exv4w2






Exhibit 4.2




FORM OF 63/4% SENIOR NOTE




(Face of Note)

63/4% Senior Notes due 2020



[Global Notes Legend]


[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]




[Restricted Notes Legend]



[Insert the Restricted Notes Legend, if applicable, pursuant to the provisions of the Indenture]




[Regulation S Global Note Legend]



[Insert the Regulation S Global Note Legend from Section 2.6(e)(iv), if applicable, pursuant to the
provisions of the Indenture]








 









 








SPIRIT AEROSYSTEMS, INC.

63/4% SENIOR NOTES DUE 2020




	 	 	 

	No. ____

	 	144A CUSIP:
	 

	 	144A ISIN:
	 
	 	 
	 

	 	REG S CUSIP:
	 

	 	REG S ISIN:






     Spirit AeroSystems, Inc. promises to pay to Cede & Co., or registered assigns, the principal
sum of            Dollars ($     ) on December 15, 2020.



     Interest Payment Dates: June 15 and December 15, beginning June 15, 2011



     Record Dates: June 1 and December 1



     Reference is made to further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as set forth at this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under
the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



 









 





     In WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.


Dated: November 18, 2010




	 	 	 	 	 
	 	SPIRIT AEROSYSTEMS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes

referred to in the within-mentioned Indenture:

Dated: November 18, 2010




	 	 	 	 	 

	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee	 	 
	 
	 	 	 	 
	By:

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 






 









 






(Reverse of Note)

63/4% Senior Notes due 2020

SPIRIT AEROSYSTEMS, INC.




     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



     (1) Interest.



     (a) Spirit AeroSystems, Inc., a Delaware corporation, or its successor (together, “Spirit”),
promises to pay interest on the principal amount of this Note (the “Notes”) at a fixed rate.
Spirit will pay interest in United States dollars (except as otherwise provided herein)
semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2011 or, if
any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment
Date”). Interest on the Notes (including any Additional Interest, if any) shall accrue from the
most recent date to which interest has been paid or, if no interest has been paid, from and
including November 18, 2010; provided that if there is no existing Default or Event of Default in
the payment of interest, and if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding Interest Payment Date (but after June 15, 2011), interest shall
accrue from such next succeeding Interest Payment Date, except in the case of the original issuance
of the Notes, in which case interest shall accrue from the date of authentication. Spirit shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate
on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in
no event be higher than the maximum rate permitted by New York law as the same may be modified by
United States law of general application.



     (b) Registration Rights Agreement. The Holder of this Note is entitled to the
benefits of a Registration Rights Agreement, dated as of November 18, 2010, among the Issuer, the
Guarantors party thereto and the Initial Purchasers.1



     (2) Method of Payment. Spirit will pay interest on the Notes (except defaulted
interest) on the applicable Interest Payment Date to the Persons who are registered Holders of the
Notes at the close of business on the June 1 immediately preceding each Interest Payment Date
occurring on June 15 and on the December 1 immediately preceding each Interest Payment Date
occurring on December 15, even if such Notes are cancelled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes shall be payable as to principal, premium and interest at the office
or agency of Spirit maintained for such purpose within or without the City and State of





 




			
	1	 	To be included only in the Initial Notes on the
Issue Date and any Additional Notes that bear the Restricted Notes Legend.




 









 









New York, or, at the option of Spirit, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that payment by wire
transfer of immediately available funds shall be required with respect to principal of, premium, if
any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided
written wire transfer instructions to Spirit and the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.




     Any payments of principal of and interest on this Note prior to Stated Maturity shall be
binding upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount
due and payable at the maturity of this Note shall be payable only upon presentation and surrender
of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.



     (3) Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company,
N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. Spirit may change
any Paying Agent or Registrar without notice to any Holder. Spirit or any of its Restricted
Subsidiaries may act in any such capacity.



     (4) Indenture. Spirit issued the Notes under an Indenture, dated as of November 18,
2010 (the “Indenture”), among Spirit, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made a part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”). To the extent
the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture
shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes issued on the Issue Date are senior
unsecured Obligations of Spirit limited to $300,000,000 in aggregate principal amount. The
Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.



     The payment of principal and interest on the Notes is unconditionally guaranteed on a senior
basis by the Guarantors.



     (5) Optional Redemption.



