SPR Spirit Aerosystems Holdings Inc

DESCRIPTION OF THE NOTES

              We will issue the senior notes under an indenture, dated as of the closing date among us, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the "indenture"). Because this is a summary, it does not contain all the information that may be important to you. The following description of specific terms of the senior notes is qualified in its entirety by reference to the provisions of the indenture, including the definitions of certain terms contained therein and those terms made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). Capitalized and other terms not otherwise defined in this prospectus supplement have the meanings given to them in the indenture. As used in this "Description of the Notes," "we," "our," "us," and "Spirit" refer to Spirit AeroSystems, Inc. and any successor thereto permitted under the indenture and "Holdings" refers to Spirit AeroSystems Holdings, Inc. and any successor thereto permitted under the indenture. Such terms do not, unless the context otherwise indicates, include the subsidiaries of such entities. The terms of the senior notes include those stated in the indenture and those which are made a part of the indenture by the Trust Indenture Act. A copy of the indenture is available for inspection at the office of the trustee.

              The senior notes will be issued in an initial aggregate principal amount of $300,000,000. The senior notes will be issued only in registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

General

              The specific terms of the senior notes are set forth below:

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Title: 3.850% Senior Notes due 2026.



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Initial principal amount being issued: $300,000,000 in aggregate principal amount of 3.850% Senior Notes due 2026.



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Stated maturity date: The senior notes will mature on June 15, 2026.



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Interest rate: The senior notes will bear interest at the rate of 3.850% per annum.



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Date interest starts accruing: Interest on the senior notes will start accruing on June 1, 2016.



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Interest payment date: Interest on the senior notes will be paid semi-annually on June 15 and December 15.



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First interest payment date: The first interest payment on the senior notes will be made on December 15, 2016.



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Regular record dates for interest: The regular record dates for interest on the senior notes will be June 1 and December 1 of each year.



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Computation of interest: Interest on the senior notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.



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Form of senior notes: The senior notes will be in the form of one or more global senior notes that we will deposit with or on behalf of DTC.



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Sinking fund: The senior notes will not be subject to any sinking fund.



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Ranking: The senior notes will constitute a separate series of our unsecured and unsubordinated senior debt securities, ranking equally and ratably with any other unsecured and unsubordinated debt of ours. See "—Ranking" below.

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Guarantee: Payment of the principal of (and premium, if any, on) and interest on the senior notes, and all other amounts due under the indenture, will be unconditionally guaranteed on an unsecured and unsubordinated basis by the Guarantors. See "—Guarantees" below.

Ranking

              The senior notes will be unsecured senior obligations of Spirit and, as such, will rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of Spirit and senior in right of payment to all future subordinated indebtedness of Spirit. Because the senior notes will not be secured, they will be effectively subordinated to any future secured indebtedness of Spirit to the extent of the value of the collateral securing that indebtedness. The senior notes will also be effectively subordinated to any indebtedness and other liabilities of the subsidiaries of Spirit that do not guarantee the notes.

              Not all of our subsidiaries will guarantee the senior notes. Claims of creditors of non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer, including holders of the senior notes.

              As of March 31, 2016, after giving effect to the refinancing:

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Spirit would have had approximately $1.1 billion in aggregate principal amount of indebtedness outstanding that would have ranked equally and ratably in right of payment with the senior notes;



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Spirit would have had no secured indebtedness outstanding; and Spirit's non-U.S. subsidiaries that will not guarantee the notes would have had approximately $3.0 million of indebtedness outstanding for borrowed money and $9.1 million of capital leases.

              See "—Guarantees" below and "Capitalization" and "Use of proceeds" elsewhere in this prospectus supplement.

Guarantees

              Payment of the principal of (and premium, if any, on) and interest on the senior notes and all other amounts due under the indenture, will be fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by the Guarantors. On the issue date, Holdings and each of our subsidiaries that guarantees our obligations under the Credit Agreement will be Guarantors. The guarantee of the senior notes will rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the Guarantors, and senior in right of payment to all future subordinated indebtedness of the Guarantors. Because the guarantees of the senior notes will not be secured, it will be effectively subordinated to any existing and future secured indebtedness of the Guarantors to the extent of the value of the collateral securing that indebtedness. The guarantee will also be effectively subordinated to any indebtedness and other liabilities of the subsidiaries of Holdings, other than Spirit, that do not guarantee the senior notes.

