10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý   Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended March 31, 2006.

¨   Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from _________ to __________.

Commission file number: 000-24293

LMI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

Missouri (State or other jurisdiction of incorporation or organization)	43-1309065 (I.R.S. Employer Identification No.)
3600 Mueller Road St. Charles, Missouri (Address of principal executive offices)	63302-0900 (Zip Code)

(636) 946-6525

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ýNo ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨Accelerated Filer ¨Non-Accelerated Filer ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

On May 8, 2006, there were 11,201,159 shares of our common stock, par value $0.02 per share outstanding.

LMI AEROSPACE, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDING March 31, 2006

PART I. FINANCIAL INFORMATION
		Page No.
Item 1.	Financial Statements (unaudited).
Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005.		3
Condensed Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005.		4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005.		5
Notes to Condensed Consolidated Financial Statements.		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18
Item 4.	Controls and Procedures.	18
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	19
Item 1A.	Risk Factors.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Submission of Matters to a Vote of Security Holders.	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	19
SIGNATURE PAGE		20
EXHIBIT INDEX		21

2

LMI Aerospace, Inc.

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

	March 31, 2006 (Unaudited)			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	23,845		$	35
Trade accounts receivable, net of allowance of $252 at March 31, 2006 and $244 at December 31, 2005		15,810			16,088
Inventories		27,497			25,333
Prepaid expenses and other current assets		1,105			1,205
Deferred income taxes		1,610			1,610
Total current assets		69,867			44,271
Property, plant and equipment, net		18,072			18,162
Goodwill		5,653			5,653
Customer-related intangible assets, net		3,743			3,114
Other assets		754			757
Total assets	$	98,089		$	71,957
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	6,343		$	7,407
Accrued expenses		5,000			6,077
Current installments of long-term debt and capital lease obligations		1,424			1,846
Total current liabilities		12,767			15,330
Long-term debt and capital lease obligations, less current installments		2,328			14,462
Subordinated debt		-			1,000
Deferred income taxes		1,333			1,333
Total long-term liabilities		3,661			16,795
Stockholders’ equity:
Common stock, $.02 par value per share; authorized 28,000,000 shares; issued 11,558,531 shares and 8,797,909 shares at March 31, 2006 and December 31, 2005, respectively		231			176
Preferred stock, $.02 par value per share; authorized 2,000,000 shares; none issued in both periods		-			-
Additional paid-in capital		65,722			26,307
Treasury stock, at cost, 420,032 shares at March 31, 2006 and 433,972 shares at December 31, 2005		(1,993	)		(2,059	)
Retained earnings		17,701			15,408
Total stockholders’ equity		81,661			39,832
Total liabilities and stockholders’ equity	$	98,089		$	71,957

See accompanying notes.

3

LMI Aerospace, Inc.

Condensed Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)

(Unaudited)

	Three Months Ended March 31,
	2006			2005
Net sales	$	29,242		$	23,973
Cost of sales		20,921			18,752
Gross profit		8,321			5,221
Selling, general and administrative expenses		4,201			3,453
Income from operations		4,120			1,768
Other income (expense):
Interest expense, net		(427	)		(420	)
Other, net		2			3
Income before income taxes		3,695			1,351
Provision for income taxes		1,386			507
Net income	$	2,309		$	844
Amounts per common share: Net income per common share	$	0.27		$	0.10
Net income per common share assuming dilution	$	0.27		$	0.10
Weighted average common shares outstanding		8,547,398			8,237,772
Weighted average dilutive common shares outstanding		8,670,549			8,355,744
See accompanying notes.

4

LMI Aerospace, Inc.

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Three Months Ended March 31,
	2006			2005
Operating activities
Net income	$	2,309		$	844
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		916			1,150
Charges for bad debt expense		28			34
Charges for inventory obsolescence and valuation		283			218
Restricted stock compensation		43			-
Gain on sale of equipment		(3	)		-
Changes in operating assets and liabilities:
Trade accounts receivable		250			(2,140	)
Inventories		(2,447	)		(190	)
Prepaid expenses and other assets		96			(107	)
Current and deferred income taxes		(1,594	)		418
Accounts payable		(1,064	)		(606	)
Accrued expenses		517			(69	)
Net cash used by operating activities		(666	)		(448	)
Investing activities
Additions to property, plant and equipment		(685	)		(241	)
Proceeds from sale of Versaform Canada Corporation		-			4
Proceeds from sale of equipment		4			-
Acquisition of Technical Change Associates		(614	)		-
Net cash used by investing activities		(1,295	)		(237	)
Financing activities
Proceeds from public offering		39,268			-
Principal payments on long-term debt and notes payable		(4,658	)		(555	)
Net advances (payments) on revolver		(8,898	)		841
Proceeds from exercise of stock options		59			7
Net cash provided by financing activities		25,771			293
Net increase (decrease) in cash and cash equivalents		23,810			(392	)
Cash and cash equivalents, beginning of year		35			414
Cash and cash equivalents, end of quarter	$	23,845		$	22
Supplemental Disclosures of Cash Flow Information
Interest paid	$	384		$	430
Income taxes paid (refunded), net	$	2,980		$	88

See accompanying notes.

5

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

1. Accounting Policies

Description of Business

LMI Aerospace, Inc. (the “Company”) fabricates, machines, and integrates formed, close tolerance aluminum and specialty alloy components and sheet metal products for use by the aerospace, semiconductor and medical products industries. The Company is a Missouri corporation with headquarters in St. Charles, Missouri. The Company maintains facilities in St. Charles, Missouri; Seattle, Washington; Tulsa, Oklahoma; Wichita, Kansas; Irving, Texas; Sun Valley, California; Vista, California; Savannah, Georgia, and Mexicali, Mexico.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included. Operating results for the three months ending March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission.

Customer Concentration

Direct sales to the Company’s largest customer accounted for 32.9% and 43.6% of the Company’s total revenues at March 31, 2006 and March 31, 2005, respectively.

Direct sales to the Company’s second largest customer accounted for 15.4% and 22.9% of the Company’s total revenues at March 31, 2006 and March 31, 2005, respectively.

Direct sales to the Company’s third largest customer accounted for 8.7% and 8.5% of the Company’s total revenues at March 31, 2006 and March 31, 2005, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates.

6

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

Income Taxes

The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Segment Reporting

During fiscal years ended December 31, 2002 through December 31, 2005, the Tempco location was considered the Machining and Technology segment, a separate operating and reporting segment due primarily to its technology products which are subject to different market risks from the Company’s aerospace products. Although discrete financial information was not available for Tempco’s technology operation, the plant itself was treated as a separate segment, given the relatively significant sales and identifiable assets of its technology products and expected growth at the time. Subsequent to December 31, 2005, however, managment reevaluated the appropriateness of treating Tempco as a separate segment in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, given the growth in the Company’s Sheet Metal segment, as well as changes made to the Company’s organizational structure. Management considered the fact that Tempco’s technology product sales and related identifiable assets, primarily accounts receivable and inventory, are expected to remain at approximately 5% to 6% of the Company’s total sales and assets, respectively. In addition, the chief operating decision-maker now oversees operational assessments and resource allocations on a company-wide basis, and the production processes and products of Tempco are not so dissimilar as to warrant segmentation. Based on the foregoing, management concluded that, effective January 1, 2006, Tempco should no longer be considered a separate segment, and, accordingly, our results are now reported in one segment.

2. Inventories

Inventories consist of the following:

	March 31, 2006		December 31, 2005
Raw materials	$	5,807	$	5,209
Work in progress		7,469		6,480
Finished goods		14,221		13,644
Total inventories	$	27,497	$	25,333

These amounts include reserves for obsolete and slow moving inventory of $1,976 and $1,802 and a reserve for lower of cost or market of $291 and $284 at March 31, 2006 and December 31, 2005, respectively.

7

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

3. Goodwill and Intangible Assets

As required by SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), the Company performs a goodwill impairment test at least annually. A fair value approach is utilized by management regarding projected cash flows and other factors to determine the fair value of the respective assets. If required, an impairment charge is recognized for the amount by which the carrying amount of goodwill exceeds its fair value.

In the fourth quarter of 2005, the Company performed the required annual impairment test under SFAS No. 142 and concluded that the remaining goodwill balance was not further impaired. Goodwill balance was $5,653 at March 31, 2006 and at December 31, 2005.

Customer-Related Intangible Assets

Customer-related intangible assets resulted from the acquisitions of Versaform and Technical Change Associates, Inc. (see Note 8) and have an original estimated useful life of 10 to 15 years. The carrying value at March 31, 2006 and December 31, 2005 were as follows:

	March 31, 2006			December 31,  2005
Gross Amount	$	4,671		$	3,975
Accumulated Amortization		(928	)		(861	)
Intangible assets, net	$	3,743		$	3,114

Customer-related intangible assets amortization expense was $66 for the three months ended March 31, 2006 and March 31, 2005, respectively.

4. Long-Term Debt and Revolving Line of Credit

Long-term debt and revolving line of credit consists of the following:

	March 31,		December 31,
	2006		2005
Term Loans:
Real Estate	$	-	$	3,280
Equipment		3,245		3,540
Revolving line of credit		-		8,899
Notes payable, principal and interest payable monthly, at fixed rates, ranging from 6.99% to 8.88%		507		589
Total debt		3,752		16,308
Less current installments		1,424		1,846
Total	$	2,328	$	14,462
Subordinated notes payable to certain directors, interest payable monthly at 12%	$	-	$	1,000

8

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

Credit Facility

The Company amended its credit facility (the “Amended Facility”) with Wells Fargo Bank, NA during the first quarter of 2006. The Amended Facility increased the total availability under the revolving line of credit to $23.3 million from $18.0 million, subject to a borrowing base calculation, and includes an over-advance capability of up to $3.0 million. The Amended Facility also extends the expiration of the lending agreement through November 2009. In addition, the Amended Facility reduced the interest rates on the equipment and real estate notes to prime plus 0.5% from prime plus 4.0% after the payment of a $50 fee.

The Amended Facility provides the following structure:

·   A revolving line of credit (the “Revolver”) of up to $23,250, subject to a borrowing base calculation. The borrowing base calculation at March 31, 2006 allowed the Company to borrow up to $22,797. The Revolver requires monthly payments of interest at Wells Fargo’s prime lending rate (7.75% at March 31, 2006) and matures on November 15, 2009. On March 29, 2006, the outstanding balance under the Revolver was repaid with proceeds from the Company’s recently completed public offering.

·   An equipment term loan (the “Equipment Loan”) of $4,720 payable monthly over three years in equal monthly principal installments of $98. The Equipment Loan requires monthly interest payments at Wells Fargo’s prime lending rate plus 4%. In January 2006, the rate was reduced to Wells Fargo’s prime lending rate plus 0.5% when the Company paid a fee of $50.

·   A real estate term loan (the “Real Estate Loan”) of $3,645 payable in equal monthly principal installments of $30 over three years, using a ten year amortization table. The Real Estate Loan requires interest at Wells Fargo’s prime lending rate plus 4%. In January 2006, the rate was reduced to Wells Fargo’s prime lending rate plus 0.5% when the Company was able to maintain sufficient liquidity and reduce the borrowing base calculation by $1,800 over the first year of the agreement. On March 29, 2006, the remaining balance was repaid with proceeds from the Company’s recently completed public offering.

Under each of the Revolver, the Equipment Loan and the Real Estate Loan, the Company has an option to fix the interest rate for a period not to exceed 90 days. The Amended Facility is secured by all assets of the Company and requires the Company to meet certain non-financial and financial covenants, including minimum levels of net income and net worth and limits on capital expenditures. As of March 31, 2006, the Company was in compliance with these covenants. The Amended Facility expires on November 15, 2009 and includes prepayment penalties for early termination of the Amended Facility.

In connection with the Company’s prior credit facility, the Company issued an aggregate of $1,000 of subordinated notes to certain of its directors. These subordinated notes provided for no principal payments and quarterly interest payments at 12% per annum and were scheduled to mature on December 31, 2007. On March 29, 2006, the remaining balance of such subordinated notes was repaid with proceeds from the Company’s recently completed public offering.

9

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

Other Notes

The Company entered into various notes payable for the purchase of certain equipment. The notes are payable in monthly installments including interest ranging from 6.99% - 8.88% through January 2009. The notes payable are secured by certain equipment.

5. Earnings Per Common Share

Basic net income per common share is based upon weighted average number of common shares outstanding. Diluted net income per common share is based upon the weighted average number of common shares outstanding, including the dilutive effect of stock options and restricted stock, using the treasury stock and if converted methods. The number of such shares as of March 31, 2006 and March 31, 2005 subject to stock options was 110,838 and 117,972, respectively. The number of such shares as of March 31, 2006 and March 31, 2005 subject to restricted stock was 12,313 and 0, respectively.

6. Stock-Based Compensation

On July 7, 2005, the Company’s shareholders approved the LMI Aerospace, Inc. 2005 Long-term Incentive Plan (the “2005 Plan”). This Plan replaces the Amended and Restated LMI Aerospace, Inc. 1998 Stock Option Plan as the Company’s only compensation plan under which the Company’s common stock is authorized for issuance to employees or directors. The 2005 Plan provides for the grant of non-qualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other stock-based awards and cash bonus awards.

Effective January 1, 2006, the Company adopted SFAS No. 123(R), “Shared Based Payment” (“SFAS No. 123(R)”), which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and amends SFAS Statement No. 95, “Statement of Cash Flows”. SFAS No. 123(R) requires that compensation expense be recognized for all share-based payments based on the grant date fair value. The Company adopted SFAS No. 123(R) using the modified prospective method of transition. Accordingly, prior periods have not been restated. In accordance with the adoption of SFAS No. 123(R), the Company’s pre-tax income from operations for the three months ended March 31, 2006 was not materially different than if it had continued to account for share-based compensation under APB No. 25 as the majority of outstanding options were vested at December 31, 2005.

The Company did not grant any options during the three months ended March 31, 2006. For the three months ended March 31, 2005, the fair value of option grants was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

Expected life in years	6
Risk-free interest rate	4.23%
Volatility	60%
Dividend yield	0%

10

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

The Company uses historical data regarding stock option exercise behaviors to estimate the expected life of options granted based on the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility was based on historical volatility for a period equal to the stock option’s expected life. The expected dividend yield is based on the Company’s historical dividend payments.

A summary of stock option activity under the Company’s share-based compensation plans for the three months ended March 31, 2006 is presented below:

Stock Options	Shares			Weighted Average Exercise Price	Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2005	198,024		$	3.30
Granted	-		$	-
Exercised	(17,190	)	$	3.48
Forfeited or expired	(8,800	)	$	4.06
Outstanding at March 31, 2006	172,034		$	3.24	4.7 yrs	$	2,055
Options Exercisable at March 31, 2006	171,659		$	3.24	4.7 yrs	$	2,051

The weighted-average grant-date fair value of options granted during the three months ended March 31, 2005 was $1.31. The total intrinsic value of options exercised during the three months ended March 31, 2006 and 2005, based upon the market price on exercise date, was approximately $224 and $9, respectively.

The following table summarizes information about stock options outstanding at March 31, 2006:

Range of Exercise Prices	Number of Outstanding Options		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$1.31 - $1.95		15,000		8.3	$	1.31		15,000	$	1.31
$1.96 - $2.90		94,734		4.4		2.58		94,359		2.58
$2.91 - $4.35		19,500		4.4		3.40		19,500		3.40
$4.36 - $6.06		42,800		4.1		5.32		42,800		5.32
Total		172,034		4.7	$	3.24		171,659	$	3.24

A summary of the activity for non-vested restricted stock awards as of March 31, 2006 and changes during the three-month period is presented below:

11

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

Restricted Stock Awards	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2005		15,750	$	9.06
Granted		11,600		14.11
Vested		—		—
Forfeited		—		—
Outstanding at March 31, 2006		27,350	$	11.20

Common stock compensation expense related to restricted stock awards granted under the 2005 Plan was $43 ($27 after tax) and $0 for the three-month periods ended March 31, 2006 and 2005, respectively.

As of March 31, 2006, there was $248 of total unrecognized compensation costs related to non-vested share-based compensation awards granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.9 years. There were no unrecognized compensation costs related to non-vested share-based compensation awards at March 31, 2005.

Prior to the adoption of SFAS No. 123(R), the Company applied APB No. 25 and the fair value method under SFAS No. 123 to account for nonqualified stock options. Accordingly, no compensation expense was recognized for stock options granted for periods prior to January 1, 2006. Had compensation expense for the Company’s stock option plans been determined based on the fair value method, the Company’s net income and basic and diluted income per share would have been adjusted as follows:

	Three Months Ended
	March 31, 2005
Net income	$	844
Total stock-based employee compensation expense determined under fair value based method, net of tax effect		(16) $ 828
Pro forma net income	$	828
Net income per common share - basic and assuming dilution1
As reported	$	0.10
Pro forma	$	0.10

¹ Options to purchase 14,000 shares of common stock were outstanding at March 31, 2005, but were not included in the computations of diluted EPS because the options’ exercise price was greater than the average market price of the common shares.

12

LMI Aerospace, Inc.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

March 31, 2006

7. Public Offering

On January 19, 2006, the Company filed a registration statement, as amended on March 13, 2006, with the Securities and Exchange Commission that was declared effective on March 23, 2006 relating to a public offering of 2,300,000 shares of its common stock. Pursuant to the registration statement, the Company granted to the underwriters a 30-day option to purchase up to an additional 435,000 shares of common stock, which the underwriters exercised on March 27, 2006. The offering, including the option shares, was concluded on March 29, 2006. Total proceeds from the offering, net of expenses, was $39.3 million.

8. Acquisition of Technical Change Associates, Inc.

Effective January 1, 2006, the Company acquired the assets of Technical Change Associates, Inc. (“TCA”), a provider of lean manufacturing, facility layout and business planning consulting services. TCA is based in Ogden, Utah. The purchase price consisted of $0.6 million in cash and 11,022 shares of the Company’s common stock. The impact of this acquisition is not material to the Company’s financial statements.

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Company makes forward-looking statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Quarterly Report on Form 10-Q, which represent the Company’s expectations or beliefs about future events and financial performance. When used in this report, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on March 31, 2006.

In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. In addition, actual results could differ materially from those suggested by the forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on the forward-looking statements. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by the Company from time to time in its periodic filings with the Securities and Exchange Commission.

This Quarterly Report on Form 10-Q should be read completely and with the understanding that the Company’s actual future results may be materially different from what the Company expects. All forward-looking statements made by the Company in this Form 10-Q and in the Company’s other filings with the Securities and Exchange Commission are qualified by these cautionary statements.

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require the Company to make estimates and assumptions. (See Note 1 of the Condensed Consolidated Financial Statements included as part of this Quarterly Report on Form 10-Q.)

The Company believes that certain significant accounting policies have the potential to have a more significant impact on the financial statements either because of the significance of the financial statements to which they relate or because they involve a higher degree of judgment and complexity. A summary of such critical accounting policies can be found in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

14

OVERVIEW

We manufacture and distribute formed and machined components for use in the aerospace, technology and commercial sheet metal industries. We primarily sell our products to the large commercial aircraft, military, corporate and regional aircraft, and technology markets within the aerospace and technology industries. Historically, our business was primarily dependent on the large commercial aircraft market, with Boeing as our principal customer. In order to diversify our product and customer base, we implemented an acquisition and marketing strategy in the late 1990’s that has broadened the number of industries to which we sell our components, and, within the aerospace industry, diversified our customer base to reduce our dependence on Boeing.

Beginning in 2001, we began an aggressive acquisition campaign that resulted in the consummation of four transactions through 2002. In April 2001, we acquired Tempco Engineering Inc. (“Tempco”) and its affiliates, which expanded our aerospace product line and introduced us to the technology industry. In 2002, we acquired Versaform Corporation and certain of its affiliates (“Versaform”), as well as Stretch Forming Corporation (“SFC”) and Southern Stretch Forming and Fabrication, Inc. (“SSFF”). The Versaform acquisition significantly increased our presence in the corporate and regional aircraft market while adding various military products to our product line. The SFC acquisition further supplemented our military product line. Finally, our acquisition of SSFF increased our business in the corporate and regional aircraft market.

During fiscal years ended December 31, 2002 through December 31, 2005, our Tempco location was considered the Machining and Technology segment, a separate operating and reporting segment due primarily to its technology products which are subject to different market risks from our aerospace products. Although discrete financial information was not available for Tempco’s technology operation, the plant itself was treated as a separate segment given the relatively significant sales and identifiable assets of its technology products and expected growth at the time. Subsequent to December 31, 2005, however, we reevaluated the appropriateness of treating Tempco as a separate segment in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, given the growth in our Sheet Metal segment, as well as changes made to our organizational structure. We considered the fact that Tempco’s technology product sales and related identifiable assets, primarily accounts receivable and inventory, are expected to remain at approximately 5% to 6% of our total sales and assets, respectively. In addition, the chief operating decision-maker now oversees operational assessments and resource allocations on a company-wide basis, and the production processes and products of Tempco are not so dissimilar as to warrant segmentation. Based on the foregoing, we concluded that, effective January 1, 2006, Tempco should no longer be considered a separate segment, and, accordingly, our results are now reported in one segment.

15

RESULTS OF OPERATIONS

Three months ended March 31, 2006 compared to March 31, 2005

The following table is a summary of the Company’s operating results for the three months ended March 31, 2006 and March 31, 2005:

	Three Months Ended March 31, 2006			Three Months Ended March 31, 2005
	($ in millions)
Net sales	$	29.2		$	24.0
Cost of sales		20.9			18.8
Gross profit		8.3			5.2
S,G & A		4.2			3.4
Income from operations		4.1			1.8
Interest expense, net		(0.4	)		(0.4	)
Income before income taxes		3.7			1.4
Provision for income taxes		1.4			0.5
Net Income	$	2.3		$	0.9

Net Sales. The following table specifies the amount of net sales by category for the first quarter of 2006 and 2005 and the percentage of total net sales for each period represented by each category.

Category	1st Qtr 2006		% of Total			1st Qtr 2005		% of Total
Corporate and Regional Aircraft	$	11.7		40.1	%	$	10.2		42.5	%
Large Commercial Aircraft		9.0		30.8			6.3		26.3
Military		5.1		17.5			4.4		18.3
Technology		2.0		6.8			0.8		3.3
Other (1)		1.4		4.8			2.3		9.6
Total	$	29.2		100.0	%	$	24.0		100.0	%

(1) Includes commercial sheet metal and various aerospace products.

Net sales for the first quarter of 2006 were $29.2 million, up 21.7% from $24.0 million in the first quarter of 2005. The increase in net sales was generated by all major industries we serve.

Net sales of components for corporate and regional aircraft were $11.7 million for the first quarter of 2006 compared to $10.2 million for the first quarter of 2005, an increase of 14.7%. This increase was primarily attributable to increased production rates on Gulfstream aircraft.

