the lessee without payment of a penalty.

          “Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, including imputed interest expense for Capital Lease Obligations and excluding any interest expense not payable in cash (such as, for example, amortization of discount, amortization of debt issuance costs and interest payable-in-kind).

          “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

          “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System List.

          “CGMI” has the meaning assigned to such term in the preamble hereto.

          “Change in Control” means

     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock of the Parent Guarantor representing greater than (x) 35% of the voting power of the outstanding Voting Stock of the Parent Guarantor and (y) the voting power represented by the Voting Stock of the Parent Guarantor beneficially owned, directly or indirectly, by the Permitted Holders (collectively),

     (b) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Parent Guarantor (together with any new directors who were nominated for election by a Permitted Holder or whose election to such board of directors or whose nomination for election was approved by a vote of a majority of the directors of the Parent Guarantor then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the board of directors of the Parent Guarantor; provided that a Change in Control under this clause (c) shall not be deemed to have occurred if and for so long as the Permitted Holders have the power to elect a majority of the board of directors of the Parent Guarantor, or

     (c) at any time, the Parent Guarantor ceases to own 100% of the Equity Interests of the Borrower.

          “Charges” has the meaning assigned to such term in Section 10.09.

          “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term B-1 Loan, Term B-2 Loan, Add On Term Loan or Swingline Loans, and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, Term B-1 Commitment or Add On Term Loan Commitment and when used in reference to any Lender, refers to whether such Lender is a Revolving Lender, a Term B-1 Lender, a Term B-2 Lender or an Add-On Term Loan Lender. For avoidance of doubt, it is understood and agreed that the Non-Extending Revolving Lenders and the Extending Revolving Lenders are Revolving Lenders and therefore are part of the same Class.

          “Closing Certificate” means a certificate substantially in the form of Exhibit H.

          “Co-Arrangers” has the meaning assigned to such term in the preamble hereto.

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

          “Collateral” means any and all “Collateral,” “Mortgaged Property” or “Trust Property,” as defined in any applicable Security Document, and all other property of whatever kind and nature pledged as collateral under any Security Document.

          “Collateral Account” means the collateral account or sub-account established and maintained by the Collateral Agent in its name as Collateral Agent for the benefit of the Secured Parties, in accordance with the provisions of the Security Agreement.

          “Collateral Agent” means Bank of America in its capacity as collateral agent under any of the Loan Documents or any successor collateral agent appointed in accordance with Section 8.01.

          “Commitment” means, with respect to any Lender, such Lender’s Revolving Credit Commitment, Term B-1 Commitment or Add-On Term Loan Commitment or any combination thereof (as the context requires), and any Commitment to make Revolving Loans extended by such Lender as provided in Section 2.21.

          “Commitment Fee” has the meaning assigned to such term in Section 2.10(a).

          “Commitment Fee Average Daily Amount” has the meaning assigned to such term in Section 2.10(a).

          “Commitment Fee Percentage” means 0.75% per annum.

          “Commitment Fee Termination Date” has the meaning assigned to such term in Section 2.10(a).

          “Commitment Percentage” means the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Commitment Percentage shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments.

          “Communications” has the meaning assigned to such term in Section 10.17(a).

          “Compliance Certificate” has the meaning assigned to such term in Section 5.01(b) and shall be substantially in the form of Exhibit E to this Agreement.

          “Consolidated Amortization Expense” means, for any period, the amortization expense of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus, to the extent not already included in such amortization expense, (i) non-cash expense recorded as contra-revenue as a result of the right to use by the Borrower and its Subsidiaries of tooling owned by Seller and (ii) the amortization of certain intangibles that are recorded as contra-revenues, in each case determined on a consolidated basis in accordance with GAAP.

          “Consolidated Credit Facility Indebtedness” means, at a particular date, the aggregate principal amount of Indebtedness then outstanding under this Agreement, including all accrued and unpaid interest on the Loans and any other fees due hereunder, plus, to the extent not otherwise included therein, the aggregate LC Exposure of all Revolving Lenders; provided, however, that upon the occurrence and during the continuation of a 787 Discontinuance, Consolidated Credit Facility Indebtedness shall be increased by an amount equal to the aggregate amount of advance payments made by Seller for shipsets no longer to be delivered by the Borrower as a result of the 787 Discontinuance (but only if such amount is not otherwise included in the calculation of Consolidated Credit Facility Indebtedness), less the amount of advance payments repaid to Seller after the occurrence of such 787 Discontinuance when due and paid in accordance with the terms of the 787 Agreement. Notwithstanding the foregoing, in no event will obligations or liabilities in respect of any Equity Interests constitute Consolidated Credit Facility Indebtedness.

          “Consolidated Depreciation Expense” means, for any period, the depreciation expense of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

          “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of the Borrower only if a corresponding amount would not be prohibited at the date of determination to be distributed to the Borrower by such Subsidiary), pursuant to the terms of its Organizational Documents and all agreements, instruments and Requirements of Law applicable to such Subsidiary or its equityholders):

     (a) Consolidated Interest Expense for such period,

     (b) Consolidated Amortization Expense for such period,

     (c) Consolidated Depreciation Expense for such period,

     (d) Consolidated Tax Expense for such period,

     (e) the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period unless such non-cash charge results from Hedging Agreements of the type described in Section 6.01(a)(viii) or such non-cash charge results from non-cash employee compensation expenses and/or management payments) for such period,

     (f) 787 Expenditures which are expensed (which for the avoidance of doubt, does not include Excluded 787 Capital Expenditures) (provided that, together with the delivery of financial statements under Section 5.01(a) or 5.01(b), the Borrower provides the Administrative Agent with a certificate of the chief financial officer of the Borrower setting out such 787 Expenditures in reasonable detail (including a break-out of the amount of 787 Expenditures which have been added to Consolidated EBITDA) and certifying that such costs and expenses qualify as 787 Expenditures pursuant to the definition thereof), and

     (g) for purposes of determining compliance with the Financial Covenants in Section 6.13 only, the Cure Amount, if any, received by the Borrower for such period and permitted to be included in Consolidated EBITDA pursuant to Section 7.07 and applied to repay Loans in accordance with Section 2.05(a) within two Business Days of the issuance of the Permitted Cure Securities with respect thereto,

(y) subtracting therefrom the aggregate amount of all non-cash items increasing Consolidated Net Income (other than (A) the accrual of revenue, reversal of deferred revenues or advance payments or recording of receivables in the ordinary course of business and (B) the reversal of an accrual of a reserve referred to in the parenthetical to clause (g) of this definition) for such period.

          Other than for purposes of calculating Excess Cash Flow, Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisition, the U.K Acquisition and asset dispositions (other than any asset dispositions in the ordinary course of business) consummated at any time on or after the first day of the Test Period thereof as if each such Permitted Acquisition had been effected on the first day of such period and as if each such asset sale or disposition had been consummated on the day prior to the first day of such period.

          “Consolidated Indebtedness” means, at a particular date, the aggregate amount of all indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP at such date; provided, however, that for purposes of the Financial Covenants only, upon the occurrence and during the continuation of a 787 Discontinuance, Consolidated Indebtedness shall be increased by an amount equal to the aggregate amount of advance payments made by Seller for shipsets no longer to be delivered by the Borrower as a result of the 787 Discontinuance (but only if such amount is not otherwise included in the calculation of Consolidated Indebtedness), less the amount of advance payments repaid to Seller after the occurrence of such 787 Discontinuance when due and paid in accordance with the terms of the 787 Agreement. Notwithstanding the foregoing, in no event will obligations or liabilities in respect of any Equity Interests constitute Consolidated Indebtedness.

          “Consolidated Interest Expense” means, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, the sum of

     (a) gross interest expense for such period, including (i) the amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Hedging Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense (but excluding the amortization of debt issuance costs in connection with the Transactions) and (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense, and

     (b) capitalized interest.

          Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test

Period in connection with any Permitted Acquisitions and asset dispositions (other than any asset dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.

          “Consolidated Net Income” means, for any period, the net income or loss of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom without duplication.

     (i) the income or loss of any Person (other than consolidated Subsidiaries of the Borrower) in which any other Person (other than the Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries by such Person during such period,

     (ii) the cumulative effect of a change in accounting principles during such period,

     (iii) any net after-tax income (loss) from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations,

     (iv) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries,

     (v) the income of any consolidated Subsidiary to the extent that declaration of payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary; and

     (vi) any (x) extraordinary gain (or extraordinary loss) realized during such period by the Borrower or any of its Subsidiaries or (y) gain (or loss) realized during such period by the Borrower or any of its Subsidiaries upon an asset disposition (other than asset dispositions in the ordinary course of business), in each case, together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by the Borrower or any of its Subsidiaries during such period.

          “Consolidated Tax Expense” means, for any period, the tax expense of the Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

          “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” have meanings correlative thereto.

          “Covenant Leverage Ratio” means, at any date, the ratio of (a) Consolidated Credit Facility Indebtedness as of such date to (b) Consolidated EBITDA for the Test Period most recently ended.

          “Co-Documentation Agents” has the meaning assigned to such term in the preamble of this Agreement.

          “Co-Syndication Agents” has the meaning assigned to such term in the preamble of this Agreement.

          “Credit Event” has the meaning assigned to such term in Section 4.02.

          “Cure Amount” has the meaning assigned to such term in Section 7.07.

          “Cure Right” has the meaning assigned to such term in Section 7.07.

          “Daily Floating LIBO Rate” means, for any day, the interest rate per annum equal to (a) BBA LIBOR, at approximately 11:00 a.m., London time two Business Days prior to the date of determination (provided that if such day is not a business day in London, the next preceding business day in London) for Dollar deposits being delivered in the London interbank market for a term of one month commencing on the date of determination or (b) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made, continued or converted by the Administrative Agent and with a term equal to one month would be offered by the Administrative Agent’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

          “Debt Incurrence” has the meaning assigned to such term in Section 2.05(c)(iii).

          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

          “Default” means any Event of Default, any Event of Termination and any event or condition which upon notice, lapse of time or both would constitute an Event of Default or Event of Termination.

          “Defaulting Lender” means any Lender, as reasonably determined by the Administrative Agent, that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within three (3) Business Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, unless the subject of a good faith dispute, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations, unless the subject of a good faith dispute or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any direct or indirect parent company thereof, or the exercise or control over such lender or any direct or indirect parent thereof, by a Governmental Authority.

          “Destruction” means any and all damage to, or loss or destruction of, all or any portion of the Property of the Parent Guarantor, the Borrower or any of its Subsidiaries.

          “Discharge of Obligations” means the occurrence of all of the following: (i) termination of all commitments to extend credit that would constitute Obligations, (ii) payment in full in cash of all Obligations (other than contingent indemnification obligations not then claimed or due) and (iii) termination, cancellation or cash collateralization of all outstanding Letters of Credit hereunder constituting Obligations.

          “Disqualified Capital Stock” means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is six months following the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the date that is six months following the Final Maturity Date, or (c) contains any repurchase obligation (other than repurchase obligations with respect to the Parent Guarantor’s common Equity Interests issued to employees, officers and directors of the Parent Guarantor and its Subsidiaries upon death, disability, retirement, severance or termination of employment or service) which may come into effect prior to payment in full of all Obligations (other than contingent indemnification obligations under the Loan Documents that are not then due or claimed); provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of change in control or an asset sale occurring prior to the date that is six months following the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations (other than contingent indemnification obligations under the Loan Documents that are not then due or claimed).

          “Dollars” or “$” means lawful money of the United States of America.

