IAE PROPRIETARY INFORMATION

Spirit and IAE are in discussions to restructure the Contract, from a fifteen year period of cover to a ***** period of cover (“Restructured FHA”);

The amounts invoiced by IAE to Spirit for Restoration Shop Visits under the Restructured FHA may differ from the amounts invoiced under the Contract;

Spirit has requested and IAE has agreed to reconcile the invoiced amounts for Restoration Shop Visits under the Contract to the amounts that would have been invoiced under the Restructured FHA in accordance with terms herein; and

Spirit and IAE (collectively, the “Parties” and each a “Party”) hereby agree to the terms set forth below in order to memorialize this agreement.

Subject to the Parties executing the Restructured FHA no later than the 31^st of May 2011, the Parties agree to reconcile the difference between the invoiced amounts for Restoration Shop Visits under the Contract (the “Contract Amounts”) and the amounts that would have been invoiced using the Restoration Shop Visit invoicing methodology as agreed in the Restructured FHA (the “Restructured FHA Amounts”) for the Restoration Shop Visits listed in Appendix A hereto (the “Reconciliation Shop Visits”).

For each Reconciliation Shop Visit, if the Contract Amount is greater than the Restructured FHA Amount, then IAE will issue a credit to Spirit for the difference between such amounts (each a “Reconciliation Shop Visit Credit”).

Reconciliation Shop Visit Credits, if any, will be issued to Spirit within ***** of Spirit and IAE executing the Restructured FHA.

Reconciliation Shop Visit Credits may be used to offset Restoration Shop Visit invoices under the Restructured FHA or toward the purchase of V2500 parts or tooling, as may be selected by Spirit in its sole discretion.

For each Reconciliation Shop Visit, if the Restructured FHA Amount is greater than the

Reconciliation Shop Visit Payments, if any, will be made by Spirit to IAE in good funds within ***** of Spirit and IAE executing the Restructured FHA.

If after the date of this SLA 6, but before the execution of the Restructured FHA, Restoration Shop Visits are performed on other Eligible Engines under the Contract, each such Restoration Shop Visit shall be considered a Reconciliation Shop Visit and shall be eligible for reconciliation in accordance with Clause 1.2 or Clause 1.3 above, as applicable.

For the avoidance of doubt, the following may not be considered Reconciliation Shop Visits:

Miscellaneous Shop Visits;

Restoration Shop Visits for SL2 Eligible Engines or SL3 Eligible Engines;

shop visits caused by non-negligent FOD; and

shop visits invoiced as Excess Work.

Except as expressly amended by this SLA 6, all provisions of the Contract and any other agreements existing between IAE and Spirit remain in full force and effect and this SLA 6 shall be construed and considered as an integral part of the agreements.

This SLA 6 is valid for execution until February 28, 2011, and it shall have no force and effect unless signed by both parties on or before that date.

This SLA 6 shall be construed, performed and enforced in accordance with Connecticut law, even if applicable conflict of laws rules would require application of other laws. In addition, for disputes relating to or arising out of this SLA 6 and the Contract, Spirit hereby consents to personal jurisdiction in the federal and state courts of Connecticut and Spirit waives any arguments or defenses related to personal jurisdiction and the propriety of venue in Connecticut.

Subject to IAE receiving Spirit's Board of Directors' written approval of the signed Side Letter No. 7 to the signed V2500 Propulsion System and FHA Proposal dated October 27, 2006 between IAE and Spirit, as amended from time to time, such proposal being hereinafter referred to as the "Proposal", by January 31, 2012, the Parties agree to reconcile the difference between the invoiced amounts for Restoration Shop Visits under the Contract (the “Contract Amounts”) and the amounts that would have been invoiced using the Restoration Shop Visit invoicing methodology as agreed in the Restructured FHA (the “Restructured FHA Amounts”) for the Restoration Shop Visits listed in Appendix A hereto (the “Reconciliation Shop Visits”).”

***** of Reconciliation Shop Visit Credits, if any, will be issued to Spirit in ***** and the remaining ***** of Reconciliation Shop Visit Credits will be issued to Spirit in *****.”

Except as expressly amended by this Amendment No. 1, all provisions of the Contract and any other agreements existing between IAE and Spirit remain in full force and effect and this Amendment No. 1 shall be construed and considered as an integral part of the agreements.

This Amendment No. 1 is valid for execution until December 23, 2011, and it shall have no force and effect unless signed by both parties on or before that date.

This Amendment No. 1 shall be construed, performed and enforced in accordance with Connecticut law, even if applicable conflict of laws rules would require application of other laws. In addition, for disputes relating to or arising out of this Amendment No. 1 and the Contract, Spirit hereby consents to personal jurisdiction in the federal and state courts of Connecticut and Spirit waives any arguments or defenses related to personal jurisdiction and the propriety of venue in Connecticut.