Net sales of product used in large commercial aircraft were $9.0 million for the first quarter of 2006, an increase of 42.9% from $6.3 million in the first quarter of 2005. Increasing production rates on the Boeing 737 and 777 combined with net sales on a 747 large cargo freighter program and a temporary 777 wing program was the primary reason for this increase. The temporary 777 wing program, which should end in the second quarter of 2006, contributed $0.7 million of net sales in the first quarter of 2006.

Military products generated $5.1 million of net sales in the first quarter of 2006 compared to $4.4 million in the first quarter of 2005, an increase of 15.9%. New programs supporting the Sikorsky Black Hawk helicopter program generated $1.8 million of net sales in the first quarter of 2006. This increase was offset by declining volume on the Lockheed F-16 and C-130 and the Boeing Apache helicopter.

16

Technology products generated $2.0 million of net sales for the first quarter of 2006 compared to $0.8 million for the first quarter of 2005. This increase was due to higher net sales of products used in semiconductor equipment. Net sales of components for medical technology products remained at the same level.

Gross Profit. Gross profit for the first quarter of 2006 was $8.3 million (28.4% of net sales) compared to $5.2 million (21.7% of net sales) in the first quarter of 2005. As our customers increase production rates on several aircraft, we are able to leverage direct costs to produce incremental quantities of products at lower incremental costs, thereby increasing gross margins. Additionally, the growth in revenue provided increased leverage of our fixed costs.

Selling, General and Administrative Expenses. Selling, general and administrative expense for the first quarter of 2006 were $4.2 million (14.4% of net sales) compared to $3.4 million (14.2% of net sales) in the first quarter of 2005. This increase resulted from higher salary, wage and fringe benefit costs from increased staffing to support our growth and higher professional services costs.

Interest Expense. Interest expense for the first quarter of 2006 was $0.4 million, unchanged from the first quarter of 2005. Because our indebtedness has been substantially reduced from the proceeds of our recent public offering of common stock, completed in March 2006, we would expect our interest expense to decline during the second quarter of 2006 and beyond.

Income Tax Expense. During the first quarter of 2006, we had income tax expense of $1.4 million compared to $0.5 million in the first quarter of 2005. We applied an effective tax rate of 37.5% to income for the first quarter of 2006.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 2006, we sold 2,735,000 shares of common stock in a public offering, generating $39.3 million in cash, net of expenses. We used a substantial portion of the net proceeds from this offering to pay down the $10.8 million outstanding under our revolving line of credit and to extinguish our real estate note of $3.2 million and subordinated notes of $1.0 million. The balance of the proceeds remains in cash and short term investments and is available for general corporate needs.

We also amended our lending agreement with Wells Fargo Bank, NA during the first quarter of 2006. The amended agreement increases the total availability under our revolving line of credit to $23.3 million from $18.0 million, subject to a borrowing base calculation, and includes an over-advance capability of up to $3.0 million. The amendment also extends the expiration of our lending agreement through November 2009. In addition, the amended agreement reduced the interest rates on our equipment and real estate notes to prime plus 0.5% from prime plus 4.0% after the payment of a fifty thousand dollar fee. The real estate notes were subsequently repaid with the proceeds of our recent public offering. The revolving credit facility currently has no outstanding balance but remains available to us, subject to the borrowing base calculation, through 2009.

Cash used in operating activities was $0.7 million for the first quarter of 2006. Primary sources of operating cash were net income for the first quarter of 2006 of $2.3 million, and non-cash depreciation and amortization of $0.9 million. Cash was used to fund growth in inventories of $2.4 million, increase in accounts payable of $1.0 million, and a reduction of income taxes payable of $1.6 million.

Cash used in investing activities was $1.3 million in the first quarter of 2006. Capital expenditures during that period were $0.7 million compared to $0.2 million in the first quarter of 2005. We expect to spend approximately $7.0 million on capital expenditures in 2006 and a similar amount in 2007 to modernize our equipment, expand our capabilities and equip our Mexicali, Mexico facility. A total of $0.6 million was used during the first quarter in connection with our purchase of Technical Change Associates, Inc.

17

Net cash provided from financing activities was $25.8 million, primarily resulting from the net proceeds of the recently completed offering of common stock, of which a portion was used to repay debt.

CONTRACTED OBLIGATIONS AND COMMITMENTS

Since December 31, 2005, there have been no material changes in the total amount of contractual obligations outside the ordinary course of our business or the timing of cash flows from those specified and reported in our Annual Report on Form 10-K for the year ended December 31, 2005.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk represents the risk of loss that may impact our consolidated financial position, results of operations or cash flows. We are exposed to market risk primarily due to fluctuations in interest rates. We do not utilize any particular strategy or instruments to manage our interest rate risk.

Our outstanding credit facility carries an interest rate that varies in accordance with the prime rate. We are subject to potential fluctuations in our debt service as the prime rate changes. Based on the amount of our outstanding debt as of March 31, 2006, a hypothetical 1% change in the interest rate of our outstanding credit facility would not result in significant changes in our annual interest expense.

Item 4. Controls and Procedures.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(c) of the Securities Exchange Act of 1934, as amended) as of March 31, 2006. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act (a) is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms and (b) is accumulated and communicated to the Company's management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

No change in our internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

18

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

In February 2004, Versaform Corporation, our wholly-owned subsidiary, was served with a grand jury subpoena and we were informed that the U.S. Attorney's Office for the Southern District of California, Department of Defense, Office of Inspector General, Defense Criminal Investigative Service, and the Federal Bureau of Investigation was conducting an investigation relating to structural components of B-52 engine cowlings Versaform manufactured for Nordam Corporation, components of auxiliary power units Versaform manufactured for Hamilton Sundstrand, a United Technologies Company, and certain tools Versaform manufactured for Lockheed Martin Corporation.

Although the investigation is ongoing, neither we nor Versaform have been served with notice of any pending, related legal action, and Versaform continues to cooperate with the government. Documents responsive to the subpoena have been produced.

In May 2005, we presented a $4.0 million claim accompanied by supporting documentation to a customer regarding a dispute over a price increase and certain extraordinary costs we incurred. In response, the customer presented us with a claim for $9.5 million alleging certain of our parts were non-conforming. No lawsuit has been filed by either party and discussions are ongoing about possible resolution of the claims. Nonetheless, we are vigorously pursuing our claim against the customer and defending against the customer's allegations. As with any dispute, however, the outcome is uncertain. Moreover, pending our receipt of supporting documentation for the customer's allegations, we are unable to assess whether our products liability policies would cover the potential liability, if any, resulting from the customer's allegations.

Other than noted above, we are not a party to any legal proceedings, other than routine claims and lawsuits arising in the ordinary course of its business. We do not believe such claims and lawsuits, individually or in the aggregate, will have a material adverse effect on our business.

Item 1A. Risk Factors.

There have been no material changes to the risk factors as previously disclosed in our 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2006.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

See Exhibit Index.

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Charles and State of Missouri on the 15th day of March, 2006.

LMI AEROSPACE, INC.

/s/ Ronald S. Saks

Ronald S. Saks,

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Lawrence E. Dickinson

Lawrence E. Dickinson

Chief Financial Officer and Secretary

(Principal Financial and Principal Accounting

Officer)

20

EXHIBIT INDEX

Exhibit No.	Description
10.1	General Terms Agreement between Spirit Aerosystems, Inc. (Tulsa Facility) and LMI Aerospace, Inc. dated April 19, 2006.
10.2	Special Business Provisions between Spirit Aerosystems, Inc. and LMI Aerospace, Inc. dated April 19, 2006.
31.1	Rule 13a-14(a) Certification of Ronald S. Saks, President and Chief Executive Officer.
31.2	Rule 13a-14(a) Certification of Lawrence E. Dickinson, Secretary and Chief Financial Officer.
32	Certification pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

21

EX-10.1

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 of Spirit AeroSystem's Customers 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-001851
	INITIALS: 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-001851
	INITIALS: 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-001851
	INITIALS: 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-001851
	INITIALS: 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

1.0Definitions

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-001851
	INITIALS: 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.

2.0Ordering

2.1Issuance 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.

2.2Acceptance 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.

2.3Written Authorization to Proceed

7

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

4.0Delivery

4.1Schedule

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-001851
	INITIALS: KEL

4.2Reserved

4.3Notice 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.

5.0On-Site Review and Resident Representatives

5.1Review

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.

5.2Resident 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-001851
	INITIALS: 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.

6.0Credit 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.

7.0Packing and Shipping

7.1General

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-001851
	INITIALS: KEL

7.1.1Shipping 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.

7.1.2Insurance

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

7.1.3Shipping 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).

7.1.4Carrier Selection

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

7.1.5Invoices

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

7.1.6Noncompliance

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.

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

7.2Barcode 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.

8.0QUALITY ASSURANCE, INSPECTION, REJECTION, & ACCEPTANCE

8.1Controlling Document

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

8.2Seller'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.

8.2.1Seller'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.

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

8.2.2Seller’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.

8.3Spirit 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.

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

8.4Rights 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.

8.5Retention 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.

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

8.6Inspection

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.

8.7Reserved

8.8Regulatory 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.

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

9.0EXAMINATION 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).

10.0CHANGES

10.1Changes 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.

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

11.0GENERAL & INTERNATIONAL REQUIREMENTS

11.1Language

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.

11.2Currency

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.

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

11.3Import/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.

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

12.0TERMINATION FOR CONVENIENCE

12.1Basis 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.

12.2Termination 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.

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

12.3Seller'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.

12.4Failure 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.

12.5Partial 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.

12.6Product Price

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

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

12.7Exclusions 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.

12.8Partial 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.

12.9Seller'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.

12.10Records

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.

13.0CANCELLATION FOR DEFAULT

13.1Events of Default

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

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

13.2Remedies

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

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

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

14.0EXCUSABLE 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.

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

15.0SUSPENSION 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.

16.0TERMINATION 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.

17.0ASSURANCE 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-001851
	INITIALS: 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.

18.0RESPONSIBILITY 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.

19.0LIMITATION 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-001851
	INITIALS: KEL

20.0PROPRIETARY 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-001851
	INITIALS: KEL

21.0COMPLIANCE

21.1Compliance 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.

21.2Government 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”

21.3Ethic Requirements/Code of Conduct

Spirit AeroSystemsis committed to conducting its business fairly, impartially, and in an ethical and proper manner. Spirit AeroSystemsexpectation 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-001851
	INITIALS: 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.

22.0INTEGRITY 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.

23.0UTILIZATION 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.

24.0SPIRIT 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-001851
	INITIALS: 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.

25.0TERMINATION OF AIRPLANE PROGRAM

25.1Program 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-001851
	INITIALS: KEL

25.2Termination 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.

26.0PUBLICITY

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.

27.0PROPERTY INSURANCE

27.1Insurance

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-001851
	INITIALS: KEL

27.2Certificate 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.

27.3Notice 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.

28.0RESPONSIBILITY 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-001851
	INITIALS: KEL

28.1Subcontracting

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.

28.2Reliance

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.

28.3Assignment

^*

29.0NON-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-001851
	INITIALS: KEL

30.0HEADINGS

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

31.0RESERVED

32.0RESERVED

33.0DISPUTES

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.

34.0RESERVED

35.0TAXES

35.1Inclusion 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-001851
	INITIALS: KEL

35.2Litigation

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.

35.3Rebates

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

36.0INDUSTRIAL 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 AeroSystemsSELLER

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-001851
	INITIALS: KEL

Date: Date:

36

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

EX-10.2

EXHIBIT 10.2

SPECIAL BUSINESS PROVISIONS

between

Spirit AeroSystems, Inc.

and

LMI Aerospace, Inc.

Spirit Aerosystems SBP-T6B2-YB001940

TABLE OF CONTENTS

TITLE PAGE

TABLE OF CONTENTS

AMENDMENT PAGE

RECITAL PAGE

1.0	DEFINITIONS				10
2.0	CONTRACT FORMATION				13
	2.1		Order		13
		2.1.1		Issuance of Orders for Production Articles	13
		2.1.2		Issuance of Orders for Products and Services Other Than Production Articles	13
	2.2		Entire Agreement		14
	2.3		Incorporated by Reference		14
		2.3.1		Supporting Documentation and Priority	14
		2.3.2		Revision of Documents	15
		2.3.3		Compliance	15
		2.3.4		List of Certain Documents	15
	2.4		Order of Precedence		16
	2.5		Survival		17
3.0	PERIOD OF PERFORMANCE AND PRICES				17
	3.1		Performance		17
		3.1.1		Period of Performance	17
		3.1.2		Option to Extend	17
	3.2		Pricing		18
		3.2.1		Product Pricing	18
		3.2.2		Manufacturing Configuration	18
		3.2.3		Packaging	18
		3.2.4		Local Transportation Devices	18
	3.3		Subject Matter of Sale		18
		3.3.1		Nonrecurring Work	19
		3.3.1.1		Tooling - General	19
		3.3.1.2		Static and Fatigue Test Articles	19
		3.3.1.3		Contractor-Use Tooling (also known as Seller-Use Tooling	19
		3.3.1.4		Common - Use Tooling	19
		3.3.1.5		Use of Casting, Forging and Extrusion Tools	19
		3.3.1.6		Initial Planning	19
		3.3.1.7		Weight Status Reporting	20
		3.3.1.8		Integrated Product Team	20
		3.3.2		Recurring Work	20
		3.3.2.1		Production Articles	20
		3.3.2.2		Tool Maintenance	20
		3.3.2.3		Disposable Shipping Fixtures	20
		3.3.2.4		Maintenance of Production Planning	20
		3.3.3		Spares and Miscellaneous Work	20
		3.3.3.1		Spare Parts Ordering	20
		3.3.3.2		Planning for Fabrication of Spare Parts	20
		3.3.3.3		Sale of Boeing Proprietary Spare Parts	20
		3.3.3.4		Miscellaneous Work	21

2

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

4.0	GOVERNING QUALITY ASSURANCE REQUIREMENTS				21
5.0	APPLICABLE LAW				21
6.0	PRODUCT SUPPORT AND ASSURANCE				21
	6.1		Warranty		21
6.2	Integrated Materials Management (IMM) Program				22
7.0	PAYMENT				22
	7.1		Recurring Price		22
	7.2		Nonrecurring Price/Special Charges		22
	7.3		Payment Method		23
	7.4		Payment Errors		24
	7.5		Spare Parts		24
	7.6		Invoicing		24
		7.6.1		Invoicing Requirements	24
		7.6.4		Mailing Instructions	24
		7.6.5		Summary Invoices	25
8.0	SCHEDULE ACCELERATION/DECELERATION				25
9.0	NOTICES				25
	9.1		Addresses		25
10.0	OBLIGATION TO PURCHASE AND SELL				26
11.0	COST AND PERFORMANCE VISIBILITY				27
12.0	CHANGE PROVISIONS				27
	12.1		Reserved		27
	12.2		Computation of Equitable Adjustment		27
		12.2.1		Changes Not Subject to Price Adjustment	27
		12.2.2		Changes Subject to Price Adjustment	28
		12.2.3		Proposals for Price Adjustment	28
		12.2.3.1		Timeframe	28
		12.2.3.2		Content	29
		12.2.3.3		Review of Price Adjustment Proposal	29
		12.2.3.4		Future Derivative(s) and Follow-on Work	29
		12.2.4		Change Pricing Criteria	29
		12.2.4.1		Changes Prior to 100% Engineering Release	29
		12.2.4.1.1		Nonrecurring Shipset Price Adjustment Prior to 100% Engineering Release	29
		12.2.4.1.2		Recurring Shipset Price Adjustment Prior to 100% Engineering Release	30
		12.2.4.2		Changes Subsequent to 100% Engineering Release	30
		12.2.4.2.1		Nonrecurring Shipset Price Adjustment Subsequent to 100% Engineering Release	30
		12.2.4.2.2		Recurring Price Adjustment Subsequent to 100% Engineering Release	30
		12.2.4.3		Changes for Derivatives	30

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

		12.2.5		Apportionment and Payment of Price Adjustments	30
		12.2.5.1		Nonrecurring Work	30
		12.2.5.1.1		Price Adjustment	30
		12.2.5.1.2		Apportionment and Payment	31
		12.2.6.1		Recurring Work	31
		12.2.6.1.1		Price Adjustment	31
		12.2.6.1.2		Apportionment and Payment	31
	12.3		Obsolescence		32
	12.4		Change Absorption (Nonrecurring/Recurring)		32
		12.4.1		Prior to 100% Engineering Release (Drawing Revision Level New)	32
		12.4.2		Subsequent to 100% Engineering Release	32
	12.5		Planning Schedule		33
	12.6		Total Cost Management		33
		12.6.1		Spirit Generated Technical and Cost Improvement	33
	12.7		Reserved		33
	12.9		Derivative Aircraft		34
13.0	SPARES AND OTHER PRICING				34
	13.1		Spares		34
		13.1.1		Spares Support	35
		13.1.3		Spare Pricing	35
		13.1.4		Spares Special Handling	36
	13.2		Expedite of Production Requirements		36
	13.3		Tooling		36
		13.3.1		Responsible Party	36
		13.3.2		Spirit Furnished Tooling	37
		13.3.3.1		Title to Tooling	37
		13.3.3.2		Use and Disposition of Tooling	37
		13.3.3.3		Accountability for Tooling	39
		13.3.3.4		Certified Tool Lists	39
	13.4		Pricing of Spirit's Supporting Requirements		39
	13.5		Pricing of Requirements for Modification or Retrofit		39
		13.5.1		Spirit Responsibility or Regulatory Requirement	39
		13.5.2		Contract Aftermarket Modification or Retrofit Work Performed by Spirit	39
	13.6		Pricing of Similar Products		40
14.0	STATUS REPORTS/REVIEWS				41
	14.1		General Reports / Reviews		41
	14.2		Diversity Reporting		41
	14.3		Program Manager		41
	14.4		Certified Tool List		42
	14.5		Problem Reports		42
	14.6		Reserved		43
15.0	INTERNATIONAL COOPERATION				43
	15.1		Market Access and Sales Support		43
	15.2		Offset Assistance		43
	15.3		Reserved		44

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16.0	Spirit FURNISHED MATERIAL/SUPPLIER BANKED MATERIAL		44
17.0	PARTICIPATION		44
	17.1	Other Spirit Entities	44
	17.2	Spirit Subcontractors/Suppliers	44
	17.3	Notification of Contract	45
	17.4	Notification of Price Reductions	45
18.0	INVENTORY AT CONTRACT COMPLETION		45
19.0	OWNERSHIP OF INTELLECTUAL PROPERTY		45
	19.1	Technical Work Product	45
	19.2	Inventions and Patents	46
	19.4	Pre-Existing Inventions and Works of Authorship	46
	19.5	Inapplicability	46
20.0	RESERVED		46
21.0	GUARANTEED WEIGHT REQUIREMENTS		46
22.0	SELLER DATA REQUIREMENTS		46
23.0	RESERVED		47
24.0	RESERVED		47
25.0	RESERVED		47
26.0	INFRINGEMENT		47
27.0	RAW MATERIAL PROGRAM		47
	27.1	Boeing Raw Material Strategy	47
	27.2	Reserved	48
28.0	DIGITIZATION OF PROPRIETARY INFORMATION AND MATERIALS		48
29.0	ON-SITE SUPPORT		48
	29.1	Indemnification Negligence of Seller or subcontractor	48
	29.2	Commercial General Liability	48
	29.3	Automobile Liability	49
	29.4	Workers' Compensation	49
	29.5	Certificates of Insurance	49
	29.6	Self-Assumption	49
	29.7	Protection of Property	49
	29.8	Compliance with Spirit Site Requirements	50

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30.0	Spirit TECHNICAL I MANUFACTURING ASSISTANCE REGARDING SELLER'S NONPERFORMANCE				50
31.0	U. S. CUSTOMS INVOICE REQUIREMENTS				50
32.0	STRATEGIC ALIGNMENT				51
33.0	CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT)				51
34.0	ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS				51
35.0	DELIVERY - TITLE AND RISK OF LOSS				52
	35.1		Delivery Point and Schedule		52
	35.2		Reserved		52
	35.3		Reserved		52
	35.4		Notification of Shipment		52
	35.4.1		Title and Risk of Loss		52
	35.5		Notice of Delay - Premium Effort		52
36.0	PACKAGING AND SHIPPING				53
	36.1		Product Packaging		53
	36.2		Consolidated Shipments and Markings		53
	36.3		Freight Charges		54
	36.4		Packing Sheet and Test Reports		54
	36.5		Additional Copies		54
	36.6		Price Inclusive		54
37.0	ADDITIONAL QUALITY ASSURANCE REQUIREMENTS				54
	37.1		Federal Aviation Administration Inspection		54
	37.2		Repair Authorization		54
		37.2.1		Spirit-Performed Work	54
		37.2.2		Reimbursement for Repairs	55
38.0	CHANGES				55
39.0	EXAMINATION OF RECORDS				56
	39.1		Reports		56
40.0	EVENTS OF DEFAULT AND REMEDIES				56
	40.1		Additional Event of Default		56
	40.2		Interest on Overdue Amounts		56
41.0	CUSTOMER CONTACT				56
42.0	SUBCONTRACTING				56

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
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43.0	SUPPLEMENTS AND MODIFICATIONS		57
44.0	INCREMENTAL RELEASE AND CYCLE TIME REQUIREMENTS		58
	44.1	Incremental Release	58
	44.2	Cycle Time Requirements	58
45.0	SURPLUS PRODUCTS		58
	45.1	Return of Surplus Products	58
	45.2	Use of Surplus Products	59
46.0	INTEGRATED / LIFE CYCLE PRODUCT TEAM		59
	46.1	Purpose	59
	46.2	Qualifications	59
	46.3	Removal of Personnel	59
	46.4	Work Schedule	59
	46.5	Equipment and Supplies	60
	46.6	Employment Status	60
	46.7	Team Leader	60
	46.8	Discipline	60
	46.9	Insurance	60
	46.10	Indemnification	60
	46.11	Compensation	61
47.0	SELLER ASSISTANCE		61
48.0	DEFINE AND CONTROL AIRPLANE CONFIGURATION / MANUFACTURING RESOURCE MANAGEMENT (DCAC/MRM)		62
49.0	ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION		62
	49.1	Exchange of Digital Product Definition Between Spirit and Seller	62
	49.2	System/Software Compatibility between Spirit and Seller	62
	49.3	Electronic Access, Communications and Data Exchange via Telecommunications	62

Signature Page
Attachment 1	Work Statement and Pricing
Attachment 1A	Component Spares Requirements
Attachment 2	Non-U.S. Procurement Report
Attachment 3	Rates and Factors
Attachment 4	Spirit AOG Coverage
Attachment 5	Spirit AOG Shipping Notification
Attachment 6	Seller Data Submittals
Attachment 7	Supplier Data Requirements List Customers / Engineering
Attachment 8	Commodity Listing and Terms of Sale

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Attachment 9	Cost and Performance Reviews
Attachment 10	Quality Assurance Requirements
Attachment 11	Second Tier Support Report
Attachment 12	Commercial Invoice Requirements (Customs Invoice)
Attachment 13	On-Site Terms & Conditions Supplement
Attachment 14	Reserved
Attachment 15	Production Article Definition & Contract Change Notices
Attachment 16	Non-Recurring and Recurring Price Status and Summary Tables
Attachment 17	Value Engineering Methodology
Attachment 18	Indentured Priced Parts List and Spares Pricing
Attachment 19	Incremental Release Plan and Lead Times
Attachment 20	Schedule Change Examples

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
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AMENDMENTS

Amend Number Description Date Approval

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SPECIAL BUSINESS PROVISIONS

RELATING TO

AEROSTRUCTURES and SYSTEMS BUSINESS UNIT PRODUCTS

THIS SPECIAL BUSINESS PROVISIONS (SBP) is entered into as of 10 March, 2006, by and between LMI Aerospace, Inc., a Missouri corporation, with its principal office in St. Charles, MO (“Seller”), and Spirit AeroSystems, Inc., a Delaware corporation ("Spirit"). Hereinafter, the Seller and Spirit 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

1.0DEFINITIONS

The definitions used herein are the same as those used in the GTA. In addition, the following terms are defined as follows:

A.   "Boeing Lifetime Serial Number" has the meaning set forth in Document D33200-1, "Boeing Suppliers' Tooling Document"

B.   "Boeing Proprietary Spare Parts" means all Spare Parts, which are manufactured (i) by Boeing, or (ii) to Boeing's detailed design with Boeing's authorization, or (iii) in whole or in part using Boeing Proprietary Information.