     (a) At any time prior to December 15, 2015, the Issuer may, on one or more occasions, redeem
all or any portion of the Notes, upon not less than 30 nor more than 60 days’ notice, at a
redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable
Premium as of the date of redemption, including accrued and unpaid interest to the redemption date.



     (b) The Notes are subject to redemption, at the option of the Issuer, in whole or in part, at
any time on or after December 15, 2015 upon not less than 30 nor more than 60 days’ notice at the
following Redemption Prices (expressed as percentages of the principal amount to be redeemed) set
forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date
(subject to the right of Holders of record on the relevant regular record date to



 









 




receive interest due on an interest payment date that is on or prior to the redemption date),
if redeemed during the 12-month period beginning on December 15 of the years indicated below:




	 	 	 	 	 
	Year	 	Redemption Price
	 
	 	 	 	 
	2015
	 	 	103.375	%
	2016
	 	 	102.250	%
	2017
	 	 	101.125	%
	2018 and thereafter
	 	 	100.000	%






     (c) Prior to December 15, 2013, the Issuer may, with the net proceeds of one or more Qualified
Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes
(including Additional Notes) at a Redemption Price equal to 106.750% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that
at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains
outstanding immediately after the occurrence of any such redemption (excluding Notes held by
Holdings, Spirit or its Subsidiaries) and that any such redemption occurs within 90 days following
the closing of any such Qualified Equity Offering.



     (6) Mandatory Redemption. Spirit shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.



     (7) Repurchase at Option of Holder.



     (a) Upon the occurrence of a Change of Control, an Offer to Purchase for all of the
outstanding Notes is required to be made at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon to but not including the date of
purchase. Within 60 days following any Change of Control, a notice is required to be mailed or
delivered to each Holder describing the transaction or transactions that constitute the Change of
Control setting forth the procedures governing the Change of Control Offer required by the
Indenture.



     (b) Following the occurrence of certain Asset Sales, Spirit may be required to offer to
purchase the Notes.



     (c) Holders of the Notes that are the subject of an Offer to Purchase will receive notice of
an Offer to Purchase pursuant to an Asset Sale or a Change of Control prior to any related Purchase
Date and may elect to have such Notes purchased by completing the form titled “Option of Holder to
Elect Purchase” appearing below.



     (8) Notice of Redemption. Notice of redemption shall be delivered at least 30 days before
the redemption date to each Holder of Notes to be redeemed at its registered address. Notes in
denominations larger than $2,000 may be redeemed in part but only in a minimum amount of $2,000
principal amount (and integral multiples of $1,000 in excess thereof), unless all of the Notes held
by a Holder are to be redeemed. On and after the redemption date, interest ceases to accrue on the
Notes or portions hereof called for redemption.




 












 





     (9) Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
The transfer of the Notes may be registered and the Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and Spirit may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. Spirit need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of
any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period
between a record date and the corresponding Interest Payment Date.



     (10) Persons Deemed Owners. The registered holder of a Note may be treated as its
owner for all purposes.



     (11) Amendment, Supplement and Waiver. Without the consent of any Holders, Spirit,
the Guarantors and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Indenture and the Note Guarantees, if any, for any of the following
purposes:




     (1) to evidence the succession of another Person to Spirit and the assumption by any
such successor of the covenants of Spirit in the Indenture and the Notes;




     (2) to add to the covenants of Holdings for the benefit of the Holders, or to surrender
any right or power herein conferred upon Holdings;




     (3) to add additional Events of Default;




     (4) to provide for uncertificated Notes in addition to or in place of the certificated
Notes;




     (5) to evidence and provide for the acceptance of appointment under the Indenture by a
successor Trustee;




     (6) to provide for or confirm the issuance of Additional Notes in accordance with the
terms of the Indenture;




     (7) to add a Guarantor or to release a Guarantor in accordance with the Indenture;




     (8) to cure any ambiguity, defect, omission, mistake or inconsistency;




     (9) to make any other provisions with respect to matters or questions arising under the
Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect
the interests of the Holders in any material respect, as determined in good faith by Spirit;




     (10) to conform the text of the Indenture or the Notes to any provision of the
“Description of the Notes” in the Offering Memorandum to the extent that the Trustee



 









 







has received an Officers’ Certificate stating that such text constitutes an unintended
conflict with the description of the corresponding provision in the “Description of the
Notes”; or




     (11) to effect or maintain the qualification of the Indenture under the TIA.



