EXHIBIT
      10.1












**GENERAL
      TERMS AGREEMENT**





**between**








**Spirit
      AeroSystems, Incorporated**


**Tulsa
      Facility**





**and**





**LMI
      Aerospace, Incorporated**











**Spirit
      AeroSystems-GTA-T5P2-YB001851**


**Amendment
      1**



















TABLE
      OF CONTENTS


TITLE
      PAGE


TABLE
      OF
      CONTENTS


AMENDMENT
      PAGE


RECITAL
      PAGE





**1.0**
            **DEFINITIONS**
            **6****2.0**
            **ORDERING**
            **7**2.1
            Issuance
                of Orders
            **7**2.2
            Acceptance
                of Orders
            **7**2.3
            Written
                Authorization to Proceed
            **7****3.0**
            **TITLE
                AND RISK OF LOSS**
            **8****4.0**
            **DELIVERY**
            **8**4.1
            Schedule
            **8**4.2
            Reserved
            **9**4.3
            Notice
                of Labor Negotiations
            **9****5.0**
            **ON-SITE
                REVIEW AND RESIDENT REPRESENTATIVES**
            **9**5.1
            Review
            **9**5.2
            Resident
                Representatives
            **9****6.0**
            **CREDIT
                OFFICE VISIBILITY**
            **10****7.0**
            **PACKING
                AND SHIPPING**
            **10**7.1
            General
            **10**7.1.1
            Shipping
                Documentation
            **11**7.1.2
            Insurance
            **11**7.1.3
            Shipping
                Container Labels
            **11**7.1.4
            Carrier
                Selection
            **11**7.1.5
            Invoices
            **11**7.1.6
            Noncompliance
            **11**7.2
            Barcode
                Marking and Shipping
            **12****8.0**
            **QUALITY
                ASSURANCE, INSPECTION, REJECTION, &
ACCEPTANCE**
            **12**8.1
            Controlling
                Document
            **12**8.2
            Seller's
                Inspection
            **12**8.2.1
            Seller's
                Disclosure
            **12**8.2.2
            Seller’s
                Acceptance
            **13**8.3
            Spirit
                AeroSystem, Inc. Inspection and Rejection
            **13**8.4
            Rights
                ofSpirit
                AeroSystem'sCustomers
                and Regulators to Perform Inspections, Surveillance, and
                Testing
            **14**8.5
            Retention
                of Records
            **14**8.6
            Inspection
            **15**8.7
            Reserved
            **15**8.8
            Regulatory
                Approvals
            **15**






2
 
 
 General
                        Terms Agreement
                    
                    LMI
                        Aerospace, Inc.Pro-Forma
                        dated 07-01-05
                    
                    SPIRIT
                        AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                        KEL






**9.0**
            **EXAMINATION
                OF RECORDS**
            **16****10.0**
            **CHANGES**
            **16**10.1
            Changes
                Clause
            **16****11.0**
            **GENERAL
                & INTERNATIONAL REQUIREMENTS**
            **17**11.1
            Language
            **17**11.2
            Currency
            **17**11.3
            Import/Export
            **18****12.0**
            **TERMINATION
                FOR CONVENIENCE**
            **19**12.1
            Basis
                for Termination; Notice
            **19**12.2
            Termination
                Instructions
            **19**12.3
            Seller's
                Claim
            **20**12.4
            Failure
                to Submit a Claim
            **20**12.5
            Partial
                Termination
            **20**12.6
            Product
                Price
            **20**12.7
            Exclusions
                or Deductions
            **21**12.8
            Partial
                Payment/Payment
            **21**12.9
            Seller's
                Accounting Practices
            **21**12.10
            Records
            **21****13.0**
            **CANCELLATION
                FOR DEFAULT**
            **21**13.1
            Events
                of Default
            **21**13.2
            Remedies
            **22****14.0**
            **EXCUSABLE
                DELAY**
            **24****15.0**
            **SUSPENSION
                OF WORK**
            **25****16.0**
            **TERMINATION
                OR WRONGFUL CANCELLATION**
            **25****17.0**
            **ASSURANCE
                OF PERFORMANCE**
            **25****18.0**
            **RESPONSIBILITY
                FOR PROPERTY**
            **26****19.0**
            **LIMITATION
                OF SELLER'S RIGHT TO ENCUMBER ASSETS**
            **26****20.0**
            **PROPRIETARY
                INFORMATION AND ITEMS**
            **27****21.0**
            **COMPLIANCE**
            **28**21.1
            Compliance
                With Laws
            **28**21.2
            Government
                Requirements
            **28**21.3
            Ethic
                Requirements/Code of Conduct
            **28****22.0**
            **INTEGRITY
                IN PROCUREMENT**
            **29****23.0**
            **UTILIZATION
                OF SMALL BUSINESS CONCERNS**
            **29**






3
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











**24.0**
            **SPIRIT
                AEROSYSTEMS' RIGHTS IN SELLER'S PATENTS, COPYRIGHTS, TRADE SECRETS,
                AND
                TOOLING**
            **29****25.0**
            **TERMINATION
                OF AIRPLANE PROGRAM**
            **30**25.1
            Program
                Termination
            **30**25.2
            Termination
                Liability
            **31****26.0**
            **PUBLICITY**
            **31****27.0**
            **PROPERTY
                INSURANCE**
            **31**27.1
            Insurance
            **31**27.2
            Certificate
                of Insurance
            **32**27.3
            Notice
                of Damage or Loss
            **32****28.0**
            **RESPONSIBILITY
                FOR PERFORMANCE**
            **32**28.1
            Subcontracting
            **33**28.2
            Reliance
            **33**28.3
            Assignment
            **33****29.0**
            **NON-WAIVER/PARTIAL
                INVALIDITY**
            **33****30.0**
            **HEADINGS**
            **34****31.0**
            **RESERVED**
            **34****32.0**
            **RESERVED**
            **34****33.0**
            **DISPUTES**
            **34****34.0**
            **RESERVED**
            **34****35.0**
            **TAXES**
            **34**35.1
            Inclusion
                of Taxes in Price
            **34**35.2
            Litigation
            **35**35.3
            Rebates
            **35****36.0**
            **INDUSTRIAL
                PARTICIPATION**
            **35**








4
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL








AMENDMENTS





Amend
              Number
            Description
            Date
            Approval**1**
            **Revised
                Seller’s name on Cover Page, Pages 6 and 36 and Footer (Was: Leonard’s
                Metal, Incorporated; Is: LMI Aerospace,
                Incorporated)**
              
              **Revised
                Section 28.3, Page 33 & 34**
            **03-28-06**
              
              
              
              **03-28-06**
            **KEL/RKF**
              
              
              
              **KEL/RKF**








5
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











GENERAL
      TERMS AGREEMENT








RELATING
      TO








**Spirit
      AeroSystems, Incorporated**


**Tulsa
      Facility**







THIS
      GENERAL TERMS AGREEMENT (“GTA”) is entered into as of *14
      October 2005* , by and
      between ***LMI
      Aerospace, Incorporated*** ,
      a ***Missouri
      State*** corporation, with its principal office *in* ***St.
      Louis, MO*** , ("Seller"), and Spirit
      AeroSystems, Incorporated (Spirit AeroSystems) a
      Delaware corporation . Hereinafter, the Seller and Spirit AeroSystems may be
      referred to jointly as “Parties” hereto.





**Now,
      therefore** ,
      in
      consideration of the mutual covenants set forth herein, the Parties agree as
      follows





AGREEMENTS




**1.0**   **Definitions**






The
      definitions set forth below shall apply to this GTA, any Order, and any related
      Special Business Provisions ("SBP") (collectively "the Agreement"). Words
      importing the singular shall also include the plural and vice
      versa.




A.
            "Customer"
                means any manufacturer, owner, lessee or operator of an aircraft
                or
                commodity, or designee of such manufacturer, owner, lessee or
                operator.




B.
            "FAA"
                means the United States Federal Aviation Administration or any successor
                agency thereto.




C.
            "FAR"
                means the Federal Acquisition Regulations in effect on the date of
                this
                Agreement.




D.
            "Procurement
                Representative" means the individual designated by Spirit AeroSystems
                as
                being primarily responsible for interacting with Seller regarding
                this
                Agreement or any Order.




E.
            "Order"
                means each purchase contract and purchase order issued by Spirit
                AeroSystems and either accepted by Seller under the terms of this
                GTA and
                SBP or issued within Spirit AeroSystems’ authority under this GTA and
                SBP.




6
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











F.
            "Product"
                means goods, including components and parts thereof, services, documents,
                data, software, software documentation and other information or items
                furnished or to be furnished to Spirit AeroSystems under any Order,
                including Tooling, except for Rotating Use Tooling.


G.
            "Tooling"
                means all tooling, used in production or inspection of Products,
                either
                provided to Seller or supplied by Seller whereby Spirit AeroSystems
                agrees
                to pay Seller for the manufacture of the tooling.




**2.0**   **Ordering**






**2.1**   **Issuance
      of Orders**






Spirit
      AeroSystems may issue Orders to Seller from time to time. Each Order shall
      contain a description of the Products ordered, a reference to the applicable
      specifications, drawings or supplier part number, the quantities and prices,
      the
      delivery schedule, the terms and place of delivery and any special
      conditions.