          “Eligible Assignee” shall mean (a) if the assignment does not include assignment of a Revolving Credit Commitment, (i) any Lender, (ii) an Affiliate of any Lender, (iii) an Approved Fund and (iv) any other person approved by the Administrative Agent and the Borrower (each such approval not to be unreasonably withheld or delayed) and (b) if the assignment includes assignment of a Revolving Credit Commitment, (i) any Revolving Lender, (ii) an Affiliate of any Revolving Lender and (iii) an Approved Fund of a Revolving Lender, in each case approved by the Issuing Bank (such approval not to be unreasonably withheld or delayed) and (iv) any other Person approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and the Borrower (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of the Borrower shall be required during the continuance of an Event of Default and (y) “Eligible Assignee” shall not include the Borrower or any of its Affiliates or Subsidiaries or any natural person or any Defaulting Lender or any of its Subsidiaries.

          “Embargoed Person” has the meaning assigned to such term in Section 6.19.

          “Environment” means ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, or as otherwise defined in any applicable Environmental Law.

          “Environmental Claim” means any notice of violation, claim, demand, order, directive, cost recovery action or other cause of action by, or on behalf of, any Governmental Authority or any other Person for damages, injunctive or equitable relief, personal injury (including sickness, disease or death),

Remedial Action costs, tangible or intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on the Environment caused by any Hazardous Material, or for fines, penalties or restrictions, resulting from or based upon: (a) the existence, or the continuation of the existence, of a Release (including sudden or non-sudden, accidental or non-accidental Releases); (b) exposure to any Hazardous Material; (c) the presence, use, handling, transportation, storage, treatment or disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental Law or Environmental Permit.

          “Environmental Laws” means all federal, state, local or foreign Requirements of Law, statutes, ordinances, regulations, rules, including common law rules, judgments, orders, notice requirements, court decisions, agency guidelines, restrictions and licenses, which (a) regulate or relate to pollution or the protection, including without limitation any Remedial Action, of the environment or human health (to the extent relating to exposure to Hazardous Materials), (b) the use, generation, distribution, treatment, storage, transportation, handling, disposal or release of Hazardous Materials, (c) the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources or (d) impose liability or provide for damages with respect to any of the foregoing, including the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), Resource Conservation & Recovery Act (42 U.S.C. § 6901 et seq.), Safe Drinking Water Act (21 U.S.C. § 349, 42 U.S.C. §§ 201, 300f), Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), Clean Air Act (42 U.S.C. § 7401 et seq.), and Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), or any other similar federal, state, local or foreign Requirement of Law of similar effect, each as amended.

          “Environmental Liability” means any liability, contingent or otherwise (including, but not limited to, any liability for damages, natural resource damage, costs of Remedial Action, administrative oversight costs, fines, penalties or indemnities), of the Parent Guarantor or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials or (d) the Release or threatened Release of any Hazardous Materials.

          “Environmental Permit” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

          “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

          “Equity Investors” means collectively, the Permitted Holders and officers, employees and directors of the Parent Guarantor or any of its Subsidiaries that own Equity Interests of the Parent Guarantor.

          “Equity Rights” means all securities convertible or exchangeable for Equity Interests and all warrants, options or other rights to purchase or subscribe for any Equity Interests, whether or not presently convertible, exchangeable or exercisable, but excluding debt securities convertible or exchangeable into any such equity.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Sections 414(b) or (c) of the Code, and for the purpose of Section 302 of ERISA and/or Section 412, 4971, 4977, 4980D, 4980E and/or each “applicable section” under Section 414(t)(2) of the Code, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

          “ERISA Event” means (a) any “reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Pension Plan (other than an event for which the 30-day notice period is waived by regulation); (b) the existence with respect to any Pension Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by any Loan Party or ERISA Affiliate of any liability under Title IV of ERISA with respect to any Pension Plan; (e) the receipt by any Loan Party or ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan, to appoint a trustee to administer any Pension Plan, or to take any other action with respect to a Pension Plan that could result in material liability to a Loan Party or a Subsidiary, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of or the appointment of a trustee to administer, any Pension Plan; (f) the incurrence by any Loan Party or ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (g) the receipt by a Loan Party or ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Pension Plan; (i) the making of any amendment to any Pension Plan which could result in the imposition of a lien or the posting of a bond or other security; or (j) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan Party or any of the Subsidiaries.

          “Eurodollar Borrowing” means a Borrowing comprised of Eurodollar Loans.

          “Eurodollar Loan” means any Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

          “Event of Default” has the meaning assigned thereto in Section 7.01.

          “Event of Termination” has the meaning assigned thereto in Section 7.01.

          “Excess Cash Flow” means, for any Excess Cash Flow Period, (i) Consolidated Net Income for such Excess Cash Flow Period, plus (ii) (a) the amount of Consolidated Amortization Expense and Consolidated Depreciation Expense for such Excess Cash Flow Period, plus (b) the difference between Consolidated Interest Expense for such Excess Cash Flow Period over Cash Interest Expense for such Excess Cash Flow Period, plus (c) the difference between Consolidated Tax Expense for such Excess Cash Flow Period over all cash payments in respect of income taxes made during such Excess Cash Flow Period (net of any cash refund in respect of income taxes actually received during such Excess Cash Flow Period), minus (iii) without duplication:

     (a) scheduled principal amortization of all Indebtedness for such Excess Cash Flow Period;

     (b) any voluntary prepayments of Indebtedness that does not have a revolving commitment and any permanent voluntary reductions to the Revolving Credit Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid, in each case so long as such amounts are not already reflected in clause (a) above, during such Excess Cash Flow Period;

     (c) Adjusted Capital Expenditures and Excluded 787 Capital Expenditures during such Excess Cash Flow Period (excluding Adjusted Capital Expenditures and Excluded 787 Capital Expenditures made in such Excess Cash Flow Period where a certificate in the form contemplated by the following was previously delivered) that are paid in cash;

     (d) Adjusted Capital Expenditures and Excluded 787 Capital Expenditures that the Borrower or any of its Subsidiaries shall, during such Excess Cash Flow Period, become obligated to make but that are not made during such Excess Cash Flow Period; provided that the Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such Excess Cash Flow Period, signed by a Responsible Officer of the Borrower and certifying that such Adjusted Capital Expenditures and Excluded 787 Capital Expenditures will be made in the following Excess Cash Flow Period;

     (e) the aggregate amount of investments made in cash during such period pursuant to Section 6.04(vii), (xi), (xii), (xv) or (xvii) (other than investments made with Excluded Equity Issuances or the proceeds of Indebtedness);

     (f) the product of (x) the number of shipsets under the 787 Program delivered to Seller during such Excess Cash Flow Period, multiplied by (y) $1.4 million; provided that this clause (f) shall no longer be effective after a total of 500 shipsets under the 787 Program have been delivered to Seller;

     (g) losses excluded from the calculation of Consolidated Net Income by operation of clause (vi) of the definition thereof that are paid in cash during such Excess Cash Flow Period;

     (h) the aggregate amount of other non-cash items of income included in Consolidated Net Income for such Excess Cash Flow Period; and

     (i) any cash payments that are made during such Excess Cash Flow Period that have the effect of reducing an accrued liability;

provided that any amount deducted pursuant of any of the foregoing clauses that will be paid after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period; plus, without duplication:

     (i) all proceeds received during such Excess Cash Flow Period of any Indebtedness to the extent used to finance any Adjusted Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such borrowings);

     (ii) to the extent any permitted Adjusted Capital Expenditures referred to in clause (d) above do not occur in the Excess Cash Flow Period specified in the certificate of the Borrower provided pursuant to clause (d) above, such amounts of Adjusted Capital Expenditures that were not so made in the Excess Cash Flow Period specified in such certificates;

     (iii) any return of capital in respect of investments received in cash during such period, which investments were made pursuant to Section 6.04(vii), (xi), (xii) or (xv) (other than investments made from Excluded Equity Issuances or the proceeds of Indebtedness), to the extent such investments were deducted from Excess Cash Flow pursuant to clause (e) above when made;

     (iv) all 787 Expenditures (including Excluded 787 Capital Expenditures) made during such Excess Cash Flow Period; provided that this clause (iv) shall no longer be effective after a total of $700 million of 787 Expenditures (including Excluded 787 Capital Expenditures) have been made since the Original Effective Date;

     (v) income or gain excluded from the calculation of Consolidated Net Income by operation of clause (vi) of the definition thereof that is realized in cash during such Excess Cash Flow Period (except to the extent such gain is subject to a mandatory repayment under Section 2.05(c)(i) or 2.05(c)(ii)); and

     (vi) the aggregate amount of all other non-cash charges reducing Consolidated Net Income during such Excess Cash Flow Period.

          “Excess Cash Flow Percentage” means, with respect to any Excess Cash Flow Period, (i) 50% if the Total Leverage Ratio is greater than 2.5:1 as of the end of such Excess Cash Flow Period and (ii) 0% if the Total Leverage Ratio is equal to or less than 2.5:1 as of the end of such Excess Cash Flow Period.

          “Excess Cash Flow Period” means each Fiscal Year of the Borrower beginning with the 2006 Fiscal Year.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Excluded Debt Issuance” means any issuance of Indebtedness permitted by Section 6.01(a) other than pursuant to the proviso in Section 6.01(a)(vii)(A).

          “Excluded Equity Issuance” means (i) the issuance of Equity Interests or Equity Rights of the Parent Guarantor to the Equity Investors to the extent the net cash proceeds thereof are contributed to the common equity capital of the Borrower and (ii) the issuance of Equity Interests or Equity Rights of Parent Guarantor (other than Disqualified Capital Stock) as consideration in a Permitted Acquisition pursuant to Section 6.04(xii)(ii).

          “Excluded 787 Capital Expenditures” means 787 Expenditures excluded from Capital Expenditures pursuant to clause (x) of the definition of “Capital Expenditures.”

          “Executive Order” shall have the meaning assigned thereto in Section 3.23 and Section 6.19.

          “Extending Revolving Lenders” means those Revolving Lenders agreeing to extend all or any portion of their Revolving Credit Commitment to September 30, 2014 pursuant to Amendment No. 3, and any of their successors and permitted assigns of such Revolving Credit Commitment in accordance with Section 10.04.

          “Federal Funds Rate” means, for any day, the weighted average of the rates (rounded upwards, if necessary, to the nearest 1/100th of 1%) on overnight federal funds transactions with

members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate for such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

          “Fee Letter” means the Administrative Agent’s Fee Letter, dated September 24, 2010, by and among the Borrower, the Parent Guarantor and the Administrative Agent.

          “Fees” means the Commitment Fees, the LC Fees and the Agent Fees.

          “Final Maturity Date” means the later of September 30, 2016 and the Add-On Term Loan Maturity Date.

          “Financial Covenants” means the covenant and agreement of the Loan Parties set forth in Section 6.13.

          “Financial Officer” of any corporation, partnership or other entity means the chief financial officer, the principal accounting officer, Treasurer or Controller of such corporation, partnership or other entity.

          “Fiscal Quarter” means any period of 13 or 14 weeks ending on the Thursday nearest to the last day of each calendar quarter in each calendar year.

          “Fiscal Year” means any period of 52 or 53 consecutive weeks ending on the Thursday nearest to December 31 of each calendar year; provided that commencing with the 2006 calendar year, each Fiscal Year shall end on December 31 of each calendar year; in each case, references to a Fiscal Year with a number corresponding to any calendar year (e.g., the “2005 Fiscal Year”) refer to the Fiscal Year ending on or about December 31 occurring during such calendar year.

          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to outside the United States by any Loan Party or any Subsidiary primarily for the benefit of employees of any Loan Party or any Subsidiary employed outside the United States.

          “Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower which is organized under the laws of a Non-U.S. Jurisdiction. Notwithstanding the foregoing, (a) US LLC 1 shall be considered a Foreign Subsidiary hereunder so long as it is a disregarded entity for U.S. federal income tax purposes and maintains as its only assets Equity Interests in US LLC 2 (so long as US LLC 2 is a Foreign Subsidiary) and other Foreign Subsidiaries (other than any cash or other assets received from any of its Foreign Subsidiaries and temporarily held prior to being distributed to its member) and (b) US LLC 2 shall be considered a Foreign Subsidiary hereunder so long as it is a disregarded entity for U.S. federal income tax purposes and (x) its Equity Interests continue to be owned by a Foreign Subsidiary or (y) its only assets are the Loan Receivable and Equity Interests in other Foreign Subsidiaries.