     With the consent of the Holders of not less than a majority in aggregate principal amount of
the outstanding Notes, Spirit, the Guarantors and the Trustee may enter into an indenture or
indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in
any manner the rights of the Holders of the Notes under the Indenture, including the definitions
therein; provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each outstanding Note affected thereby:




     (1) change the Stated Maturity of any Note or of any installment of interest on any
Note, or reduce the amount payable in respect of the principal thereof or the rate of
interest thereon or any premium payable thereon, or reduce the amount that would be due and
payable on acceleration of the maturity thereof, or change the place of payment where, or
the coin or currency in which, any Note or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof, or change the date on which any Notes may be subject to redemption
or reduce the Redemption Price therefor,




     (2) reduce the percentage in aggregate principal amount of the outstanding Notes, the
consent of whose Holders is required for any such supplemental indenture, or the consent of
whose Holders is required for any waiver (of compliance with certain provisions of the
Indenture or certain defaults thereunder and their consequences) provided for in the
Indenture,




     (3) modify the obligations of Spirit to make an Offer to Purchase upon a Change of
Control if such modification was done after the occurrence of such Change of Control,




     (4) modify any provision of the Indenture affecting the ranking of the Notes or any
Note Guarantee in a manner adverse to the Holders of the Notes,




     (5) modify any provision specifying requirements to effect waiver of defaults or
certain covenants, except to increase any such percentage required for such actions or to
provide that certain other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each outstanding Note affected thereby, or




     (6) release any Guarantees required to be maintained under the Indenture (other than in
accordance with the terms of the Indenture).



     The Holders of not less than a majority in aggregate principal amount of the outstanding Notes
may on behalf of the Holders of all the Notes waive any past default under the Indenture and its
consequences, except a default:



 









 






     (1) in any payment in respect of the principal of (or premium, if any) or interest on
any Notes (including any Note which is required to have been purchased pursuant to an Offer
to Purchase which has been made by the Issuer), which default may only be waived in
accordance with Section 6.4 of the Indenture, or




     (2) in respect of a covenant or provision hereof which under the Indenture cannot be
modified or amended without the consent of the Holder of each outstanding Note affected.




(12) Defaults and Remedies. Events of Default include:




     (1) default in the payment in respect of the principal of (or premium, if any, on) any
Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration,
optional redemption or otherwise);




     (2) default in the payment of any interest upon any Note when it becomes due and
payable, and continuance of such default for a period of 30 days;




     (3) failure to perform or comply with the Indenture provisions described under Section
4.3 thereof and continuance of such failure to perform or comply for a period of 120 days
after written notice thereof has been given to Spirit by the Trustee or to Spirit and the
Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding
Notes;




     (4) except as permitted by the Indenture, any Note Guarantee of Holdings or any
Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary), shall for any reason cease to be, or it shall be
asserted by any Guarantor or Spirit not to be, in full force and effect and enforceable in
accordance with its terms;




     (5) default in the performance, or breach, of any covenant or agreement of Holdings or
any Restricted Subsidiary in the Indenture (other than a covenant or agreement a default in
whose performance or whose breach is specifically dealt with in clause (1), (2) (3) or (4)
above), and continuance of such default or breach for a period of 60 days after written
notice thereof has been given to Spirit by the Trustee or to Spirit and the Trustee by the
Holders of at least 25% in aggregate principal amount of the outstanding Notes;




     (6) a default or defaults under any bonds, debentures, notes or other evidences of Debt
(other than the Notes) by Holdings or any Restricted Subsidiary having, individually or in
the aggregate, a principal or similar amount outstanding of at least $50.0 million, whether
such Debt now exists or shall hereafter be created, which default or defaults either (a)
shall have resulted in the acceleration of the maturity of such Debt prior to its express
maturity or (b) shall constitute a failure to pay principal of, or premium on, such Debt
when due and payable after the expiration of any applicable grace period with respect
thereto;



 









 






     (7) the entry against Holdings or any Restricted Subsidiary of a final judgment(s) for
the payment of money in an aggregate amount in excess of $50.0 million (net of amounts
covered by (x) insurance for which the insurer thereof has been notified of such claim and
has not challenged such coverage or (y) valid third party indemnifications for which the
indemnifying party thereof has been notified of such claim and has not challenged such
indemnification), by a court or courts of competent jurisdiction, which judgment(s) remain
undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive
days; or