Each
      Order shall be governed by and be deemed to include the provisions of this
      GTA
      and SBP. Any other Order terms and conditions, which conflict with this
      Agreement, do not apply unless specifically agreed to in writing by the Parties.




**2.2**   **Acceptance
      of Orders** ****






Each
      Order is Spirit AeroSystems’ offer to Seller and acceptance is strictly limited
      to its terms, unless specifically agreed to in writing by the Procurement
      Representative of Spirit AeroSystems. Spirit AeroSystems objects to, and is
      not
      bound by, any terms or condition that differs from or adds to the Order.
      Seller's commencement of performance or acceptance of the Order in any manner
      shall conclusively evidence Seller's acceptance of the Order as
      written.


Any
      rejection by Seller of an Order shall specify the reasons for rejection and
      any
      changes or additions that would make the Order acceptable to Seller; provided,
      however, that Seller may not reject any Order for reasons inconsistent with
      the
      provisions of this Agreement or the applicable SBP.




**2.3**   **Written
      Authorization to Proceed**






7
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









Spirit
      AeroSystems’ Procurement Representative may give written or electronic
      authorization to Seller to commence performance before Spirit AeroSystems issues
      an Order. If Spirit AeroSystems’ authorization specifies that an Order will be
      issued, Spirit AeroSystems and Seller shall proceed as if an Order had been
      issued. This Agreement, the applicable SBP and the terms stated in the
      authorization shall be deemed to be a part of Spirit AeroSystems’ offer and the
      Parties shall promptly and in good faith agree on any open Order terms. If
      Spirit AeroSystems does not specify in its authorization that an Order shall
      be
      issued, Spirit AeroSystems’ obligation is strictly limited to the terms of the
      authorization.




If
      Seller
      commences performance before an Order is issued or without receiving Spirit
      AeroSystems’ prior authorization to proceed, such performance shall be at
      Seller's risk and expense.




**3.0**   **Title
      and Risk of Loss**






Except
      as
      otherwise agreed to by the Parties, title to and risk of any loss of or damage
      to the Products shall pass at the F.O.B. or INCOTERM point as specified in
      the
      applicable Order, except for loss or damage thereto resulting from Seller's
      fault or negligence.




**4.0**   **Delivery**






**4.1**   **Schedule**






Seller
      shall strictly adhere to the shipment, delivery or completion schedules
      specified in the Order. In the event of any anticipated or actual delay,
      including but not limited to delays attributed to labor disputes, Seller shall:
      (i) promptly notify Spirit AeroSystems in writing of the reasons for the delay
      and the actions being taken to overcome or minimize the delay; and (ii) provide
      Spirit AeroSystems with a written recovery schedule. If Spirit AeroSystems
      requests, Seller shall, at Seller’s expense, ship via air or other expedited
      routing to avoid the delay or minimize it as much as possible. Seller shall
      not
      deliver Products prior to the scheduled delivery dates unless authorized by
      Spirit AeroSystems.




Spirit
      AeroSystems shall, at no additional cost to Spirit AeroSystems, retain goods
      furnished in excess of the specified quantity or in excess of any allowable
      overage unless, within forty-five (45) days of shipment, Seller requests return
      of such excess. In the event of such request, Seller shall reimburse Spirit
      AeroSystems for reasonable costs associated with storage and return of excess.




If
      Products are manufactured with reference to Spirit AeroSystems Proprietary
      Information or Materials, Seller agrees that pursuant to the Proprietary
      Information and Items article of this Agreement, it will not sell or offer
      such
      Products for sale to anyone other than Spirit AeroSystems without Spirit
      AeroSystems prior written consent.




8
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**4.2**   **Reserved**






**4.3**   **Notice
      of Labor Negotiations**






When
      requested by Spirit AeroSystems, Seller will provide status on labor contracts
      and pending negotiations, including that of Seller’s subcontractors or
      suppliers, except as may be prohibited by law.




**5.0**   **On-Site
      Review and Resident Representatives**






**5.1**   **Review**






Seller
      hereby grants, and shall cause any of its subcontractors or suppliers to grant,
      to Spirit AeroSystems the right to visit the facility of Seller or any of its
      subcontractors or suppliers during operating hours to review progress and
      performance with respect to production, schedule, cost, quality and protection
      of Spirit AeroSystems’ proprietary rights under any Order. Any Spirit
      AeroSystems representative shall be allowed access to all areas used for the
      performance of the Agreement. Such access shall be subject to the regulations
      of
      any governmental agency regarding admissibility and movement of personnel on
      the
      premises of Seller or any of its subcontractors or suppliers.




Spirit
      AeroSystems shall notify Seller prior to any visit. Such notice shall contain
      the names, citizenship and positions of the visiting personnel and the duration
      and purpose of such visit.




**5.2**   **Resident
      Representatives**






Spirit
      AeroSystems may, in its sole discretion, and for such period, as it deems
      necessary, locate resident personnel ("Resident Team") at Seller's facility
      to
      assist or support Seller. The Resident Team shall function under the direction
      of a resident Spirit AeroSystems manager, if appropriate, or a manager located
      at Spirit AeroSystems who will supervise Resident Team activities.




The
      Resident Team shall be allowed access to or to review, as the case may be,
      all
      work areas, program status reports and management reviews used for or relating
      to Seller's performance of the Agreement.




Seller
      shall supply the Resident Team with office space, desks, facsimile machines,
      telephones, high-speed access to internet services (if available from local
      providers), stationery supplies, filing cabinets, communication facilities,
      secretarial services and




9
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









any
      other items reasonably requested by Spirit
      AeroSystems. A reasonable portion of the Resident Team's working area shall
      be
      dedicated to space for private telephone calls, meetings and similar Spirit
      AeroSystems activities. All costs and expenses for such facilities and services,
      if required, shall be paid by Seller.




Notwithstanding
      such access and review, Seller remains solely responsible for performing in
      accordance with each Order.




**6.0**   **Credit
      Office Visibility (Parent Company Guarantee?)**






If
      requested, Seller shall provide financial data, on a quarterly basis, or as
      requested to the Boeing Corporate Credit Office for credit and financial
      condition reviews. Said data shall include but not be limited to balance sheets,
      schedule of accounts payable and receivable, major lines of credit, creditors,
      income statements (profit and loss), cash flow statements, firm backlog, and
      headcount. Copies of such data are to be made available within 72 hours of
      any
      written request by Boeing’s Corporate Credit Office. Spirit AeroSystems and
      Boeing shall treat all such information as confidential.




**7.0**   **Packing
      and Shipping**






**7.1**   **General**






Seller
      shall pack the Products to prevent damage and deterioration taking into account
      method of shipment, location of shipment and destination of receipt, as well
      as
      time associated with shipment. Seller shall comply with carrier tariffs. Unless
      the Order specifies otherwise, the price for Products sold place of destination
      shall include shipping charges. Unless otherwise specified in the Order,
      Products sold place of origin or shipment shall be forwarded collect. For
      Products shipped domestically, Seller shall make no declaration concerning
      the
      value of the Products shipped, except on the Products where the tariff rating
      is
      dependent upon released or declared value. In such event, Seller shall release
      or declare such value at the maximum value within the lowest rating. Spirit
      AeroSystems may
      charge Seller for damage to or deterioration of any Products resulting from
      improper packing or packaging. Seller
      shall comply with any special instructions stated in the applicable Order.
      Upon
      Spirit AeroSystems’ request, Seller will identify packaging charges showing
      material and labor costs for container fabrication.




10
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**7.1.1**   **Shipping
      Documentation**






Shipments
      by Seller or its subcontractors or suppliers must include packing sheets. Each
      packing sheet must include at a minimum the following: a) Seller's name,
      address, phone number; and supplier code number b) Order and item number; c)
      ship date for the Products; d) total quantity shipped and quantity in each
      container, if applicable; e) legible packing slip number; f) nomenclature;
      g)
      unit of measure; h) “ship to” information if other than Spirit AeroSystems; i)
      warranty data and certification, as applicable; j) rejection tag, if applicable;
      k) Seller's certification that Products comply with Order requirements; and,
      l)
      identification of optional material used, if applicable. A
      shipment containing hazardous and non-hazardous materials must have separate
      packing sheets for the hazardous and non-hazardous materials. Items shipped
      on
      the same day will be consolidated on one bill of lading or airbill, unless Spirit
      AeroSystems ’
      Procurement Representative authorizes otherwise. The shipping documents will
      describe the material according to the applicable classification or tariff
      rating. The total number of shipping containers will be referenced on all
      shipping documents. Originals of all government bills of lading will be
      surrendered to the origin carrier at the time of shipment.




**7.1.2**   **Insurance**






Seller
      will not insure any shipment designated origin or place of shipment unless
      authorized by Spirit
      AeroSystems.




**7.1.3**   **Shipping
      Container Labels**






Seller
      will label each shipping container with the Order number and the number that
      each container represents of the total number being shipped (e.g., Box 1 of
      2,
      Box 2 of 2).




**7.1.4**   **Carrier
      Selection**






Spirit
      AeroSystems will select the carrier and mode of transportation for all shipments
      where freight costs will be charged to Spirit AeroSystems.




**7.1.5**   **Invoices**






Seller
      will include copies of documentation supporting prepaid freight charges (e.g.,
      carrier invoices or shipping log/manifest), if any, with its
      invoices.