          “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an Issuing Bank, such Defaulting Lender’s Commitment Percentage of the outstanding Letters of Credit other than Letters of Credit as to which such Defaulting Lender’s participation obligation has been cash collateralized in an amount equal to such Defaulting Lender’s participation obligation in respect thereof in

a manner satisfactory to the Issuing Bank and (b) with respect to the Swingline Lender, such Defaulting Lender’s Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has cash collateralized in an amount equal to such Defaulting Lender’s participation obligation in respect thereof in a manner satisfactory to the Swingline Lender.

          “Fund” shall mean any Person that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

          “GAAP” means generally accepted accounting principles in the United States applied on a consistent basis.

          “Governmental Authority” means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body, including any central bank.

          “GTA” means the General Terms Agreement, BCA-65530-0016, dated as of the Original Effective Date, between the Borrower and Seller.

          “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof (including pursuant to a “synthetic lease”), (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of the obligation under any Guarantee shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made (including principal, interest and fees) and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of the obligation under such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith; irrespective, in any such case, of any amount thereof that would, in accordance with GAAP, be required to be reflected on a balance sheet of such Person.

          “Guarantee Agreement” means the Guarantee Agreement, substantially in the form of Exhibit I to the Original Credit Agreement, made by (i) Parent Guarantor, (ii) the Borrower, and (iii) the direct and indirect wholly owned Subsidiaries of the Borrower (other than Foreign Subsidiaries) in favor of the Administrative Agent for the benefit of the Secured Parties.

          “Guarantors” means collectively (a) Parent Guarantor and (b) each Subsidiary Loan Party, and “Guarantor” means any one of them.

          “Hazardous Materials” means all pollutants, contaminants, wastes, substances, chemicals, materials and constituents, including without limitation, crude oil, petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls (“PCBs”) or PCB-containing

materials or equipment, of any nature which can give rise to Environmental Liability under, or are regulated pursuant to, any Environmental Law.

          “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rate, currency values or commodity prices.

          “IAM Pension Fund Contributions” means contributions made by the Borrower and its Subsidiaries to a Multiemployer Plan available to members of the IAM Union, which contributions shall be in the form of (i) direct contributions to such Multiemployer Plan and (ii) deposits to an escrow account, in an aggregate amount not to exceed $17 million, the proceeds of which, subject to the satisfaction of certain conditions, will be contributed to such Multiemployer Plan.

          “Impermissible Qualification” means, relative to the opinion or certification of any independent public accountant as to any financial statement of the Borrower, any qualification or exception to such opinion or certification:

     (a) which is of a “going concern” or similar nature;

     (b) which relates to the limited scope of examination of matters relevant to such financial statement; or

     (c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Borrower to be in default of any of its obligations under any of the Financial Covenants.

          “Increase Effective Date” has the meaning assigned to such term in Section 2.21(a)(i).

          “Increase Joinder” has the meaning assigned to such term in Section 2.21(a)(i)(B).

          “Increased Cost Lender” has the meaning assigned thereto in Section 2.20.

          “Indebtedness” of any Person means the sum of all indebtedness of such Person on a consolidated basis (without duplication) with respect to

     (i) borrowed money or represented by bonds, debentures, notes and the like;

     (ii) the aggregate amount of Capital Lease Obligations; provided that to the extent such obligations are limited in recourse to the Property subject to such capital lease, such limited recourse obligations shall be included in Indebtedness only to the extent of the fair market value of such Property;

     (iii) all obligations of others secured by any Lien on any Property of such Person, but, to the extent such Lien does not extend to any other Property of such Person and is otherwise non-recourse against such Person, limited to the fair market value of such Property;

     (iv) all indebtedness representing the deferred purchase price of Property or services, excluding trade payables and accrued liabilities in the ordinary course of business;

     (v) obligations under Hedging Agreements;

     (vi) all obligations for the reimbursement of any obligor under letters of credit, bankers’ acceptances and similar credit transactions; and

     (vii) Guarantees and indemnities in respect of, and to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, or to assure an obligee against failure to make payment in respect of, liabilities, obligations or indebtedness of the kind described in clauses (i) through (vi).

Notwithstanding the foregoing, (i) in no event will obligations or liabilities in respect of any Equity Interests constitute Indebtedness and (ii) except as specifically set forth in the proviso contained in the definition of “Consolidated Indebtedness,” Indebtedness shall not include any obligations in respect of advances or progress payments under commercial contracts that are to be repaid from production (including without limitation under the 787 Program).

          “Indebtedness to Remain Outstanding” has the meaning set forth in Section 3.21.

          “Indemnified Foreign Tax” has the meaning assigned to each term in Section 2.16.

          “Indemnified Taxes” has the meaning assigned to such term in Section 2.16.

          “Indemnitee” has the meaning assigned to such term in Section 10.05.

          “Interest Coverage Ratio” means, at any date, the ratio of (a) Consolidated EBITDA for the Test Period most recently ended to (b) Consolidated Interest Expense for the Test Period most recently ended.

          “Interest Payment Date” means, with respect to any Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, (a) each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, (b) the date of any refinancing of such Borrowing with a Borrowing of a different Type.

          “Interest Period” means (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing (including any date on which such Borrowing shall have been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months (or if available to all Lenders, 9 or 12 months) thereafter, as the Borrower may elect; or (b) as to any ABR Borrowing (other than a Swingline Borrowing), the period commencing on the date of such Borrowing (including any date on which such Borrowing shall have been converted from a Borrowing of a different Type) or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the earliest of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) (A) June 30, 2012, in the case of Revolving Loans having a Revolving Credit Maturity Date of June 30, 2012, (B) September 30, 2014, in the case of Revolving Loans having a Revolving Credit Maturity Date of September 30, 2014, (C) the Term B-1 Loan Maturity Date, in the case of Term B-1 Loans, (D) the Term B-2 Loan Maturity Date, in the case of Term B-2 Loans and (E) the Add-On Term Loan Maturity Date, in the case of any Add-On Term Loan and (iii) the date such Borrowing is prepaid in accordance with Section 2.05 or converted to a Eurodollar Loan in accordance

with Section 2.03 and (c) as to any Swingline Loan, a period commencing on the date of such Loan and ending on the earliest of (i) the fifth Business Day thereafter, (ii) September 30, 2014 and (iii) the date such Loan is prepaid in accordance with Section 2.05; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

          “Investco” has the meaning assigned to such term in Section 6.05(xvi).

          “Investment” has the meaning assigned to such term in Section 6.04.

          “IPO” has the meaning assigned to such term in the Amendment Agreement.

          “IRB Actions” has the meaning assigned to such term in the definition of “IRB Transactions.”

          “IRB Agreements” means (i) the Boeing Trust Agreement; (ii) the TBC Trust Agreement; (iii) the Buyer Sublease; (iv) the Assignment Agreement; and (v) the IRB Pledge Agreement.

          “IRB Assets” means Property subject to the Buyer Sublease.

          “IRB Pledge Agreement” means the Pledge Agreement, dated as of the Original Effective Date, between TBC Trust and the Borrower.

          “IRB Transactions” means the occurrence of (a) the formation of the Trusts and the execution of the Trust Agreements and the issuance of the Transferred Assets Ownership Class, (b) the assignment to Boeing Trust, pursuant to the Assignment Agreement, of the leases, bonds and assets identified therein, (c) the valid execution and delivery of the IRB Subleases and the IRB Pledge Agreement and (d) the consummation of the other transactions contemplated by the IRB Agreements (the actions described in clauses (b) through (d), the “IRB Actions”).

          “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

          “Issuing Bank” means, as the context may require, (a) Bank of America, in its capacity as the issuer of Letters of Credit issued by it hereunder and its successors in such capacity as provided in Section 2.06(i), (b) any other Revolving Lender approved by the Administrative Agent and the Borrower in its capacity as issuer of Letters of Credit issued by it hereunder and its successors in such capacity as provided in Section 2.06(i) or (c) collectively, all of the foregoing. The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Notwithstanding the foregoing, The Bank of Nova Scotia shall be the Issuing Bank for those Letters of Credit identified on Schedule 1.01(d). The Bank of Nova Scotia shall be under no obligation to renew the Letters of Credit identified on Schedule 1.01(d) or to issue any new Letters of Credit subsequent to the Amendment No. 3 Effective Date.

          “Joint Venture” means a corporation, partnership, limited liability company, joint venture or other similar arrangement (whether created by contract or conducted through a separate legal entity)

which is not a Subsidiary of any Loan Party or any of their respective Subsidiaries and which is formed by any Loan Party or any of their respective Subsidiaries with one or more other Person in order to conduct a common venture or enterprise with such Persons.

          “Kansas Finance Sub.” or “Kansas Finance Subsidiary” means Spirit Aerosystems Finance, Inc. (f/k/a Mid-Western Aircraft Finance, Inc.), a Delaware corporation.

          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

          “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Commitment Percentage of the total LC Exposure at such time.

          “LC Fees” has the meaning assigned to such term in Section 2.10(b).

          “Lead Arranger” has the meaning assigned to such term in the preamble hereto.

          “Lenders” has the meaning assigned to such term in the preamble hereto.

          “Letter of Credit” means any letter of credit issued pursuant to this Agreement.

          “LIBO Rate” means with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which Dollar deposits for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the Eurodollar Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch (or other branch or Affiliate of the Administrative Agent) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

          “Lien” means, with respect to any asset, (a) (i) any mortgage, deed of trust, deed to secure debt, lien, pledge, encumbrance, charge, collateral assignment, hypothecation or security interest in or on such asset or (ii) any authorized filing of any financing statement under the UCC as in effect in the applicable state or jurisdiction or any other similar authorized notice or lien under any similar notice or recording statute of any Governmental Authority (other than pre-filings of such financing statements and/or notices made in favor of the secured parties under this Agreement or an amendment thereof), in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset and (c) any other agreement intended to create any of the foregoing.

          “Loan Documents” means this Agreement, the Guarantee Agreement, the Onex Guarantee, the Amendment Agreement, the Security Documents, if requested by a Lender pursuant to Section 2.07(e), each Note and, solely for purposes of Section 7.01(a), the Fee Letter.

          “Loan Parties” means the Parent Guarantor, the Borrower, the Subsidiary Loan Parties and the Kansas Finance Subsidiary.

          “Loan Receivable” has the meaning assigned to such term in Section 6.05(xvi).

          “Loan Party Information” has the meaning assigned thereto in Section 10.16.

          “Loans” means the Revolving Loans, the Swingline Loans, the Term B-1 Loans, the Term B-2 Loans and the Add-On Term Loans.

          “Management Agreement” means the Management Agreement, dated as of the Original Effective Date, between Onex Partners Manager, L.P. and the Borrower.

          “Material Adverse Effect” means a materially adverse effect on (a) the business, financial condition, affairs or results of operation of the Parent Guarantor and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform its respective obligations under the Loan Documents, (c) the rights of or benefits available to the Lenders under any Loan Document or (d) the validity, enforceability, perfection or priority of the Liens granted to the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral (taken as a whole) pursuant to the Security Documents.

          “Material Indebtedness” means (a) any Indebtedness (other than the Loans and Letters of Credit) or (b) obligations in respect of one or more Hedging Agreements, of any one or more of the Parent Guarantor, the Borrower and their respective Subsidiaries, individually or in an aggregate principal amount exceeding $15.0 million. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Parent Guarantor, the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Parent Guarantor, the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

          “Maximum Rate” has the meaning assigned to such term in Section 10.09.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations, including any amendment thereto. Each Mortgage shall be substantially in the form of Exhibit N or otherwise reasonably satisfactory in form and substance to the Collateral Agent.