     (8) (i) Holdings, Spirit, any Restricted Subsidiary that is a Significant Subsidiary or
any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:




     (a) commences a voluntary case,




     (b) consents to the entry of an order for relief against it in an involuntary
case,




     (c) consents to the appointment of a custodian of it or for all or
substantially all of its property,




     (d) makes a general assignment for the benefit of its creditors, or




     (e) generally is not paying its debts as they become due; or




     (ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (a) is for relief against Holdings, Spirit or any Restricted Subsidiary that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, in an involuntary case;




     (b) appoints a custodian of Holdings, Spirit or any Restricted Subsidiary that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary or for all or substantially all
of the property of Holdings, Spirit or any Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary; or




     (c) orders the liquidation of Holdings, Spirit or any Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary;


and the order or decree remains unstayed and in effect for 60 consecutive days.




     If an Event of Default (other than an Event of Default specified in clause (8) above with
respect to Holdings or Spirit) occurs and is continuing, then and in every such case the Trustee or



 









 




the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may
declare the principal of the Notes and any accrued interest on the Notes to be due and payable
immediately by a notice in writing to Spirit (and to the Trustee if given by Holders); provided,
however, that after such acceleration, but before a judgment or decree based on acceleration, the
Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain
circumstances, rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as
provided in the Indenture.




     In the event of a declaration of acceleration of the Notes solely because an Event of Default
described in clause (6) above has occurred and is continuing, the declaration of acceleration of
the Notes shall be automatically rescinded and annulled if the event of default or payment default
triggering such Event of Default pursuant to clause (6) shall be remedied or cured by Holdings or a
Restricted Subsidiary of Holdings or waived by the holders of the relevant Debt within 20 Business
Days after the declaration of acceleration with respect thereto and if the rescission and annulment
of the acceleration of the Notes would not conflict with any judgment or decree of a court of
competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.



     If an Event of Default specified in clause (8) above occurs with respect to Holdings or
Spirit, the principal of and any accrued interest on the Notes then outstanding shall ipso facto
become immediately due and payable without any declaration or other act on the part of the Trustee
or any Holder. For further information as to waiver of defaults, see Article IX of the Indenture.
The Trustee may withhold from Holders notice of any Default (except Default in payment of principal
of, premium, if any, and interest) if the Trustee determines that withholding notice is in the
interest of the Holders to do so.



     (13) Trustee Dealings with Spirit. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for Spirit, the Guarantors
or their respective Affiliates, and may otherwise deal with Spirit, the Guarantors or their
respective Affiliates, as if it were not the Trustee.



     (14) No Recourse Against Others. No director, officer, employee, stockholder, general
or limited partner or incorporator, past, present or future, of Spirit, the Guarantors or any of
their respective Subsidiaries, as such or in such capacity, shall have any personal liability for
any obligations of the Issuer under the Notes, any Guarantee or the Indenture by reason of his, her
or its status as such director, officer, employee, stockholder, general or limited partner or
incorporator. Each Holder of the Notes by accepting the Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuances of the Notes.



     No recourse may, to the full extent permitted by applicable law, be taken, directly or
indirectly, with respect to the obligations of Spirit or the Guarantors on the Notes or under the
Indenture or any related documents, any certificate or other writing delivered in connection
therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner,
beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in
its individual capacity, or (iii) any holder of equity in the Trustee.



 









 





     Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of the Notes.



     (15) Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



     (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     (17) CUSIP, ISIN Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as
a convenience to the Holders. No representation is made as to the accuracy of such numbers either
as printed on the Notes or as contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon.



     (18) THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE
NOTES AND THE NOTE GUARANTEES, IF ANY. EACH OF THE PARTIES HERETO, AND EACH HOLDER OF A NOTE BY
ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY



     Spirit shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:


Spirit AeroSystems, Inc.

3801 South Oliver

Witchita, KS 67210

Facsimile: (316) 523-8814

Attention: Office of the General Counsel







 









 








ASSIGNMENT FORM




     To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to



________________________

(Insert assignee’s soc. sec. or tax I.D. no.)




