of Kaye Scholer LLP
EXHIBIT L-2
[Reserved]
EXHIBIT L-3
Form of Opinion of Local Counsel
EXHIBIT M
Form of Solvency Certificate
EXHIBIT N
Form of Mortgage
EXHIBIT P
Form of Section 2.16 Certificate
EXHIBIT R
[Reserved]
EXHIBIT S
[Reserved]
EXHIBIT T
[Reserved]
EXHIBIT U
Form of Restatement Closing Certificate
SCHEDULES
SCHEDULE 1.01(a)
Boeing Agreements
SCHEDULE 1.01(b)
Kansas Bonds Term Sheet
SCHEDULE 1.01(d)
Permitted Holders
SCHEDULE 2.01
Lenders and Commitments
SCHEDULE 3.08
Litigation
SCHEDULE 3.10
Subsidiaries
SCHEDULE 3.11(b)
Leased and Owned Real Property
SCHEDULE 3.11(f)
Mortgaged Property Disposals
SCHEDULE 3.13
ERISA Events
SCHEDULE 3.14(a)
Facilities/Properties Not in Compliance with Environmental Laws
SCHEDULE 3.14(b)
Environmental Claims
SCHEDULE 3.14(c)
Hazardous Materials
SCHEDULE 3.17
Insurance
SCHEDULE 3.21
Indebtedness to Remain Outstanding
SCHEDULE 3.22(d)
Mortgage Filing Offices
SCHEDULE 4.01(e)
Local Counsel
SCHEDULE 4.01(u)(A)
Mortgaged Properties
SCHEDULE 4.01(u)(C)
Title Insurance Amounts
SCHEDULE 6.02(v)
Existing Liens
SCHEDULE 6.05(xii)
Real Property Interest Sales
SCHEDULE 6.04
Existing Investments
SCHEDULE 6.09
Existing Restrictions
-v-
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Second Amended and
Restated Credit Agreement") dated as of November 27, 2006, among SPIRIT
AEROSYSTEMS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS, INC.), a Delaware
corporation (the "Borrower"); SPIRIT AEROSYSTEMS HOLDINGS, INC. (f/k/a
MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC.), a Delaware corporation (the
"Parent Guarantor"); the financial institutions listed on Schedule 2.01, as such
Schedule may from time to time be supplemented and amended (the "Lenders");
CITICORP NORTH AMERICA, INC. ("CNAI"), as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders and as collateral agent
(in such capacity, the "Collateral Agent); CITIGROUP GLOBAL MARKETS INC.
("CGMI"), as sole lead arranger and bookrunner (in such capacity, the "Lead
Arranger"); THE BANK OF NOVA SCOTIA and ROYAL BANK OF CANADA, as co-arrangers
(in such capacity, the "Co-Arrangers") and as co-syndication agents (in such
capacity, the "Co-Syndication Agents"); THE BANK OF NOVA SCOTIA, as Issuing
Bank; and EXPORT DEVELOPMENT CANADA and CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC,
as co-documentation agents (in such capacity, the "Co-Documentation Agents").
WHEREAS, the Borrower, Onex Wind Finance LP, a Delaware limited
partnership (the "Additional Borrower"), the Parent Guarantor, the Lenders, the
Administrative Agent, the Collateral Agent, the Lead Arranger, the Co-Arrangers,
the Co-Syndication Agents and the Issuing Bank originally entered into that
certain Credit Agreement dated as of June 16, 2005 (as amended by that certain
Amended and Restated Credit Agreement dated as of July 20, 2005, that certain
Amendment No. 1 to the Amended and Restated Credit Agreement dated as of
December 11, 2005, and that certain Amendment No. 2 to the Amended and Restated
Credit Agreement, dated as of March 31, 2006, the "Original Credit Agreement")
and (other than Onex Wind Finance LP) are entering into this Second Amended and
Restated Credit Agreement in order to amend and restate the Original Credit
Agreement in its entirety on and subject to the terms and conditions set forth
herein and in the Amendment Agreement dated as of the date hereof (the
"Amendment Agreement") among the Borrower, Parent Guarantor, the Lenders party
thereto, the Administrative Agent, the