          “Mortgaged Property” means, initially, each parcel of or other interest in Real Property and the improvements and appurtenances thereto owned or leased by a Loan Party and identified on Schedule 4.01(u)(A) to the Original Loan Agreement, and includes each other parcel of or interest in real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.11.

          “Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (i) to which any Loan Party or ERISA Affiliate is then making or accruing an obligation to make contributions, (ii) to which any Loan Party or ERISA Affiliate has within the preceding six plan years made contributions, including any Person which ceased to be an ERISA Affiliate during such six year period, or (iii) with respect to which Loan Party or any Subsidiary could incur liability.

          “Net Proceeds” means, with respect to any Debt Incurrence, Asset Sale, Destruction or Taking, (a) the cash proceeds actually received in respect of such event, including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii) in the case of a Destruction, insurance proceeds in excess of $5.0 million (or, when taken together with all such other Destructions and Takings, in excess of $10.0 million in any twelve-month period), and (iii) in the case of a Taking, condemnation awards and similar payments in excess of $5.0 million (or, when taken together with all such other Destructions and Takings, in excess of $10.0 million in any twelve-month period), net of (b) the sum of (i) all bona fide fees, costs, commissions and out-of-pocket expenses paid by the Parent Guarantor and its Subsidiaries to third parties in connection with such event, (ii) the amount of all taxes paid (or reasonably estimated to be payable) by the Parent Guarantor and its Subsidiaries, (iii) in the case of an Asset Sale, (A) the amount of all payments required to be made by the Parent Guarantor and its Subsidiaries as a result of such event to repay obligations (other than Loans) secured by a Lien on such asset (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and (B) the amount of any reserves established by the Parent Guarantor and its Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding two years, and that are attributable to such event (as determined reasonably and in good faith by the Borrower); provided that any amount by which such reserves are reduced for reasons other than payment of any such contingent liabilities shall be considered “Net Proceeds” upon such reduction, and (C) cash escrows (until released from escrow to the Parent Guarantor or any of its Subsidiaries) from the sale price for such Asset Sale and (iv) in the case of a Taking, the reasonable cost of putting any real property in a safe and secure position.

          “New UK LLP” has the meaning assigned to such term in Section 6.05(xvi).

          “Non-Consenting Lender” has the meaning assigned thereto in Section 10.08(e).

          “Non-Extending Revolving Lenders” means those Revolving Lenders whose entire Revolving Credit Commitment terminates on June 30, 2012.

          “Non-Guarantor Subsidiary” means any Subsidiary acquired or formed after the Original Effective Date that is not a Wholly Owned Subsidiary and is designated as a Non-Guarantor Subsidiary by the Borrower by written notice to the Administrative Agent; provided that the aggregate amount of Investments made by the Borrower and any Subsidiary in all Non-Guarantor Subsidiaries since the Original Effective Date shall not exceed the amount of Investments permitted to be made under Section 6.04(x).

          “Non-Qualifying Assets” has the meaning set forth in the Buyer Sublease.

          “Non-Recourse Debt” means Indebtedness of a Person:

     (1) as to which no Loan Party (a) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise); and

     (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against the debtor thereof) would permit (upon notice, lapse of time or both) any holder of any Indebtedness of any Loan Party to declare a default under such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

          “Non-U.S. Jurisdiction” means each jurisdiction of organization of a Subsidiary of the Parent Guarantor other than the United States (or any State thereof) or the District of Columbia.

          “Note” means a note substantially in the form of Exhibit G-1, Exhibit G-3 and Exhibit G-4 to this Agreement or G-2 to the Original Credit Agreement.

          “Notice of Intent to Cure” has the meaning assigned to such term in Section 5.01(n).

          “Obligations” means (a) the unpaid principal of and interest on (including interest accruing after the maturity of the Loans made to the Borrower or the other Loan Parties and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or the other Loan Parties, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans made to or LC Disbursements made pursuant to Letters of Credit issued for the account of the Borrower or the other Loan Parties and all other obligations and liabilities of the Borrower and the other Loan Parties to any Secured Party or the Issuing Bank, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of or in connection with this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith, whether on account of principal, interest, fees, indemnities, costs or expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel), or otherwise, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents owing to any of the Secured Parties (in their capacity as such) and (c) the due and punctual payment and performance of all obligations of the Borrower and the other Loan Parties and any Subsidiaries of the Borrower under each Hedging Agreement entered into with any Qualified Counterparty or in respect of overdrafts and related liabilities owed to any Qualified Counterparty arising from treasury, depositary and cash management services or in connection with any automated clearinghouse or Bank Automated Clearing System transfer of funds.

          “Onex Guarantee” means the Limited Recourse Guarantee made by Onex Corporation in favor of the Collateral Agent for and on behalf of itself and the other Benefitted Parties (as defined therein) originally entered into on the Amendment Effective Date, as the same may be amended, supplemented or amended and restated from time to time.

          “Onex Pledge Agreement” means (i) the Cash Collateral Security Agreement made by Onex Corporation in favor of the Collateral Agent for the benefit of the Benefitted Parties (as defined therein) entered into on the Amendment Effective Date and (ii) the Control Agreement Concerning Securities Accounts between Onex Corporation, the Collateral Agent for the benefit of the Benefitted Parties (as defined therein) and RBC Dominion Securities Inc. originally entered into on the Amendment Effective Date, in each case as the same may be amended, supplemented or amended and restated from time to time.

          “Organizational Document” means (i) relative to each Person that is a corporation, its charter and its by-laws (or similar documents), (ii) relative to each Person that is a limited liability company, its certificate of formation and its operating agreement (or similar documents), (iii) relative to each Person that is a limited partnership, its certificate of formation and its limited partnership agreement (or similar documents), (iv) relative to each Person that is a general partnership, its partnership agreement (or similar document) and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing.

          “Original Boeing Agreements” means the Acquisition Agreement and the other documents and agreements identified on Schedule 1.01(a) to the Original Credit Agreement.

          “Original Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

          “Original Effective Date” means June 16, 2005.

          “Other List” has the meaning assigned thereto in Section 6.19.

          “Other Taxes” has the meaning assigned thereto in Section 2.16.

          “Parent Guarantor” has the meaning assigned to such term in the preamble to this Agreement.

          “Participant” has the meaning assigned to such term in Section 10.04(f).

          “Patent Assignment” means the Patent Assignment, dated as of June 16, 2005, by and between Seller and the Borrower.

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

          “Pension Plan” means a “pension plan,” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which any Loan Party or any ERISA Affiliate may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

          “Perfection Certificate” means a certificate in the form of Annex 2 to the Security Agreement or any other form reasonably acceptable to the Collateral Agent.

          “Permitted Acquisition” means any acquisition, whether by purchase, merger, consolidation or otherwise, by the Borrower or any Subsidiary Loan Party of all or substantially all the assets of, or all the Equity Interests in, a Person or a division, line of business or other business unit of a Person so long as (a) the board of directors of such Person shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn), (b) such assets are to be used in, or such Person so acquired is engaged in, as the case may be, a business of the type permitted under Section 6.03(c), (c) immediately after giving effect thereto, (i) no Default has occurred and is continuing or would result therefrom, (ii) all transactions related thereto are consummated in all material respects in accordance with applicable laws, (iii) in the case of an acquisition of Equity Interests, the Person acquired (if not a Foreign Subsidiary) shall become immediately after given effect thereto a Subsidiary Loan Party or be merged into a Subsidiary Loan Party and all actions required to be taken under Sections 5.11, 5.12 and 5.16 shall have been taken, (iv) the Borrower and its Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to such acquisition, with the covenants contained in Section 6.13 recomputed as at the date of the last ended Test Period, as if such acquisition (and any related incurrence or repayment of Indebtedness) had occurred on the first day of the relevant Test Period, (v) any Indebtedness or any preferred stock that is incurred, acquired or assumed in connection with such acquisition shall be in compliance with Section 6.01, (vi) after giving effect to such acquisition and any Revolving Credit Borrowings made in connection therewith, the sum of (A) the cash on hand of Borrower and/or the Subsidiary Loan Parties, plus (B) the Total Revolving Credit Commitment less the Revolving

Credit Exposure of all Revolving Lenders shall not be less than $125.0 million and (vii) the Borrower has delivered to the Administrative Agent an officers’ certificate to the effect set forth in clauses (a), (b) and (c)(i) through (vi) above, together with all relevant and available financial information for the Person or assets to be acquired.

          “Permitted Additional Indebtedness” means unsecured Indebtedness (including convertible Indebtedness) of the Borrower, the Parent Guarantor or any Subsidiary Loan Party which (a) does not have a maturity or provide at any time for the mandatory payment or mandatory prepayment or repurchase at the option of the holder thereof of any principal or premium, if any, thereon prior to six months after the Final Maturity Date (provided, however, that such Indebtedness may contain provisions requiring the issuer thereof to redeem such Indebtedness upon the occurrence of change in control or an asset sale occurring prior to the date that is six months following the Final Maturity Date if such Indebtedness expressly provides that the issuer thereof will not be required to redeem any such Indebtedness pursuant to such provisions prior to the repayment in full of the Obligations (other than contingent indemnification obligations under the Loan Documents that are not then due or claimed)), (b) is issued on then current market terms provided that in no event shall it contain any financial maintenance covenants or any other covenants, events of default, terms or restrictions which taken together as a whole are more restrictive to the Loan Parties than those contained in this Agreement and (c) does not have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Term B-1 Loans, the Term B-2 Loans or any Add-On Term Loan (as determined at the time of the incurrence of such unsecured indebtedness).

          “Permitted Cure Securities” means equity securities (other than Disqualified Capital Stock) of Parent Guarantor designated as Permitted Cure Securities in a certificate delivered by the Borrower to the Administrative Agent that are issued to any Equity Investors in connection with Cure Rights being exercised by the Borrower under Section 7.07 (the net proceeds of which are contributed to the common equity of the Borrower).

          “Permitted Holders” means Onex Partners L.P., Onex Corporation and their respective affiliates identified on Schedule 1.01(d) to the Original Credit Agreement.

          “Permitted Investments” means:

     (a) United States dollars (including such dollars as are held as overnight bank deposits and demand deposits with banks);

     (b) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof;

     (c) marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 of Moody’s;

     (d) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 from Moody’s;

     (e) time deposits, demand deposits, certificates of deposit, Eurodollar time deposits, time deposit accounts, term deposit accounts or bankers’ acceptances maturing within one year from the date of acquisition thereof or overnight bank deposits, in each case, issued by any bank organized under the laws of the United States of America or any State thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500.0 million;

     (f) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (d) above;

     (g) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (a) through (f) above; and

     (h) in the case of Foreign Subsidiaries, Investments made locally of a type comparable to those described in clauses (a) through (f) of this definition.

          “Permitted IRB Lease Obligations” means Capital Lease Obligations otherwise permitted hereunder of the Borrower or any Subsidiary Loan Party owed to the City of Wichita or the City of Tulsa (each a “City”) in connection with the leasing of property that is purchased by such City and financed with the proceeds of an issuance of industrial revenue bonds issued by such City to the Borrower or a Subsidiary Loan Party; provided, however, that (i) all amounts paid or payable by the Borrower or such Subsidiary Loan Party under such Capital Lease Obligations shall be paid by automatic offset pursuant to an agreement in form and substance satisfactory to the Administrative Agent against amounts owed by such City to the Borrower or such Subsidiary Loan Party under such industrial revenue bonds; (ii) the Borrower or such Subsidiary Loan Party shall own such industrial revenue bonds at all times free and clear of all consensual Liens; (iii) the interests of the Borrower or such Subsidiary Loan Party in such property shall be pledged to the Collateral Agents pursuant to the Security Agreement; (iv) the documentation with respect to the industrial revenue bonds and the related leases shall be, taken as a whole, substantially similar to the documentation for the existing industrial revenue bond and leases of the Seller with the City of Wichita in connection with Seller’s existing IRB arrangements and (v) on or prior to the date of incurrence of such Capital Lease Obligations, the Borrower shall have delivered a certificate of a Responsible Officer stating that the conditions set forth in clauses (i) through (iii) above have been satisfied and that the Borrower has confirmed with its independent auditors that such Capital Lease Obligation shall not be required under GAAP (as in effect at the time any such IRB lease obligations are incurred) to appear on the face of the Borrower’s consolidated balance sheet as “debt.”