________________________




________________________




________________________

(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                       
                                           
                       
to transfer this Note on the books of Spirit. The agent may substitute another to act for him.



Date: ________________




	 	 	 	 	 
	 	 	 
	 	Your Signature:  	 	
 	 
	 	(Sign exactly as your name appears on the 	 
	 	face of this Note) 	 
	 


Signature guarantee: _____________________________





     (Signature must be guaranteed by a participant in a recognized signature guarantee medallion
program)



 









 





OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by Spirit AeroSystems, Inc. pursuant to
Section 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the box below:



o Section 4.10     o Section 4.14




     If you want to elect to have only part of the Note purchased by Spirit AeroSystems, Inc.
pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased:



$_____________________




	 	 	 	 	 
	 	 	 
	Date: ________________________ 	Your Signature:  	 	 	 
	 	(Sign exactly as your name appears on the Note) 	 
	 
	 	Tax Identification Number: _________________





Signature guarantee: ________________________





     (Signature must be guaranteed by a participant in a recognized signature guarantee medallion
program)



 









 





CERTIFICATE TO BE DELIVERED UPON

EXCHANGE OR REGISTRATION

OF RESTRICTED NOTES




Spirit AeroSystems, Inc.

3801 South Oliver

Witchita, KS 67210

Facsimile: (316) 523-8814

Attention: Office of the General Counsel




The Bank of New York Mellon Trust Company, N.A.

Corporate Trust Division

2 North LaSalle Street, Suite 1020

Chicago, IL 60602

Facsimile: (402) 496-2014

Attention: Sharon K. McGrath





	     Re: 	 	Spirit AeroSystems, Inc. 63/4% Senior Notes due 2020
CUSIP #






     Reference is hereby made to that certain Indenture dated November 18, 2010 (the “Indenture”)
among Spirit AeroSystems, Inc. (“Spirit”), the Guarantors party thereto and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Indenture.



     This
certificate relates to $______ principal amount of Notes held in (check applicable space) ______
book-entry or ______ definitive form by the undersigned.



     The
undersigned ______ (transferor) (check one box below):




	 	o	 	 hereby requests the Registrar to deliver in exchange for its beneficial interest
in the Global Note held by the Depositary a Note or Notes in definitive, registered form of
authorized denominations and an aggregate principal amount equal to its beneficial interest in such
Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the
Indenture;
	 
	 	o	 	 hereby requests the Trustee to exchange or register the transfer of a Note or
Notes to ______ (transferee).





     In connection with any transfer of any of the Notes evidenced by this certificate occurring
prior to the expiration of the periods referred to in Rule 144(d) under the Securities Act of 1933,
as amended, the undersigned confirms that such Notes are being transferred in accordance with its
terms:



 









 





     CHECK ONE BOX BELOW:




	 	(1)	o 	to Spirit or any of its subsidiaries, subject to Section 2.6 of the Indenture;
or
	 
	 	(2)	o 	inside the United States to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such transfer is being
made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant
to and in compliance with Rule 144A thereunder; or
	 
	 	(3)	o 	outside the United States in an offshore transaction within the meaning of
Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder;
or
	 
	 	(4)	o 	pursuant to an effective registration statement under the Securities Act of
1933, as amended.




 









 











     Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes
evidenced by this certificate in the name of any person other than the registered holder thereof.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Signature 	 
	 	 	 
	 



Signature Guarantee: ___________________________

(Signature must be guaranteed by a participant

in a recognized signature guarantee medallion program)





     TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.



     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding the Issuer as the
undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by Rule 144A.



	 	 	 

	 

	 	[Name of Transferee]
	 
	 	 
	Dated: _______________

	 	_________________________________





NOTICE: To be executed by an executive officer





 









 








SCHEDULE A




SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for other 63/4% Senior Notes have been
made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 	 	 
	 	 	 	 	Amount of	 	 	Amount of	 	 	of this Global Note	 	 	Signature of	 
	 	 	 	 	Decrease in	 	 	Increase in	 	 	Following Such	 	 	Authorized Officer	 
	 	 	 	 	Principal Amount	 	 	Principal Amount	 	 	Decrease (or	 	 	of Trustee or Note	 
	Date of Exchange	 	 	of this Global Note	 	 	of this Global Note	 	 	Increase)	 	 	Custodian