of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto in the amount[s]
and equal to the percentage interest[s] identified below of all the outstanding
rights and obligations under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities(2)) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
[the Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] "Assigned
Interest").
Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.
1.
Assignor[s]:
[Assignor [is] [is not] a Defaulting Lender]
2.
Assignee[s]:
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
(1)
Include bracketed language if there are either multiple Assignors or
multiple Assignees.
(2)
Include all applicable subfacilities.
3.
Borrower:
Spirit AeroSystems, Inc., a Delaware
corporation
4.
Administrative Agent: Bank of America,
N.A., as the administrative agent under the Credit Agreement
5.
Credit Agreement:
Credit
Agreement, dated as of April [
], 2012, among the Borrower, the Parent
Guarantor and the other Guarantors identified therein, the Lenders from time to
time party thereto and Bank of America, N.A., as Administrative Agent and
Collateral Agent
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility
Assigned(3)
Aggregate
Amount of
Commitment/Loans
for all Lenders(4)
Amount of
Commitment/Loans
Assigned
Percentage
Assigned of
Commitment/
Loans(5)
CUSIP
Number
$
$
%
$
$
%
$
$
%
[7.
Trade Date:
](6)
Effective Date:
, 20
[TO BE