          “Permitted Kansas Bond Financing” means bond financings entered into for the purpose of obtaining a credit against Kansas payroll taxes paid with respect to wages of employees of the Borrower or its Subsidiaries on terms and conditions consistent in all material respects with the description of such bond financings set forth in the Term Sheet attached as Schedule 1.01(b) to the Original Credit Agreement; provided that (a) the obligations thereunder shall be unsecured obligations of the obligors thereof, (b) such bonds shall not require any payments of principal or mandatory redemption prior to the date that is six months after the Final Maturity Date, (c) the obligations with respect to such bonds shall be expressly subordinated to the Obligations and such subordination provisions shall be set forth in subordination or similar agreements in form and substance reasonably satisfactory to the Administrative Agent, (d) such bonds shall provide for no cash payments (after giving effect to the rights of setoff and netting provided for in such bonds), (e) on or prior to the date of issuance of such bonds, the Borrower shall have delivered to the Collateral Agent the pledge agreements and pledged securities as contemplated in the above referenced Term Sheet in form and substance reasonably satisfactory to the Collateral Agent, (f) the Kansas Development Finance Authority shall have issued a bond to Kansas

Finance Sub. (which at all times shall be held by Kansas Finance Sub. and shall be non-transferable), which bond shall be substantially identical to the bonds issued by Kansas Finance Sub. to the Borrower in connection with such Permitted Kansas Bond Financing, which bonds shall be substantially identical to the bonds issued by the Borrower to the Kansas Development Finance Authority in connection with such Permitted Kansas Bond Financing, (which at all times shall be held by Kansas Development Finance Authority and shall be nontransferable) and (g) on or prior to the date of issuance of such bonds, the Borrower shall have delivered a certificate of a Responsible Officer stating that the conditions set forth in clauses (a) through (f) above have been satisfied and that the Borrower has confirmed with its independent auditors that the obligations under such bonds will not be required under GAAP (as in effect at the time any such Permitted Kansas Bond Financing is entered into) to appear on the face of the Borrower’s consolidated balance sheet as “debt.”

          “Permitted Lien” has the meaning assigned to such term in Section 6.02.

          “Permitted Refinancing” means, with respect to any Indebtedness, any refinancing thereof; provided, however, that (i) no Event of Default shall have occurred and be continuing or would arise therefrom, (ii) any such refinancing Indebtedness shall (a) not be on financial and other terms that are materially more onerous in the aggregate than the Indebtedness being refinanced and shall not have defaults, rights or remedies more burdensome in the aggregate to the obligor than the Indebtedness being refinanced, (b) not have a stated maturity or Weighted Average Life to Maturity that is shorter than the Indebtedness being refinanced, (c) be at least as subordinate to the Obligations as the Indebtedness being refinanced (and unsecured if the refinanced Indebtedness is unsecured), and (d) be in principal amount that does not exceed the principal amount so refinanced, plus all accrued and unpaid interest thereon, plus the stated amount of any premium and other payments required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness being refinanced, plus in either case, the amount of reasonable expenses of the Parent Guarantor or any of its Subsidiaries incurred in connection with such refinancing, and (iii) the sole obligors and/or guarantors on such refinancing Indebtedness shall not include any Person other than the obligors and/or guarantors on such Indebtedness being refinanced.

          “Permitted Subordinated Indebtedness” means unsecured Indebtedness of the Borrower or any Subsidiary Loan Party which (a) is expressly subordinated to the Loans pursuant to written documentation on terms and conditions reasonably satisfactory to the Administrative Agent, (b) does not provide at any time for the payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of any principal or premium, if any, thereon prior to six months after the Final Maturity Date and (c) contains terms (including interest rate), conditions, covenants, events of default and other provisions, taken as a whole, that are not materially more restrictive or adverse to the Loan Parties than those that are then customary for similar offerings of unsecured subordinated debt securities of corporate issuers with credit ratings comparable to that of the Borrower, as reasonably determined by the Borrower, and as are in all respects reasonably satisfactory to the Administrative Agent.

          “Permitted Sponsor Indebtedness” means Indebtedness of Parent Guarantor owed to any Sponsor, which (x) requires no cash payment of interest, principal or other amounts and does not mature or become mandatorily redeemable prior to the date that is six months after the Final Maturity Date and all such obligations and all the Obligations have been discharged in full, (y) is subordinated to the Obligations on terms and conditions (including assignment of voting rights in bankruptcy and remedy standstills) reasonably satisfactory to the Administrative Agent and (z) is otherwise on terms and conditions and pursuant to documentation reasonably satisfactory to the Administrative Agent.

          “Permitted Tax Distributions” means payments, dividends or distributions by the Borrower to the Parent Guarantor in order to pay consolidated or combined federal, state or local taxes attributable to the income of the Borrower, not payable directly by the Borrower or any of its Subsidiaries

which payments, dividends or distributions by the Borrower are not in excess of the tax liabilities that would have been payable by the Borrower and its Subsidiaries on a stand-alone basis.

          “Person” means any natural person, corporation, trust, joint venture, association, company, partnership, limited liability company or government, or any agency or political subdivision thereof.

          “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA), that is maintained or contributed to by a Loan Party or any Subsidiary or with respect to which a Loan Party or any Subsidiary could incur liability.

          “Platform” has the meaning assigned to such term in Section 10.17(b).

          “Pledge Agreement” means the Pledge Agreement, substantially in the form of Exhibit J to the Original Credit Agreement, among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties (as the same may be amended, supplemented or amended and restated from time to time).

          “Pledged Securities” has the meaning provided in the Pledge Agreement.

          “Post-Increase Revolving Lenders” has the meaning assigned to such term in Section 2.21(a)(i)(C).

          “Pre-Increase Revolving Lenders” has the meaning assigned to such term in Section 2.21(a)(i)(C).

          “Preferred Stock” means, with respect to any Person, any and all preferred or preference Equity Interests (however designated) of such Person whether or not outstanding or issued on the Original Effective Date.

          “Prepaid Insurance” means insurance coverage obtained by or on behalf of the Borrower or its Subsidiaries pursuant to an arrangement whereby a lender prepays (or finances the prepayment of) the applicable insurance premium for the Borrower or such Subsidiaries in full and the obligation of the Borrower or such Subsidiaries to repay such lender is secured solely by the Borrower’s or Subsidiary’s right under the policy of insurance to recover unearned premiums upon early termination of the policy.

          “Prepayment Date” has the meaning assigned to such term in Section 2.05(f).

          “Pro Forma Basis” means on a basis in accordance with Regulation S-X promulgated under the Securities Act of 1933, as amended, and such other adjustments that are reasonably acceptable to the Administrative Agent.

          “Projected Financial Statements” has the meaning assigned to such term in Section 3.16(c).

          “Property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including access agreements, parking agreements, rights of first refusal, purchase options, restrictive covenants and any ownership interests of any Person, whether now in existence or owned or hereafter entered into or acquired.

          “Qualified Counterparty” means, with respect to any Hedging Agreement or other obligation described in clause (c) of the definition of “Obligations”, any counterparty thereto that, at the time such Hedging Agreement or such other obligation described in clause (c) of the definition of “Obligations” was entered into, was a Lender or an Affiliate of a Lender.

          “Real Property” means all right, title and interest of any Loan Party or any of its respective Subsidiaries in and to any and all parcels of or interests in real property owned, leased, licensed or operated (including, without limitation, any leasehold estate) by any Loan Party or any of its respective Subsidiaries together with, in each case, all improvements and appurtenant fixtures.

          “Real Property Agreements” means any and all leases, subleases, license agreements, tenancy agreements, option agreements, rights of first refusal, parking agreements, restrictive covenants, easement agreements, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the ownership, operation, use or occupancy of all or any portion of any Real Property.

          “Reference Banks” means:

     (a) in connection with the initial syndication of the Loans and Commitments, in respect of LIBO Rate, the principal London office of Citibank, N.A.; and

     (b) in respect of LIBO Rate, the principal London office of Citibank, N.A. and such two other banks as may be appointed by the Administrative Agent in consultation with the Borrower.

          “Register” has the meaning assigned to such term in Section 10.04(d).

          “Regulation T” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, advisors and trustees of such Person and such Person’s Affiliates.

          “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

          “Remedial Action” means (a) “remedial action,” as such term is defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate or otherwise take corrective action to address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger

public health, welfare or the Environment; or (iii) perform studies and investigations in connection with, or as a precondition to, (i) or (ii) above.

          “Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject.

          “Requisite Class Lenders” means, at any time of determination, (i) for the Class of Lenders having Term B-1 Loans, Lenders holding more than 50% of the aggregate Term B-1 Loans of all Lenders, (ii) for the Class of Lenders having Term B-2 Loans, Lenders holding more than 50% of the aggregate Term B-2 Loans of all Lenders, (iii) for the Class of Lenders having Add-On Term Loans, Lenders holding more than 50% of the aggregate Add-On Term Loans of all Lenders and (iv) for the Class of Lenders having Revolving Credit Commitments, Lenders holding more than 50% of the aggregate amount of the Revolving Credit Commitments or, after the Revolving Credit Maturity Date, the Revolving Credit Exposure.

          “Requisite Lenders” means, at any time, Lenders having more than fifty percent (50%) of the sum of (a) the aggregate amount of the Revolving Credit Commitments or, after the Revolving Credit Maturity Date, the Revolving Credit Exposure and (b) the aggregate outstanding amount of all Term B-1 Loans, Term B-2 Loans and Add-On Term Loans.

          “Requisite Revolving Lenders” means, collectively, Lenders having more than fifty percent (50%) of the aggregate outstanding amount of the Revolving Credit Commitments or, after the Revolving Credit Maturity Date, the Revolving Credit Exposure.

          “Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement.

          “Restricted Payment” means any direct or indirect dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests or Equity Rights in the Parent Guarantor, the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests or Equity Rights in the Parent Guarantor, the Borrower or any Subsidiary.

          “Revolving Credit Borrowing” means a Borrowing comprised of Revolving Loans.

          “Revolving Credit Borrowing Request” means a Borrowing Request in connection with a Revolving Credit Borrowing.

          “Revolving Credit Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder (including without limitation by virtue of an Increase Joinder), expressed in each case as an amount representing the maximum principal amount of such Revolving Lender’s Revolving Credit Exposure hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Revolving Lender’s Revolving Credit Commitment is set forth on Schedule 2.01 (in the case of Revolving Credit Commitments in effect on the Amendment No. 3 Effective Date), or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as applicable. The aggregate amount of the

Revolving Lenders’ Revolving Credit Commitments as of the Amendment No. 3 Effective Date is $650.0 million.

          “Revolving Credit Commitment Period” means the period from and including the first Business Day after the Original Effective Date to but not including the applicable Revolving Credit Maturity Date or any earlier date on which the Revolving Credit Commitments to make Revolving Loans pursuant to Section 2.01 shall terminate as provided herein.

          “Revolving Credit Exposure” means with respect to any Revolving Lender at any time, the sum of (a) the aggregate principal amount at such time of all outstanding Revolving Loans of such Revolving Lender, plus (b) such Revolving Lender’s LC Exposure at such time, plus (c) such Revolving Lender’s Commitment Percentage of the aggregate principal amount at such time of all outstanding Swingline Loans.