**7.1.6**   **Noncompliance**






If
      Seller
      is unable to comply with the shipping instructions in an Order, Seller will
      contact Spirit AeroSystems’ Traffic Management Department or Spirit AeroSystems’
Procurement Representative.




11
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**7.2**   **Barcode
      Marking and Shipping**






For
      Orders from Spirit AeroSystems locations that have approved Seller to utilize
      barcode labeling for shipping and packaging, Seller shall mark and package
      such
      shipments in accordance with the applicable barcode requirements for that
      location. Where approved and pursuant to applicable specifications, Seller
      will
      utilize barcoding technology for part marking Products.




**8.0**   **QUALITY
      ASSURANCE, INSPECTION, REJECTION, & ACCEPTANCE**






**8.1**   **Controlling
      Document**






The
      controlling quality assurance document for Orders shall be as set forth in
      the
      SBP.




**8.2**   **Seller's
      Inspection**






Seller
      shall inspect or otherwise verify that all Products, including those components
      procured from or furnished by subcontractors or suppliers or Spirit AeroSystems,
      comply with the requirements of the Order prior to shipment. Seller shall be
      responsible for all tests and inspections of the Product during receiving,
      manufacture and Seller's final inspection. Seller agrees to furnish copies
      of
      test and/or control data upon request from Spirit AeroSystems’ Procurement
      Representative.




**8.2.1**   **Seller's
      Disclosure**






Seller
      shall provide written notification to Spirit AeroSystems within one business
      day
      when a nonconformance is determined to exist, or is suspected to exist, on
      Product already delivered to Spirit AeroSystems under any Order and the
      following is known:




A.
            Affected
                process or Product number and name




B.
            Description
                of the problem (i.e., what it is and what it should
                be);




C.
            Quantity
                and dates delivered




D.
            Suspect/affected
                serial number(s) or date codes, when
                applicable.




The Seller
      shall notify the Spirit AeroSystems Procurement Representative and the Spirit
      AeroSystems Procurement Quality Assurance Field Representative for the Spirit
      AeroSystems location where the Product was delivered.




If
      the
      nonconforming condition has been previously identified by Spirit
      AeroSystems ,
      using a
      Nonconformance Record or other equivalent means and requesting a corrective
      action response, the Seller shall notify the Spirit
      AeroSystems investigator
      identified on the corrective action request that additional Product is
      affected.




12
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**8.2.2**   **Seller’s
      Acceptance**






Seller
      shall provide with all shipments the following evidence of acceptance by its
      quality assurance department: (a) certified physical and metallurgical or
      mechanical test reports where required by controlling specifications, or (b)
      a
      signed, dated statement on the packing sheet certifying that its quality
      assurance department has inspected the Products and they adhere to all
      applicable drawings and/or specifications.




**8.3**   **Spirit
      AeroSystems’ Inspection and Rejection**






Spirit
      AeroSystems will accept the Products or give Seller notice of rejection or
      revocation of acceptance (“rejection” herein), notwithstanding any payment,
      prior test or inspection, or passage of title. No inspection, test delay or
      failure to inspect or test or failure to discover any defect or other
      nonconformance shall relieve Seller of any obligations under any Order or impair
      any right or remedy of Spirit AeroSystems.




If
      Seller
      delivers non-conforming Products, Spirit AeroSystems may at its option and
      at
      Seller’s expense (i) return the Products for credit or refund; (ii) require
      Seller to promptly correct or replace the Products; (iii) correct the Products;
      or, (iv) obtain replacement Products from another source. These remedies are
      in
      addition to any remedies Spirit AeroSystems may have at law or
      equity.




Seller
      shall not redeliver corrected or rejected goods without disclosing the former
      rejection or requirement for correction. Seller shall disclose any corrective
      action taken. Repair, replacement and other correction and redelivery shall
      be
      completed within the original delivery schedule or such later time as
      Procurement Representatives of Spirit AeroSystems may reasonably
      direct.




All
      costs
      and expenses and loss of value incurred as a result of or in connection with
      nonconformance and repair, replacement or other correction may be recovered
      from
      Seller by equitable price reduction or credit against amounts that may be owed
      to Seller under this Agreement or otherwise.




Acceptance
      of any Product by Spirit AeroSystems following any repair or rework pursuant
      to
      this Section 8.3 shall not alter or affect the obligations of Seller or the
      rights of Spirit AeroSystems under SBP Section 6.1.




13
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**8.4**  **Rights
      of** **Spirit
      AeroSystems** **’
      Customers and Regulators to Perform Inspections, Surveillance, and
      Testing** ****






Spirit
      AeroSystems’ rights to perform inspections, surveillance and tests and to review
      procedures, practices, processes and related documents related to quality
      assurance, quality control, flight safety, and configuration control shall
      extend to the Customers of Spirit AeroSystems that are departments, agencies
      or
      instrumentalities of the United States Government and to the FAA and any
      successor agency or instrumentality of the United States Government. Spirit
      AeroSystems may also, at Spirit AeroSystems’ option, by prior written notice
      from Spirit AeroSystems’ Procurement Representative, extend such rights to other
      Customers of Spirit AeroSystems and to agencies or instrumentalities of other
      governments equivalent in purpose to the FAA. Seller shall cooperate with any
      such United States Government or Spirit AeroSystems directed inspection,
      surveillance, test or review without additional charge to Spirit AeroSystems.
      Nothing in any Order shall be interpreted to limit United States Government
      access to Seller's facilities pursuant to law or regulation.




Where
      Seller is located in or subcontracts with a supplier or subcontractor located
      in
      a country which does not have a bilateral airworthiness agreement with the
      United States, Seller will obtain and maintain on file and require its affected
      supplier(s) or subcontractor(s) to obtain and maintain on file, subject to
      review by Spirit AeroSystems, a letter from the applicable government where
      the
      Product or subcontracted element is to be manufactured stating that Spirit
      AeroSystems and the FAA will be granted access to perform inspections,
      surveillance and tests and to review procedures, practices, processes and
      related documents related to quality assurance, quality control, flight safety,
      and configuration control.




**8.5**   **Retention
      of Records**






Seller
      shall maintain, on file at the seller’s facility, Quality records traceable to
      the conformance of product/part numbers delivered to Spirit AeroSystems. Seller
      shall make such records available to regulatory authorities and Spirit
      AeroSystems’ authorized representatives. Seller shall retain such records for a
      period of not less than (7) seven years from the date of shipment under each
      applicable order for all product/part numbers unless otherwise specified on
      the
      order. Seller shall maintain all records related to the current first article
      inspection (FAI) for (7) seven years past final delivery of the last Product
      covered by the FAI.




At
      the
      expiration of such period, Spirit AeroSystems reserves the right to request
      delivery of such records. In the event Spirit AeroSystems chooses to exercise
      this right, Seller shall promptly deliver such records to Spirit AeroSystems
      at
      no additional cost on media agreed to by both parties.




14
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**8.6**   **Inspection**






At
      no
      additional cost to Spirit AeroSystems, Products may be subject to inspection,
      surveillance and test at reasonable times and places, including Seller’s
      subcontractors’ or suppliers’ locations. Spirit AeroSystems will perform
      inspections; surveillance and tests so as not to unduly delay the work. Seller
      shall maintain an inspection system acceptable to Spirit AeroSystems for the
      Products purchased under any Order.




If
      Spirit
      AeroSystems performs an inspection or test on the premises of Seller or its
      subcontractors or suppliers, Seller shall furnish and require its subcontractors
      or suppliers to furnish, without additional charge, reasonable facilities and
      assistance for the safe and convenient performance of these duties.




Seller's
      documentation accompanying the shipment must reflect evidence of this
      inspection.




**8.7**   **Reserved**






**8.8**   **Regulatory
      Approvals**






For
      aircraft regulated by the FAA or non-U.S. equivalent agency, regulatory approval
      may be required for Seller to make direct sales (does not include “direct ship”
sale through Spirit AeroSystems) of modification or replacement parts to
      owners/operators of type-certificated aircraft. Regulatory approval, such as
      Parts Manufacturer Approval (PMA), is granted by the FAA or appropriate non-U.S.
      equivalent regulatory agency. Seller agrees not to engage in any such direct
      sales of Products under this Agreement without regulatory approval. Any breach
      of this provision will be deemed a material breach of this Agreement. For Seller
      proprietary parts, Seller agrees to notify Spirit AeroSystems of application
      for
      PMA or other applicable regulatory approval and subsequent approval or denial
      of
      same. Upon receipt of proof of PMA or other applicable regulatory approval,
      Spirit AeroSystems may list Seller in the Illustrated Parts Catalog as seller
      of
      that part.




15
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**9.0**   **EXAMINATION
      OF RECORDS**






Seller
      shall maintain complete and accurate records showing the sales volume of all
      Products. Such records shall support all services performed, allowances claimed
      and costs incurred by Seller in the performance of each Order, including but
      not
      limited to those factors which comprise or affect direct labor hours, direct
      labor rates, material costs, burden rates and subcontracts. Such records and
      other data shall be capable of verification through audit and analysis by Spirit
      AeroSystems and be available to Spirit AeroSystems at Seller's facility for
      Spirit AeroSystems’ examination, reproduction, and audit at all reasonable times
      from the date of the applicable Order until three (3) years after final payment
      under such Order. Seller shall provide assistance to interpret such data if
      requested by Spirit AeroSystems. Such examination shall provide Spirit
      AeroSystems with complete information regarding Seller's performance for use
      in
      price negotiations with Seller relating to existing or future orders for
      Products, including but not limited to negotiation of equitable adjustments
      for
      changes and termination/obsolescence claims pursuant to GTA Section 10.0. Spirit
      AeroSystems shall treat all information disclosed under this GTA Section as
      confidential, unless required by U.S. Government contracting
      regulation(s).