C.   "Boeing-Use Tooling" means certain gauge and interface Tooling (not including Boeing master gauges) manufactured by Seller in accordance with designs provided by Boeing, to be used exclusively by Boeing.

D.   "Common-Use Tooling" means all Tooling required for use by both Spirit and Seller.

E.   "Contract," "hereof," "hereto," "herein" and similar terms mean this Special Business Provisions, including all Exhibits and Documents, and all amendments, modifications and supplements hereto.

F.   "Contract Change Notice" or "CCN" means any written notice sent by Spirit to Seller (1) describing any change to the SBP statement of work pursuant to SBP Section 36.0 and authorizing Seller to proceed with the performance of work hereunder in accordance with such change description or (2) setting forth Spirit’s requirements for Production Articles and authorizing Seller’s performance in producing such Production Articles.

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G.   "Contractor-Use Tooling" (also known as “Seller-Use Tooling”) means all Tooling needed to manufacture Products.

H.   "Cycle Time" means the period of time that elapses between the dates a Customer executes an implementation directive for a Program Airplane and delivery of such Program Airplane to such Customer.

I.   "Dataset" means any compilation of data or information (including, without limitation, numerical data, geometric definitions, program instructions or coded information) which may be used directly in, integrated with or applied to, a computer program for further processing. A Dataset may be a composite of two or more other Datasets or an extract of a larger Dataset.

J.   "Drawing" means an automated or manual depiction of graphics or technical information representing a Product or any part thereof and which includes the parts list and specifications relating thereto.

K.   "End Item Assembly" means any Product which is described by a single part number and which is comprised of more than one component part.

L.   "Engineering Release" means engineering Drawings, Datasets or other Documents, approved by Spirit and released through Spirit’s engineering Drawing release system, that define the design requirements of any Product.

M.   "Integrated Product Team" or "IPT" or “Design Build Team” "DBT" means a team composed of representatives from engineering, operations, procurement, design-to-cost and other disciplines as Spirit shall specify, whose objective is to optimize designs for cost, weight, performance and producibility.

N.   "Manufacturing Work Package" or "Work Package" means manufacturing effort that Seller will provide under this SBP.

O.   “Miscellaneous Work” is Seller performed work or services that includes, but is not limited to provision of additional test articles, Spirit-use tooling, test support, field support and Spirit-used supplier facilities.

P.   “Nonrecurring Shipset Price” or “Nonrecurring Price” shall have the meaning set forth in SBP Attachment 1.

Q.   “Nonrecurring Work” is Seller performed work, which may include, but is not limited to tooling, static and fatigue test articles, local transportation devices and planning.

R.   "Obsolescence" means the discontinuation of the requirement for any Product as a result of engineering or manufacturing change, which has rendered such Product no longer usable in the production of the Program Airplane or any Derivative.

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
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S.   “Order” has the meaning set forth in GTA Section 1.0 E but shall also include any Contract Change Notice directing Seller to provide Production Articles.

T.   "Person" means any individual, partnership, corporation, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

U.   "Price" means the amount to be paid by Spirit to Seller for any Product in accordance with the terms of this SBP.

V.   "Production Articles" means those completed assemblies defined and configured, including SCD Products, as set forth in SBP Attachment 13 for the Program Airplane.

W.   "Program" means the design, development, marketing, manufacture, sales and customer support of Program Airplanes, Derivatives and other Products.

X.   "Program Airplane" means a commercial transport aircraft incorporating advanced technology and having a model designation for which Seller shall provide Production Articles pursuant to this SBP.

Y.   "Rate Tooling" for 737 means Tooling required to produce more than seven (7) Shipsets per month without regard to the production of Spare Parts or Products other than Production Articles and is comprised of Rate Tooling A, Rate Tooling B, and Rate Tooling C.

"Rate Tooling A" means 737 Product Tooling required to produce more than seven (7) up to fourteen (14) Shipsets per month and

"Rate Tooling B" means 737 Product Tooling required to produce more than fourteen (14) up to twenty-one (21) Shipsets per month.

"Rate Tooling C" means 737 Product Tooling required to produce more than twenty-one (21) up to twenty-eight (28) Shipsets per month.

"Rate Tooling" on all other Boeing Commercial Airplane programs means Tooling required to produce more than seven (7) Shipsets per month without regard to the production of Spare Parts or Products other than Production Articles.

Z.   “Recurring Shipset Price” means the Price for the Recurring Work (RW) associated with each Shipset.

AA.   “Recurring Work” means work Seller performs in producing Production Articles. The cost of Recurring Work can include, but is not limited to tool maintenance, replacement, and storage, packaging, disposable shipping fixtures and maintenance of production planning.

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
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BB.   "SCD Products" means all goods, including components and parts thereof, designed to a Boeing Specification Control Drawing by Contractor or its Subcontractors, and provided or manufactured under this Contract.

CC.   "SCD Spare Parts" means Spare Parts that are also SCD Products.

DD.   "Shipset" means the total set of Production Articles provided by Seller hereunder necessary for production of one Program Airplane or Derivative.

EE.   "Spare Parts" or “Spares” means Production Articles or components thereof, and materials, assemblies and items of equipment relating thereto, which are intended for Spirit’s use or sale as spare parts or production replacements. The term "Spare Parts" includes, but is not limited to, Boeing Proprietary Spare Parts.

FF.   “Total Nonrecurring Work Package Price” shall have the meaning set forth in SBP Attachment 1.

GG.   “Value Engineering” is a single component of total cost management designed to leverage Spirit and Supplier Engineering resources to reduce costs (to Sellers) and prices (to Spirit) for Products through engineering changes in requirements, processes, or designs which in no way reduce airplane safety, performance, maintainability, reliability, producibility or capability. Value Engineering Methodology is provided in Attachment 17.

2.0   CONTRACT FORMATION

2.1Order

2.1.1Issuance of Orders for Production Articles

Spirit will notify Seller of its requirements for Production Articles by issuing individual Releasing Orders to authorize performance and establish a schedule for performance and delivery.

2.1.2Issuance of Orders for Products and Services Other Than Production Articles

Spirit will notify Seller of its requirements for any Product other than Production Articles and for any Service under this SBP by issuing Orders. Such Orders will authorize performance, indicate Price, establish schedule for delivery or performance, provide identification of any such Product or Service and effect payment and accountability. Any such Order shall include a statement incorporating this SBP by reference and shall be governed by and be deemed to include the provisions of this SBP.

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
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2.2Entire Agreement

The Order sets forth the entire agreement, and supersedes any and all other prior agreements understandings and communications between Spirit and Seller related to the subject matter of an Order. The rights and remedies afforded to Spirit or Customers pursuant to any provisions of an Order are in addition to any other rights and remedies afforded by any other provisions of the Order, the General Terms Agreement (GTA) or the SBP, by law or otherwise.

2.3Incorporated by Reference

General Terms Agreement (“GTA”) Spirit AeroSystems GTA-T5P2-GB001851dated 14 October 2005 is incorporated in and made a part of this SBP by this reference.

In addition to any other documents incorporated elsewhere in this SBP or GTA by reference, the following documents are incorporated in and made a part of this SBP by reference with full force and effect, as if set out in full text. It is the Seller’s responsibility to comply with the latest revision of these documents.

Boeing Document D33200-1 “Boeing Suppliers’ Tooling Document”

Boeing Document D953W001, “General Operations Requirements Document For Suppliers - External/internal Suppliers/Program Partners”

Boeing Document D37520-1, -1A, -1B, Supplier’s Part Protection Guides

Boeing Document D6-81628, “Shipping Label, Barcoded Preparation and Placement”

Form 49-5461, Furnished Material

Flysheet 856 -- INSTRUCTIONS FOR SHIPPING, PACKAGING, & MARKING.

Form 49-5868, Buyer Furnished Property

Form 49-5869, Certified Tool List

2.3.1Supporting Documentation and Priority

All Documents (as hereinafter defined) are by this reference incorporated herein and made a part of this SBP. For purposes of this SBP, "Document" means all specifications, Drawings, Datasets, documents, publications and other similar materials, whether in a tangible or intangible form, as the same shall be amended from time to time, which relate to the manufacture and sale of Products or the provision of Services to Spirit pursuant to this SBP, including, but not limited to, the documents listed below, and any other documents specifically referred to in this SBP or in such other documents. Reference in any Document to "Contractor" or “Seller” or "Supplier" shall mean Seller for the purposes of this SBP. In the event of any inconsistency between the terms and conditions of this SBP and the terms and conditions of any Document, the terms and conditions of the SBP shall control. In the event any provisions of any Document or Documents conflict among themselves, Spirit will, on its own initiative or at the request of Seller, resolve such conflict, revise such Document or Documents accordingly, and so notify Seller. In resolving any such conflicts, this SBP shall be read as a whole and in a manner most likely to accomplish its purposes.

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2.3.2Revision of Documents

Subject to the terms of SBP Section 2.3, Spirit may at any time revise any Document prepared by Spirit and Spirit shall provide Seller with revisions to Documents prepared by Spirit; except that stated addresses and designees for each Party contained therein may be modified unilaterally by such Party, and any modification of the Administrative Agreement shall be reflected promptly therein by amendment thereto.

2.3.3Compliance

Seller shall, subject to the terms of this SBP Section 2.3, promptly comply with the provisions of all Documents, including any revisions thereto.

2.3.4List of Certain Documents

Item	No.	Title
A.	D1-4426	Boeing Approved Process Sources
B.	D6-82479	Boeing Quality Management System Requirements for Suppliers
C.	D-13709	The Boeing Commercial Airplanes and Supplier Coordination of Engineering Data
D.	D6-4806	Skin Quality Acceptance Standards for Clad Aluminum Raw Material
E.	D6-9002	Appearance Control of Clad Aluminum Exterior Skins
F.	D953W001	General Operations Requirements Document For Suppliers - External/internal Suppliers/Program Partners
G.	D33200-1	Boeing Suppliers' Tooling Document
H.	D6-17781	Material and Performance Evaluation of Designated Parts
I.	D6-1276	Control of Material and Machines
J.	D6T-10898-1	Weight Compliance Requirement/Contractor and Subcontractors
K.	D6-51991	Quality Assurance Standard Reflecting Digital Product Definition for Boeing Suppliers Using CAD/CAM
L.	D6T10731-1	Computer-Aided Manufacturing Guidelines and Interface for Program Contractors and Suppliers
M.	ATA 300	Specification for Packaging of Airline Supplies

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
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N.	D37520-1, -1A, -1B	Supplier’s Part Protection Guides
O.	D6-56199	Hardware and software compatibility requirements for suppliers use of BCAG CATIA native datasets as sole authority for design, manufacturing and inspection
P.	D6-81628	Shipping Label, Barcoded Preparation and Placement

2.4Order of Precedence

In the event of a conflict or inconsistency between any of the terms of the following documents, the following order of precedence shall control:

A.   These Special Business Provisions (“SBP”) including attachments (excluding all documents listed below), then

B.   General Terms Agreement (“GTA”) (excluding all documents listed elsewhere on this listing), then

C.   Purchase Contract, if any, then

D.   Order (excluding all documents listed elsewhere on this listing), then

E.   Engineering Revision Document (ERD), if any, then

F.   The Subcontracted Parts - Revision, Authorization, and Transmittal (“SPRAT”), if any, then

G.   Engineering Drawing by Part Number and, if applicable, related Outside Production, Specification Plan (OPSP), Specification Plan Detail (SPCD) or Supplier Specification Plan (SSP) then

H.   All documents incorporated by reference in SBP Section 6.0, Product Support and Assurance, of this SBP, then

I.   Any other Spirit generated exhibits, attachments, forms, flysheets, codes or documents that the Parties agree shall be part of this SBP, then lastly

J.   Any Seller generated documents that the Parties agree shall be part of this SBP.

In resolving any such conflicts, these documents shall be read as a whole and in a manner most likely to accomplish their purposes.

Seller shall promptly report to Spirit in writing any inconsistencies in these documents, even if the inconsistency is resolvable using the above rules.

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2.5Survival

Without limiting any other survival provision contained herein and notwithstanding any other provision of this SBP or the GTA to the contrary, the representations, covenants, agreements and obligations of the Parties set forth in GTA Section 12.3 “Seller’s Claim”, GTA Section 16.0 “Termination or Wrongful Cancellation”, GTA Section 18.0 “Responsibility for Property”, GTA Section 20.0 ‘ Proprietary Information and Items”, GTA Section 24.0 “Spirit’s Rights in Seller’s Patents, Copyrights, Trade Secrets and Tooling”, GTA Section 27.0 “Property Insurance”, GTA Section 29.0 “Non-Waiver/Partial Invalidity”, this SBP Section 2.5 “Survival”, SBP Section 5.0 “Applicable Law”, SBP Section 29.0 “Insurance For On-Site Support”(if applicable), and SBP Section 41.0 “Supplements and Modifications”(if applicable), shall survive any cancellation, termination or expiration of this SBP, any assignment of this SBP or any payment and performance of any or all of the other obligations of the Parties hereunder. Termination or cancellation of any part of this SBP shall not alter or affect any part of this SBP, which has not been terminated or cancelled.

3.0PERIOD OF PERFORMANCE AND PRICES

3.1Performance

3.1.1Period of Performance

The period of performance for this SBP shall include initial manufacturing activities required to support delivery of Products beginning on 01 January, 2007 and ending on 31 December, 2011.

Period of performance set out above shall be defined as order placement with potential delivery beyond 31 December, 2011.

3.1.2Option to Extend

Seller grants to Spirit an option to extend the period of performance of this SBP as set forth below. Spirit may exercise the option by written notice to the Seller on or before 01 March, 2011. This option may be exercised by Spirit any number of times so long as each option increases the period of performance of this SBP by no less than one (1) year. However, in no event may Spirit unilaterally extend the SBP beyond 31 December, 2013, by exercise of this option.

Notwithstanding the option set forth herein, Spirit reserves the right to commence new negotiations with Seller concerning pricing and other terms for additional quantities of Products.

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3.2Pricing

3.2.1Product Pricing

The prices of Products ordered under this SBP are set forth in SBP Attachment 1. Prices are in United States Dollars. ^*

^*

3.2.2Manufacturing Configuration

Unit pricing for each Product or part number shown in SBP Attachment 1 is based on the latest revisions of the engineering drawings or specifications at the time of the signing of this SBP and any amendments thereof (Ref. SBP Attachment 15).

3.2.3Packaging

The prices shown in SBP Attachment 1 include all packaging costs. Seller shall package Product in accordance with the applicable requirements set forth in the documents referred to in SBP Section 2.3 for the location issuing the Order. In the case of Products to be shipped directly to Customers, A.T.A. Specification 300 "Specification for Packaging of Airline Supplies" shall apply unless otherwise directed by Spirit. Upon Spirit’s request, Seller will provide discreet packaging costs.

3.2.4Local Transportation Devices

All shipping or handling fixtures necessary for the handling, transportation and loading of Products prior to delivery and which are additive to those shipping or handling fixtures specified by Spirit for transportation via air or surface carrier, off loading from the air or surface carrier or handling ("Local Transportation Devices") shall be provided by Seller at no cost or expense to Spirit. Seller shall plan, design, manufacture or procure, and test any Local Transportation Devices.

3.3Subject Matter of Sale

Subject to the provisions of this SBP, Seller shall sell to Spirit and Spirit shall purchase from Seller certain nonrecurring Products as described in SBP Section 3.3.1, certain Production Articles and other recurring Products as described in SBP Section 3.3.2, and certain Spare Parts and other Miscellaneous Work as described in SBP Section 3.3.3.

____________________________

*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.

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3.3.1Nonrecurring Work

3.3.1.1Tooling - General

All Tooling produced in performance of this SBP must conform to the provisions of Boeing Document D953W001, "General Operations Requirements Document for Suppliers External/Internal Suppliers/Program Partners," and D33200-1, "Boeing Suppliers' Tooling Document”.

3.3.1.2Static and Fatigue Test Articles

NOT APPLICABLE.

3.3.1.3Contractor-Use Tooling (also known as Seller-Use Tooling)

Seller shall plan, design, manufacture or procure, and test all Contractor-Use Tooling. Contractor-Use Tooling shall be in the configuration, quantity and quality required to produce (i) Production Articles in accordance with SBP Attachment 1 and (ii) other Spirit requirements for Products (including, without limitation, Spare Parts and Rate Tooling). All lead, zinc and kirksite material used in the fabrication of Contractor-Use Tooling shall be furnished at no cost or expense to Spirit and no part of any Price hereunder shall be paid for Contractor-Use Tooling made of such material. If Spirit, or Spirit’s Customer, takes possession of any Contractor-Use Tooling made of such material, Spirit shall negotiate reimbursement with Seller for the cost of such material used in such Contractor-Use Tooling.

3.3.1.4Common - Use Tooling

Seller shall design, manufacture or procure, and test all Common-Use Tooling including, without limitation, strongback handling fixtures, rotable shipping fixtures and handling fittings. The requirements for such items, if applicable, will be defined and identified by Spirit.

3.3.1.5Use of Casting, Forging and Extrusion Tools

Spirit or its designees shall retain the primary right to use all applicable Tools for the production of castings, forgings and/or extrusions produced at Seller's direction for use under this SBP and such Tools shall be used only in the performance of this SBP or any other SBP that Spirit may designate in writing. Such Tools shall be retained for use in production of castings, forgings and/or extrusions for Spirit or as Spirit directs until Spirit gives written notice to Seller that a requirement for the use of such Tools no longer exists. Spirit agrees to grant to Seller the right to use any Tool for the production of castings, forgings or extrusions that will become part of any Product, in which Spirit has a right of use, ownership or other proprietary interest.

3.3.1.6Initial Planning

NOT APPLICABLE

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3.3.1.7Weight Status Reporting

NOT APPLICABLE

3.3.1.8Integrated Product Team

Seller shall, as required and in accordance with SBP Section 44.0, locate at Spirit facilities key personnel for Integrated Product Teams.

3.3.2Recurring Work

3.3.2.1Production Articles

Seller will provide the Production Articles specified in SBP Attachment 1 in accordance with the delivery schedules set forth in the applicable release orders. All Production Articles will be manufactured and delivered in accordance with the specifications and requirements set forth in this SBP.

3.3.2.2Tool Maintenance

Seller shall provide control, accountability, care, storage, maintenance and replacements of all Contractor-Use Tooling and Common-Use Tooling, in accordance with Document D953W001, "General Operations Requirements Document for Suppliers," as required to support the manufacture and delivery of Products.

3.3.2.3Disposable Shipping Fixtures

NOT APPLICABLE

3.3.2.4Maintenance of Production Planning

Seller will revise and maintain the Tool and production planning as required to support the production of Production Articles and Spare Parts.

3.3.3Spares and Miscellaneous Work

3.3.3.1Spare Parts Ordering

In accordance with the requirements as identified in SBP Section 13.1, Seller will manufacture and sell such Spare Parts as Spirit may order from time to time. Seller shall accept any Order for Spare Parts during the term of the SBP.

3.3.3.2Planning for Fabrication of Spare Parts

NOT APPLICABLE

3.3.3.3Sale of Boeing Proprietary Spare Parts

Seller shall sell Boeing Proprietary Spare Parts to Spirit, or to third parties only with Spirit's prior written approval or at Spirit's direction. Seller shall respond to any inquiry from a third party concerning Boeing Proprietary Spare Parts in accordance with SBP Section 3.3.3.1.

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3.3.3.4Miscellaneous Work

Seller shall provide to Spirit Miscellaneous Work, including, without limitation, test articles, Spirit-Use Tooling, test support, field support or other related program support items, as may be ordered by Spirit from time to time.

4.0GOVERNING QUALITY ASSURANCE REQUIREMENTS

In addition to those general quality assurance requirements set forth in the GTA, the work performed under this SBP shall be in accordance with the requirements set forth in SBP Attachment 10.

5.0APPLICABLE LAW

This contract shall be governed by the laws of the State of Kansas. No consideration shall be given to Kansas’ conflict of law rules. This contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Seller hereby irrevocably consents to and submits itself exclusively to the jurisdiction of the applicable courts of Sedgwick County Kansas and the federal courts of Kansas State for the purpose of any suit, action or other judicial proceeding arising out of or connected with any Order or the performance or subject matter thereof. Seller hereby waives and agrees not to assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that (a) Seller is not personally subject to the jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in an inconvenient forum or (c) the venue of the suit, action or proceeding is improper.

6.0PRODUCT SUPPORT AND ASSURANCE

6.1Warranty

Seller acknowledges that Spirit and Customers must be able to rely on each Product performing as specified and that Seller will provide all required support. Accordingly, the following provisions, including documents, if any, set forth below are incorporated herein and made a part hereof:

"Boeing Designed, Sub-Contracted Products Manufacturers Warranty" Boeing Document M6-1124-3,

Spirit may choose initially not to extend the Seller's full warranty of Product to Customers. This action shall in no way relieve Seller of any obligation set forth in the warranty documents listed above. Spirit, at its sole discretion, may extend Seller's full warranty of Product to its Customers at any time. Furthermore, Seller agrees to support the Product as long as any aircraft using or supported by the Product remains in service.