          “Revolving Credit Maturity Date” means (a) for $20.0 million of the Revolving Credit Commitments, June 30, 2012 and (b) for $630.0 million (as such amount may be increased pursuant to Section 10.04(k)) of the Revolving Credit Commitments, September 30, 2014.

          “Revolving Lender” means a Lender with a commitment to make Revolving Loans or with any Revolving Credit Exposure, in it capacity as such, including, for the avoidance of doubt, Extending Revolving Lenders and Non-Extending Revolving Lenders, as applicable.

          “Revolving Loans” means the revolving loans made pursuant to clause (ii) of Section 2.01(a) (and shall include any Revolving Loans contemplated by Section 2.21).

          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies.

          “Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.06.

          “SBP” means the Special Business Provisions, MS-65530-0016, dated as of the Original Effective Date, between the Borrower and Seller.

          “SDN List” has the meaning assigned thereto in Section 6.19.

          “SEC” means the Securities and Exchange Commission.

          “Second Amended and Restated Credit Agreement” has the meaning assigned to such term in the preamble hereto.

          “Section 2.16 Certificate” has the meaning assigned to such term in Section 2.16.

          “Secured Parties” means the Agents, each Lender that holds Loans or has Commitments (in its capacity as such) and each Qualified Counterparty.

          “Security Agreement” means the Security Agreement, substantially in the form of Exhibit K to the Original Credit Agreement among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties (as the same may be amended, supplemented or amended and restated from time to time).

          “Security Documents” means the Security Agreement, the Pledge Agreement, the Mortgages, the Perfection Certificate, any cash management agreements (as defined in the Security Agreement), Hedging Agreements executed by the Loan Parties and each other security agreement or

other instrument or document executed and delivered pursuant to Section 5.11, 5.12 or 5.16 to secure any of the Obligations and the Onex Pledge Agreement.

          “Seller” means The Boeing Company.

          “787 Agreement” means the 787 GTA and the 787 SPB.

          “787 Expenditures” means non-recurring engineering and other developmental costs and expenses related to the 787 Program incurred, spent or committed to be spent (including without limitation those that are capitalized) by the Borrower or any of its Subsidiaries on or prior to December 31, 2009 in an aggregate amount since the Original Effective Date not to exceed $802.0 million.

          “787 Discontinuance” has the meaning assigned to such term in Section 7.01(m).

          “787 GTA” means the General Terms Agreement, BCA-65520-0032, dated as of the Original Effective Date, between the Borrower and Seller, relating to the 787 Program.

          “787 Program” means the 787 Program within the meaning of the 787 Agreement.

          “787 SBP” means the Special Business Provisions, BCA-MS-65530-0019, dated as of the Original Effective Date, between the Borrower and Seller, relating to the 787 Program.

          “Significant Subsidiary” means (a) any Subsidiary of the Parent Guarantor (other than the Borrower) that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Act, as such Regulation is in effect on the Original Effective Date (except that references to 10% in such definition shall be changed to 5%), and (b) any Subsidiary of the Parent Guarantor (other than the Borrower) which, when aggregated with all other Subsidiaries of the Parent Guarantor (other than the Borrower) that are not otherwise Significant Subsidiaries and as to which any event described in Section 7.01(i) has occurred and is continuing, would constitute a Significant Subsidiary under clause (a) of this definition.

          “Spirit International” has the meaning assigned to such term in Section 6.05(xvi).

          “Sponsors” means, collectively, Onex Corporation, an Ontario corporation, Onex Partners L.P. and their respective affiliates.

          “Statutory Reserve Rate” means a fraction (expressed as a decimal) the numerator of which is the number one and the denominator of which is the number one minus the aggregate (expressed as a decimal) of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans. Such reserve percentages shall include those imposed pursuant to Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Subordination Provisions” has the meaning assigned to such term in Section 7.01(1).

          “Subsidiary” means, with respect to any Person, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the Board of

Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; (ii) any partnership of which more than 50% of the outstanding partnership interests having the power to act as a general partner of such partnership (irrespective of whether at the time any partnership interests other than general partnership interests of such partnership shall or might have voting power upon the occurrence of any contingency) are at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; or (iii) any limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person have more than a 50% Equity Interest at the time. Unless otherwise indicated, when used in this Agreement, the term “Subsidiary” shall refer to a Subsidiary of the Borrower.

          “Subsidiary Loan Party” means each of the Borrower’s direct and indirect Subsidiaries that guarantee the Obligations pursuant to the Guarantee Agreement and Kansas Finance Sub. Each Subsidiary of the Borrower other than Foreign Subsidiaries and Non-Guarantor Subsidiaries shall be a Subsidiary Loan Party.

          “Swingline Commitment” means the commitment of the Swingline Lender to make Loans pursuant to Section 2.04.

          “Swingline Lender” means Bank of America, in its capacity as lender of Swingline Loans.

          “Swingline Loan” has the meaning assigned to such term in Section 2.04(a).

          “Swingline Sublimit” has the meaning assigned to such term in Section 2.04(a).

          “Taking” means any taking of any Property of the Parent Guarantor or any Subsidiary or any portion thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition or use of any Property of the Parent Guarantor or any Subsidiary or any portion thereof, by any Governmental Authority.

          “Tax Benefit” has the meaning assigned to such term in Section 2.16.

          “Taxes” has the meaning assigned to such term in Section 2.16.

          “TBC Trust” has the meaning set forth in Section 3.25.

          “TBC Trust Agreement” means the TBC Trust Agreement, dated as of the Original Effective Date, among The Boeing Company, as Administrative Agent, Wilmington Trust, as Delaware Trustee, Wilmington Trust SP Services, Inc., as Independent Agent, and the Borrower, as Special Agent.

          “Term B-1 Borrowing” means a Borrowing comprised of Term B-1 Loans on the Amendment Effective Date.

          “Term B-1 Borrowing Request” means a Borrowing Request in connection with a Term B-1 Borrowing on the Amendment Effective Date.

          “Term B-1 Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Term B-1 Loan hereunder on the Amendment Effective Date, expressed as an

amount representing the maximum principal amount of the Term B-1 Loan to be made by such Lender hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of each Lender’s Term B-1 Commitment is set forth in Schedule I to the Amendment Agreement or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Term B-1 Commitment, as applicable. The initial aggregate amount of the Lenders’ Term B-1 Commitments is $591.25 million.

          “Term B-1 Lender” means a Lender with a Term B-1 Commitment or an outstanding Term B-1 Loan, in its capacity as such.

          “Term B-1 Loan Maturity Date” means September 30, 2013.

          “Term B-1 Loans” means the Loans made pursuant to clause (i) of Section 2.01(a).

          “Term B-2 Lender” means a Lender with an outstanding Term B-2 Loan, in its capacity as such.

          “Term B-2 Loan Maturity Date” means September 30, 2016.

          “Term B-2 Loans” means the Term B-1 Loans that are converted to Term B-2 Loans on the Amendment No. 3 Effective Date.

          “Term Loans” means the Term B-1 Loans, the Term B-2 Loans and the Add-On Term Loans., and “Term Loan” means any one of them.

          “Terminated Lender” has the meaning assigned thereto in Section 2.20.

          “Test Period” means (i) for each covenant contained in Section 6.13, the four consecutive complete Fiscal Quarters of the Borrower then last ended and (ii) for all other provisions in this Agreement, the four consecutive complete Fiscal Quarters of the Borrower ended as of the time indicated. Compliance with such covenants shall be tested, as of the end of each Test Period, on the date on which the financial statements pursuant to Section 5.01(a) or (b) have been, or should have been, delivered for the applicable fiscal period.

          “Total Leverage Ratio” means, at any date, the ratio of (a) Consolidated Indebtedness as of such date to (b) Consolidated EBITDA for the Test Period most recently ended.

          “Total Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.

          “Transferee” has the meaning assigned to such term in Section 2.16.

          “Transferred Asset Ownership Class” has the meaning set forth in the Boeing Trust Agreement.

          “Trust Agreements” means collectively the Boeing Trust Agreement and the TBC Trust Agreement.

          “Trusts” has the meaning set forth in Section 3.25.

          “Type,” when used in respect of any Loan or Borrowing, refers to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “Rate” shall include the Adjusted LIBO Rate and the Alternate Base Rate.

          “UCC” means the Uniform Commercial Code as in effect in the applicable state or jurisdiction.

          “U.K. Acquisition” shall mean the acquisition by the U.K. Subsidiary of the Aerostructures business of BAE Systems plc for an aggregate purchase price not to exceed £80,000,000 plus the amount of any working capital adjustment payable pursuant to the acquisition documentation relating thereto and any normal utility and property tax adjustments associated with the purchase of real property.

          “U.K. Subsidiary” shall mean Spirit AeroSystems (Europe) Limited, a corporation organized under the laws of the United Kingdom.

          “Unrefunded Swingline Loans” has the meaning assigned thereto in Section 2.04(c).

          “U.S. Taxpayer Lender” has the meaning assigned to such term in Section 2.16.

          “US LLC 1” has the meaning assigned to such term in Section 6.05(xvi).

          “US LLC 2” has the meaning assigned to such term in Section 6.05(xvi).

          “Voting Stock” means, with respect to any Person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such Person.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each scheduled installment, sinking fund, serial maturity or other required payment of principal including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

          “Welfare Plan” means a “welfare plan,” as such term is defined in Section 3(1) of ERISA, that is maintained or contributed to by a Loan Party or any Subsidiary or with respect to which a Loan Party or any Subsidiary could incur liability.

          “Wholly Owned Subsidiary” means, as to any Person, (a) any corporation 100% of whose Voting Stock (other than directors’ qualifying shares) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person own 100% of the Voting Stock of such Person at such time.

          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g.,

a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Credit Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Credit Borrowing”).

          SECTION 1.03. Terms Generally. (a) The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document means such document as amended, restated, supplemented or otherwise modified from time to time and (ii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that for purposes of determining compliance with the covenants contained in Article VI, all accounting terms herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP as in effect on the Original Effective Date and applied on a basis consistent with the application used in the financial statements referred to in Section 3.06; provided that the Borrower shall provide the Lenders a reasonably detailed reconciliation along with any financial statements delivered pursuant to Section 5.01(a) or (b) reconciling such financial statements to GAAP used in the financial statements referred to in Section 3.06.

          (b) If any payment under this Agreement or any other Loan Document shall be due on any day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and in the case of any payment accruing interest, interest thereon shall be paid for the period of such extension.

     SECTION 1.04. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that by its terms provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II

THE CREDITS

          SECTION 2.01. Credit Commitments. (a) Subject to the terms and conditions hereof, (i) each Term B-1 Lender severally agrees to make a Term B-1 Loan in Dollars to the Borrower on the Amendment Effective Date in a principal amount not exceeding its Term B-1 Commitment (it being understood that Term B-1 Lenders under the Original Credit Agreement that execute and deliver the Amendment Agreement are converting their Term B Loans under the Original Credit Agreement into Term B-1 Loans hereunder) and (ii) each Revolving Lender severally agrees to make Revolving Loans in Dollars to the Borrower from time to time during the Revolving Credit Commitment Period. Each Extending Term Lender that executes and delivers Amendment No. 3 agrees that they are converting their Term B-1 Loans into Term B-2 Loans hereunder. Subject to Section 2.21(a)(ii), on the effective date of the applicable Add-On Term Loan Lender Joinder Agreement, each Add-On Term Loan Lender severally agrees to make its portion of a term loan (the “Add-On Term Loan”) in a single advance to the Borrower in the amount of its respective Add-On Term Loan Commitment as set forth in the Add-On Term Loan Lender Joinder Agreement. Amounts repaid or prepaid in respect of Term B-1 Loans, the Term B-2

Loans or the Add-On Term Loans may not be reborrowed. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. Notwithstanding anything to the contrary contained in this Agreement, in no event may Revolving Loans be borrowed under this Article II if, after giving effect thereto (and to any concurrent repayment or prepayment of Loans), (i) the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment then in effect or (ii) the Revolving Credit Exposure of any Revolving Lender would exceed such Revolving Lender’s Revolving Credit Commitment.

