exv4w1






Exhibit 4.1




Execution Copy




SUPPLEMENTAL INDENTURE




          This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated effective as
of August 11, 2010, among Spirit AeroSystems, Inc., a Delaware
corporation (the “Company”). Spirit
Defense, Inc., a Delaware corporation and a Subsidiary (the “New Guarantor”), the
Guarantors party to the Indenture referred to below (“Existing Guarantors”), and The Bank
of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the
“Trustee”).




W I T  N  E  S  S  E  T  H :




          WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to
the Trustee an Indenture (the “Indenture”), dated as of September 30, 2009, providing for
the issuance of the Company’s Notes (as such term is defined in the Indenture);




          WHEREAS, Section 10.9 of the Indenture provides that each Person (as such term is defined in
the Indenture) that is required to become a Guarantor (as such term is defined in the Indenture)
after the Issue Date (as such term is defined in the Indenture) shall execute and deliver to the
Trustee a supplemental indenture pursuant to which such Person shall become a
Guarantor; and




          WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Company and the Existing
Guarantors are authorized to execute and deliver this Supplemental Indenture to add the New
Guarantor as a Guarantor;




          NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this Supplemental
Indenture mutually covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:




          1. Definitions. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally
with all other Existing Guarantors, to guarantee the Notes and obligations of the Company under the
Indenture and the Notes on the terms, and subject to the conditions, set forth in Article X of the
Indenture and to be bound by all other provisions of the Indenture
applicable to a Guarantor.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby.




          3. Governing Law. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE.




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          4. Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.




          5. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. Delivery of an executed counterpart of a signature page of this
Supplemental Indenture by telecopy or other electronic transmission shall be effective as delivery
of an original manually executed counterpart of this Supplemental Indenture.




          6. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.




[Remainder of Page Intentionally Left Blank; Signatures Commence in Next Page]



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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.




	 	 	 	 	 
	 	The Bank of New York Mellon Trust Company, 

N.A., as Trustee

 	 
	 	By:  	/s/ Sharon McGrath
 	 
	 	 	Name:  	Sharon McGrath 	 
	 	 	Title:  	Vice President 	 
	 
	 	Spirit Defense, Inc.

 	 
	 	By:  	/s/ Douglas Scott
 	 
	 	 	Douglas Scott, President 	 
	 	 	 	 
	 
	 	Spirit AeroSystems, Inc.

 	 
	 	By:  	/s/ Andrew Shact
 	 
	 	 	Andrew Shact, Vice President, Tax 	 
	 	 	 	 
	 
	 	Spirit AeroSystems Holdings, Inc.

 	 
	 	By:  	/s/ Andrew Shact
 	 
	 	 	Andrew Shact, Vice President, Tax 	 
	 	 	 	 
	 
	 	Spirit AeroSystems Finance, Inc.

 	 
	 	By:  	/s/
Michelle A. Russell
 	 
	 	 	Michelle A. Russell, Vice President & Secretary 	 
	 	 	 	 
	 





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	 	Spirit AeroSystems International Holdings, Inc.

 	 
	 	By:  	/s/ Andrew Shact
 	 
	 	 	Andrew Shact, President 	 
	 	 	 	 
	 
	 	Spirit AeroSystems Investco, LLC

 	 
	 	By:  	/s/ Andrew Shact
 	 
	 	 	Andrew Shact, Managing Director 	 
	 	 	 	 
	 
	 	Spirit AeroSystems North Carolina, Inc.

 	 
	 	By:  	/s/ Andrew Shact
 	 
	 	 	Andrew Shact, President 	 
	 	 	 	 
	 
	 	Spirit AeroSystems Operations International, Inc.

 	 
	 	By:  	/s/ Andrew Shact
 	 
	 	 	Andrew Shact, President 	 
	 	 	 	 
	 




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