**10.0**   **CHANGES**






**10.1**   **Changes
      Clause**






Spirit
      AeroSystems Procurement Representative may, without notice to sureties, in
      writing direct changes within the general scope of this Agreement or an Order
      in
      any of the following: (i) technical requirements and descriptions,
      specifications, statement of work, drawings or designs; (ii) shipment or packing
      methods; (iii) place of delivery, inspection or acceptance; (iv) reasonable
      adjustments in quantities or delivery schedules or both; (v) amount of Spirit
      AeroSystems-furnished property; and, if this contract includes services, (vi)
      description of services to be performed; (vii) time of performance (i.e., hours
      of the day, days of the week, etc.); and (viii) place of performance. Seller
      shall comply immediately with such direction.




16
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









If
      such
      change increases or decreases the cost or time required to perform this
      contract, Spirit AeroSystems and Seller shall negotiate an equitable adjustment
      in the price or schedule, or both, to reflect the increase or decrease. Unless
      otherwise agreed in writing, Seller must assert any claim for adjustment to
      Spirit AeroSystems’ Procurement Representative in writing within twenty-five
      (25) days and deliver a fully supported proposal to Spirit AeroSystems’
Procurement Representative within 60 days after Seller’s receipt of such
      direction. SPIRIT AEROSYSTEMS shall modify the Order in writing accordingly.
      Spirit AeroSystems may, at its sole discretion, consider any claim regardless
      of
      when asserted. If Seller’s claim includes the cost of property made obsolete or
      excess by the change, Spirit AeroSystems may direct the disposition of the
      property. Spirit AeroSystems may examine Seller’s pertinent books and records to
      verify the amount of Seller’s claim. Failure of the Parties to agree upon any
      adjustment shall not excuse Seller from performing in accordance with Spirit
      AeroSystems’ direction.




If
      Seller
      considers that Spirit AeroSystems’ conduct constitutes a change, Seller shall
      notify Spirit AeroSystems’ Procurement Representative immediately in writing as
      to the nature of such conduct and its effect upon Seller’s performance. Pending
      direction from Spirit AeroSystems’ Procurement Representative, Seller shall take
      no action to implement any such change.




**11.0**   **GENERAL
      & INTERNATIONAL REQUIREMENTS** ****






**11.1**   **Language**






The
      Parties hereto have agreed that this Agreement be written in American English
      only. Where Seller resides in Quebec, Canada, les parties aux presentes tes
      ont
      convenu de rediger ce contrat en Anglais seulement. All contractual documents
      and all correspondence, invoices, notices and other documents shall be submitted
      in American English. Any necessary conversations shall be held in English.
      Spirit AeroSystems shall determine whether measurements will be in the English
      or Metric system or a combination of the two systems. When furnishing documents
      to Spirit AeroSystems, Seller shall not convert measurements, which Spirit
      AeroSystems has stated in an English measurement system into the Metric
      system.




**11.2**   **Currency**






Unless
      specified elsewhere herein, all prices shall be stated in and all payments
      shall
      be made in the currency of the United States of America (U.S. Dollars). No
      adjustments to any prices shall be made for changes to or fluctuations in
      currency exchange rates.




17
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**11.3**   **Import/Export**






A.
            In
                performing the obligations of this Agreement, both Parties will comply
                with United States export control and sanctions laws, regulations,
                and
                orders, as they may be amended from time to time, applicable to the
                export
                and re-export of goods, software, technology, or technical data (“Items”)
                or services, including without limitation the Export Administration
                Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”),
                and regulations and orders administered by the Treasury Department’s
                Office of Foreign Assets Control (collectively, “Export Control
                Laws”).




B.
            The
                Party conducting the export shall be responsible for obtaining the
                required authorizations. The Party conducting the re-export shall
                be
                responsible for obtaining the required authorizations. Each Party
                shall
                reasonably cooperate and exercise reasonable efforts to support the
                other
                Party in obtaining any necessary licenses or authorizations required
                to
                perform its obligations under this
                Agreement.




C.
            The
                Party providing any Items under this Agreement shall, upon request,
                notify
                the other Party of the Items’ Export Control Classification Numbers
                (“ECCNs”) as well as the ECCNs of any components or parts thereof if they
                are different from the ECCN of the Item at
                issue.




D.
            Each
                Party represents that (i) the Items, and the parts and components
                thereof,
                it is providing under this Agreement are not “defense articles” as that
                term is defined in 22 C.F.R. § 120.6 of the ITAR and (ii) the
                services it is providing under this Agreement are not “defense services”
                as that term is defined in 22 C.F.R. § 120.9 of the ITAR. The Parties
                acknowledge that this representation means that an official capable
                of
                binding the Party providing such Items knows or has otherwise determined
                that such Items, and the parts and components thereof, are not on
                the
                ITAR’s Munitions List at 22 C.F.R. §121.1. Each Party agrees to reasonably
                cooperate with the other in providing, upon request of the other
                Party,
                documentation or other information that supports or confirms this
                representation.




E.
            To
                the extent that such Items, or any parts or components thereof, were
                specifically designed or modified for a military end use or end user,
                the
                Party providing such Items shall notify the other Party of this fact
                and
                shall also provide the other Party with written confirmation from
                the
                United States Department of State that such Items, and all such parts
                or
                components thereof, are not subject to the jurisdiction of the
                ITAR.




18
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**12.0**   **TERMINATION
      FOR CONVENIENCE**






**12.1**   **Basis
      for Termination; Notice**






Spirit
      AeroSystems may, from time to time terminate all or part of any Order issued
      hereunder, by written notice to Seller. Any such written notice of termination
      shall specify the effective date and the extent of any such
      termination.




**12.2**   **Termination
      Instructions**






On
      receipt of a written notice of termination pursuant to GTA Section 12.1, unless
      otherwise directed by Spirit AeroSystems, Seller shall:




A.
            Immediately
                stop work as specified in the
                notice;




B.
            Immediately
                terminate its subcontracts and purchase orders relating to work
                terminated;




C.
            Settle
                any termination claims made by its subcontractors or suppliers; provided,
                that Spirit AeroSystems shall have approved the amount of such termination
                claims in writing prior to such
                settlement;




D.
            Preserve
                and protect all terminated inventory and
                Products;




E.
            At
                Spirit AeroSystems’ request, transfer title (to the extent not previously
                transferred) and deliver to Spirit AeroSystems or Spirit AeroSystems’
                designee all supplies and materials, work-in-process, Tooling and
                manufacturing drawings and data produced or acquired by Seller for
                the
                performance of this Agreement and any Order, all in accordance with
                the
                terms of such request;




F.
            Be
                compensated for such items to the extent provided in GTA Section
                12.3
                below;




G.
            Take
                all reasonable steps required to return, or at Spirit AeroSystems’ option
                and with prior written approval to destroy, all Spirit AeroSystems
                provided Proprietary Information and Items, as set forth in GTA Section
                20.0, in the possession, custody or control of Seller or any of its
                subcontractors or suppliers;




H.
            Take
                such other action as, in Spirit AeroSystems’s reasonable opinion, may be
                necessary, and as Spirit AeroSystems shall direct in writing, to
                facilitate termination of the Order;
                and




I.
            Complete
                performance of the work not
                terminated.




19
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**12.3**   **Seller's
      Claim**






If
      Spirit
      AeroSystems terminates an Order in whole or in part pursuant to GTA Section
      12.1
      above, Seller shall have the right to submit a written termination claim to
      Spirit AeroSystems in accordance with the terms of this GTA Section 12.3. Such
      termination claim shall be asserted toSpirit AeroSystems within forty-five
      (45)
      days and all documentation supporting said claim must be asserted not later
      than
      six (6) months after Seller's receipt of the termination notice and shall be
      in
      the form prescribed by Spirit AeroSystems. Such claim must contain sufficient
      detail to explain the amount claimed, including detailed inventory schedules
      and
      a detailed breakdown of all costs claimed separated into categories (e.g.,
      materials, purchased parts, finished components, labor, burden, general and
      administrative), and to explain the basis for allocation of all other costs.
      In
      no event shall claims for non-recurring engineering be considered or paid by
      Spirit AeroSystems to Seller. With regard to the amount compensatable to Seller
      under a termination pursuant to GTA Section 12.1 above, Seller shall be entitled
      to compensation in accordance with and to the extent allowed under the terms
      of
      FAR 52-249-2 paragraphs (e)-(i), (Sept 96) (as published in 48 CFR § 52.249-2
      approval 1996; without Alternates, unless alternate clause date is called out
      on
      the Order) which is incorporated herein by reference except "Government" and
      "Contracting Officer" shall mean Spirit AeroSystems, "Contractor" shall mean
      Seller and "Contract" shall mean Order.