          (b) The Revolving Loans, Term B-1 Loans, Term B-2 Loans and Add-On Term Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.03.

          (c) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

          SECTION 2.02. Procedure for Borrowing. (a) The Borrower may borrow under the Revolving Credit Commitments (subject to the limitations in Section 2.01(a)) and the Borrower may borrow the Term B-1 Commitments by giving the Administrative Agent notice substantially in the form of Exhibit B (a “Borrowing Request”), which notice must be received by the Administrative Agent prior to (a) 11:00 a.m., New York City time, three Business Days prior to the requested Borrowing Date, in the case of a Eurodollar Borrowing, or (b) 11:00 a.m., New York City time, on the Business Day prior to the requested Borrowing Date, in the case of an ABR Borrowing. The Borrowing Request from the Borrower for each Borrowing shall specify (i) whether the requested Borrowing is to be a Revolving Credit Borrowing or a Term B-1 Borrowing, (ii) the amount to be borrowed, (iii) the requested Borrowing Date (which must be the Amendment Effective Date, in the case of a Term B-1 Borrowing), (iv) whether the Borrowing is to be of Eurodollar Loans or ABR Loans, (v) if the Borrowing is to be of Eurodollar Loans, the length of the initial Interest Period therefor, and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of this Agreement. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding the foregoing, all Borrowings on the Original Effective Date shall be ABR Loans.

          (b) Each Borrowing shall be in a minimum aggregate principal amount of (i) in the case of a Term B-1 Borrowing, $5.0 million or an integral multiple of $1.0 million in excess thereof or (ii) in the case of a Revolving Credit Borrowing, $1.0 million or an integral multiple of $1.0 million in excess thereof or, if less, the aggregate amount of the then Available Revolving Credit Commitments.

          (c) Upon receipt of the Term B-1 Borrowing Request, the Administrative Agent shall promptly notify each Term B-1 Lender of the aggregate amount of the Term B-1 Borrowing and of the amount of such Term B-1 Lender’s pro rata portion thereof, which shall be based on their respective Term B-1 Commitments. Each Term B-1 Lender will make the amount of its pro rata portion of the Term B-1 Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 10.01 prior to 10:00 a.m., New York City time, on the Original Effective Date in funds immediately available to the Administrative Agent. Amounts so

received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Term B-1 Lenders and in like funds as received by the Administrative Agent.

          (d) Upon receipt of a Revolving Credit Borrowing Request, the Administrative Agent shall promptly notify each Revolving Lender of the aggregate amount of such Revolving Credit Borrowing and of the amount of such Revolving Lender’s pro rata portion thereof, which shall be based on the respective Available Revolving Credit Commitments of all the Revolving Lenders. Each Revolving Lender will make the amount of its pro rata portion of each such Revolving Credit Borrowing available to the Administrative Agent for the account of the Borrower at the New York office of the Administrative Agent specified in Section 10.01 prior to 12:00 p.m., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent; provided that if on the Borrowing Date of any Revolving Loans to be made to the Borrower, any Swingline Loans made to the Borrower or LC Disbursements for the account of the Borrower shall be then outstanding, the proceeds of such Revolving Loans shall first be applied to pay in full such Swingline Loans or LC Disbursements, with any remaining proceeds to be made available to the Borrower as provided above; and provided further that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

          SECTION 2.03. Conversion and Continuation Options for Loans. (a) The Borrower may elect from time to time to convert (i) Eurodollar Loans to ABR Loans, by giving the Administrative Agent prior notice of such election not later than 11:00 a.m., New York City time, on the Business Day prior to a requested conversion or (ii) ABR Loans to Eurodollar Loans by giving the Administrative Agent prior notice of such election not later than 11:00 a.m., New York City time, three Business Days prior to a requested conversion; provided that if any such conversion of Eurodollar Loans is made other than on the last day of an Interest Period with respect thereto, the Borrower shall pay any amounts due to the Lenders pursuant to Section 2.17 as a result of such conversion. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All of any part of the outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Revolving Credit Maturity Date, the Term B-1 Loan Maturity Date, the Term B-2 Loan Maturity Date or the Add-On Term Loan Maturity Date, as applicable.

          (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving prior notice to the Administrative Agent, not later than 11:00 a.m., New York City time, three Business Days prior to a requested continuation setting forth the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and continuing and (ii) after the date that is one month prior to the applicable Revolving Credit Maturity Date, the Term B-1 Loan Maturity Date, the Term B-2 Loan Maturity Date or the Add-On Term Loan Maturity Date, as applicable; and provided, further, that if the Borrower shall fail to give any required notice as described above in this Section 2.03 or if such continuation is not permitted pursuant to the preceding proviso, then such Loans shall be automatically converted to ABR Loans on the last day of

such then expiring Interest Period (in which case the Administrative Agent shall notify the Borrower of such conversion).

          (c) In connection with any Eurodollar Loans, there shall be no more than eight Interest Periods outstanding at any time.

          (d) This Section shall not apply to Swingline Loans.

          SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lender may, in its sole discretion and in reliance upon the commitments of the other Lenders set forth herein, make swingline loans (individually, a “Swingline Loan” and collectively, the “Swingline Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in accordance with the procedures set forth in this Section 2.04, provided that (i) the aggregate principal amount of all Swingline Loans shall not exceed $40.0 million (the “Swingline Sublimit”) at any one time outstanding, (ii) the principal amount of any borrowing of any Swingline Loans may not exceed the aggregate amount of the Available Revolving Credit Commitments of all Revolving Lenders immediately prior to such borrowing or result in the Aggregate Revolving Credit Exposure then outstanding exceeding the Total Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Loans be borrowed hereunder if (A)(x) a Default or Event of Default or Event of Termination shall have occurred and be continuing and (y) such Default or Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed under this Section 2.04 may be repaid and, up to but excluding September 30, 2014, reborrowed. All Swingline Loans shall at all times be ABR Loans. The Borrower shall give the Administrative Agent notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, on the requested Borrowing Date) specifying (A) the amount to be borrowed, and (B) the requested Borrowing Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the Swingline Lender of the aggregate amount of such borrowing. Not later than 2:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) and in like funds as received by the Administrative Agent. Each Borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of $500,000 or an integral multiple of $100,000 in excess thereof.

          (b) Notwithstanding the occurrence of any Default or Event of Default or Event of Termination or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Loan shall remain outstanding at 10:00 a.m., New York City time, on the fifth Business Day following the Borrowing Date thereof and if by such time on such fifth Business Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the Borrower pursuant to Section 2.02 requesting that Revolving Loans be made pursuant to Section 2.01 on the immediately succeeding Business Day in an amount at least equal to the aggregate principal amount of such Swingline Loan, nor (ii) any other notice reasonably satisfactory to the Administrative Agent indicating the Borrower’s intent to repay such Swingline Loan on the immediately succeeding Business Day with funds obtained from other sources, the Administrative Agent shall be deemed to have received a notice from the Borrower pursuant to Section 2.02 requesting that ABR Revolving Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in an amount equal to the amount of such Swingline Loan, and the procedures set forth in Section 2.02

shall be followed in making such ABR Revolving Loans; provided that for the purposes of determining each Lender’s Commitment Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such Borrowing shall be deemed to not be outstanding. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan.

          (c) If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04 to repay any Swingline Loan as required by such paragraph, effective on the date such ABR Revolving Loans would otherwise have been made, each Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default or Event of Default, purchase a participating interest in such Swingline Loan (“Unrefunded Swingline Loan”) in an amount equal to the amount of the ABR Revolving Loan which would otherwise have been made pursuant to paragraph (b) of this Section 2.04. Each Revolving Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participations shall be distributed by the Administrative Agent to the Swingline Lender. All payments by the Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be made in accordance with Section 2.13.

          (d) Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to the foregoing paragraphs if a Default or Event of Default or Event of Termination shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing prior to the time such Swingline Loan was made, that such Default or Event of Default or such Event of Termination has occurred and that such Lender will not acquire participations in Swingline Loans made while such Default or Event of Default or such Event of Termination is continuing.

          SECTION 2.05. Optional and Mandatory Prepayments of Loans; Repayments of Loans. (a) Subject to the terms of Section 6.10(c), the Borrower may at any time and from time to time prepay the Loans made to it (subject to compliance with the terms of Section 2.17), in whole or in part, subject to Sections 2.05(e)(iii) and 2.05(g), upon irrevocable notice to the Administrative Agent not later than 12:00 noon, New York City time, two Business Days prior to the date of such prepayment, specifying (i) the date and amount of prepayment, and (ii) the Class of Loans to be prepaid and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof (including in the case of Eurodollar Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans (other than Swingline Loans) shall be (a) in the case of any Term Loan, in an aggregate principal amount of $5.0 million or a whole multiple of $1.0 million in excess thereof and (b) in the case of Revolving Credit Borrowings, in an aggregate principal amount of $1.0 million or a whole multiple of $1.0 million in excess thereof (or in each case, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof).

          (b) In the event and on such occasion that the Aggregate Revolving Credit Exposure exceeds the Total Revolving Credit Commitment, the Borrower shall prepay Revolving Credit Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in the account established with the Administrative Agent pursuant to Section 2.06(j)) in an aggregate amount equal to such excess.

          (c) (i) If the Parent Guarantor or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale (other than the sale or issuance of Equity Interests of the Borrower), 100% of such Net Proceeds shall be applied within two Business Days after receipt thereof toward the prepayment of the Term Loans on a pro rata basis or a prepayment of Revolving Loans as set forth in Section 2.05(e); provided that (x) the Net Proceeds from Asset Sales permitted by Section 6.05 shall not be required to be applied as provided herein on such date if and to the extent that (1) no Event of Default then exists or would arise therefrom and (2) the Borrower delivers an officers’ certificate to the Administrative Agent on or prior to the date of such Asset Sale stating that such Net Proceeds shall be reinvested in Property used or usable in the business of the Borrower and its Subsidiaries in each case within one year following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and (y) if all or any portion of such Net Proceeds not so applied as provided herein is not so used within such one year period, such remaining portion shall be applied on the last day of such period as specified in this Section 2.05(c)(i); provided, further, if the Property subject to such Asset Sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.

          (ii) If the Parent Guarantor or any of its Subsidiaries shall receive proceeds from insurance or condemnation recoveries in respect of any Destruction or any proceeds or awards in respect of any Taking, 100% of the Net Proceeds thereof shall be applied immediately after receipt thereof toward the prepayment of the Term Loans on a pro rata basis or a prepayment of Revolving Loans as set forth in Section 2.05(e) below; provided that (x) such Net Proceeds shall not be required to be so applied to the extent that the Borrower has delivered an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) fund the substitution of other Property used or usable in the business of the Borrower or the Subsidiaries, in each case within one year following the date of the receipt of such Net Proceeds, and (y) if all or any portion of such Net Proceeds not so applied as provided herein is not so used within one year after the date of the receipt of such Net Proceeds, such remaining portion shall be applied on the last day of such period as specified in this Section 2.05(c)(ii); provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitution Property purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.11.

          (iii) If the Parent Guarantor or any of its Subsidiaries shall incur or permit the incurrence of any Indebtedness (including pursuant to debt securities which are convertible into, or exchangeable or exercisable for, any Equity Interest or Equity Rights) (other than Excluded Debt Issuances) (each, a “Debt Incurrence”), 100% of the Net Proceeds thereof shall be applied within two Business Days after receipt thereof toward the prepayment of the Loans in accordance with Section 2.05(e).