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6.2Integrated Materials Management (IMM) Program

If requested by Spirit, Seller shall participate in and support Spirit's Integrated Materials Management (IMM) Program pursuant to terms and conditions mutually determined by the parties that will achieve an efficient and low cost supply chain infrastructure pursuant to the goals and strategies of the IMM Program as set forth below:

A.   Provide a Spirit integrated solution for customers’ material management operations;

B.   Provide guaranteed service levels to customers’ maintenance operations;

C.   Reduce inventory and process costs with better service levels to customers;

D.   Enable supply chain and customers to reduce costs and share benefits.

IMM on-site functions may be located at customers’ facilities and may include, demand planning, inventory management, repair and overhaul services and replenishment management. IMM global functions may include, planning and collaboration, global operations, systems integration, network supplier management, global logistics management, quality assurance, human resources, parts/services engineering, finance and accounting, communications, product development.

7.0PAYMENT

7.1Recurring Price

^*

Except as otherwise provided on applicable Order identifying Pay-From Receipt, payment due dates, including discount periods, shall be computed from (a) the date of receipt of the Product, (b) the date of receipt of a correct (proper) invoice or (c) the scheduled delivery date of such Product, whichever is last. Unless freight and other charges are itemized, any discount shall be taken on the full amount of the invoice. All payments are subject to adjustment for shortages, credits and rejections.

7.2Nonrecurring Price/Special Charges

^*

____________________________

*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.

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7.3Payment Method

All payments hereunder shall be made by check payable to the order of Seller deposited in the U.S. postal system via first-class mail to an address designated in writing by Seller.

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7.4Payment Errors

If an error in payment (over payment or under payment) is discovered by Spirit or Seller, a written notification will be submitted to the other Party and resolution of the error will occur in a timely manner after discovery of such error.

7.5Spare Parts

The Price for any Spare Part shall be paid ^*.

7.6Invoicing

7.6.1Invoicing Requirements

Seller shall submit separate invoices for payment of Recurring and Nonrecurring Shipset Prices . Payment of any such invoice by Spirit shall be subject to the satisfaction of all of the following conditions:

A.   The Shipset of Production Articles for which payment is to be made shall have been delivered to Spirit. Any Shipset will be deemed to be delivered when all Production Articles constituting such Shipset shall have been delivered to Spirit.

B.   Spirit shall have received the Certified Tool List in form and substance satisfactory to Spirit, or otherwise in compliance with Documents D953W001 "General Operations Requirements Document for Suppliers," and D33200, "Boeing Suppliers' Tooling Manual," for the tools required to produce each Production Article in a Shipset, and, as changes to Production Articles shall occur, updated Certified Tool Lists listing additional Tools required to accomplish any such change, and

C.   The Spares Articles for which payment is to be made shall have been delivered to Spirit. Any Spare will be deemed to be delivered when all Articles constituting such Spare shall have been delivered to Spirit. The Miscellaneous Work (except for any Spare Part) for which payment is to be made shall be after delivery or provision, as the case may be, of the Product or Service constituting or containing such Miscellaneous Work to Spirit or Spirit’s designee

7.6.4Mailing Instructions

All invoices shall be mailed to:

Spirit AeroSystems, Inc.

_________________________________

^* 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.

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Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
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P.O. Box 582808

Tulsa, OK 74158-2808

Attention: Accounts Payable, D/904

7.6.5Summary Invoices

Seller shall supply a summary invoice for those shipments that contain multiple-invoiced items; each item in turn having its own invoice. The summary invoice shall be attached along with the paperwork for the shipment and provide total value for the invoices that accompany it as well as specify what invoices are covered.

An acceptable alternative is the use of a single invoice for multiple items, part numbers and purchase order numbers.

All specific questions and concerns on customs invoicing may be addressed to the Spirit Traffic Organization.

8.0SCHEDULE ACCELERATION/DECELERATION

Notwithstanding GTA Section 10.0, Spirit may revise the delivery schedule and/or firing order without additional cost or change to the unit price stated in the applicable Order if (a) the delivery date of the Product under such Order is on or before the last date of contract, if applicable, and (b) Spirit provides Seller with written notice of such changes.

Upon receipt of written notice of the change, Seller shall make its best effort to implement the change as soon as possible, but in no event shall the change be implemented later than three (3) months after notification of a schedule acceleration or deceleration.

Seller shall be entitled to payment for schedule changes made with less than three (3) months’ notice noted above; provided, however, that such payment shall not be made with respect to any Shipset delivered three (3) months or more after such notice is given. Any such payment shall be an amount equal to four-tenths of one percent (.4%) of the Recurring Shipset Price multiplied by the number of Shipsets accelerated or decelerated during such three (3) month period. The resulting payment amount shall be made in full net sixty (60) days after receipt of a correct and valid invoice. See Attachment 20 for an example of the above.

9.0NOTICES

9.1Addresses

For all matters requiring the approval or consent of either party such approval or consent shall be requested in writing and is not effective until given in writing. Notices and other communications shall be given in writing by personal delivery, United States mail, express delivery, facsimile, or electronic transmission addressed to the respective party as follows:

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To Spirit:	Attention: Randall P. Garrett: Dept. 953, Bldg. 057 Spirit AeroSystems, Inc.
	P.O. Box 582808 Tulsa, Oklahoma 74158-2808
To Seller:	Attention: Rick Darrow Leonard’s Metal, Inc.
	3600 Mueller Road St. Charles, MO 63301

10.0OBLIGATION TO PURCHASE AND SELL

Spirit and Seller agree that in consideration of the prices set forth under SBP Attachment 1, Spirit shall issue Orders for Products from time to time to Seller for all of Spirit’s requirements. Such Products shall be shipped at any scheduled rate of delivery, as determined by Spirit, and Seller shall sell to Spirit Spirit’s requirements of such Products, provided that, without limitation on Spirit’s right to determine its requirements, Spirit shall not be obligated to issue any Orders for any given Product if:

A.   Any of Spirit’s customers specifies an alternate product;

B.   Such Product is, in Spirit’s reasonable judgment, not technologically competitive at any time, for reasons including but not limited to the availability of significant changes in technology, design, materials, specifications, or manufacturing processes which result in a reduced price or weight or improved appearance, functionality, maintainability or reliability;

C.   Spirit gives reasonable notice to Seller of a change in any of Boeing's aircraft which will result in Spirit no longer requiring such Product for such aircraft;

D.   Seller has materially defaulted in any of its obligations under any Order, whether or not Spirit has issued a notice of default to Seller pursuant to GTA Section 13.0;

E.   Spirit reasonably determines that Seller cannot support Spirit’s requirements for Products in the amounts and within the delivery schedules Spirit requires; or

F.   Spirit gives at least six (6) months notice to Seller that the Product is used in the manufacturing of an airplane component, assembly or other product previously manufactured in-house by Spirit and which component, assembly or other product Spirit has resourced to a third party supplier; or,

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For purposes of this SBP Section 10.0, Spirit is defined as those organizations, divisions, groups or entities set forth specifically in SBP Attachment 1.

Seller represents and warrants to Spirit that discounts offered fairly reflect manufacturing, selling, or delivery cost savings resulting from this quantity sale and that such discounts are reasonably available to all other purchasers.

11.0COST AND PERFORMANCE VISIBILITY

When requested by Spirit, Seller shall provide all necessary cost support data, source documents for direct and indirect costs, and assistance at the Seller's facility in support of cost and performance reviews performed by the Parties pursuant to cost reduction initiatives as set forth in SBP Section 12.6.

The Cost and Performance Review (CPR) process is the tool, which the Parties may use to measure Seller’s performance to the goals and objectives of Spirit as set forth in SBP Section 12.6. Spirit and Seller may implement a structured process called CPR to review and identify areas, processes and strategies to improve, reduce or eliminate which will result in the desired effect of reducing costs and/or improving cycle times for the Product(s) set forth in this SBP. The CPR process will address those activities, which are a direct result of both parties involvement. Seller will provide the resources and data sufficient to support the CPR process in accordance with the structure set forth in SBP Attachment 9.

12.0CHANGE PROVISIONS

12.1Reserved

12.2Computation of Equitable Adjustment

The Rates and Factors set forth in SBP Attachment 3, which by this reference is incorporated herein, shall be used to determine the equitable adjustment, if any, (including equitable adjustments, if any, in the prices of Products to be incorporated in Derivative Aircraft), to be paid by Spirit pursuant to GTA Section 10.0 and SBP Section 38.0 for each individual change.

Adjustments to prices shall be established in accordance with SBP 12.2 and recorded in SBP Attachment 16.

12.2.1Changes Not Subject to Price Adjustment

No adjustment to the Prices hereunder shall be made with respect to the following changes:

A.   All Production Article delivery schedule changes, including firing order and rate changes, except as provided in SBP Section 8.0, if applicable.

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B.   Any other change that is not subject to Price adjustment in accordance with clause 12.2.2 below.

12.2.2Changes Subject to Price Adjustment

An adjustment to the Prices hereunder shall be made with respect to the following changes:

A.   Committed Changes (70000 Series PRRs), Flight Changes (FCs), Master Changes (MCs), Rapid Revisions (RRs) and Modification Revisions (MRs), provided that such changes shall satisfy the criteria set forth in Paragraph 12.2.4 below.

B.   The transfer, pursuant to SBP Section 38.0, to or from Seller of responsibility for any part of the production of any Product or product or for the provision of any Service or service.

C.   Any change resulting in the production of Derivatives.

D.   Categorized changes (94000 and 95000 Series Production Revisions Records)(PRRs) as defined in Documents D6T11122-2, and D962W101, "Supplier Change Management".

E.   Change Incorporation Requests (CIRs) as defined in Document D953W001, "General Operations Requirements Document for Suppliers".

F.   Spirit generated SLCPN, “Supplier Generated Line Change Point Notice”.

12.2.3Proposals for Price Adjustment

12.2.3.1Timeframe

Changes Prior to 100% Engineering Release - No later than thirty (30) calendar days after 100% Engineering Release, Seller shall submit to Spirit a listing of all changes which were received by Seller prior to 100% Engineering Release together with Seller’s proposal for appropriate price adjustment.

Changes Subsequent to 100% Engineering Release - Seller must assert any claim to Spirit procurement Representative in writing within thirty (30) days and a fully supported proposal to Spirit procurement Representative within forty-five (45) calendar days after receipt of such direction.

If Spirit does not receive any proposal within the forty-five (45) day time period, no such adjustment shall be made to Nonrecurring and Recurring Shipset Prices.

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12.2.3.2Content

Seller shall provide a detailed description of each change, the technical impact on the Product’s form, fit, and/or function, and any significant impact on manufacturing processes. Seller shall include with each proposal a complete estimate of the Change’s impact on the Seller’s cost per Product, including, but not limited to, the impact on labor hours, labor rates, processing costs, sub-tier supplier costs and raw material costs. Spirit must be able to substantiate and verify Seller’s submittal.

12.2.3.3Review of Price Adjustment Proposal

Spirit will review the Seller’s provided submittal and Spirit may request from Seller additional data to allow Spirit to thoroughly review each submittal. Seller will provide Spirit additional data within thirty (30) days of Spirit’s request for such additional data. Spirit will review any additional data submitted and inform Seller of any further requirements.

If Spirit and Seller mutually determine that a change meets the change pricing criteria set forth in SBP Section 12.2.4, Spirit and Seller will negotiate an equitable adjustment in the price to reflect the increase or decrease. Spirit shall adjust the then-current Nonrecurring and Recurring Shipset Prices in accordance with SBP Section 12.2.5.

12.2.3.4Future Derivative(s) and Follow-on Work

For Derivative(s) and follow-on work outside the term of this SBP, Spirit reserves the right to contract with any supplier Spirit determines is appropriate for the supply of the Products addressed in this SBP. In determining the appropriate supplier for Derivative(s), market driven target prices, based on Spirit’s expected revenue generated from sales of Derivative(s), will be a key consideration in the selection process, and in the establishment of Nonrecurring and Recurring Shipset Prices for Derivative(s). If Spirit selects Seller as the supplier for these Products, change pricing will be subject to SBP Section 12.2.4.3.

12.2.4Change Pricing Criteria

12.2.4.1Changes Prior to 100% Engineering Release

For changes received by Seller prior to 100% Engineering Release, the then current Nonrecurring and/or Recurring Shipset Prices set forth in SBP Attachment 1 and/or 16 (whichever is applicable) shall be adjusted if:

12.2.4.1.1Nonrecurring Shipset Price Adjustment Prior to 100% Engineering Release

For Nonrecurring Work, the price impact, up or down of each change on the Total Nonrecurring Work Package Price is ^*.

_________________________________

^* 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.

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12.2.4.1.2Recurring Shipset Price Adjustment Prior to 100% Engineering Release

For Recurring Work, the price impact, up or down, of each change on the Recurring Shipset Price is ^*.

12.2.4.2Changes Subsequent to 100% Engineering Release

For Changes received by Seller after 100% Engineering Release, the then current Nonrecurring and/or Recurring Shipset Prices set forth in SBP Attachments 1 and/or 16 (whichever is applicable) shall be adjusted if:

12.2.4.2.1Nonrecurring Shipset Price Adjustment Subsequent to 100% Engineering Release

For Nonrecurring Work, the price impact, up or down, of change on the Total Nonrecurring Work Package Price is ^*.

12.2.4.2.2Recurring Price Adjustment Subsequent to 100% Engineering Release

For Recurring Work, the price impact, up or down, of each change on the then-current Recurring Shipset Price is ^*.

12.2.4.3Changes for Derivatives

Any changes associated with the production of Products for a Derivative shall be subject to the change pricing criteria set forth in SBP Section 12.2.3.1 and 12.2.3.2.

12.2.5Apportionment and Payment of Price Adjustments

12.2.5.1Nonrecurring Work

12.2.5.1.1Price Adjustment

The amount of the Total Nonrecurring Work Package Price adjustment shall be equal to the value of the change subject to SBP Section 12.0 and shall be documented in SBP Attachment 16.

_________________________________

^* 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.

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12.2.5.1.2Apportionment and Payment

Any adjustment to the Shipset Nonrecurring Price shall be paid ^*.

12.2.6.1Recurring Work

12.2.6.1.1Price Adjustment

The amount of the Recurring Shipset Price adjustment shall be equal to the value of the change subject to SBP Section 12.0 and shall be documented in SBP Attachment 16.

All changes to the Recurring Shipset Price shall be set forth in SBP Attachment 16.

12.2.6.1.2Apportionment and Payment

The then-current Recurring Shipset Price shall be adjusted to reflect the change beginning with the first Shipset, which incorporates such change. See SBP Attachment 16 for an example.

_________________________________

^* 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.

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12.3Obsolescence

No adjustment to Prices pursuant to SBP Section 12.2 shall include any of Seller's costs for obsolescence. Notwithstanding the foregoing, Seller shall be entitled to payment for any obsolescence estimated to exceed ^* and allowable in accordance with GTA Section 12.3. Each change shall, for purposes of determining obsolescence costs, be considered separately. Changes, for purposes of determining obsolescence costs, may not be combined for the purpose of exceeding the limit described in this SBP Section 12.3

12.4Change Absorption (Nonrecurring/Recurring)

12.4.1 Prior to 100% Engineering Release (Drawing Revision Level New)

Notwithstanding the provisions of GTA Section 10.0, ^*.

^*

12.4.2Subsequent to 100% Engineering Release

Notwithstanding the provisions of GTA Section 10.0, ^*.

_________________________________

^* 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.

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^*.

12.5Planning Schedule

Any planning schedule, forecast, or any such quantity estimate provided by Spirit shall be used solely for production planning. Spirit may purchase Products in different quantities and specify different delivery dates as necessary to meet Spirit’s requirements. Any such estimate shall be subject to adjustment from time to time, and such adjustment shall not constitute a change under GTA Section 10.0 nor a termination under GTA Section 12.0.

12.6Total Cost Management

Spirit and Seller shall engage in a process herein known as Total Cost Management (TCM). Spirit and Seller shall each identify cost reduction opportunities and work together for implementation. Spirit and Seller shall review TCM opportunities on a periodic basis, which shall include the establishment of targets and implementation plans. Where Spirit and Seller identify TCM cost improvements, beyond those previously anticipated, identified and documented in the price, the Parties will determine the amount of savings that will result from the improvements and share the savings. Notwithstanding any other provision(s) elsewhere in this SBP, where a savings is identified as part of TCM, the Parties agree to reduce the price accordingly including any related Spares work statement priced pursuant to this SBP. Seller suggestions disapproved by Spirit may be given consideration in achievement of TCM targets.

12.6.1 Spirit Generated Technical and Cost Improvement

At any time during the Seller's performance under this SBP, Spirit may offer specific recommendations to Seller for the incorporation of any new technologies and process improvements intended to reduce Seller's costs or improve Product performance. These recommendations may include, but are not limited to, Spirit proprietary information and Spirit owned patents. Notwithstanding any other provision(s) elsewhere in this SBP, where a savings is identified and documented, the Parties agree to reduce the price accordingly. Such recommendations by Spirit shall not relieve Seller of its obligation to perform under this SBP.

12.7Reserved

12.8Reserved

_________________________________

^* 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.

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12.9Derivative Aircraft

Spirit may, but is not obligated to direct Seller within the scope of the applicable Order and in accordance with the provisions of GTA Section 10.0 to supply Spirit’s requirements for Products for Derivative aircraft which correspond to those Products being produced under the applicable Order. For purposes of this SBP Section, Derivative Aircraft means any model airplane designated by Spirit as a derivative of an existing model airplane and which: (1) has the same number of engines as the existing model airplane; (2) utilizes essentially the same aerodynamic and propulsion design, major assembly components, and systems as the existing model airplane; (3) achieves other payload/range combinations by changes in body length, engine thrust, or variations in certified gross weight; (4) has the same body cross-section as the subject model aircraft; and (5) is designated as a Derivative to the FAA by Manufacturer. A Derivative does not include any subject model aircraft, which has been or was currently in production as of the date of execution of the applicable SBP. Furthermore, Spirit reserves the right to extend application of the above Products and prices to other aircraft models as required.

13.0SPARES AND OTHER PRICING

13.1Spares

For purposes of this SBP Section, the following requirements and definitions shall apply:

A.   AIRCRAFT ON GROUND (AOG) - means the highest Spares priority. Seller will expend best efforts to provide the earliest possible shipment of any Spare designated AOG by Spirit. Such effort includes but is not limited to working twenty-four (24) hours a day, seven days a week and use of premium transportation. Seller shall specify the delivery date of any such AOG Spare within two (2) hours of receipt of an AOG Spare request.

B.   DEMAND DATE - means a date provided to Seller by Spirit when Spirit wants the Product(s) on-dock. Seller will provide a commitment to Spirit no later than three (3) days from notification of demand date.

C.   SELLER’S FULL LEADTIME SPARE - means a Spare in which the Demand Date is equal to or greater than Seller’s normal lead-time or the Demand Date is less than Seller’s normal lead-time but Seller’s best effort commitment is Seller’s normal lead-time.

D.   SELLER’S LESS THAN FULL LEADTIME SPARE - means a Spare in which the Demand Date is less than Seller’s normal lead-time and Seller’s best effort commitment to meet the Demand Date is less than Seller’s normal lead-time

E.   PURCHASED ON ASSEMBLY REQUIREMENT (POA) - means any detail component needed to replace a component on an End Item Assembly currently in

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Spirit's assembly line process.  Seller shall expend best efforts to provide the earliest possible delivery of any Spare designated as POA by Spirit.  Such effort includes but is not limited to working twenty-four (24) hours a day, seven days a week and use of premium transportation.  Seller shall specify the delivery date of any such POA within two (2) hours of a POA request.

F.   IN-PRODUCTION SPARE - means any Spare which is in the current engineering configuration for the Product and is used on a model aircraft currently being manufactured by Spirit at the time of the Order.

G.   NON-PRODUCTION SPARE - means any Spare which is used on model aircraft no longer being manufactured by Aircraft Manufacturer (Post Production) or is in a non-current engineering configuration for the Product (Out of Production).

H.   BOEING PROPRIETARY SPARE - means any Spare, which is manufactured (i) by Boeing, or (ii) to Boeing's detailed designs with Boeing's authorization or (iii) in whole or in part using Boeing's Proprietary Materials.

13.1.1Spares Support

The Demand Date initiative is Spirit’s means of providing Seller greater visibility of Customer requirements and expectations for Spares. Seller agrees to work with Spirit during the term of this SBP to identify and address those elements in the manufacturing or support processes which are critical to supporting the Demand Date initiative. Where possible, the parties will work to improve those critical elements.

Seller shall provide Spirit with a written Spares support plan describing Seller's process for supporting AOG commitments and manufacturing support. The plan must provide Spirit with the name and number of a twenty-four (24) hour contact for coordination of AOG requirements. Such contact shall be equivalent to the coverage provided by Spirit to its Customers as outlined in SBP Attachment 4 "Spirit AOG Coverage".

Seller shall notify Spirit as soon as possible via fax, telecon, or as otherwise agreed to by the Parties of each AOG requirement shipment using the form identified in SBP Attachment 5 "Spirit AOG Shipping Notification". Such notification shall include time and date shipped, quantity shipped, Order, pack slip, method of transportation and air bill if applicable. Seller shall also notify Boeing immediately upon the discovery of any delays in shipment of any requirement and identify the earliest revised shipment possible.

13.1.2Reserved

13.1.3Spare Pricing

^*.

_________________________________

^* 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.

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^*.

During the term of this SBP, Spirit reserves the right to evaluate and determine if Seller's component part pricing (CPP) is market based. In the event Spirit, after consultation with Seller, determines Seller's CPP is not commensurate with market conditions, Spirit reserves the right to limit Spirit’s obligation to purchase the applicable part(s) from Seller under SBP Section 10.0. Spirit will, upon determination that Seller’s CPP is not market based, remove such Product from Attachment 1 and add it to Attachment 1A. For those items listed in Attachment 1A, Spirit reserves the right to purchase the items from Seller at the price set forth in Attachment 1A or from a third party as determined by Spirit.

13.1.4Spares Special Handling

The price for all effort associated with the handling of Spare(s) is deemed to be included in the price for such Spare(s). If Spirit directs delivery of Spares to a place other than that designated in SBP Section 3.2.1, Spirit shall reimburse Seller for shipping charges, including insurance, paid by Seller to the designated place of delivery which exceed the original cost of shipping contemplated in this SBP. Such charges shall be shown separately on all invoices.

13.2Expedite of Production Requirements

Any expedite charges to be paid for short flow production requirements shall be pre-approved by the Procurement Agent. Seller shall provide data to verify expedite charges. If Seller fails to meet their committed delivery, Spirit shall not be obligated to pay the agreed upon amount.

13.3Tooling

13.3.1Responsible Party

^*. Seller shall not use tools, which contain, convey, embody, or were made in accordance with or by reference to any Proprietary Information and Materials of Spirit, to manufacture parts for anyone other than Spirit without the prior written authorization of Spirit.

^*. In addition to the requirements set forth in SBP Section 7.2, the Seller shall comply with the applicable Terms and Conditions as set forth in SBP Section 2.3 for the Spirit location issuing the Order. ^*. Invoices shall be dated concurrent with, or subsequent to, shipment of the Products. No repair, replacement, maintenance or rework of such Tooling shall be

_________________________________

^* 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.