Seller
      shall indemnify Spirit AeroSystems and hold Spirit AeroSystems harmless from
      and
      against (i) any and all claims, suits and proceedings against Spirit AeroSystems
      by any subcontractor or supplier of Seller in respect of any such termination
      and (ii) any and all costs, expenses, losses and damages incurred by Spirit
      AeroSystems in connection with any such claim, suit or proceeding.




**12.4**   **Failure
      to Submit a Claim**






Notwithstanding
      any other provision of this GTA Section 12.0, if Seller fails to submit a
      termination claim within the time period set forth above, Seller shall be barred
      from submitting a claim and Spirit AeroSystems shall have no obligation for
      payment to Seller under this GTA Section 12.0 except for those Products
      previously delivered and accepted by Spirit AeroSystems.




**12.5**   **Partial
      Termination**






Any
      partial termination of an Order shall not alter or affect the terms and
      conditions of the Order or any Order with respect to Products not
      terminated.




**12.6**   **Product
      Price**






Termination
      under this GTA Section 12.0 shall not result in any change to unit prices for
      Products not terminated.




20
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**12.7**   **Exclusions
      or Deductions**






The
      following items shall be excluded or deducted from any claim submitted by
      Seller:




A.
            All
                unliquidated advances or other payments made by Spirit AeroSystems
                to
                Seller pursuant to a terminated
                Order;




B.
            Any
                claim which Spirit AeroSystems has against
                Seller;




C.
            The
                agreed price for scrap allowance;




D.
            Except
                for normal spoilage and any risk of loss assumed by Spirit AeroSystems,
                the agreed fair value of property that is lost, destroyed, stolen
                or
                damaged.




**12.8**   **Partial
      Payment/Payment**






Payment,
      if any, to be paid under this GTA Section 12.0 shall be made thirty (30) days
      after settlement between the parties or as otherwise agreed to between the
      parties. Spirit AeroSystems may make partial payments and payments against
      costs
      incurred by Seller for the terminated portion of the Order. If the total
      payments exceed the final amount determined to be due, Seller shall repay the
      excess to Spirit AeroSystemsupon demand.




**12.9**   **Seller's
      Accounting Practices**






Spirit
      AeroSystems and Seller agree that Seller's "normal accounting practices" used
      in
      developing the price of the Product(s) shall also be used in determining the
      allocable costs at termination. For purposes of this GTA Section 12.9, Seller's
      "normal accounting practices" refers to Seller's method of charging costs as
      a
      direct charge, overhead expense, general administrative expense,
      etc.




**12.10**   **Records**






Unless
      otherwise provided in this Agreement or by law, Seller shall maintain all
      financial records and documents relating to the terminated portion of the Order
      for three (3) years after final settlement of Seller's termination
      claim.




**13.0**   **CANCELLATION
      FOR DEFAULT**






**13.1**   **Events
      of Default**






The
      occurrence of any one or more of the following events shall constitute an "Event
      of Default".




21
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











A.
            Any
                failure by Seller to deliver, when and as required by this Agreement
                or
                any Order, any Product, except as provided in GTA Section 14.0;
                or




B.
            Any
                failure by Seller to provide an acceptable Assurance of Performance
                within
                the time specified in GTA Section 17.0, or otherwise in accordance
                with
                applicable law; or,




C.
            Any
                failure by Seller to perform or comply with any obligation set forth
                in
                GTA Section 20.0;or,




D.
            Seller
                is or has participated in the sale, purchase or manufacture of airplane
                parts without the required approval of the FAA or appropriate non-U.S.
                equivalent regulatory agency; or




E.
            Spirit
                AeroSystems revokes Seller’s Quality Assurance System approval, if
                applicable; or,




F.
            Any
                failure by Seller to perform or comply with any obligation (other
                than as
                described in the foregoing GTA Sections (13.1.A, 13.1.B, 13.1.C,
                13.1.D
                and 13.1.E) set forth in this Agreement and such failure shall continue
                unremedied for a period of ten (10) days or more following receipt
                by
                Seller of notice from Spirit AeroSystems specifying such failure;
                or




G.
            (1)
                the suspension, dissolution or winding-up of Seller's business, (2)
                Seller's insolvency, or its inability to pay debts, or its nonpayment
                of
                debts, as they become due, (3) the institution of reorganization,
                liquidation or other such proceedings by or against Seller or the
                appointment of a custodian, trustee, receiver or similar Person for
                Seller's properties or business, (4) an assignment by Seller for
                the
                benefit of its creditors, or (5) any action of Seller for the purpose
                of
                effecting or facilitating any of the
                foregoing.




**13.2**   **Remedies**






If
      any
      Event of Default shall occur:




A.
            Cancellation


Spirit
      AeroSystems may, by giving written notice to Seller, immediately cancel any
      Order, any SBP or the Agreement, in whole or in part, and Spirit AeroSystems
      shall not be required after such notice to accept the tender by Seller of any
      Products subject to the cancellation.




B.
            Cover


Spirit
      AeroSystems may manufacture, produce or provide, or may engage any other persons
      to manufacture, produce or provide, any Products in substitution for the
      Products to be delivered or provided by Seller. In addition to any other
      remedies or damages available to Spirit AeroSystems hereunder or at law or
      in




22
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











equity,
      Spirit AeroSystems may recover from Seller
      the difference between the price for each such Product and the aggregate
      expense, including, without limitation, administrative and other indirect costs,
      paid or incurred bySpirit AeroSystems to manufacture, produce or provide, or
      engage other persons to manufacture, produce or provide, each such
      Product




C.
            Rework
                or Repair


Where
      allowed by the applicable regulatory authority, Spirit AeroSystems or its
      designee may rework or repair any Product in accordance with GTA Section
      8.3;




D.
            Setoff


Spirit
      AeroSystems shall, at its option, have the right to set off against and apply
      to
      the payment or performance of any obligation, sum or amount owing at any time
      to
      Spirit AeroSystems hereunder or under any Order, all deposits, amounts or
      balances held by Spirit AeroSystems for the account of Seller and any amounts
      owed by Spirit AeroSystems to Seller, regardless of whether any such deposit,
      amount, balance or other amount or payment is then due and owing.




E.
            Tooling
                and other Materials


As
      partial compensation for the additional costs which Spirit AeroSystems will
      incur as a result of the transfer of production capabilities from Seller to
      Spirit AeroSystems or Spirit AeroSystems’ designee, Seller shall upon the
      request of Spirit AeroSystems, transfer and deliver to Spirit AeroSystems
      orSpirit AeroSystems‘ designee title to any or all (i) Tooling, (ii) Spirit
      AeroSystems -furnished material, (iii) raw materials, parts, work-in-process,
      incomplete or completed assemblies, and all other Products or parts thereof
      in
      the possession or under the effective control of Seller or any of its
      subcontractors or suppliers (iv) Proprietary Information and Materials of Spirit
      AeroSystems including without limitation planning data, drawings and other
      Proprietary Information and Materials relating to the design, production,
      maintenance, repair and use of Tooling, in the possession or under the effective
      control of Seller or any of its subcontractors or suppliers, in each case free
      and clear of all liens, claims or other rights of any person.







Seller
      shall be entitled to receive from Spirit AeroSystems reasonable compensation
      for
      any item accepted by Spirit AeroSystems which has been transferred to Spirit
      AeroSystems pursuant to this GTA Section 13.2.E (except for any item the price
      of which has been paid to Seller prior to such transfer); provided, however,
      that such compensation shall not be paid directly to Seller, but shall be
      accounted for as a setoff against any damages payable by Seller toSpirit
      AeroSystems as a result of any Event of Default.




F.
            Remedies
                Generally


No
      failure on the part of Spirit AeroSystems in exercising any right or remedy
      hereunder, or as provided by law or in equity, shall impair, prejudice or
      constitute




23
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











a
      waiver
      of any such right or remedy, or shall be construed as a waiver of any Event
      of
      Default or as acquiescence therein. No single or partial exercise of any such
      right or remedy shall preclude any other or further exercise thereof or the
      exercise of any other right or remedy. No acceptance of partial payment or
      performance of any of Seller's obligations hereunder shall constitute a waiver
      of any Event of Default or a waiver or release of payment or performance in
      full
      by Seller of any such obligation. All rights and remedies of Spirit AeroSystems
      hereunder and at law and in equity shall be cumulative and not mutually
      exclusive and the exercise of one shall not be deemed a waiver of the right
      to
      exercise any other. Nothing contained in this Agreement shall be construed
      to
      limit any right or remedy of Spirit AeroSystems now or hereafter existing at
      law
      or in equity.