          (iv) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow for such Excess Cash Flow Period, the Excess Cash Flow Percentage of such Excess Cash Flow shall be applied, not later than 10 Business Days after the date financial statements with respect to the Fiscal Year then ending are required to be delivered pursuant to Section 5.01(b), toward the prepayment of the Loans in accordance with Section 2.05(e).

          (v) As contemplated by Section 2.21(a)(ii)(X), until such time as the Term B-1 Loans have been repaid in full, the net proceeds received by the Borrower from the Add-On Term Loans

(other than up to $75,000,000 of the Add-On Term Loans which may be used by the Borrower for general corporate purposes) shall be applied by the Borrower upon receipt thereof toward the prepayment of the Term B-1 Loans in accordance with Section 2.05(e).

          (d) (i) The Borrower shall repay the Term B-1 Loans on the consecutive quarterly payment dates set forth below in an aggregate amount equal to the amount specified below for each such payment date.

Payment Date		Installment Amount
December 31, 2010		$	331,304.39
March 31, 2011		$	331,304.39
June 30, 2011		$	331,304.39
September 30, 2011		$	331,304.39
December 31, 2011		$	331,304.39
March 31, 2012		$	331,304.39
June 30, 2012		$	331,304.39
September 30, 2012		$	331,304.39
December 31, 2012		$	31,142,612.65
March 31, 2013		$	31,142,612.65
June 30, 2013		$	31,142,612.65
September 30, 2013		$	31,142,612.65

          (ii) To the extent not previously paid, all Term B-1 Loans shall be due and payable on the Term B-1 Loan Maturity Date.

          (iii) (i) The Borrower shall repay the Term B-2 Loans on the consecutive quarterly payment dates set forth below commencing on December 31, 2010, in an aggregate amount equal to the amount specified below for each such payment date.

		Installment Amount (% of
		principal amount of Term B-2
		Loans outstanding on the
Payment Date		Amendment No. 3 Effective Date
December 31, 2010			0.25	%
March 31, 2011			0.25	%
June 30, 2011			0.25	%
September 30, 2011			0.25	%
December 31, 2011			0.25	%
March 31, 2012			0.25	%
June 30, 2012			0.25	%
September 30, 2012			0.25	%
December 31, 2012			0.25	%
March 31, 2013			0.25	%
June 30, 2013			0.25	%
September 30, 2013			0.25	%
December 31, 2013			0.25	%
March 31, 2014			0.25	%
June 30, 2014			0.25	%
September 30, 2014			0.25	%

		Installment Amount (% of
		principal amount of Term B-2
		Loans outstanding on the
Payment Date		Amendment No. 3 Effective Date
December 31, 2014			0.25	%
March 31, 2015			0.25	%
June 30, 2015			0.25	%
September 30, 2015			0.25	%
December 31, 2015			0.25	%
March 31, 2016			0.25	%
June 30, 2016			0.25	%
September 30, 2016		Outstanding principal balance of Term B-2 Loans

          (iv) To the extent not previously paid, all Term B-2 Loans shall be due and payable on the Term B-2 Loan Maturity Date.

          (v) Any Add-On Term Loans shall be due and payable in installments on the dates and in the amounts set forth in the applicable Add-On Term Loan Lender Joinder Agreement.

          (e) (i) Mandatory prepayments of Loans made pursuant Section 2.05(c)(i), (ii), (iii) and (iv) will be applied to the then outstanding Term Loans on a pro rata basis to reduce the applicable scheduled repayments with respect thereto required under Section 2.05(d) on a pro rata basis among the remaining scheduled repayments of the Term B-1 Loans, the Term B-2 Loans and the Add-On Term Loan. Mandatory prepayments of Term B-1 Loans made pursuant to Section 2.05(c)(v) will be applied to the then outstanding Term B-1 Loans to reduce the scheduled repayments with respect thereto under Section 2.05(d) on a pro rata basis.

          (ii) After all the then outstanding amounts under the Term Loans have been paid in full, mandatory prepayments of Loans required by Section 2.05(c) shall be applied to repay the outstanding Revolving Loans, which prepayment shall also result in the Revolving Credit Commitments being reduced ratably among the Revolving Lenders in accordance with their respective applicable Revolving Credit Commitments (provided that if the aggregate principal amount of Revolving Loans and Swingline Loans then outstanding is less than the amount of such excess (because Letters of Credit constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Secured Parties on terms and conditions reasonably satisfactory to the Administrative Agent).

          (iii) Optional prepayments of Loans shall be applied as elected by the Borrower; provided that optional prepayments of Term Loans shall be applied ratably to the Term Loans to the remaining scheduled amortization payments of the Term B-1 Loans, the Term B-2 Loans and the Add-On Term Loans on a pro rata basis.

          (f) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.05, but for the operation of this Section 2.05(f) (each a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of ABR Loans which are of the Class required to be prepaid, and no Default or Event of Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall deposit funds into the Collateral Account in an amount equal to such excess, and only the outstanding ABR Loans which are of the Class required to be prepaid shall be required to be prepaid on such Prepayment Date, and (ii) on the last day of each Interest Period ending on or after such Prepayment Date in effect with respect to a Eurodollar Loan which is of the Class required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Collateral Account (and liquidate investments held in the Collateral

          Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Collateral Account.

          SECTION 2.06. Letters of Credit.

          (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for the account of the Borrower or any Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time on the Original Effective Date or during the Revolving Credit Commitment Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed $50.0 million and (ii) the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment. With respect to any Letter of Credit which contains any “evergreen” automatic renewal provision, the Issuing Bank shall be deemed to have consented to any such extension or renewal provided that all of the requirements of this Section 2.06 are met and no Default or Event of Default exists at the time such Letter of Credit is issued, extended or renewed. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of cash collateral, satisfactory to the Issuing Bank with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Disbursements as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect. Unless otherwise expressly agreed by the Issuing Bank and the Borrower, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in

the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) September 25, 2014.

          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Revolving Lender’s Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. It is understood and agreed that with respect to any Letters of Credit having an expiry date later than June 23, 2012, only the Extending Revolving Lenders shall have a participation interest in such Letters of Credit (each such participation interest to be based on such Extending Revolving Lender’s Commitment Percentage of only those aggregate Revolving Credit Commitments with a Revolving Credit Maturity Date of September 30, 2014).

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received written notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such written notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such written notice, if such written notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such written notice, if such written notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.02 with respect to Loans made by such Revolving Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or

a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. It is understood and agreed that with respect to any LC Disbursement in respect of any Letter of Credit having an expiry date later than June 23, 2012, only the Extending Revolving Lenders shall have a reimbursement obligation with respect to such Letter of Credit (each such reimbursement obligation to be based on such Extending Revolving Lender’s Commitment Percentage of only those aggregate Revolving Credit Commitments with a Revolving Credit Maturity Date of September 30, 2014).

          (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.06 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC

Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.06, then Section 2.08(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section 2.06 to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Requisite Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in the Collateral Account an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (a) of Section 7.01 or any Event of Default described in clause (i) of Section 7.01. Furthermore, if any Revolving Lender is a Defaulting Lender, upon three (3) Business Days’ notice by the applicable Issuing Bank, the Borrower shall deposit in the Collateral Account, for the sole benefit of such Issuing Bank, an amount in cash equal to each such Issuing Bank’s applicable Fronting Exposure with respect to such Defaulting Lender. Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement and the Borrower hereby grants the Collateral Agent a security interest in respect of each such deposit and the Collateral Account in which such deposits are held. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Collateral Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys deposited in the Collateral Account pursuant to this Section 2.06(j) shall be applied by the Collateral Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount together with interest income (if any) (to the extent not applied as aforesaid) shall be

returned to the Borrower within three Business Days after all Defaults or Events of Default have been cured or waived or after the date on which such Lender is no longer a Defaulting Lender, as applicable.

          SECTION 2.07. Repayment of Loans; Evidence of Debt. (a)(i) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the relevant Lenders in respect of Revolving Credit Borrowings, (A) on June 30, 2012 (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Revolving Loan having a Revolving Credit Maturity Date of June 30, 2012 and that portion of each Swingline Loan outstanding participated in by a Non-Extending Lender pursuant to Section 2.04(c) and (B) on September 30, 2014 (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Revolving Loan having a Revolving Credit Maturity Date of September 30, 2014 and each Swingline Loan made to it by each such Lender, (ii) the Borrower hereby unconditionally promises to pay the Administrative Agent for the account of the Term B-1 Lenders on the Term B-1 Loan Maturity Date (or such earlier date as, and to the extent that, such Term B-1 Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Term B-1 Loan held by each such Term B-1 Lender, (iii) the Borrower hereby unconditionally promises to pay the Administrative Agent for the account of the Term B-2 Lenders on the Term B-2 Loan Maturity Date (or such earlier date as, and to the extent that, such Term B-2 Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Term B-2 Loan held by each such Term B-2 Lender and (iv) the Borrower hereby unconditionally promises to pay the Administrative Agent for the account of the Add-On Term Loan Lenders on the Add-On Term Loan Maturity Date (or such earlier date as, and to the extent that, such Add-On Term Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Add-On Term Loan held by each such Add-On Term Loan Lender,. The Borrower hereby further agrees to pay interest in immediately available funds at the applicable office of the Administrative Agent (as specified in Section 2.13(a)) on the unpaid principal amount of the Revolving Loans, Swingline Loans, Term B-1 Loans, Term B-2 Loans and Add-On Term Loans, as applicable, made to it from time to time from the Original Effective Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.08. All payments required hereunder shall be made in Dollars.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time under this Agreement.

          (c) The Administrative Agent shall maintain the Register pursuant to Section 10.04, and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each such Loan, the Class and Type of each such Loan and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of each such Loan and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of each such Loan and each Lender’s share thereof.

          (d) The entries made in the Register and accounts maintained pursuant to paragraphs (b) and (c) of this Section 2.07 and the Notes maintained pursuant to paragraph (e) of this Section 2.07 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or any

error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

          (e) The Loans of each Class made by each Lender to the Borrower shall, if requested by the applicable Lender (which request shall be made to the Administrative Agent), be evidenced by a single Note duly executed on behalf of the Borrower, in substantially the form attached hereto as Exhibit G-1, G-2, G-3 or G-4, as applicable, with the blanks appropriately filled, payable to the order of such Lender.

          SECTION 2.08. Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) for each day during each Interest Period with respect thereto at a rate per annum equal to:

     (i) in the case of a Eurodollar Revolving Loan, (A) the LIBO Rate determined for such Interest Period, plus (B) the Applicable Rate; or

     (ii) in the case of a Eurodollar Term Loan, (A) the LIBO Rate determined for such Interest Period plus (B) the Applicable Rate.

          (b) Each ABR Loan (including each Swingline Loan) shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, or over a year of 360 days when the Alternate Base Rate is determined by reference to clause (c) of the definition of “Alternate Base Rate”) at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

          (c) If (A) all or a portion of (i) the principal amount of any Loan, (ii) any interest payable thereon or (iii) any Commitment Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity thereof or by acceleration or otherwise) or (B) an Event of Default described in Section 7.01(i) shall be continuing, such overdue amount (in the case of clause (A)) and all Obligations (in the case of clause (B)) shall bear interest at a rate per annum which is (x) in the case of overdue principal (except as otherwise provided in clause (y) below), the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.08 plus 2.00% per annum or (y) in the case of any overdue interest, Commitment Fee or other amount, the rate described in Section 2.08(b) applicable to an ABR Revolving Loan plus 2.00% per annum, in each case from the date of such nonpayment (in the case of clause (A)) or such Event of Default (in the case of clause (B)) to (but excluding) the date on which such amount is paid in full (after as well as before judgment) (in the case of clause (A)) or such Event of Default is cured (in the case of clause (B)).