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performed without Spirit’s prior written consent. Spirit shall notify Seller of any action required for discrepant Tooling.

13.3.2Spirit Furnished Tooling

In the event Spirit furnishes Tooling to Seller, Seller shall comply with the applicable Terms and Conditions as set forth in SBP Section 2.3 for the Spirit location furnishing the Tooling. No repair, replacement, maintenance or rework of such Tooling shall be performed without Spirit’s prior written consent. Spirit shall notify Seller of any action required for discrepant Tooling.

13.3.3Additional Tooling Requirement

Upon expiration, termination or cancellation of this SBP or any Product included herein and for up to one year thereafter, Seller shall at no cost to Spirit, prepare and package for shipment any and all Tooling in the possession or under the effective control of Seller or any of its Subcontractors or suppliers associated with this SBP or the applicable Product within 30 days of receipt of written notice from Spirit. Included as part of this preparation would be the transfer of title, where applicable, of such Tooling free and clear of all liens, claims or other rights of Seller or any third party.

Seller hereby authorizes Spirit or its representatives to enter upon its, or any of Seller's Subcontractors or suppliers, premises at any time during regular business hours upon one (1) day's advance written notice, for the limited purpose of taking physical possession of any or all of the aforesaid items. At the request of Spirit, Seller shall promptly provide to Spirit a detailed list of such items, including the location thereof, and shall catalog, crate, package, mark and ship such items expeditiously and in an orderly manner and otherwise in the manner requested by Spirit, which request may specify incremental or priority shipping of certain items. Seller shall, if instructed by Spirit, store or dispose of any or all of the aforesaid items in any reasonable manner requested by Spirit.

13.3.3.1Title to Tooling

Except as provided in GTA Section 12.2, and GTA Section 13.0, Seller shall retain, and shall cause each of its subcontractors to retain, legal title to all Contractor-Use Tooling, Common-Use Tooling and Spirit-Use Tooling manufactured or procured by Seller or any of its subcontractors, as the case may be, until Seller shall have received full payment of the Nonrecurring Shipset Price therefore as provided in SBP Attachment 1 and SBP Section 7.0. Notwithstanding the foregoing, Seller shall retain, and shall cause each of its subcontractors to retain, title to such Tooling following receipt of such payment until such time as Spirit shall request the transfer of such title to Spirit.

13.3.3.2Use and Disposition of Tooling

Seller shall use any and all Tooling only for the purpose of performing its obligations under this SBP, and shall not sell, lease or otherwise dispose of any Tooling. Seller shall obtain

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and maintain in effect insurance in respect of all Contractor-Use Tooling and Common-Use Tooling (other than such Tooling, which is in the actual possession of Spirit,) in accordance with SBP Section 45.0. Seller shall not create or allow to exist in respect of any Tooling any lien, claim or right of any person or entity other than the rights of Spirit under this SBP.

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13.3.3.3Accountability for Tooling

Seller shall control and account for all Tooling. in accordance with the provisions of Boeing Document D33200, "Boeing Suppliers' Tooling Manual," and Boeing Document D953W001, “General Operations Requirements Document for Suppliers External/Internal Suppliers/Program Partners." This requirement shall apply to Spirit-Use Tooling until delivery thereof to Spirit, and to Contractor-Use Tooling and Common-Use Tooling at all times prior to the removal thereof by Spirit or delivery to Spirit or Spirit’s designee pursuant to GTA Section 12.2. Seller shall identify all new, reworked and re-identified Tooling with an identification tag containing the Boeing Lifetime Serial Number of each Tool. Boeing Lifetime Serial Numbers shall be provided to Seller by Spirit.

13.3.3.4Certified Tool Lists

Seller shall prepare a list or lists ("Certified Tool List") containing the Tool number, the Boeing Lifetime Serial Number for each Tool and such other information as Spirit shall request. Seller shall prepare a separate Certified Tool List for (i) Contractor-Use Tools, (ii) Common-Use Tools, (iii) Spirit-Use Tools, and (iv) Casting/Extrusion Tools. Seller shall promptly submit each initial Certified Tool List to Spirit. Seller shall subsequently submit from time to time as specified by Spirit new Certified Tool Lists to supplement the information contained in the initial Certified Tool Lists.

13.4Pricing of Spirit’s Supporting Requirements

Any Products required to assist Spirit’s supporting requirements, including but not limited to requirements test requirements, factory support, flight test spares will be provided for not more than the applicable price as set forth in SBP Attachment 1.

13.5Pricing of Requirements for Modification or Retrofit

13.5.1Spirit Responsibility or Regulatory Requirement

Any Products required by Spirit to support a modification or retrofit program which results from a regulatory requirement or which Spirit may be liable for the cost associated with such program shall be provided to Spirit at a price not more than the applicable price as set forth in SBP Attachment 1.

13.5.2Contract Aftermarket Modification or Retrofit Work Performed by Spirit

Any Products required by Spirit to support modification or retrofit programs, which Spirit performs under contract, shall be provided for not more than the applicable price as set forth in SBP Attachment 1.

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13.6Pricing of Similar Products

New Products ordered by Spirit that are similar to or within Product families of Products currently being manufactured by Seller shall be priced using the same methodology or basis as that used to price the existing Product(s).

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14.0               STATUS REPORTS/REVIEWS

14.1General Reports / Reviews

When requested by Spirit, Seller shall update and submit, as a minimum, monthly status reports or data requested by Spirit using a method mutually agreed upon by Spirit and Seller. Spirit has the right to impose more frequent reporting on Seller to achieve program objectives.

When requested by Spirit, Seller shall provide to Spirit a manufacturing milestone chart identifying the major purchasing, planning and manufacturing operations for the applicable Product(s).

Program reviews will be held at Seller’s facility or Spirit’s facilities as requested by Spirit. The topics of these reviews may include raw material and component part status, manufacturing status, production status, Seller’s current and future capacity assessments, Spirit supplied components, inventory, Spirit’s requirements, changes, forecasts and other issues pertinent to Seller’s performance under this SBP. Reviews will allow formal presentations and discussion of status reports as set forth above.

Formal management reviews shall be held periodically by Spirit and Seller to evaluate total cost performance (including overhead, man-hours (production and support)). During these reviews, Seller shall present and provide actual cost performance data with respect to this SBP.

14.2Diversity Reporting

Seller shall report to Spirit on a quarterly basis, starting from the date of this SBP award, all payments to small businesses, small disadvantaged business/minority business enterprises, women-owned small business and historically black colleges and universities and minority institutions in dollars and as a percentage of the contract price paid to Seller to date, proving the information shown on the Second Tier Report located in SBP Attachment 11.

14.3                Program Manager

When requested by Spirit Seller will assign a full-time program manager whose exclusive responsibility will be to oversee and manage Seller's performance hereunder. The assignment of such program manager will be subject to Spirit’s prior approval of such Person's resume.

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14.4Certified Tool List

If applicable, Seller shall provide a Certified Tool List for all accountable tools thirty (30) days after delivery of the first production unit to Spirit, in accordance with SBP Section 2.3. Subsequent to submittal of the initial Certified Tool List, Seller shall provide Certified Tool Lists for any new, reworked or re-identified tools, thirty (30) days after completion of the first affected production part. All tooling manufactured and acquired by Seller for use in performance of the Program shall be in accordance with all tooling requirements specified in SBP Section 2.3.

14.5Problem Reports

Seller shall provide a detailed report, notifying Spirit of program problems/issues that could impact Seller’s ability to deliver Products on time and otherwise in conformance with the terms of the GTA and SBP. The report shall contain a detailed description of the problem, impact on the program or affected tasks, and corrective/remedial action, with a recovery schedule. Submittal of a report in no way relieves Seller of any obligations under the GTA and SBP nor does it constitute a waiver of any rights and remedies Spirit may have with respect to any default.

Problem reports shall be submitted to the Spirit Procurement Representative within twenty-four (24) hours of known problem to Seller. Where problems arise prior to a normal status reporting date, Seller shall report said events immediately or within 24 hours. Status reports shall include, but are not limited to, the following topics:

A.   Delivery schedule updates, schedule impact issues and corrective action;

B.   Technical/manufacturing progress since the previous report period, including significant accomplishments, breakthroughs, problems and solutions;

C.   Identification of changes to key manpower or staffing levels;

D.   Identification of the critical events/activities expected within the next month and a discussion of potential risk factors;

E.   Progress on open Action Items, including closure dates;

F.   Purchased components and raw material status;

G.   Identification of Quality issues and resolutions;

H.   Manufacturing and Quality inspection progress of First Article products;

I.   Status on tool design and fabrication, as applicable, until completion;

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J.   Inventory status of castings and forgings procured by Seller (if applicable).

14.6Reserved

15.0INTERNATIONAL COOPERATION

15.1Market Access and Sales Support

Seller agrees to work with Spirit to develop a contracting strategy, which supports Spirit’s market access, and international business strategy. Spirit and Seller agree to work together to identify countries where Seller may subcontract in support of Spirit’s market access and international business strategy. With respect to work covered by this SBP, and if directed by Spirit, Seller agrees to procure from subcontractors or suppliers, in countries selected by Spirit, goods and services with a value to be determined by Spirit after coordination with Seller. Such direction may occur at any time during the performance of this SBP. Although not required to do so, Seller may satisfy such obligation through purchases not related to this SBP. If Seller is directed by Spirit to subcontract any part of its Product(s) and Seller anticipates an increase or decrease to the price for such Product(s) as a result of such direction, Seller shall immediately notify Spirit in writing. Spirit shall respond within thirty (30) days on whether Seller is to proceed.

15.2Offset Assistance

Seller shall use its best reasonable efforts to cooperate with Spirit in the fulfillment of any non-United States offset program obligation that Spirit may have accepted as a condition of the sale of a Spirit product. In the event that Seller is either directed by Spirit, or on its own solicits bids and/or proposals for, or procures or offers to procure any goods or services relating to the work covered by this SBP from any source outside of the United States, Spirit shall be entitled, to the exclusion of all others, to all industrial benefits and other "offset" credits which may result from such solicitations, procurements or offers to procure. Seller shall take any actions that may be required on its part to assure that Spirit receives such credits. . Seller shall document on SBP Attachment 2 all offers to contract and executed contracts with such subcontractors or suppliers including the dollars contracted. Seller shall provide to Spirit an updated copy of SBP Attachment 2 for the six-month periods ending June 30 and December 31 of each year. The reports shall be submitted on the 1^st of August and the 1^st of February respectively. If Seller is directed by Spirit to subcontract any part of its Product(s) to a country in which Spirit has an offset obligation, an equitable price adjustment, increase or decrease, for Seller's costs and expenses will be considered by Spirit.

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15.3Reserved

16.0Spirit FURNISHED MATERIAL/SUPPLIER BANKED MATERIAL

Material, including but not limited to raw material, standards, detail components and assemblies, furnished to Seller by Spirit shall be administered in accordance with a Bonded Stores Agreement between Spirit and Seller.

Seller shall provide Spirit with required on-dock dates for all material. Seller's notice shall provide Spirit with sufficient time to competitively acquire the material if, in its sole and absolute discretion, it desires to do so.

17.0PARTICIPATION

17.1Other Spirit Entities

Seller agrees that any Spirit division or Spirit subsidiary ("Spirit Entity") not specifically included in this SBP may, by issuing a purchase order, work order, or other release document, place orders under this SBP during the term hereof or any written extension thereof, under the terms, conditions and pricing specified by this SBP. Seller agrees that the prices set forth herein may be disclosed by Spirit on a confidential basis to Spirit entities wishing to invoke this SBP Section 17.1. Seller shall notify the Spirit Procurement Representative named in SBP Section 9.0 of Spirit Entities not specifically referenced herein who frequently use this SBP.

17.2Spirit Subcontractors/Suppliers

Seller agrees that any subcontractor or supplier (hereinafter referred to as “Spirit Subcontractor”) performing work for a Spirit Entity, including but not limited to inventory management, may issue an order or contract with Seller independent of this SBP. Seller agrees to sell Products or support a schedule and or a quantity change to such Spirit Subcontractor for its use in its contracts with Spirit at the prices set forth herein or at a price that reflects the pricing methodology used under this SBP. Spirit assumes no obligation, including payment obligation, with respect to such independent contract. Seller agrees that the prices set forth herein may be disclosed by Spirit on a confidential basis to any Spirit Subcontractor wishing to invoke this SBP Section 17.2. Seller may request written verification from the Spirit Subcontractor that the Products ordered pursuant to the authority of this SBP support Spirit requirements. Seller shall periodically inform the Spirit Procurement Representative of each such request invoking this participation right.

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17.3Notification of Contract

In the event a purchaser known by Seller to be a Spirit Entity or Spirit Subcontractor places an order for supplies or services covered by this SBP but fails to reference this SBP or otherwise seek the prices established by this SBP, Seller shall notify such purchaser of the existence of this SBP and the prices established hereunder and shall offer such prices to such purchaser.

17.4Notification of Price Reductions

If Seller is awarded an additional order or contract by another Spirit Entity that results in any price less than that established under this SBP, Seller agrees to notify the Spirit Procurement Representative immediately of said price reductions and shall extend all such price reductions to this SBP.

18.0INVENTORY AT CONTRACT COMPLETION

Subsequent to Seller's last delivery of Product(s), Products which contain, convey, embody or were manufactured in accordance with or by reference to Spirit’s Proprietary Materials including but not limited to finished goods, work-in-process and detail components (hereafter "Inventory") which are in excess of Order quantity shall be made available to Spirit for purchase. In the event Spirit, in its sole discretion, elects not to purchase the Inventory, Seller may scrap the Inventory. Prior to scrapping the Inventory, Seller shall mutilate or render it unusable. Seller shall maintain, pursuant to their quality assurance system, records certifying destruction of the applicable Inventory. Said certification shall state the method and date of mutilation and destruction of the subject Inventory. Spirit or applicable regulatory agencies shall have the right to review and inspect these records at any time it deems necessary. In the event Seller elects to maintain the Inventory, Seller shall maintain accountability for the inventory and Seller shall not sell or provide the Inventory to any third party without prior specific written authorization from Spirit. Failure to comply with these requirements shall be a material breach and grounds for default pursuant to GTA Section 13.0. Nothing in this SBP Section 18.0 prohibits Seller from making legal sales directly to the United States of America Government.

19.0OWNERSHIP OF INTELLECTUAL PROPERTY

19.1Technical Work Product

All technical work product, including, but not limited to, ideas, information, data, documents, drawings, software, software documentation, software tools, designs, specifications, and processes produced by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller which is covered by this SBP will be the exclusive property of Spirit and be delivered to Spirit promptly upon request.

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19.2Inventions and Patents

All inventions conceived, developed, or first reduced to practice by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller, which is covered by this SBP, and any patents based upon such inventions (both domestic and foreign), will be the exclusive property of Spirit. Seller will (i) promptly disclose all such inventions to Spirit in written detail and (ii) execute all papers, cooperate with Spirit, and perform all acts necessary or appropriate in connection with the filing, prosecution, maintenance, or assignment of related patents or patent applications on behalf of Spirit.

19.4Pre-Existing Inventions and Works of Authorship

Seller grants to Spirit, and to Spirit’s subcontractors, suppliers, and customers in connection with Products or work being performed for Spirit, an irrevocably, nonexclusive, paid-up, worldwide license under any patents, copyrights, industrial designs and mask works (whether domestic or foreign) owned or controlled by Seller at any time and existing prior to or during the term of this SBP, but only to the extent that such patents or copyrights would otherwise interfere with Spirit or Spirit’s subcontractors', suppliers', or customers' use or enjoyment of Products or the work product, inventions, or works of authorship belonging to Spirit under this SBP.

19.5Inapplicability

In the event of any inconsistency between this SBP Section 19.0 and any United States Government contract clause incorporated by reference into this SBP or any Order issued under this SBP, the incorporated clause shall govern to the extent that the end user of the Products is the United States Government.

20.0RESERVED

21.0GUARANTEED WEIGHT REQUIREMENTS

NOT APPLICABLE

22.0SELLER DATA REQUIREMENTS

NOT APPLICABLE

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23.0RESERVED

24.0RESERVED

25.0RESERVED

26.0INFRINGEMENT

Seller will indemnify, defend, and hold harmless Spirit and its Customers from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages, and/or including attorneys' fees and/or costs), liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including, but not limited to, any right in a patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacture, sale or use of Products by either Spirit or its Customers. Spirit and/or its Customers will duly notify Seller of any such claim, suit or action; and Seller will, at its own expense, fully defend such claim, suit or action on behalf of Spirit and/or its Customers. Seller shall have no obligation under this SBP Section 26.0 with regard to any infringement arising from: (i) Seller's compliance with formal specifications issued by Spirit where infringement could not be avoided in complying with such specifications or (ii) use or sale of Products for other than their intended application. For purposes of this SBP Section 26.0 only, the term Customer shall not include the United States Government; and the term Spirit shall include Spirit AeroSystems, Inc. and all Spirit entities and all officers, agents, and employees of Spirit or any Spirit entity.

27.0RAW MATERIAL PROGRAM

27.1Boeing Raw Material Strategy

During the term of this SBP, Seller shall procure from Boeing (or its designated service provider who will act on behalf of Boeing) all raw material of the commodity type specified on the SBP Attachment entitled "Commodity Listing and Terms of Sale" (SBP Attachment 8) necessary to support any Order issued pursuant to this SBP. From time to time, Spirit may amend the SBP Attachment entitled "Commodity Listing and Terms of Sale" by adding or deleting commodity types. Any such amendment, or revisions to the raw material pricing, shall be subject to adjustment under GTA Section 10.1 (Changes), provided that Seller shall take no action to terminate its existing supply agreements when such termination would result in an assertion for an adjustment until the Seller has received approval from Spirit. The provision of any raw material by Boeing to Seller shall be according to Boeing's standard terms of sale, the text of which is included in the SBP Attachment entitled "Commodity Listing and Terms of Sale". Spirit shall advise Seller of any designated service provider to be used at the time the Order is issued. Upon request by Spirit, Seller must provide to Spirit documentation (e.g., packing slips, invoices) showing Seller's full compliance with the obligations under this SBP Section. If requested by Spirit or its

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designated service provider, Seller will provide an annual forecast of demand for the applicable commodity.

27.2Reserved

28.0DIGITIZATION OF PROPRIETARY INFORMATION AND MATERIALS

Seller grants, to Spirit a license under Seller’s copyrights for the purpose of converting Seller’s Proprietary Informations and Materials to a digital format (“Digital Materials”) and make such Digital Materials available to its employees for company internal use through a computer data base system. Except as otherwise specifically agreed to in writing by the parties, said license set forth hereunder shall survive termination or cancellation of this SBP relative to Digital Materials included in Spirit’s computer data base system prior to receipt of such notice of termination or cancellation.

29.0   ON-SITE SUPPORT

NOT APPLICABLE

29.1Indemnification Negligence of Seller or subcontractor

Seller shall indemnify and hold harmless Spirit AeroSystems, Inc., its subsidiaries, and their directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever for property damage, personal injury, or death (including without limitation injury to or death of employees of Seller or any subcontractor thereof) and expenses, costs of litigation and counsel fees related thereto or incident to establishing the right to indemnification, arising out of or in any way related to the Contract, the performance thereof by Seller or any subcontractor thereof or other third parties, including without limitation the provision of services, personnel, facilities, equipment, support, supervision, or review. The foregoing indemnity shall apply only to the extent of the negligence of Seller, any subcontractor thereof, or their respective employees. In no event shall Seller’s obligations hereunder be limited to the extent of any insurance available to or provided by the Seller or any subcontractor thereof. Seller expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this paragraph.

29.2Commercial General Liability

If Seller or any subcontractor thereof will be performing work on Spirit premises, Seller shall carry and maintain, and ensure that all subcontractors or suppliers thereof carry and maintain, throughout the period when work is performed and until final acceptance by Spirit, Commercial General Liability insurance with available limits of not less than One Million Dollars ($l,000,000) per occurrence for bodily injury and property damage combined.

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29.3Automobile Liability

If licensed vehicles will be used in connection with the performance of the work, Seller shall carry and maintain, and ensure that any subcontractor thereof who uses a licensed vehicle in connection with the performance of the work carries and maintains, throughout the period when work is performed and until final acceptance by Spirit, Business Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed, or otherwise, with available limits of not less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage.

29.4Workers’ Compensation

Throughout the period when work is performed and until final acceptance by Spirit, Seller shall, and ensure that any subcontractor thereof shall, cover or maintain insurance in accordance with the applicable laws relating to Workers’ Compensation with respect to all of their respective employees working on or about Spirit premises. If Spirit is required by any applicable law to pay any Workers’ Compensation premiums with respect to an employee of Seller or any subcontractor, Seller shall reimburse Spirit for such payment.

29.5Certificates of Insurance

Prior to commencement of the work Seller shall provide for Spirit review and approval Certificates of Insurance reflecting full compliance with the requirements set forth in SBP Section 29.2 “Commercial General Liability”, SBP Section 29.3 “Automobile Liability” and, SBP Section 29.3 “Workers’ Compensation”. Such certificates shall be kept current and in compliance throughout the period when work is being performed and until final acceptance by Spirit, and shall provide for thirty (30) days advance written notice to Spirit in the event of cancellation. Failure of Seller or any subcontractor thereof to furnish Certificates of Insurance, or to procure and maintain the insurance required herein or failure of Spirit to request such certificates, endorsements or other proof of coverage shall not constitute a waiver of the respective Seller’s or subcontractor’s obligations hereunder.

29.6Self-Assumption

Any self-insured retention, deductibles, and exclusions in coverage in the policies required under this Section 29.0 shall be assumed by, for the account of, and at the sole risk of Seller or the subcontractor, which provides the insurance, and to the extent applicable shall be paid by such Seller or subcontractor. In no event shall the liability of Seller or any subcontractor thereof be limited to the extent of any of the minimum limits of insurance required herein.

29.7Protection of Property

Seller assumes, and shall ensure that all subcontractors or suppliers thereof and their respective employees assume, the risk of loss or destruction of or damage to any property

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of such parties whether owned, hired, rented, borrowed, or otherwise. Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Spirit, its subsidiaries, and their respective directors, officers, employees, and agents for any such loss or destruction of or damage to any property of Seller, any subcontractor, or their respective employees.

At all times Seller shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Spirit property. If any such property is damaged by the fault or negligence of Seller or any subcontractor thereof, Seller shall, at no cost to Spirit, promptly and equitably reimburse Spirit for such damage, or repair or otherwise make good such property to Spirit’s satisfaction. If Seller fails to do so, Spirit may do so and recover from Seller the cost thereof.

29.8Compliance with Spirit Site Requirements

In the event the Seller or Seller’s Subcontractor(s) performs any aspect of an applicable GTA, SBP or Order on property owned, operated, leased, or controlled by Spirit (hereinafter “On-Site Work”), Seller agrees to comply with the supplemental terms and conditions set forth in Attachment 13 “On-Site Terms and Conditions Supplement”.