**14.0**   **EXCUSABLE
      DELAY**






If
      delivery of any Product is delayed by unforeseeable circumstances beyond the
      control and without the fault or negligence of Seller or of its suppliers or
      subcontractors (any such delay being hereinafter referred to as "Excusable
      Delay"), the delivery of such Product shall be extended for a period to be
      determined by Spirit AeroSystems after an assessment by Spirit AeroSystems
      of
      alternative work methods. Excusable Delays may include, but are not limited
      to,
      acts of God, war, terrorist acts, riots, acts of government, fires, floods,
      epidemics, quarantine restrictions, freight embargoes, strikes or unusually
      severe weather, but shall exclude Seller's noncompliance with any legal
      requirement as required by GTA Section 21.0 “Compliance with Laws”. However, the
      above notwithstanding, Spirit AeroSystems expects Seller to continue production,
      recover lost time and support all schedules as established under this Agreement
      or any Order. Therefore, it is understood and agreed that (i) delays of less
      than two (2) days duration shall not be considered to be Excusable Delays unless
      such delays shall occur within thirty (30) days preceding the scheduled delivery
      date of any Product and (ii) if delay in delivery of any Product is caused
      by
      the default of any of Seller's subcontractors or suppliers, such delay shall
      not
      be considered an Excusable Delay unless the supplies or services to be provided
      by such subcontractor or supplier are not obtainable from other sources in
      sufficient time to permit Seller to meet the applicable delivery schedules.
      If
      delivery of any Product is delayed by any Excusable Delay for more than three
      (3) months, Spirit AeroSystems may, without any additional extension, cancel
      all
      or part of any Order with respect to the delayed Products, and exercise any
      of
      its remedies in accordance with GTA Section 13.2, provided however, that Spirit
      AeroSystems shall not be entitled to monetary damages or specific performance
      to
      the extent Seller's breach is the result of an Excusable Delay.








24
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**15.0**   **SUSPENSION
      OF WORK** ****






Spirit
      AeroSystems may at any time, by written order to Seller, require Seller to
      stop
      all or any part of the work called for by any Order for up to one hundred twenty
      (120) days hereafter referred to as a "Stop Work Order" issued pursuant to
      this
      GTA Section 15.0. On receipt of a Stop Work Order, Seller shall promptly comply
      with its terms and take all reasonable steps to minimize the occurrence of
      costs
      arising from the work covered by the Stop Work Order during the period of work
      stoppage. Within the period covered by the Stop Work Order (including any
      extension thereof) Spirit AeroSystems shall either (i) cancel the Stop Work
      Order or (ii) terminate or cancel the work covered by the Stop Work Order in
      accordance with the provisions of GTA Section 12.0 or 13.0. In the event the
      Stop Work Order is canceled by Spirit AeroSystems or the period of the Stop
      Work
      Order (including any extension thereof) expires, Seller shall promptly resume
      work in accordance with the terms of the Agreement.




**16.0**  **TERMINATION
      OR WRONGFUL CANCELLATION**






Spirit
      AeroSystems shall not be liable for any loss or damage resulting from any
      termination pursuant to GTA Section 12.1, except as expressly provided in GTA
      Section 12.3 or any cancellation under GTA Section 13.0 except to the extent
      that such cancellation shall have been determined to have been wrongful, in
      which case such wrongful cancellation shall be deemed a termination pursuant
      to
      GTA Section 12.1 and therefore, Spirit AeroSystems’ liability shall be limited
      to the payment to Seller of the amount or amounts identified in GTA Section
      12.3.




**17.0**   **ASSURANCE
      OF PERFORMANCE**






A.
            Seller
                to Provide Assurance


If
      Spirit
      AeroSystems determines, at any time or from time to time, that it is not
      sufficiently assured of Seller's full, timely and continuing performance
      hereunder, or if for any other reason Spirit AeroSystems has reasonable grounds
      for insecurity, Spirit AeroSystems may request, by notice to Seller, written
      assurance (hereafter an "Assurance of Performance") with respect to any specific
      matters affecting Seller's performance hereunder, that Seller is able to perform
      all of its respective obligations under any Order when and as specified herein.
      Each Assurance of Performance shall be delivered by Seller to Spirit AeroSystems
      as promptly as possible, but in any event no later than ten (10) calendar days
      following Spirit AeroSystems’ request therefore and each Assurance of
      Performance shall be accompanied by any information, reports or other materials,
      prepared by Seller, as Spirit AeroSystems may reasonably request. Except as
      to
      payment for accepted goods, Spirit AeroSystems may suspend all or any part
      of
      Spirit AeroSystems’ performance hereunder until Spirit AeroSystems receives an
      Assurance of Performance from Seller satisfactory in form and substance to
      Spirit AeroSystems.




25
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL













B.
            Meetings
                and Information


Spirit
      AeroSystems may request one or more meetings with senior management or other
      employees of Seller for the purpose of discussing any request by Spirit
      AeroSystems for Assurance of Performance or any Assurance of Performance
      provided by Seller. Seller shall make such persons available to meet with
      representatives of Spirit AeroSystems as soon as may be practicable following
      a
      request for any such meeting by Spirit AeroSystems and Seller shall make
      available to Spirit AeroSystems any additional information, reports or other
      materials in connection therewith as Spirit AeroSystems may reasonably
      request.




**18.0**   **RESPONSIBILITY
      FOR PROPERTY**






Seller
      shall clearly mark, maintain an inventory of, and keep segregated or
      identifiable all of Spirit AeroSystems’ property and all property to which
      Spirit AeroSystems has acquired an interest. Seller assumes all risk of loss,
      destruction or damage of such property while in Seller’s or its subcontractors’
or suppliers’ possession, custody or control. Upon request, Seller shall provide
      Spirit AeroSystems with adequate proof of insurance against such risk of loss.
      Seller shall not use such property other than in performance of an Order without
      prior written consent from Spirit AeroSystems. Seller shall notify Spirit
      AeroSystems’ Procurement Representative if Spirit AeroSystems’ property is lost,
      damaged or destroyed. As directed by SPIRIT Spirit AeroSystems, upon completion,
      termination or cancellation of the agreement or any Order, Seller shall deliver
      such property, to the extent not incorporated in delivered end products, to
      Spirit AeroSystems in good condition subject to ordinary wear and tear and
      normal manufacturing losses. Nothing in this GTA Section 18.0 limits Seller’s
      use, in its direct contracts with the Government, of property in which the
      Government has an interest.




**19.0**   **LIMITATION
      OF SELLER'S RIGHT TO ENCUMBER ASSETS**






Seller
      warrants to Spirit AeroSystems that it has good title to all inventory,
      work-in-process, tooling and materials to be supplied by Seller in the
      performance of its obligations under any Order. Pursuant to the provisions
      of
      such Order, Seller will transfer to Spirit AeroSystems title to such inventory,
      work-in-process, tooling and materials whether transferred separately or as
      part
      of any Product delivered under the Order, free of any liens, charges,
      encumbrances or rights of others.




26
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**20.0**   **PROPRIETARY
      INFORMATION AND ITEMS**






Spirit
      AeroSystems and Seller shall each keep confidential and protect from disclosure
      all (a) confidential, proprietary, and/or trade secret information; (b) tangible
      items containing, conveying, or embodying such information; and (c) tooling
      obtained from and/or belonging to the other in connection with this Agreement
      or
      any Order (collectively referred to as "Proprietary Information and Materials").
      Spirit AeroSystems and Seller shall each use Proprietary Information and
      Materials of the other only in the performance of and for the purpose of this
      Agreement and/or any Order. Provided, however, that despite any other
      obligations or restrictions imposed by this GTA Section 20.0, Spirit AeroSystems
      shall have the right to use, disclose and copy Seller's Proprietary Information
      and Materials for the purposes of testing, certification, use, sale, or support
      of any item delivered under this Agreement, an Order, or any airplane including
      such an item; and any such disclosure by Spirit AeroSystems shall, whenever
      appropriate, include a restrictive legend suitable to the particular
      circumstances. The restrictions on disclosure or use of Proprietary Information
      and Materials by Seller shall apply to all materials derived by Seller or others
      from Spirit AeroSystems provided Proprietary Information and Materials.Upon
      Spirit AeroSystems’ request at any time, and in any event upon the completion,
      termination or cancellation of this Agreement, Seller shall return all of Spirit
      AeroSystems provided Proprietary Information and Materials, and all materials
      derived from Spirit AeroSystems provided Proprietary Information and Materials
      to Spirit AeroSystems or Spirit AeroSystems’ designee unless specifically
      directed otherwise in writing by Spirit AeroSystems. Seller shall not, without
      the prior written authorization of Spirit AeroSystems, sell or otherwise dispose
      of (as scrap or otherwise) any parts or other materials containing, conveying,
      embodying, or made in accordance with or by reference to any Proprietary
      Information and Materials. Prior to disposing of such parts or materials as
      scrap, Seller shall render them unusable. Spirit AeroSystems shall have the
      right to audit Seller's compliance with this GTA Section 20.0. Seller may
      disclose Proprietary Information and Materials of Spirit AeroSystems to its
      subcontractors or suppliers as required for the performance of an Order,
      provided that each such subcontractor first assumes, by written agreement,
      the
      same obligations imposed upon Seller under this GTA Section 20.0 relating to
      Proprietary Informations and Materials; and Seller shall be liable to Spirit
      AeroSystems for any breach of such obligation by such subcontractor. The
      provisions of this GTA Section 20.0 are effective in lieu of, and will apply
      notwithstanding the absence of, any restrictive legends or notices applied
      to
      Proprietary Informations and Materials; and the provisions of this GTA Section
      20.0 shall survive the performance, completion, termination or cancellation
      of
      this Agreement or any Order. This GTA Section 20.0 supersedes and replaces
      any
      and all other prior agreements or understandings between the parties to the
      extent that such agreements or understandings relate to Spirit AeroSystems’
obligations relative to confidential, proprietary, and/or trade secret
      information, or tangible items containing, conveying, or embodying such
      information, obtained from Seller and related to any Product, regardless of
      whether disclosed to the receiving party before or after the effective date
      of
      this Agreement.