30.0Spirit TECHNICAL / MANUFACTURING ASSISTANCE REGARDING SELLER’S NONPERFORMANCE

Seller shall reimburse Spirit for all Spirit resources expended in providing Seller and/or Seller’s subcontractors or supplier’s technical or manufacturing assistance in resolving Seller nonperformance issues at the established Spirit internal wage rate, which shall include fringe benefits, multiplied by the estimated hours recorded by Spirit, plus the estimated Material costs associated with providing such assistance. In addition, Seller shall, at Spirit’s request, pay for normal and customary expenses relating to salaries, living expenses, travel and any other reasonable expenses related to the provision of technical services. Such reimbursement may be offset against any pending Seller invoice, regardless of Spirit model or program. Spirit’s rights under this clause are in addition to those available to Spirit for Seller’s nonperformance issues, including those where a demand for an Adequate Assurance of Performance may be made under GTA Section 17.0.

31.0U. S. CUSTOMS INVOICE REQUIREMENTS

NOT APPLICABLE

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32.0STRATEGIC ALIGNMENT

Spirit may assign this SBP or any Order, in whole or in part, to a third party who is under an obligation to supply Spirit with components, kits, assemblies or systems that require the Seller's Product. At the time of such assignment, Seller releases Spirit from any and all claims, demands and rights, which Seller has or may thereafter have against Spirit in connection with such assigned SBP or Order. Spirit will require that its assignee expressly assume all obligations and perform all duties owed to Seller under the assigned SBP or Order. Promptly after the assignment, Spirit will notify Seller of the assignment and its effective date.

33.0CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT)

C-TPAT is an initiative between business and government to protect global commerce from terrorism and increase the efficiencies of global transportation. The program calls for importers, carriers and brokers to establish policies to enhance their own security practices and those of their business partners involved in their supply chain. Such practices may include but are not limited to the following:

Procedural Security -Procedures in place to protect against unmanifested material being introduced into the supply chain-

Physical Security -Buildings constructed to resist intrusion, perimeter fences, locking devices, and adequate lighting;

Access Controls -Positive identification of all employees, visitors and suppliers;

Personnel Security -Employment screening, background checks and application verifications

Education and Training Awareness -Security awareness training, incentives for

participation in security controls

Seller agrees to work with Spirit and appropriate industry and governmental agencies, as necessary, to develop and implement policies and procedures consistent with the C-TPAT initiative to ensure the safe and secure transport of Products under this SBP.

34.0 ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS

Seller shall implement an environmental management system (“EMS”) and health and safety management system (“HSMS”) with respect to its performance under this SBP; and insert, in any of its subcontractor and supplier contracts for performance of Seller’s

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obligations under this SBP, provisions substantially similar to this SBP Section 34.0 and GTA Section 21.1 (Compliance with Laws).

35.0DELIVERY - TITLE AND RISK OF LOSS

35.1Delivery Point and Schedule

Notwithstanding the provisions of GTA Section 4.1, deliveries of Recurring Products shall be strictly in accordance with the quantities, the schedule and other requirements specified in SBP Attachment 1. All Products shall be delivered for United States domestic deliveries F.O.B. Buyer’s dock; for non-United States origin, DDU (as such term is defined by the International Chamber of Commerce in Incoterms 2000), or as otherwise specified by Spirit.

35.2Reserved

35.3               Reserved

35.4Notification of Shipment

Seller shall notify the Spirit personnel identified by the Procurement Agent, by telephone, facsimile or e-mail when any shipment is made. Such notification will include (i) a list of the items and quantities of items shipped, (ii) the Shipset number with respect to any item shipped, (iii) the number and weight of containers shipped, (iv) the shipper or packing sheet number with respect to such shipment, and (v) the date of such shipment. Seller shall e-mail, express or facsimile copies of shipping manifests for Common-Use Tools to Spirit. Such manifests shall identify Common-Use Tool codes and part numbers, unit numbers of Common-Use Tools and the airplane effectivity of the Production Article contained in such Common-Use Tools.

35.4.1Title and Risk of Loss

Title to and risk of any loss of, or damage to, all Products (except for Common-Use Tooling) shall pass from Seller to Spirit upon delivery as set forth in this SBP Section 35.0 (delivery point), except for loss or damage resulting from Seller's fault or negligence or failure to comply with the terms of this SBP. Passing of title on delivery shall not constitute final acceptance of such Products by Spirit.

35.5Notice of Delay - Premium Effort

Seller shall notify Spirit by e-mail, telephone or facsimile immediately of any circumstances, including, but not limited to, labor disputes, that may cause a delay in delivery by Seller or any of its subcontractors. Such notification shall state the estimated period of such delay and the actions being taken by Seller to prevent or recover from such delay. Seller also shall require each of its subcontractors under this Contract to provide such notification to

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Seller concerning any such delay in the delivery of any subcontracted goods or services to Seller. At Spirit’s direction, Seller shall use additional effort, including premium effort, and shall ship via air or other expedited routing in order to avoid or minimize delay to the maximum extent possible. All additional costs resulting from such premium effort and/or premium transportation shall be paid by Seller. Additional costs include, but are not limited to all costs and expenses incurred by Spirit as a result of production line disruption attributable to Seller’s delayed delivery. Spirit’s rights under this SBP Section 33.5 are not exclusive, and any other rights provided in this Contract or by law are reserved. Disruption costs and expenses shall be an amount equal to the portion of resultant planned installation time allocated for out-of-sequence work multiplied by Spirit’s then-current rate for labor. These provisions shall also apply to incomplete work shipped to Spirit for completion (traveled work).

36.0PACKAGING AND SHIPPING

Notwithstanding the provisions of GTA Section 7.0, the following SBP Sections shall address all packaging and shipping matters. see GTA 7.0 for all this §36.

36.1Product Packaging

Except as expressly provided otherwise herein, all Products shall be prepared (cleaned, preserved, etc.) and packed for shipment in a manner acceptable to Spirit pursuant to Document D37520-1, -1A, & -1B, "Supplier’s Part Protection Guide," to (i) comply with carrier regulations and (ii) prevent damage or deterioration during handling, shipment and outdoor storage at destination for up to ninety (90) days. Packaging design shall be suitable for, and consistent with, the requirements and limitations of the transportation mode specified by Spirit. Spirit specifically reserves the right, at Spirit’s discretion; to direct air shipment from the delivery point specified in SBP Section 3.2.1 and Seller shall maintain a capability (where reasonably practicable) for meeting this requirement. Seller shall submit two (2) copies of its proposed preparation procedure and packaging design to Spirit for approval prior to the first Product delivery, and shall prepare and package each Product in accordance with the procedure and design approved by Spirit. Notwithstanding any Spirit approval of Seller's packaging design, Seller shall be solely liable for the manufacture of such packaging. Any package (or unitized group of packages) weighing in excess of forty-five (45) kilograms or otherwise not suited to manual handling shall be provided with skids to permit use of mechanical handling equipment.

36.2Consolidated Shipments and Markings

All shipments of Products (excluding Purchase on Assembly ("POA"), Aircraft on Ground ("AOG") and Customer Spare Parts), which are forwarded on one day via one routing, shall be consolidated in accordance with Spirit’s instructions. POA, AOG and Customer Spare Parts shall be packaged separately. Each container shall be consecutively numbered and marked with the relevant Order number and the part number of each enclosed Product. Container and Order numbers shall be indicated on the appropriate bill of lading. Each unit

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container (individual part box or other innermost package), each intermediate container and each shipping container (shipping box, crate or other outermost package) in each shipment shall be marked in English in accordance with Spirit’s written instructions.

36.3Freight Charges

Seller shall deliver all Products F.O.B. Buyers dock or DDU Buyer’s dock. Any additional declared values required for freight shipments shall be as provided by Spirit.

36.4Packing Sheet and Test Reports

The No. 1 shipping container in each shipment shall contain one (1) copy in English of (i) a packing sheet listing the contents of the entire shipment in accordance with Spirit’s written instructions and (ii) any test reports required by the specifications applicable to the Products being shipped.

36.5Additional Copies

Additional copies of packing sheets, test reports and [customs invoices] shall be furnished to Spirit in accordance with Spirit’s written instructions.

36.6Price Inclusive

Unless otherwise specified in this SBP, the Prices for Products stated in this SBP include the cost with respect to such Products of preparation, packaging, crating, shipping fixtures and containers, container marking, furnishing of packing sheets and test reports and loading on the carrier's equipment, in accordance with this SBP Section 36.0.

37.0ADDITIONAL QUALITY ASSURANCE REQUIREMENTS

37.1Federal Aviation Administration Inspection

Upon receipt of notice from the FAA or appropriate equivalent non-U.S. agency or Spirit that a conformity inspection shall be required with respect to any first Production Article or any other Production Article following a change in the configuration thereof, Seller shall coordinate with regional FAA or appropriate equivalent non-U.S. agency personnel to develop and implement a plan to bring such Production Article into compliance with FAA requirements prior to the delivery thereof in accordance with SBP Attachment 10.

37.2Repair Authorization

37.2.1Spirit-Performed Work

In the event that any Product is rejected by Spirit pursuant to GTA Section 8.3, Seller hereby grants to Spirit the right, without prior authorization from Seller, to repair or rework such Product, or to have such Product repaired or reworked by a third party. Such repair or

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rework by Spirit or such third party shall be deemed not to be inconsistent with Seller's ownership of such Product. see §8.3

All costs and expenses of Spirit relating to such repair or rework shall be paid by Seller. Such costs and expenses shall be an amount equal to Spirit’s estimated rework hours multiplied by Spirit’s then-current rate for labor and materials or the amount charged Spirit by any third party for performing such repair or rework. Disruption costs and expenses shall be an amount equal to the portion of resultant planned installation time allocated for out-of-sequence work multiplied by Spirit’s then-current rate for labor. These provisions shall also apply to incomplete work shipped to Spirit for completion (traveled work).

37.2.2Reimbursement for Repairs

Spirit will advise Seller quarterly, commencing no earlier than 90 days after first delivery, of costs and expenses incurred in the previous quarter for repair of Products pursuant to this SBP Section 37.0. Seller shall notify Spirit within thirty (30) days after receipt of such advice of any significant errors detected by Seller in Spirit’s estimate of costs and expenses. Spirit and Seller shall promptly resolve such errors. Seller’s failure to so notify Spirit shall be deemed to be an acceptance of Spirit’s estimate of costs and expenses. Spirit shall be entitled to either (a) set off the amount of such costs and expenses against any amounts payable to Seller hereunder or (b) invoice Seller for the amount of such costs and expenses, and Seller shall pay the invoiced amount promptly upon receipt of such invoice.

38.0CHANGES

Notwithstanding the provisions of GTA Section 10.1, at any time, Spirit may, by written direction to Seller, make changes within the general scope of this SBP in: (i) Drawings, designs, specifications, Datasets or any other Document; (ii) Tooling (including, without limitation, the quantities thereof), Services or Spare Parts to be provided by Seller under this SBP; (iii) the method of shipping or packing; (iv) the place of delivery for all Products; (v) Program schedules, delivery rates and schedules for performance of Services; (vi) Program Airplane and Derivative models and Customer variables; (vii) Spirit-Furnished Property, and (viii) the allocation of responsibility as between Seller and Spirit for production of any component of any Product or the provision of any Service. Seller shall immediately comply with such written direction upon receipt, irrespective of any failure by the Parties to agree that such change shall be subject to Price adjustment in accordance with SBP Section 12.0 “Change Provisions” and SBP Section 13.0 “Spares and Other Pricing”.

If Seller reasonably expects that any Document or any revision to any Document shall significantly affect Seller's performance of any work hereunder, Seller shall, without affecting its obligation to comply in accordance with SBP Section 2.3 with any such Document as revised, so notify Spirit within ten (10) days of Seller's receipt of such Document or revision.

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39.0EXAMINATION OF RECORDS

39.1Reports

Periodically, upon Spirit’s written request, and at no additional cost to Spirit, Seller shall prepare and submit to Spirit reports on the information contained in the records maintained by Seller and subject to Spirit audit pursuant to GTA Section 9.0. Such reports will set forth in detail costs and expenses by account category, month, work order and quantity. Seller will provide any explanations of any such report as reasonably requested by Spirit.

40.0EVENTS OF DEFAULT AND REMEDIES

40.1Additional Event of Default

In addition to those events of Default specified in GTA Section 13.1, the occurrence of the following event shall also constitute an Event of Default for purposes of GTA Section 13.1:

A.   Any Designated Event (as hereinafter defined) with respect to Seller. A Designated Event shall be deemed to have occurred at such time as a "person" or "group" (within the meaning of 14(d)(2) of the Securities Exchange Act of 1934) becomes the "Beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of more than fifty percent (50%) of the then outstanding stock entitled to vote for the election of directors of Seller ("Voting Stock"). see GTA §28.3

40.2Interest on Overdue Amounts

If Seller shall fail to pay when and as due any amount payable hereunder, such amount shall bear interest, payable on demand, at the per annum rate announced by Citibank, New York, New York, as its prime rate on the last working day of the month in which such amount becomes due.

41.0CUSTOMER CONTACT

Spirit is responsible for all contact with Customers regarding the Program, Program Airplanes and Derivatives and any other Spirit programs. Seller shall not make any contact with actual or potential Customers on the subject of the Program, Program Airplanes or Derivatives without Spirit’s prior written consent; and Seller shall respond to any inquiry from actual or potential Customers regarding the Program, Program Airplanes or Derivatives by requesting that the inquiry be directed to Spirit. Seller shall, concurrently with such response, advise Spirit of such inquiry.

42.0SUBCONTRACTING

Notwithstanding the provisions of GTA Section 28.1, Spirit may at any time during the performance of this SBP, review and approve Seller's make-or-buy plan and source

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selection for Products, items and Tooling considered critical by Spirit because of process requirements or manufacturing complexity; provided that any subcontract by Seller for the procurement of goods or services in excess of $100,000U.S. Dollars from any source outside of The United States shall be subject to Spirit’s prior written approval. Spirit’s approval shall not be unreasonably withheld. Seller shall in a timely manner submit to Spirit its proposed make-or-buy plan and proposed source selection before awarding any subcontract or purchase order with respect to any Products, items or Tooling. Spirit shall have the right to determine whether the proposed subcontractors are qualified to manufacture Products and Tooling in accordance with Spirit processes; provided, however, that Seller may accompany Spirit when Spirit is investigating the qualifications of proposed subcontractors. Approval or disapproval by Spirit of Seller's make-or-buy plan or source selection and any action taken by Spirit in connection with the qualification of subcontractors shall not be construed as relieving Seller of any of its obligations under this SBP.

43.0SUPPLEMENTS AND MODIFICATIONS

Seller and Spirit acknowledge that this SBP does not, as of the date hereof, fully and finally determine all of the terms of the rights, obligations and liabilities of Seller and that, notwithstanding the absence of all of such terms, Seller and Spirit intend to make a contract hereby and intend to be bound by the terms hereof (including those yet to be determined). With respect to such terms which are not yet fully and finally determined, Spirit shall, from time to time from and after the execution and delivery of this SBP, specify such terms by notice given by Spirit to Seller pursuant to this SBP (including, without limitation, SBP Section 36.0), and all such terms shall be binding upon Seller. Such specification of terms shall be made by Spirit in its sole discretion, exercised in good faith and in a commercially reasonable manner. With respect to the commercial reasonableness of any such specific term, Seller acknowledges that the market for the sale of new commercial jet transport is extremely competitive and requires from manufacturers and suppliers the commitment of very substantial resources and may require the expenditure of substantial resources, and will likely require extraordinary effort. Accordingly, any specification of terms hereof by Spirit, as provided for above, shall not be deemed to be commercially unreasonable solely because such term requires Seller to expend substantial sums or to undertake extraordinary efforts to meet the Program requirements specified by Spirit. By way of example, and not as a limitation of the foregoing, Seller may be required in order to support Program requirements to increase its production rate to keep pace with Spirit’s development or production schedule for Program Airplanes and Derivatives as determined by Spirit from time to time with reference to actual and anticipated market demand for Program Airplanes and Derivatives. Without limiting the foregoing, nothing in this SBP Section 41.0 is intended by the Parties to affect the provisions of SBP Section 12.0 or SBP Section 36.0 of, or any other provisions contained in, this SBP Section 43.0, or the rights or obligations of either Party with respect to any adjustment or change to, or the payment of, Prices, whether or not arising from the further determination of the terms of this SBP or the expenditure of substantial sums or the undertaking of extraordinary efforts by Seller.

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In the case of any subcontract for assigned Products that is identified in this SBP, Spirit shall be solely responsible for source selection placement of all follow-on requirements beyond the current contract. In addition, Seller shall not modify or extend any such subcontract without the prior written consent of Spirit.

44.0INCREMENTAL RELEASE AND CYCLE TIME REQUIREMENTS

44.1Incremental Release

Seller shall develop production plans and schedules for any new Production Articles based on SBP Attachment 19, as requested by Spirit. These production plans and schedules will include plans for the incremental purchase of material and the fabrication and assembly of specific numbers of Production Articles in accordance with pre-determined lead times ("Incremental Release Schedules"). Incremental Release Schedules for each Production Article shall be submitted to Spirit as part of Seller's proposal, and, after review and concurrence by Spirit, shall be incorporated into SBP Attachment 19. Any revision to any Incremental Release Schedule shall be reviewed by Spirit and, subject to Spirit’s concurrence with such revision; SBP Attachment 19 shall be revised accordingly. Seller shall purchase material, standards and purchased parts and authorize fabrication and assembly of Production Articles in accordance with Incremental Release Schedules.

44.2Cycle Time Requirements

Spirit and Seller acknowledge that Spirit is committed to reduce Cycle Time. Seller agrees to support Spirit in its commitment and to take all necessary actions to support an initial Cycle Time for new Production Articles of not more than nine (9) months. If applicable, and within thirty (30) days after receipt of written request from Buyer, Seller shall submit to Spirit a written plan describing how Seller will comply with the Cycle Time schedules, as specified in SBP Attachment 19.

45.0SURPLUS PRODUCTS

45.1Return of Surplus Products

Spirit shall be entitled to return to Seller, at Spirit’s expense, any Product that has been delivered to Spirit in accordance with this SBP and that is surplus to Spirit’s then-current requirements (including, without limitation, any Products returned to Spirit by any Customer), provided that such Product is in a current production configuration or can be, in Spirit’s determination, economically changed to such a configuration. On receipt of any such Product, Seller shall credit Spirit’s account with eighty percent (80%) of the most recent catalog Price for such Product as set forth in SBP Attachment 16. If instructed by Spirit, Seller shall rework any returned Product to put such Product in a current configuration. Such rework shall be considered Miscellaneous Work and shall be priced in accordance with the provisions of SBP Attachment 16.

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45.2Use of Surplus Products

In its sole discretion, Spirit may, upon providing notice to Seller within 4 months to the scheduled delivery date for any Production Article, elect to use any Product in inventory or any Product returned to Spirit by any Customer in the place of such Production Article. Spirit’s notice shall include the cumulative line number of the Program Airplane or Derivative on which Spirit intends to incorporate such Product returned by such Customer. Seller shall not deliver such Production Article to Spirit and shall not invoice Spirit for the Price of such undelivered Production Article.

46.0INTEGRATED / LIFE CYCLE PRODUCT TEAM

46.1Purpose

As required, it is the objective of Spirit to utilize Integrated / Life Cycle Product Teams (IPT/LCPT). If applicable, Seller’s IPT/LCPT personnel located at Spirit’s facilities in accordance with this SBP will conduct their respective activities concurrently in a team environment to assist Spirit in improving producibility, reliability and maintainability of the Program Airplane. Notwithstanding Seller's participation in the IPT/LCPT, Spirit shall have the right to make any and all determinations with respect to the design of the Program Airplane and any Derivative.

46.2Qualifications

Spirit shall have the right to review the qualifications of all personnel proposed by Seller for assignment to the IPT/LCPT. Seller shall forward professional resumes of such personnel to Spirit for review and approval by Spirit prior to assignment of such personnel.

46.3Removal of Personnel

Upon receipt of a written request from Spirit for the replacement of any person assigned to the IPT/LCPT by Seller pursuant to this SBP Section 46.0, Seller shall remove such person from the IPT/LCPT. As soon thereafter as reasonably possible, Seller shall promptly furnish a satisfactory replacement.

46.4Work Schedule

Except for sickness and other unavoidable absence, all personnel assigned to the IPT/LCPT by Seller pursuant to this SBP Section 46.0, shall be available during the customary work shift at the place designated by Spirit eight (8) working hours per day, Monday through Friday (except for identified Spirit holidays and such vacation periods as Spirit may reasonably permit) and shall work all overtime hours as Spirit may reasonably request.

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46.5Equipment and Supplies

All office equipment and office supplies necessary to accomplish assigned tasks will be provided to Contractor's IPT/LCPT personnel by Spirit. Spirit will not provide personal property (such as drafting equipment and calculators) necessary for the performance by Seller's IPT/LCPT personnel of their assigned tasks. Spirit shall not be responsible for loss or damage to such personal property.

46.6Employment Status

Seller's IPT/LCPT personnel shall at all times remain employees of Seller and not employees of Spirit. Seller shall be responsible for all wages, salaries and other amounts due Seller's IPT/LCPT personnel and shall be responsible for all reports, requirements and obligations respecting them under local, state or federal laws of the United States, or the laws of any foreign country, including but not limited to social security, income tax, unemployment compensation, workers' compensation and any other local, state or federal taxes of the United States or the taxes of any foreign country.

46.7Team Leader

Seller shall designate one of its IPT/LCPT personnel "Team Leader." Administrative matters between Spirit and Seller arising during the performance of this SBP shall be managed by the Team Leader. Timekeeping for Seller's IPT/LCPT personnel shall be the responsibility of the Team Leader and shall be approved by the appropriate Spirit engineering supervisor.

46.8Discipline

Discipline of Seller's IPT/LCPT personnel shall be Seller's responsibility. While on Spirit premises, Seller's IPT/LCPT personnel shall obey all Spirit rules.

46.9Insurance

Seller shall cover or insure all of Seller's IPT/LCPT personnel in compliance with the applicable laws relating to workers' compensation or employer's liability insurance, and shall comply with all other federal, state or local laws of the United States and the laws of any foreign country.

46.10Indemnification

Seller shall indemnify and hold harmless Spirit, its officers, agents and employees, from and against any liability, obligation, claim, demand or cause of action for bodily injury, including death, or damage to property, resulting from the acts or omissions of Seller, its officers, agents or employees while on Spirit’s premises.

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46.11Compensation

Payment made to Seller for design engineering effort provided to Spirit pursuant to this SBP Section, shall be based on actual man months provided at the rate of $ (To Be Determined) per man month. (A man month consists of 163 man-hours.) The above rate includes any overtime requested by Spirit.