27
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**21.0**   **COMPLIANCE**






**21.1**   **Compliance
      With Laws**






Seller
      shall be responsible for complying with all legal requirements, including,
      but
      not limited to the provisions of any statute, ordinance, rule, regulation,
      judgment, decree, order, permit, approval, license or registration applicable
      to
      its performance under this Agreement. Seller shall notify Spirit AeroSystems
      of
      any aspect of Seller’s performance that is prohibited under any legal
      requirements, at the earliest opportunity, but in all events sufficiently in
      advance of Seller performance of such obligation, so as to identify and
      implement alternative methods of performance. Seller shall notify Spirit
      AeroSystems in writing at the earliest possible opportunity of any aspect of
      its
      performance, which becomes subject to any additional legal requirement after
      the
      date of execution of this Agreement or which Seller reasonably believes will
      become subject to additional regulation during the term of this Agreement.
      Seller agrees to indemnify and to hold harmless Spirit AeroSystems from any
      failure by Seller to comply with any legal requirement.





**21.2**   **Government
      Requirements**




If
      any of
      the work to be performed under this Agreement is performed in the United States,
      Seller shall, via invoice or other form satisfactory to Spirit AeroSystems,
      certify that the Products covered by the Order were produced in compliance
      with
      Sections 6, 7, and 12 of the Fair Labor Standards Act (29 U.S.C. 201-291),
      as
      amended, and the regulations and orders of the U.S. Department of Labor issued
      there under. In addition, the following Federal Acquisition Regulations are
      incorporated herein by this reference except "Contractor" shall mean "Seller":
      Other Government clauses, if any, are incorporated herein either by attachment
      to this document or by some other means of reference.




FAR
      52.222-26  "Equal
      Opportunity"


FAR
      52.222-35  "Affirmative
      Action for Disabled Veterans and Veterans of the Vietnam Era”


FAR
      52.222-36  "Affirmative
      Action for Workers with Disabilities”


FAR
      52.247-64  “Preference
      for Privately Owned U.S.-Flagged Commercial Vessels”




**21.3**   **Ethic
      Requirements/Code of Conduct**




Spirit
      AeroSystems  is committed to
      conducting its business fairly, impartially, and in an ethical and proper
      manner. Spirit
      AeroSystems  expectation
      is that Seller will also conduct its business fairly, impartially and in an
      ethical and proper manner. Spirit
      AeroSystems  further
      expects that Seller will have (or will develop) and adhere to a code of ethical
      standards. If Seller has cause to believe that Spirit AeroSystems or any




28
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









employee
      or agent of Spirit AeroSystems has behaved improperly or unethically under
      this
      contract, Seller shall report such conduct to Spirit AeroSystems. Although
      Spirit AeroSystems will not use the failure to report improper or unethical
      behavior as a basis for claiming breach of contract by Seller, Seller is
      encouraged to exert reasonable efforts to report such behavior when
      warranted.




**22.0**   **INTEGRITY
      IN PROCUREMENT**






Seller
      warrants that neither it nor any of its employees, agents or representatives
      have offered or given, or will offer or give any gratuities to Spirit
      AeroSystems’ employees, agents or representatives for the purpose of securing
      any Order or securing favorable treatment under any Order.




**23.0**   **UTILIZATION
      OF SMALL BUSINESS CONCERNS**







Seller
      agrees to actively seek out and provide the maximum practicable opportunities
      for small businesses, small disadvantaged businesses, women-owned small
      businesses, minority business enterprises, historically black colleges and
      universities and minority institutions, historically underutilized business
      zone
      small business concerns and U.S. veteran and service-disabled veteran owned
      small business concerns to participate in the subcontracts Seller awards to
      the
      fullest extent consistent with the efficient performance of this
      contract.




**24.0**  **SPIRIT
      AEROSYSTEMS’ RIGHTS IN SELLER'S PATENTS, COPYRIGHTS, TRADE SECRETS, AND
      TOOLING**






Seller
      hereby grants to Spirit AeroSystems an irrevocable, nonexclusive, paid-up
      worldwide license to practice and/or use, and license others to practice and/or
      use on Spirit AeroSystems’ behalf, all of Seller's patents, copyrights, trade
      secrets (including, without limitation, designs, processes, drawings, technical
      data and tooling), industrial designs, semiconductor mask works, and tooling
      (collectively hereinafter referred to as "Licensed Property") related to the
      development, production, maintenance or repair of Products. Spirit AeroSystems
      hereafter retains all of the aforementioned license rights in Licensed Property,
      but Spirit AeroSystems hereby covenants not to exercise such rights except
      in
      connection with the making, having made, using and selling of Products or
      products of the same kind provided that such Product cannot, in Spirit
      AeroSystems’ sole determination, be reasonably obtained in the required time
      frame at a reasonable price from commercially available sources (including
      Spirit AeroSystems) without the use of Seller’s Licensed Property and if one or
      more of the following situations occur:




A.
            Seller
                discontinues or suspends business operations or the production of
                any or
                all of the Products;




29
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











B.
            Seller
                is acquired by or transfers any or all of its rights to manufacture
                any
                Product to any third party, whether or not related, without Spirit
                AeroSystems’ prior written
                concurrence;




C.
            Spirit
                AeroSystems cancels this Agreement or any Order for cause pursuant
                to GTA
                Section 13.0 herein;




D.
            In
                Spirit AeroSystems’ judgment it becomes necessary, in order for Seller to
                comply with the terms of this Agreement or any Order, for Spirit
                AeroSystems to provide support to Seller (in the form of design,
                manufacturing, or on-site personnel assistance) substantially in
                excess of
                that which Spirit AeroSystems normally provides to its
                suppliers;




E.
            Seller's
                trustee in bankruptcy (or Seller as debtor in possession) fails to
                assume
                this Agreement and all Orders by formal entry of an order in the
                bankruptcy court within sixty (60) days after entry of an order for
                relief
                in a bankruptcy case of the Seller, or Spirit AeroSystems elects
                to retain
                its rights to Licensed Property under the bankruptcy
                laws;




F.
            Seller
                is at any time insolvent (whether measured under a balance sheet
                test or
                by the failure to pay debts as they come due) or the subject of any
                insolvency or debt assignment proceeding under state or non-bankruptcy
                law; or




G.
            Seller
                voluntarily becomes a debtor in any case under bankruptcy law or,
                in the
                event an involuntary bankruptcy petition is filed against Seller,
                such
                petition is not dismissed within thirty (30)
                days.




As
      a part
      of the license granted under this GTA Section 24.0, Seller shall, at the written
      request of Spirit AeroSystems and at no additional cost to SPIRIT AEROSYSTEMS,
      promptly deliver to Spirit AeroSystems any and all Licensed Property considered
      by Spirit AeroSystems to be necessary to satisfy Spirit AeroSystems’
requirements for Products and their substitutes.




**25.0**   **TERMINATION
      OF AIRPLANE PROGRAM**






**25.1**   **Program
      Termination**






The
      parties acknowledge and agree that Spirit AeroSystems may, in its sole
      discretion, terminate all or part of this Agreement, including any Order issued
      hereunder, by written notice to Seller, if Spirit AeroSystems’ Customer decides
      not to initiate or continue production of the program which the Product
      supports, by reason of SPIRIT AEROSYSTEMS’ Customer’s determination that there
      is insufficient business basis for proceeding with such program. In the event
      of
      such a termination, Spirit AeroSystems shall have no liability to Seller except
      as expressly provided in GTA Section 25.2 below.




30
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**25.2**   **Termination
      Liability**






In
      the
      event of a termination of the program as described in 25.1 above, Spirit
      AeroSystems shall have no liability whatsoever to Seller, except to the extent
      of any Orders issued prior to the date of the written notice to Seller
      identified in 25.1 above. Termination of such Orders shall be governed by GTA
      Section 12.0 herein.




**26.0**   **PUBLICITY**






Without
      Spirit AeroSystems’ prior written approval, Seller shall not, and shall require
      that its subcontractors or suppliers shall not, release any publicity,
      advertisement, news release or denial or confirmation of the same, regarding
      any
      Order or Products, or the program to which they may pertain. Seller shall be
      liable to Spirit AeroSystems for any breach of such obligation by any
      subcontractor or supplier.




**27.0**   **PROPERTY
      INSURANCE**






**27.1**   **Insurance**






Seller
      shall obtain and maintain continuously in effect a property insurance policy
      covering loss or destruction of or damage to all property in which Spirit
      AeroSystems does or could have an insurable interest pursuant to this Agreement,
      including but not limited to Tooling, Spirit AeroSystems furnished property,
      raw
      materials, parts, work-in-process, incomplete or completed assemblies and all
      other products or parts thereof, and all drawings, specifications, data and
      other materials relating to any of the foregoing in each case to the extent
      in
      the possession or under the effective care, custody or control of Seller or
      any
      agent, employee, affiliate, subcontractor or supplier of Seller, in the amount
      of full replacement value thereof providing protection against all perils
      normally covered in an "all risk" property insurance policy (including without
      limitation fire, windstorm, explosion, riot, civil commotion, aircraft,
      earthquake, flood or other acts of God). Any such policy shall be with insurers
      reasonably acceptable to Spirit AeroSystems and shall (i) provide for payment
      of
      loss there under to Spirit AeroSystems, as loss payee, as its interests may
      appear and (ii) contain a waiver of any rights of subrogation against Spirit
      AeroSystems, its subsidiaries, and their respective directors, officers,
      employees and agents




31
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**27.2**   **Certificate
      of Insurance**






Upon
      written request from Spirit AeroSystems, Seller shall provide to Spirit
      AeroSystems’ Procurement Representative Certificates of Insurance reflecting
      full compliance with the requirements set forth in GTA Section 27.1. Such
      certificates shall be kept current and in compliance throughout the period
      of
      this Agreement and shall provide for thirty (30) days advanced written notice
      to
      Spirit AeroSystems’ Procurement Representative in the event of cancellation,
      non-renewal or material change adversely affecting the interests of Spirit
      AeroSystems.