47.0SELLER ASSISTANCE

In accordance with GTA 12.2 and GTA 13.2 Spirit may, by written notice to Seller, require Seller to transfer to Spirit or to Spirit’s designee title (to the extent not previously transferred) to any or all (i) Contractor-Use Tooling, Common-Use Tooling and other Tooling, (ii) Local Transportation Devices, (iii) Spirit-Furnished Property, (iv) 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, and (v) Proprietary Information of Spirit, including, without limitation, planning data, Drawings and other Proprietary Information relating to the design, production, maintenance, repair and use of all Contractor-Use Tooling and Common-Use Tooling, in the possession or under the effective control of Seller or any of its Subcontractors, in each case free and clear of all liens, claims or other rights of any Person. Seller shall immediately transfer and deliver, and cause each of its Subcontractors to transfer and deliver, any or all of the aforesaid items in accordance with any written notice or notices given hereunder by Spirit to Seller, notwithstanding any event or circumstance whatsoever, including, without limitation, any claim or dispute Seller may assert in connection with a termination of this SBP or any payment for any such items. If Spirit shall require Seller to transfer and deliver to Spirit or Spirit’s designee any of the aforesaid items, Seller shall cooperate with and shall assist Spirit in developing and implementing plans to transfer the production of Products and provision of Services to Spirit, or to any other Person designated by Spirit, in an expeditious and orderly manner and will take such other steps to assist Spirit as Spirit may request in good faith, all for the purpose of maintaining, or attempting to maintain as nearly as may be possible, production of Program Airplanes and Derivatives in accordance with Spirit’s schedule of delivery of Program Airplanes and Derivatives to Customers.

Spirit and Seller acknowledge that the Program, and Spirit’s ability to sell and deliver Program Airplanes and Derivatives to Customers, will be substantially impaired if Seller delays, for any reason, its performance under this SBP Section 47.0. Spirit and Seller also acknowledge that Seller's assistance hereunder in the event of a cancellation, in whole or in part, of this SBP will be of fundamental significance to reduce incidental, consequential or other damages to Spirit. Consequently, Seller shall transfer and deliver to Spirit any or all of the aforesaid items notwithstanding any dispute or claim that Seller may have against Spirit. Seller shall not delay its performance under this SBP Section 47.0 by any action, including, without limitation, any judicial or other proceeding, or by any failure to act. Seller hereby authorizes Spirit or its representatives to enter upon its, or any of Seller's Subcontractors, premises at any time during regular business hours upon one (1) day's advance written

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notice, for the limited purpose of taking physical possession of any or all of the aforesaid items. At the request of Spirit, Seller shall promptly provide to Spirit a detailed list of such items, including the location thereof, and shall catalog, crate, package, mark and ship such items expeditiously and in an orderly manner and otherwise in the manner requested by Spirit, which request may specify incremental or priority shipping of certain items. Seller shall, if instructed by Spirit, store or dispose of any or all of the aforesaid items in any reasonable manner requested by Spirit.

48.0DEFINE AND CONTROL AIRPLANE CONFIGURATION / MANUFACTURING RESOURCE MANAGEMENT (DCAC/MRM)

Seller shall implement and maintain systems, as required, including, but not limited to, business, manufacturing and engineering systems that are compatible with Spirit’s DCAC/MRM systems.

49.0ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION

49.1Exchange of Digital Product Definition Between Spirit and Seller

Seller's approval to receive and use computerized data shall be in accordance with documents D6-51991 "Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers using CAD/CAM", D6-56199 "Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native Datasets as Authority for Design, Manufacturing and Inspection", and D6-81491, “Authority and Usage of CATIA Native, CATIA IGES and PDM STEP Datasets.”

Seller will use a digital data request (DDR) form (as provided by Spirit) to request any Dataset to be provided by Spirit to Contractor for the performance of this SBP.

49.2System/Software Compatibility between Spirit and Seller

After Seller is qualified to use the data exchange methods in accordance with Boeing Document D6-51991, "Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers Using CAD/CAM," Seller shall maintain compatibility with Boeing's systems in accordance with D6-56199 "Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native Datasets as authority for Design, Manufacturing and Inspection." Spirit shall provide timely notification to Contractor of revisions to Spirit's systems.

49.3Electronic Access, Communications and Data Exchange via Telecommunications

Any electronic communications and data exchange via telecommunications between the parties shall be pursuant to a trading partner agreement executed concurrently with this SBP. Provided, that any amendments to the SBP, change authorizations and any other

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matter requiring written authorization shall be communicated in writing and not solely by electronic communication.

Any electronic access to Spirit by Seller shall be pursuant to an electronic access or similar agreement.

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

BUYER	SELLER
Spirit AeroSystems, Inc.	LMI Aerospace, Inc.
Signature on File.	Signature on File.
Name: Randall P. Garrett	Name: Richard S. Darrow
Title: Procurement Agent	Title: Program Manager
Date: 4/19/06	Date: 4/19/06

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SBP ATTACHMENT 1 TO

SPECIAL BUSINESS PROVISIONS

WORK STATEMENT AND PRICING

(Reference SBP Section 3.2, etc)

FOR PURPOSES OF SBP Section 10.0, Spirit shall be defined as the following organizations, divisions, groups or entities:

Spirit AeroSystems, Inc., Tulsa, OK

Spirit AeroSystems, Inc., McAlester, OK

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SBP ATTACHMENT 1 TO

SPECIAL BUSINESS PROVISIONS

WORK STATEMENT AND PRICING

A1.1Nonrecurring Prices

Nonrecurring Item	Planning and Design	Fab.	Total
NOT APPLICABLE:

Total Nonrecurring Work Package Price:

A1.2Recurring Price

The price for Products to be delivered on or before 01 January 2007 through 31 December 2011, are firm fixed prices.

Part Number	Model	Nomenclature	Unit Price	ROLT
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*

_________________________________

^* 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.

66 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*

          &# 160;         SBP ATTACHMENT 1 TO

          &# 160;        SPECIAL BUSINESS PROVISIONS

Part Number	Model	Nomenclature	Unit Price	ROLT
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*

_________________________________

^* 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.

67 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*

                    SBP ATTACHMENT 1 TO

                    SPECIAL BUSINESS PROVISIONS

Part Number	Model	Nomenclature	Unit Price	ROLT
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	NOSE SKIN	*	*
*	737NG	COVE SKIN	*	*

_________________________________

^* 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.

68 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*

    SBP ATTACHMENT 1 TO

           0;    SPECIAL BUSINESS PROVISIONS

Part Number	Model	Nomenclature	Unit Price	ROLT
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*

_________________________________

^* 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.

69 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

*	737NG	COVE SKIN ASSY	*	*
*	737NG	COVE SKIN ASSY	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN ASSY	*	*
*	737NG	COVE SKIN ASSY	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*
*	737NG	COVE SKIN	*	*

            ;        SBP ATTACHMENT 1 TO

            ;       SPECIAL BUSINESS PROVISIONS

Part Number	Model	Nomenclature	Unit Price	ROLT
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*

_________________________________

^* 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.

70 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN ASSY	*	*
*	737NGNG	COVE SKIN ASSY	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	737NGNG	COVE SKIN	*	*
*	777	SKIN	*	*
*	777	SKIN	*	*
*	777	SKIN	*	*
*	777	SKIN	*	*

_________________________________

^* 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.

71 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

                     SBP ATTACHMENT 1A TO

 SPECIAL BUSINESS PROVISIONS

Component Spares Requirements

(See Section 13.1.3)

The following Spare component parts may be purchased by Spirit at the corresponding price. Spirit is not obligated to purchase any of its requirements for the following spare component parts from Seller pursuant to SBP Section 13.1.3.

PART NUMBER UNIT PRICE

    TBD

72 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

           SBP ATTACHMENT 2 TO

                        SPECIAL BUSINESS PROVISIONS

NON-U.S. PROCUREMENT REPORT FORM

(Seller to Submit as Required)

(Reference SBP Section 15.0)

Seller Name Country Commodity/ Nomenclature Bid Dollars Contracted Dollars

73 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

74 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 3 TO

SPECIAL BUSINESS PROVISIONS

RATES AND FACTORS

(Reference SBP Section 12.2)

The following Rates and Factors will be used on all price change negotiations during the period of performance of this SBP.

Labor Classification	Production
Direct Labor Rate	*
Manufacturing Burden	*
G&A (Gen. Admin. Expense)	*
Profit	*
Total Rate	*
Labor Classification	Tool Fab & Rework
Direct Labor Rate	*
Manufacturing Burden	*
G&A (Gen. Admin. Expense)	*
Profit	*
Total Rate	*

_________________________________

^* 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.

75 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

                       SBP ATTACHMENT 4 TO

SPECIAL BUSINESS PROVISIONS

Spirit AOG COVERAGE

(Reference SBP Section 13.1.1)

¼   NORMAL HOURS Spirit’s PROCUREMENT REPRESENTATIVE

Approximately 7:30 a.m. - 4:00 p.m.

þ   Performs all functions of procurement process.

þ   Manages formal communication with Seller.

¹   SECOND SHIFT - AOG PROCUREMENT SUPPORT

3:00 p.m. - 11:00 p.m.

þ   May place order and assist with commitment and shipping information, working with several suppliers on a priority basis.

þ   Provides a communication link between Seller and Boeing.

)   24 HOUR AOG SERVICE - AOG CUSTOMER REPRESENTATIVE (CUSTOMER SERVICE DIVISION) (206) 662-7200

þ   Support commitment information particularly with urgent orders.

þ   Customer Service Representative needs (if available):

1.   Part Number

2.   Spirit Purchase Order

3.   Airline Customer & customer purchase order number

4.   Boeing S.I.S. #

If Seller is unable to contact any of the above, please provide AOG shipping information notification via FAX using Spirit AOG shipping notification form (SBP Attachment 5).

76 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 5 TO

SPECIAL BUSINESS PROVISIONS

Spirit

AOG SHIPPING NOTIFICATION

(Reference SBP Section 13.1.1)

To: FAX:	(918) 832-3019	Phone:	(918) 832-3414
Procurement Agent Name:		Phone:
From:		Today’s Date:
Part Number:		Customer P.O.:
Customer:		Ship Date:
Qty Shipped:		*SIS Number:
Spirit P.O.:		Pack Sheet:
*Airway Bill:		or Invoice:
Carrier:		*Flight #:
Freight Forwarder:

*If Applicable

SHIPPED TO:

þ   (check one)

o   Spirit

o   Direct Ship to Customer

o   Direct Ship to Seller

Remarks:

77 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

If unable to contact Procurement Agent, Please use this form to fax shipping information.

78 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 6 TO

SPECIAL BUSINESS PROVISIONS

SELLER DATA SUBMITTALS

EXAMPLES

1.   General Reports (as requested by Spirit)

General reports may include, but not be limited to, Seller’s program progress reports, highlighting significant accomplishments and critical program issues, Seller’s manufacturing schedule depicting key milestone events to support program requirements. Refer to SBP Section 14.1 for details, etc.

2.   Diversity Reports

A quarterly report verifying the information included on the Spirit Second Tier Report (SBP Attachment 11). Refer to SBP Section 14.2 for details.

3.   Certified Tool List (as requested by Spirit)

Seller’s Certified Tool Lists for identifying all accountable tools, including any subsequent new, reworked or re-identified tools affecting the first production spares Product. Refer to SBP Section 14.4 for details.

4.   Problem Reports (as required)

Seller’s written notification to Spirit of program problems, potential program impact and corrective action. Refer to SBP Section 14.5 for details.

5.   AOG Spares Support Plan

Seller‘s written plan describing Seller’s procedure for supporting AOG spares delivery requirements. Refer to SBP Section 13.1.1 for details.

6.   Order Readiness Matrix (as required)

Seller’s plan (matrix) identifying pre-manufacturing activities, such as, material procurement, tooling, planning and manufacturing readiness, that must be prioritized and completed prior to manufacture of a spares Product. Refer to SBP Section 14.6 for details.

   7.  Non-U.S. Procurement Reporting (as required)

A report, submitted in February and August annually, to document the Seller's contracts and solicitations with non-U.S. subcontractors or suppliers, relating to the work covered by this SBP. Refer to SBP Section 15.2 for details.

79 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 7 TO

SPECIAL BUSINESS PROVISIONS

SUPPLIER DATA REQUIREMENTS LIST (“SDRL”)

CUSTOMER AND ENGINEERING

(Reference SBP Section 22.0)

80 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 8 TO

SPECIAL BUSINESS PROVISIONS

COMMODITY LISTING AND TERMS OF SALE

(Reference SBP Section 27.0)

COMMODITY LISTING

^*

_________________________________

^* 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.

81 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 8 TO

SPECIAL BUSINESS PROVISIONS

TERMS OF SALE

Parties

The Seller is The Boeing Company, acting through its agent, TMX. The Customer is a Spirit subcontractor, at any tier, who is manufacturing a product in support of a Boeing requirement.

Sales

All materials to be furnished by Seller are to be within the limits and the sizes published by Seller and subject to Seller’s standard tolerances for variations. Seller will warrant that all materials to be supplied will conform to the descriptions contained herein and on the face of the purchase order and that Seller will convey good title to any such materials free from any security interest, or other lien or encumbrance held by any other party and unknown to the customer. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS AND SELLER WILL MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES EXCEPT AS STATED HEREIN. Seller will not be liable for any incidental or consequential damages for any breach of warranty, express or implied. Seller’s liability and the Customer’s sole and exclusive remedy will be limited at Seller’s option either to (a) return of the materials and repayment of the purchase price, or (b) replacement of nonconforming materials upon return thereof to Seller. The Customer shall be required to notify Seller in writing of any claim of breach of warranty and no materials shall be returned to Seller by the Customer without Seller’s consent.

Payment Terms

The following payment processes will be followed for material sold to Customer by Seller. All payments shall be in United States Dollars.

DEBIT PROCESS

The debit process will be used in all circumstances where the Customer has an account with the Seller. The amount due is the quantity shipped multiplied by the unit price, plus the price for any value added services. ^*.

_________________________________

^* 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.

82 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 8 TO

SPECIAL BUSINESS PROVISIONS

INVOICE PROCESS

The invoice process will be used for Customers not currently making direct sales to Boeing; foreign countries governed by MITI laws and regulations (currently Australia, Brazil, China, India, Japan, and Korea), and orders issued by Spirit. ^*.

LATE PAYMENT CHARGES

Payments due Seller representing undisputed charges for material and services that are not paid within ^*.

DEBIT/INVOICE DISPUTE PROCEDURE

Customer may dispute payment amounts due provided that (1) Customer contacts Seller within 25 days of the date of the debit/ invoice, (2) Customer provides a complete reason as to the dispute. If the action is Seller's to resolve, late payment charges will not be assessed on amounts that are under dispute. Once a dispute has been resolved, payment terms will be (net) thirty (30) days from the date of resolution.

FAILURE TO PAY

In the event Customer fails to make payments when due, Seller reserves the right to assert whatever remedies it may have u+nder law, including setoffs against amounts due from Seller to Customer on other contracts. In such an event, Seller may, with respect to future orders, require full payment in advance or otherwise alter the terms of payment specified earlier.

_________________________________

^* 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.

83 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 9 TO

SPECIAL BUSINESS PROVISIONS

COST AND PERFORMANCE REVIEWS

(Reference SBP Section 11.0)

Cost Performance Reviews (CPR’s) will occur on as needed basis (alternating between Seller and Spirit locations unless otherwise agreed) at an agreeable time. The detail of the CPR’s will be defined at a later date between Spirit and Seller. When they are defined, this SBP Attachment 9 will be updated.

84 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 10 TO

SPECIAL BUSINESS PROVISIONS

QUALITY ASSURANCE REQUIREMENTS

Attachment 10 to this SBP number T6B2-YB001940hereby incorporates Tulsa Quality Flysheets TQPA 100, TQPA 101, TQPA 102, and TQPA 104 (revisions currently in effect as reflected and defined on releasing purchase orders). These Flysheets define the quality provisions that are applicable to this Statement of Work.

85 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

86 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 11 TO

SPECIAL BUSINESS PROVISIONS

Spirit SECOND TIER SUPPORT REPORT (Reference SBP Section 14.2)

Seller Name:				Date:
Seller Contact: Phone:
Spirit Procurement Agent Contact: Phone:
Spirit Purchase Contract #:
Reporting Period * Jan - Mar Apr - Jun July - Sept Oct - Dec				Year:
Definitions **
Small Business (SB)		The term "small business" shall mean a small business as defined pursuant to section 3 of the Small Business Act (15 U.S.C.A. 632) and relevant regulations issued pursuant thereto. Generally, this means a small business organized for profit, it is independently owned and operated, is not dominant in the field of operations in which it is bidding, and meets the size standards as prescribed in Government regulations. (Includes SDBs, SMBEs and WOSBs)
Small Disadvantaged Business (SDB)		A small business certified by the U.S. Small Business Administration as a socially and economically small disadvantaged business for consideration of Government set-a-side contracting opportunities and business development. (Includes SDBs who are women-owned)
Small Minority Business Enterprise (SMBE)		A small business that is at least 51 percent owned, operated and controlled by a minority group member (Asian, Black, Hispanic, and Native Americans); or, in the case of a publicly-owned business, at least 51% of the stock is owned by one or more minority group members and such individuals control the management and daily operations. (Includes SDBs)
Women-Owned Small Business (WOSB)		A small business concern that is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women. (Includes WOSBs who are also SDBs)
Contract Dollars Received by Seller
A.	Spirit contract dollars received by seller for the above reporting period* (report in whole numbers): $________________________________
Value of Subcontract 2nd Tier Dollars Awarded
Diversity Category			Reporting Period (see above*)
			Dollars (report in whole numbers)		Percent of Seller Dollars
B.	Small Business (SB)				(B ÷ A)
C.	Small Minority Business Enterprise (SMBE)				(C ÷ A)

87 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

D.	Women-owned Small Business (WOSB)		(D ÷ A)
Authorized Company Representative (Print):		Authorized Company Representative (Signature): Date:

88 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 12 TO

SPECIAL BUSINESS PROVISIONS

Commercial Invoice Requirements (Customs Invoice)

For Imports into the United States

1.   Commercial Invoice must be in English.

2.   Record the United States Port of Entry where merchandise is to be cleared by U.S. Customs.

3.   Date, Location, and Names of Seller and/or Shipper

A.   Date when the merchandise is sold, or agreed to be sold (Current Purchase Order date).

B.   Name and address of the Seller and/or Shipper if Seller is not the Shipper (Company name and address).

C.   Name and contact information for an employee, who is employed by the seller and/or shipper who has detailed knowledge of the sales transaction.

D.   Name and address of the Buyer (Spirit company name and site address)

E.   Name of Consignee if not the Buyer (Company receiving non-purchased transactions or drop ship destination).

4.   Purchase Order Number and Item Numbers

Provide the current purchase order and item numbers.

5.   Commercial Invoice Number (Seller’s option)

6.   Packing Sheet Number

If a separate packing sheet(s) is used to provide any of the required commercial invoice information, the packing sheet number(s) must be recorded on the commercial invoice.

7.   Merchandise Shipment Date (month, day, year)

Provide the date that the merchandise shipped from the Sellers factory or facility.

89 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 12 TO

SPECIAL BUSINESS PROVISIONS

Commercial Invoice Requirements (Customs Invoice)

For Imports into the United States…continued

8.   Related Party to Spirit

If the Seller is a Related Party to Spirit, or any of its subsidiaries, it must be stated on the invoice: “Related Party to Spirit”

9.   A detailed description of the merchandise being shipped must be provided to ensure proper product classification per the U.S. Customs Harmonized Tariff Schedule (HTS) and must include at a minimum:

A.   The full name by which each item is known. (i.e. Spirit drawing part name)

B.   The part number on the Spirit purchase order, or if the item is a raw material, provide the material grade, class, and dimensions.

   Notes:

C.   Generic descriptions, abbreviations, acronyms, and Stock Keeping Unit (SKU) numbers are not acceptable.

D.   Spirit may request additional description information for items that do not have a Spirit part number and/or design.

10.   Quantities, Weights and Measures

Record the quantity of each part number in the shipment if not separately noted on packing sheet

A.   Record the total quantity of parts being shipped

B.   Provide the gross and net weight of the entire shipment

C.   Specify the unit of measure being used

D.   Specify the total number of boxes included on each packing sheet

E.   Textiles must specify the net and gross weights and the length, width, and total square meters of material.

90 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 12 TO

SPECIAL BUSINESS PROVISIONS

Commercial Invoice Requirements (Customs Invoice)

For Imports into the United States…continued

11.   Specify the value of items being shipped

In addition to recording the Unit cost of each part on the commercial invoice, list separately, all Assists and Additional costs as directed by the Spirit Procurement representative:

A.   Assists

Assists are components, materials, dies, molds and tools, that are supplied by the Buyer, free of charge or at a reduced cost to the seller, and used in the production of imported goods. This also would include the Buyer paid transportation costs associated with the assist. These transportation costs will be provided by the procurement focal responsible for this merchandise.

B.   Additional Costs

i.   Engineering and Design work - Work that is performed outside the U.S, by non-U.S. employees, and is not included in the unit price of the merchandise being imported.

ii.   Packing Costs - Costs for packing that are incurred by the Buyer, and have not been included in the unit cost.

iii.   Non-recurring Charges - One time charges, incurred by the Buyer, for such items as, expedite fees and transportation costs, which have not been included in the unit cost.

iv.   Selling Commissions - Commissions incurred by Buyer that have not been included in the unit cost.

v.   Royalties - Fees the Buyer is required to pay as a condition of sale.

C.   If the item being shipped is a Repaired or Modified part:

91 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

i.   Include the value of the item being repaired or modified, and

ii.   The cost of the repair or modification

D.   Attach a copy of a “Shippers Declaration of Repair or Alteration” form.

i.   The Total Value of the entire shipment must be shown on the commercial invoice.

SBP ATTACHMENT 12 TO

SPECIAL BUSINESS PROVISIONS

Commercial Invoice Requirements (Customs Invoice)

For Imports into the United States…continued

12.   Type of Currency - Currency on all invoices must be in U.S. Dollars

Note: Where export license requirements mandate that the currency of the exporting country be stated on the invoice, include the following “for (export country) Customs purposes, value in (local currency).” This must be stated in addition to and not in lieu of the item value in U.S. Dollars.

13.   Country of Origin

Indicate the country of manufacture of each item being shipped.

14.   Discounts

List all discounts that have been agreed to between the buyer and seller, or may be allowed, that apply to the purchase price or value, but have not been included in the unit price.

15.   Rebates, Drawback and Bounties

If Seller receives any of these items, as a result of export, please itemize and provide description.

16.   Terms of Sale (Incoterms)

92 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

Specify the International Commercial Terms of Sale (Incoterms) on the commercial invoice as agreed to per the Spirit contract.

Note - Commercial invoices are required on all shipments whether or not a purchase order has been released or payment made. Non-Procurement examples include, free samples, returned tools and test parts.

93 

Special Business Provisions	Seller’s Name: LMI Aerospace, Inc.
	T6B2-YB001940
	INITIALS:

SBP ATTACHMENT 13 TO

SPECIAL BUSINESS PROVISIONS

On Site Terms and Conditions Supplement

(See Section 29.8)

A.   General:

1.   Seller’s Sole Responsibility for Safety & Environmental Protection. Seller shall at all times be solely responsible for all aspects of safety and environmental protection in connection with its On-Site Work, including initiating, maintaining, and supervising all safety and environmental precautions and programs. Such responsibility for safety includes, without limitation, the obligations set forth in Section 2 (Safety) of this Supplement. Such responsibility for environmental protection includes, without limitation, the obligations set forth in Section 3 (Environmental) of this Supplement. Seller shall at all times perform the On-Site Work, or ensure that it is performed by its Subcontractors, in a manner to avoid the risks of bodily injury to persons and damage to property or the environment. Seller shall promptly take all precautions that are necessary and adequate against any conditions that involve such risks. Seller shall continuously inspect all On-Site Work, materials, and equipment to discover the existence of any such conditions and shall be solely responsible for discovery and correction of any such conditions.

2.   No Spirit Responsibility for Seller’s Safety or Environmental Performance. Spirit shall have no responsibility for the safety or environmental performance of Seller or Seller’s Subcontractors, or any aspect of safety or environmental protection in connection with, their On-Site Work, including all safety and environmental precautions and programs of the Seller.

3.   Compliance with the Laws; Spirit Guidelines.

a)   Seller shall comply, and shall ensure that all Subcontractors comply, with all applicable legal requirements and the requirements of any applicable GTA, SBP and Order related to safety and environmental performance of their On-Site Work. Seller shall cooperate and coordinate with Spirit and other sellers and their subcontractors performing On-Site Work or otherwise present on site as necessary regarding safety and environmental protection matters.

b)   Seller shall adhere to, and ensure that all its Subcontractors performing On-Site Work adhere to reasonable work rules including without limitation safety, health and environmental guidelines provided by Spirit to Seller. By providing any such guidance, Spirit assumes no control or responsibility whatsoever for any aspect of the safety or environmental performance of the On-Site Work, which shall remain solely with Seller. Seller and its Subcontractors therefore shall supplement any such  

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guidelines in their safety and environmental plans as necessary and appropriate to assure safety and environmental protection and comply with their obligations under applicable law and any applicable GTA, SBP or Order. Where any applicable law is more protective than any such guidance or obligations of a GTA, SBP or Order, such law shall be followed. Seller shall provide a copy of the guidelines to all Seller employees assigned to perform On-Site Work and require that its Subcontractors provide copies to their employees assigned to perform On-Site Work.

4.   Indemnities. Environmental Indemnification. Seller shall indemnify, and hold harmless Spirit, its subsidiaries, and their directors, officers, employees, and agents (the “Spirit Indemnitees”) from and against: (a) all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, fines, penalties, forfeitures and damages, of any kind and nature whatsoever (hereinafter "Claims"), (b) any expenses incurred in connection with the investigation or monitoring of conditions at any location used for or pertaining to Seller’s performance under an applicable GTA, SBP or any Order, (c) any clean up costs or other expenses incurred in connection with any cleanup, containment, remedial, removal, or restoration work, to the extent necessary under applicable law (and in the case of a release to Spirit property, to the extent necessary to return the property to its prior condition), and (d) expenses , costs of litigation and counsel fees related thereto or incident to establishing the right to indemnification, to the extent such Claims, costs, expenses, etc. arise out of an act or omission by Seller or any subcontractor thereof which (i) results directly or indirectly, in whole or in part, in the release, or threatened or suspected release, of any pollutants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, dangerous wastes (as those terms are defined under any applicable law), or contaminants of any kind into the environment, or (ii) constitutes a violation of applicable law concerning environmental protection. In no event shall Seller’s obligations hereunder be limited to the extent of any insurance available to or provided by the Seller or any subcontractor thereof.

5.   Observations. Spirit personnel may, but are not required to, visit an On-Site Work area at any time to observe the Seller’s performance under this Supplement. Seller recognizes and agrees that any such visits or observations will neither relieve Seller of its sole responsibility for all aspects of safety and environmental protection in connection with the On-Site Work, nor create or constitute actual control or the right to control such safety or environmental performance by Spirit. Neither Spirit’s observations, or visits, nor any actions or inactions during or as a result of such visits or observations shall give rise to a duty, responsibility, or liability of Spirit to the Seller, any Subcontractor, their agents or employees.

B.   Safety

1.   Safety Programs and Plans. Although Seller has sole responsibility for safety in connection with the On-Site Work, Spirit has responsibility for the safety of its own

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employees. Accordingly, before beginning the On-Site Work or any portion thereof, Seller shall develop and submit for Spirit’s review a written safety plan for Seller and any Subcontractor who will perform On-Site Work, in detail commensurate with the nature of that work. Such plan shall describe anticipated hazards and control methods the Seller will employ to provide adequate safeguards for all employees performing the On-Site Work, On-Site Work area invitees, Spirit agents and employees, and the public and shall describe housekeeping plans. An appropriate health or safety professional should prepare such a plan. Review of such plans by Spirit shall not:

a)   Relieve in any manner Seller of its sole responsibility for safety.

b)   Be construed as limiting in any manner Seller’s obligation to undertake any action that may be necessary or required to establish and maintain safe working conditions at the On-Site Work area.

c)   Indicate Spirit’s control over the manner in which Seller performs its work or supervises its employees.

d)   Create any liability for Spirit.

Seller’s safety plan shall be made readily available at the On-Site Work area. Seller shall follow its safety plan, and ensure that all its Subcontractors on site follow the plan.

2.   Safety Representative. Seller shall appoint a competent safety representative with full authority to coordinate, implement, and enforce Seller’s safety plan and shall authorize such representative to devote whatever time is necessary to properly perform such duties. The safety representative shall attend all safety meetings and participate fully in all activities outlined in Seller’s safety plan.

3.   Safety Meetings and Equipment. Seller shall hold initial and periodic meetings to instruct its personnel and all Subcontractors in safety practices for On Site Work. Minutes shall be recorded at all safety meetings and copies promptly submitted to Spirit upon request. Seller shall furnish appropriate safety equipment for the On-Site Work, train appropriate personnel in the use of the equipment, and enforce the use of such equipment by its employees. Seller shall ensure that each Subcontractor on site furnishes appropriate safety equipment for the On-Site Work, trains appropriate personnel in the use of the equipment, and enforces the use of such equipment by its employees.

4.   Accident Reports. Accidents and incidents that involve employee time away from Work or medical cases (not including first aid cases) or incidents that require an ambulance, security, or fire department response must be reported to the Spirit representative immediately. Such reports must be submitted in writing to the Spirit representative within one (1) hour of the accident or incident. Further, Seller shall maintain accurate

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accident and injury reports and shall furnish to Spirit a copy of any accident report prepared pursuant to any applicable law. Furthermore, Seller shall also furnish to Spirit, in a form acceptable to Spirit, a monthly summary of injuries and hours worked each month.

5.   Payment for Emergency Services. When any employee of Seller or any Subcontractor on site, who is engaged in any activity related to the On-Site Work, requires the services of an ambulance, physician, hospital, or other provider, Seller shall pay or arrange for such Subcontractor, or employee to pay all charges for any such services directly to the provider of such services.

6.   Emergency Notification. All emergency telephone numbers shall be provided to the Spirit representative and shall be readily accessible at the On-Site Work area.

C.   Environmental:

1.   Waste minimization. The Seller shall emphasize project planning to maximize the use, reuse and recycling of any solid waste, including but not limited to construction, demolition, and land clearing debris, and scrap materials, to the greatest extend feasible with consideration for cost.

2.   Solid Waste Handling. Covered Containers shall be used for collection of solid waste in locations approved by the Spirit representative. Segregation, recycling, disposal or other handling of solid waste shall be as approved by the Spirit representative.

3.   Hazardous Waste Handling.

If Seller or its Subcontractors expects to generate or handle hazardous waste or other waste materials in performance of the On-Site Work, Seller shall develop a written plan to be approved by the Spirit representative for the on-site management of such waste. The plan will identify the types and volumes of such waste/materials to be generated or handled in the course of the work and on-site management techniques for such waste/materials. Seller and its Subcontractors will manage such waste/materials on site as provided in the plan.

If additional or unanticipated amounts of waste/materials are generated or encountered on-site, the Seller shall advise the Spirit representative as soon as possible, and manage that waste/material on site as directed by the Spirit representative.

4.   Known Work Area Hazardous Materials. Before On-Site Work is commenced, Seller shall obtain from Spirit information regarding the existence of any known asbestos, petroleum, polychlorinated biphenyl (PCB), or other hazardous materials in a hazardous condition at the work area.

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5.   Latent Work Area Hazardous Materials. If, in the course of the On-Site Work, Seller encounters materials reasonably believed to be asbestos, petroleum, PCBs, or other hazardous materials, which were not previously disclosed by Spirit and are in a hazardous condition at the work area, Seller shall immediately suspend the work in the area affected and immediately report, in writing, the condition to Spirit. The work in the affected area shall not thereafter be resumed except by written agreement of Spirit and Seller if, in fact, the materials are asbestos, petroleum, PCBs or other hazardous materials and are in a hazardous condition at the work area. The work in the affected area shall be resumed in the absence of the hazardous material or when the hazardous condition has been made safe through engineering or administrative controls.

6.   Asbestos Use Prohibited. No material containing asbestos may be used or installed without the written permission of the Spirit representative. When requested by the Spirit representative, Seller shall provide written verification that no materials containing asbestos have been installed as part of the work.

7.   Wastewater Handling and Stormwater Management. If Seller or its Subcontractors expect to produce wastewater in performance of the On-Site Work, including, but not limited to, water produced in subsurface dewatering, or expects to handle hazardous substances or other pollutants in an area that may be exposed to stormwater, Seller shall develop a written plan to be approved by the Spirit representative for handling such wastewater and/or hazardous substances or other pollutants. Both the control and discharge of stormwater shall be addressed in Seller’s plan. Such plan shall be drafted to adhere to applicable law and the Spirit site’s Storm Water Pollution Prevention Plan, National Pollution Discharge Elimination System Permit, and Sanitary Sewer System Discharge Permit, as applicable. The Spirit representative will inform the Seller of such permit requirements. The Seller and its Subcontractors shall adhere to the plan.

8.   Air Pollution Control. If Seller or its Subcontractors expect to produce emissions of any air pollutant or contaminant in the performance of the On-Site Work, Seller shall develop a written plan to be approved by the Spirit representative for minimizing such emissions. Such plan shall be drafted to assure compliance with all applicable law and any applicable provisions of any orders, permits or approvals issued to or in the name of Spirit, including but not limited to any applicable Air Operating Permit. The Spirit representative will inform the Seller of such provisions. The Seller and its Subcontractors shall adhere to the plan.

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9.   Emergency Response and Reporting of Spills or Releases. If Seller or its Subcontractors expect to bring, use, produce, encounter or handle any hazardous chemicals, hazardous substances, or hazardous waste on site, Seller shall notify the Spirit representative and shall obtain from the Spirit representative information regarding the applicable plans and procedures for emergency response to spills or releases of hazardous chemicals, hazardous substances, and hazardous waste. Seller and its Subcontractors shall undertake immediate response to such spills or releases to contain the spill or release and prevent spreading, but only to the extent such response can be undertaken without posing a physical danger to the responding personnel or others nearby.

When the Seller or Subcontractor discovers a spill or release, whether or not Seller or a Subcontractor undertakes such response, the Seller or Subcontractor shall notify the Spirit representative and any other Spirit emergency response personnel identified in the Spirit emergency response plan and procedures provided. Unless the duty to report any such spills or releases to a governmental agency is imposed by law directly on the Seller or a Subcontractor, the Spirit representative shall perform such reporting. Seller and its Subcontractors shall cooperate fully with the Spirit representative in ensuring timely and complete reporting and response. If Seller or a Subcontractor is itself required by law to report a spill or release then the Seller or Subcontractor undertaking such reporting shall immediately inform the Spirit representative in detail regarding such reporting.

10.   Nuisance and Polluting Activity Prohibited. Polluting, dumping or discharging of any harmful, noxious, or regulated materials (such as concrete truck washout, vehicle maintenance fluids, residue from saw cutting operations, solid waste, and hazardous substances) into the building drains, streams, waterways, holding ponds or to the ground surface shall not be permitted. Further, Seller shall conduct its activities in such fashion to avoid creating any nuisance conditions, including but not limited to suppression of noise and dust, control of erosion, and implementation of other measures as necessary to minimize the off-site effects of work activities.

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i.                SBP ATTACHMENT 14 TO

           < font id="TAB2" style="LETTER-SPACING: 9pt">     SBP ATTACHMENT 14 TO

SPECIAL BUSINESS PROVISIONS

Reserved

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SBP ATTACHMENT 15 TO

SPECIAL BUSINESS PROVISIONS

PRODUCTION ARTICLE DEFINITION AND CONTRACT CHANGE NOTICES

(Reference SBP Section 3.2.2)

A.Configuration

The configuration of each Production Article shall be as described in the Engineering Requirements Document (ERD) and Subcontracted Parts, Revision, Authorization, and Transmittal (SPRAT) as identified on Releasing Purchase Orders.

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SBP ATTACHMENT 16 TO

SPECIAL BUSINESS PROVISIONS

NON-RECURRINGAND RECURRING PRICE STATUS AND SUMMARY TABLES

(EXAMPLES - Reference SBP Section 12.2)

TOTAL

SUMMARY

         (Nonrecurring): (Example)

Event	Nonrecurring Price Impact	Total Nonrecurring	Amortize Over X Months - This Event	Nonrecurring Payment per Quarter - This Event	Nonrecurring Payment per Quarter - Cum Total
Initial Contract	*	*	*	*	*
Amendment 1	*	*	*	*	*
Amendment 2	*	*	*	*	*

This example reflects a ten-year contract.
The initial Contract Non-Recurring Price was *
Amendment 1 *
Amendment 2*
years	year	months		quarters	*
1	2002	120		40	*
2	2003	108	amendment 1	36	*
3	2004	96		32
4	2005	84		28	*
5	2006	72	amendment 2	24	*
6	2007	60		20	*

_________________________________

^* 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.

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7	2008	48	16
8	2009	36	12	*
9	2010	24	8	*
10	2011	12	4	*

SBP ATTACHMENT 16 TO

SPECIAL BUSINESS PROVISIONS

NON-RECURRINGAND RECURRING PRICE STATUS AND SUMMARY TABLES

(EXAMPLES - Reference SBP Section 12.2)

continued…

Recurring: (Example)
Event	Starting Recurring Shipset Price	Recurring Impact per Shipset from Change	Adjusted Recurring Shipset Price	Starting Shipset	Applicable Block
Initial Shipset Price	*	*	*	*	*
Amendment 1	*	*	*	*	*
Amendment 2	*	*	*	*	*
Amendment 3	*	*	*	*	*
This example reflects a ten-year contract.
The initial Contract price was *per Shipset.
Amendment 1 price change affected *. The increase was*per Shipset.
Amendment 2 price change affected *. The decrease was *per Shipset.
Amendment 3 price change affected*. The increase was *per Shipset.

_________________________________

^* 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.

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SBP ATTACHMENT 16 TO

SPECIAL BUSINESS PROVISIONS

NON-RECURRING AND RECURRING PRICE STATUS AND SUMMARY TABLES

(DATA ENTRY - Reference SBP Section 12.2)

continued…

TOTAL

SUMMARY

(Nonrecurring):

Event Nonrecurring Price Impact Total Nonrecurring Amortize Over X Months - This Event Nonrecurring per Month - This Event Nonrecurring per Month Cum Total

Recurring:

Event Starting Recurring Shipset Price Recurring Impact per Shipset from Change Adjusted Recurring Shipset Price Starting Shipset Applicable Block

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SBP ATTACHMENT 17 TO

SPECIAL BUSINESS PROVISIONS

VALUE ENGINEERING METHODOLOGY

(EXAMPLE - Reference SBP Section 1.0 GG)

In the following example, the baseline P.O. price for a certain end item is $500,000.00. The Seller has submitted a Value Engineering proposal, which has subsequently been accepted by Spirit for incorporation. The submittal contained a statement of work and the resultant savings if implemented. In addition, the first affected unit, Cum Line 101 was identified and the Seller and Spirit agreed upon a split of the savings with the result being ^* to Spirit and ^* to the supplier. Finally, the P.O. price was adjusted down to ^* starting at C/L 101 and carrying through the end of the contracted shipsets.

1.   Purchase Order Price: $500,000

2.   First (1^st) Affected Unit: C/L 101

3.   Recurring Savings per Shipset: $2,500

4.   Negotiated Savings Split ( ^* ):   ^*

5.   Price adjustment C/L101 and on: $500,000 - ^* = ^*

_________________________________

^* 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.

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SBP ATTACHMENT 18 TO

SPECIAL BUSINESS PROVISIONS

INDENTURED PRICED PARTS LIST AND SPARES PRICING

A.INDENTURE PRICED PARTS LIST

(Reference SBP 13.1.3)

B.FOR AOG’S AND POA’s

              (1)

Shipset  Reorder  Unit Price (1) x ^*

Part No.Quantity    Lead Time (per “A” above)

$ $

C.FOR LESS THAN LEADTIME

Shipset  Reorder  Unit Price = (1) x^*

Part No.Quantity Lead Time (per “A” above)

     
60;  $ $

_________________________________

^* 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.

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SBP ATTACHMENT 19 TO

SPECIAL BUSINESS PROVISIONS

INCREMENTAL RELEASE PLAN AND LEAD TIMES

(Reference SBP Section 44.0)

A.Lead Times

Lead times for material procurements, fabrication and assembly are as tabulated below in months prior to delivery of the first Shipset affected, and will be used to calculate incremental release schedules in Paragraph B.1 of this SBP Attachment 19.

MaterialMonths

Metallic Raw Material(TBN)

Nonmetallic Raw Material

Castings/Forgings/Extrusions

Purchased Parts

FabricationMonths

Detail Parts(TBN)

Assembly

Rate Tooling AMonths

(Greater than [ ] to [ ] S/S per Month)(TBN)

Rate Tooling B

(Greater than [ ] to [ ] S/S per Month)(TBN)

B.Incremental Release Plan

1. In accordance with SBP Section 44.0, Seller will release Shipsets as scheduled herein on the dates indicated below.

QtySupport PointRelease

MaterialS/S  &# 160;Shipset No. Date

Metallic Raw Material(TBN)

Nonmetallic Raw Material

Castings/Forgings/Extrusions

Purchased Parts

Fabrication

Lot 1

Lot 2

Lot 3

Lot 4

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Lot 5

SBP ATTACHMENT 19 TO

SPECIAL BUSINESS PROVISIONS

INCREMENTAL RELEASE PLAN AND LEAD TIMES

(Reference SBP Section 44.0)

continued…

Assembly

Lot 1

Lot 2

Lot 3

Lot 4

Lot 5

2. Release dates are based upon the following Master Schedule:

BlockMS No.

C.Cycle Time Plan

In order to enable Seller to meet the nine (9) month Cycle Time requirement:

1) Spirit shall notify Seller not less than [_TBN__] months prior to the scheduled delivery date for any Product that will be incorporated into a Program Airplane which is (i) a Customer's first purchase of a particular, existing configuration of the Program Airplane or (ii) a Customer's second or greater purchase of a particular existing configuration of the Program Airplane, but which will have potential configuration changes (not including material changes or changes of a greater magnitude than any previous change already made).

2) Spirit shall notify Seller not less than [_TBN__] months prior to the scheduled delivery date for any Product that is impacted by a change in the assignment of a Customer or Program Airplane model to a specific line number.

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SBP ATTACHMENT 20 TO

SPECIAL BUSINESS PROVISIONS

SCHEDULE CHANGE EXAMPLES

(Reference SBP Section 8.0)

EXAMPLE

Current Shipset Billing Price = ^*

Schedule No. 1

Month1234567   ;8910

S/S Per Month^**********

DECELERATION - Notice of deceleration of Schedule No. 1 is given at Month 3 resulting in the following schedule:

Schedule No. 2

S/S Per Month77*10 10777777

Shipsets Decelerated003

*

ACCELERATION - Notice of acceleration of Schedule No. 2 is given at Month 7 resulting in the following schedule:

Schedule No. 3

S/S Per Month7710 1077*7101010

Shipsets Accelerated033

^*

_________________________________

^* 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.

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EX-31.1 4 lmi10q1q051506ex311.htm EXHIBIT 31.1 - CERTIFICATION OF RONALD S. SAKS

EXHIBIT 31.1

CERTIFICATIONS

I, Ronald S. Saks, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of LMI Aerospace, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2005	/s/ Ronald S. Saks
	Ronald S. Saks President and Chief Executive Officer (Principal Executive Officer)

EX-31.2 5 lmi10q1q051506ex312.htm EXHIBIT 31.2 - CERTIFICATION OF LAWRENCE E. DICKINSON

EXHIBIT 31.2

CERTIFICATIONS

I, Lawrence E. Dickinson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of LMI Aerospace, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2006	/s/ Lawrence E. Dickinson
	Lawrence E. Dickinson Chief Financial Officer and Secretary (Principal Financial and Principal Accounting Officer)

EX-32 6 lmi10q1q051506ex32.htm EXHIBIT 32 - CERTIFICATION

EXHIBIT 32

Certifications of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of LMI Aerospace, Inc., a Missouri corporation (the “Company”), does hereby certify that, to the best of their knowledge:

The Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2006	/s/ Ronald S. Saks
	Ronald S. Saks President and Chief Executive Officer (Principal Executive Officer)

Date: May 15, 2006	/s/ Lawrence E. Dickinson
	Lawrence E. Dickinson Secretary and Chief Financial Officer (Principal Financial and Principal Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to LMI Aerospace, Inc. and will be retained by LMI Aerospace, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Ronald S. Saks, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of LMI Aerospace, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2005	/s/ Ronald S. Saks
	Ronald S. Saks President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Lawrence E. Dickinson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of LMI Aerospace, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2006	/s/ Lawrence E. Dickinson
	Lawrence E. Dickinson Chief Financial Officer and Secretary (Principal Financial and Principal Accounting Officer)

EX-32

EXHIBIT 32

Certifications of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of LMI Aerospace, Inc., a Missouri corporation (the “Company”), does hereby certify that, to the best of their knowledge:

The Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2006	/s/ Ronald S. Saks
	Ronald S. Saks President and Chief Executive Officer (Principal Executive Officer)

Date: May 15, 2006	/s/ Lawrence E. Dickinson
	Lawrence E. Dickinson Secretary and Chief Financial Officer (Principal Financial and Principal Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to LMI Aerospace, Inc. and will be retained by LMI Aerospace, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.