**27.3**   **Notice
      of Damage or Loss**




Seller
      shall give prompt written notice to Spirit AeroSystems’ Procurement
      Representative of the occurrence of any damage or loss to any property required
      to be insured herein. If any such property shall be damaged or destroyed, in
      whole or in part, by an insured peril or otherwise, and if no Event of Default
      shall have occurred and be continuing, then Seller may, upon written notice
      to
      Spirit AeroSystems, settle, adjust, or compromise any and all such loss or
      damage not in excess of Two Hundred Fifty Thousand Dollars ($250,000) in any
      one
      occurrence and Five Hundred Thousand Dollars ($500,000) in the aggregate. Seller
      may settle, adjust or compromise any other claim by Seller only after Spirit
      AeroSystems has given written approval, which approval shall not be unreasonably
      withheld.




**28.0**   **RESPONSIBILITY
      FOR PERFORMANCE**







Seller
      shall be responsible for performance of its obligations under this Agreement.
      Seller shall bear all risks of providing adequate facilities and equipment
      to
      perform each Order in accordance with the terms thereof. If any use of any
      facilities or equipment contemplated by Seller for use in performing Orders
      will
      not be available for any reason, Seller shall be responsible for arranging
      for
      similar facilities and equipment at no cost to Spirit AeroSystems, and any
      failure to do so shall not relieve Seller from its obligations.




Seller
      shall notify and obtain written approval from Spirit AeroSystems prior to moving
      work to be performed under this Agreement between Seller’s various facilities.
      Seller shall include as part of its subcontracts those elements of the Agreement
      that protect Spirit AeroSystems’ rights including but not limited to right of
      entry provisions, proprietary information and rights provisions and quality
      control provisions. In addition, Seller shall provide to its subcontractor's
      sufficient information to document clearly that the work being performed by
      Seller's subcontractor is to facilitate performance under this *Agreement* or any
      Order. Sufficient information may include but is not limited to Order number,
      GTA number or the name of Spirit AeroSystems’ Procurement
      Representative.




32
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**28.1**   **Subcontracting**






Seller
      shall maintain complete and accurate records regarding all subcontracted items
      and/or processes. Seller’s use of subcontractors or suppliers shall comply with
      Seller’s quality assurance system approval for said subcontractors or suppliers.
      Unless Spirit AeroSystems’ prior written authorization or approval is obtained,
      Seller may not purchase completed or substantially completed Products. For
      purposes of this GTA Section and this GTA Section only, completed or
      substantially completed Products shall not include components of assemblies
      or
      subassemblies. No subcontracting by Seller shall relieve Seller of its
      obligation under the applicable Order. Utilization of a Spirit AeroSystems
      approved source does not constitute a waiver of Seller's responsibility to
      meet
      all specification requirements.




**28.2**   **Reliance**






Entering
      into this Agreement is in part based upon Spirit AeroSystems’ reliance on
      Seller's ability, expertise and awareness of the intended use of the Products.
      Seller agrees that Spirit AeroSystems and Spirit AeroSystems’ Customers may rely
      on Seller as an expert, and Seller will not deny any responsibility or
      obligation hereunder to Spirit AeroSystems or Spirit AeroSystems’ Customers on
      the grounds that Spirit AeroSystems or Spirit AeroSystems’ Customers provided
      recommendations or assistance in any phase of the work involved in producing
      or
      supporting the Products, including but not limited to Spirit AeroSystems’
acceptance of specifications, test data or the Products.




**28.3**   **Assignment**






*****




**29.0**   **NON-WAIVER/PARTIAL
      INVALIDITY**






Any
      failures, delays or forbearances of Spirit AeroSystems in insisting upon or
      enforcing any provisions of any Order, or in exercising any rights or remedies
      under this Agreement, shall not be construed as a waiver or relinquishment
      of
      any such provisions, rights or remedies; rather, the same shall remain in full
      force and effect. If any provision of any Order is or becomes void or
      unenforceable by law, the remainder shall be valid and enforceable.






*****The
text
      noted by asterisks has been redacted in connection with a request to the
      Securities and Exchange Commission for confidential treatment of such text
      pursuant to Rule 24b-2. A copy of this Agreement including the redacted
      information has been submitted to the Securities and Exchange Commission as
      part
      of such request.




33
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**30.0**   **HEADINGS**






Section
      headings used in this Agreement are for convenient reference only and do not
      affect the interpretation of the Agreement.




**31.0**   **RESERVED**






**32.0**   **RESERVED**






**33.0**   **DISPUTES**






Spirit
      AeroSystems and Seller shall use their best reasonable efforts to resolve any
      and all disputes, controversies, claims or differences between Spirit
      AeroSystems and Seller, arising out of or relating in any way to this GTA or
      its
      performance, including, but not limited to, any questions regarding the
      existence, validity or termination hereof ("Disputes"), through negotiation.
      If
      a Dispute cannot be resolved by the functional representatives of Spirit
      AeroSystems and Seller, it shall be referred up through management channels
      of
      the Parties or their respective designees, for further negotiation.




Any
      dispute that arises under or is related to this Agreement that cannot be settled
      by mutual agreement of the parties shall be resolved only as provided in SBP
      Section 5. Pending final resolution of any dispute, Seller shall proceed with
      performance of this Agreement according to Spirit AeroSystems’ instructions so
      long as Spirit AeroSystems continues to pay amounts not in dispute.




**34.0**   **RESERVED**






**35.0**   **TAXES**






**35.1**   **Inclusion
      of Taxes in Price**






Unless
      this Agreement, specifies otherwise, the price of this contract includes, and
      Seller is liable for and shall pay, all taxes, impositions, charges and
      exactions imposed on or measured by this Agreement and the Orders issued
      hereunder, except for sales or use taxes on sales to Spirit AeroSystems ("Sales
      Taxes") for which Spirit AeroSystems specifically agrees to pay and which are
      separately stated on Seller’s invoice. Prices shall not include any taxes,
      impositions, charges or exactions for which Spirit AeroSystems has furnished
      a
      valid exemption certificate or other evidence of exemption.




34
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL









**35.2**   **Litigation**






In
      the
      event that any taxing authority has claimed or does claim payment for sales
      taxes, Seller shall promptly notify Spirit AeroSystems, and Seller shall take
      such action as Spirit AeroSystems may direct to pay or protest such taxes or
      to
      defend against such claim. The actual and direct expenses, without the addition
      of profit and overhead, of such defense and the amount of such taxes as
      ultimately determined as due and payable shall be paid directly by Spirit
      AeroSystems or reimbursed to Seller. If Seller or Spirit AeroSystems is
      successful in defending such claim, the amount of such taxes recovered by
      Seller, which had previously been paid by Seller and reimbursed by Spirit
      AeroSystems or paid directly by Spirit AeroSystems, shall be immediately
      refunded to Spirit AeroSystems.




**35.3**   **Rebates**






If
      any
      taxes paid by Spirit AeroSystems are subject to rebate or reimbursement, Seller
      shall take the necessary actions to secure such rebates or reimbursement and
      shall promptly refund to Spirit AeroSystems any amount recovered




**36.0**   **INDUSTRIAL
      PARTICIPATION**






To
      the
      exclusion of all others, Spirit AeroSystems or its assignee shall be entitled
      to
      all industrial participation benefits or offset credits which might result
      from
      this Agreement or Order. Seller shall provide documentation or information,
      which Spirit AeroSystems or its assignee may reasonably request to substantiate
      claims for industrial benefits or offset credits. Seller agrees to use
      reasonable efforts to identify the foreign content of goods, which Seller either
      produces itself or procures from other companies for work directly related
      to
      this Agreement. Promptly after selection of a non-U.S. subcontractor or supplier
      for work under this Agreement, Seller shall notify Spirit AeroSystems of the
      name, address, subcontract point of contact (including telephone number) and
      dollar value of the subcontract.





EXECUTED
      in duplicate as of the date and year first set forth above by the duly
      authorized representatives of the Parties.




Spirit
      AeroSystems     SELLER


Spirit
      AeroSystems, Inc.    LMI
      Aerospace, Inc.





*_______________________________*
            *_______________________________**Name:
                K. E. Lyons*
            *Name:**Title:
                Procurement Agent, V*
            *Title:*








35
 
 
 General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL











*Date:*
            
            
            *Date:*





36
    General
                      Terms Agreement
                  
                  LMI
                      Aerospace, Inc.Pro-Forma
                      dated 07-01-05
                  
                  SPIRIT
                      AEROSYSTEMS-GTA-T5P2-YB-001851INITIALS:
                      KEL