              Each guarantee of the senior notes by a subsidiary Guarantor will be limited to an amount not to exceed the maximum amount that can be guaranteed by that subsidiary Guarantor without rendering the guarantee of the senior notes, as it relates to such subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

              In the event that a Guarantor shall no longer guarantee (other than by virtue of its guarantee of the senior notes) any indebtedness under any Credit Facility or any other indebtedness of Holdings

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or any of its subsidiaries of at least $10.0 million, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its guarantee of the senior notes in support thereof, as evidenced by a supplemental indenture executed by Spirit, the Guarantors and the trustee, without any further action on the part of the trustee or any holder of senior notes. We currently expect that, upon completion of the refinancing of which this offering is a part, the Guarantors will not guarantee any such indebtedness of Holdings or any of its subsidiaries and their guarantees of the senior notes will be released and discharged.

              As of March 31, 2016, including after giving effect to the refinancing, all of Spirit's U.S. and non-U.S. subsidiaries would have approximately $3.0 million of indebtedness outstanding for borrowed money and $9.1 million of capital leases, as well as significant other liabilities, all of which would be structurally senior to the notes offered hereby once the subsidiary guarantees are released.

              For purposes of the Guarantors discussion above and "—Certain covenants—Senior notes guarantees", the following definitions are applicable:

              " Credit Facilities " means one or more credit facilities with banks or other lenders providing for revolving loans or term loans or the issuance of letters of credit or bankers' acceptances.

              " Guarantor " means any Person that executes a note guarantee in accordance with the provisions of the indenture and such person's successors and assigns.

Further issues

              We may from time to time, without notice to, or the consent of, the registered holders of the senior notes, create and issue additional senior notes ranking equally and ratably with the senior notes offered hereby in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such additional senior notes or except for the first payment of interest following the issue date of such additional senior notes), so that such additional senior notes will be consolidated and form a single series with the senior notes offered hereby and will have the same terms as to status, redemption or otherwise as the senior notes offered hereby, provided that if such additional senior notes are not fungible with the original senior notes for U.S. federal income tax purposes, such additional senior notes will have a separate CUSIP number.

Optional redemption

              Prior to the Par Call Date, the senior notes will be redeemable at Spirit's option, in whole at any time or in part from time to time, for cash, at a redemption price equal to the greater of (i) 100% of the principal amount of the senior notes to be redeemed, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the senior notes to be redeemed (not including any portion of interest accrued on such senior notes as of the date of redemption) assuming that such senior notes would mature on the Par Call Date but for the redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 30 basis points, plus in either case accrued and unpaid interest, if any, on the principal amount being redeemed up to, but not including, the date of redemption.

              On and after the Par Call Date, the senior notes will be redeemable at Spirit's option, in whole at any time or in part from time to time, for cash, at a redemption price equal to 100% of the principal amount of the senior notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed up to, but not including, the date of redemption.

              " Adjusted Treasury Rate " means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for

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the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

              " Comparable Treasury Issue " means, with respect to any redemption date, the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the senior notes to be redeemed (assuming that such senior notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such senior notes.

              " Comparable Treasury Price " means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

              " Par Call Date " means March 15, 2026.

              " Quotation Agent " means the Reference Treasury Dealer appointed by Spirit.

              " Reference Treasury Dealer " means (i) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC and their respective successors; provided , however , that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), Spirit will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by Spirit.

              " Reference Treasury Dealer Quotations " means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

              Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the senior notes to be redeemed. Unless Spirit defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the senior notes or portions thereof called for redemption.

              If less than all of the senior notes are to be redeemed, the senior notes to be redeemed shall be selected by the trustee pro rata , by lot, or by such method the trustee deems to be fair and appropriate in accordance with applicable depositary procedures.

Change of control offer to repurchase

              If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the senior notes in full, as described under "—Optional redemption," holders of senior notes will have the right to require us to repurchase all or a portion of such holder's senior notes pursuant to the offer described below (the "Change of Control Offer"). In the Change of Control Offer, Spirit will offer payment, in cash, equal to 101% of the principal amount of senior notes repurchased plus accrued and unpaid interest, if any, on the senior notes repurchased up to but not including the date of repurchase, subject to the rights of holders of senior notes on the relevant record date to receive interest due on the relevant interest payment date.

              Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of such pending Change of Control, we will be required to send, by first class mail, a notice to holders of senior notes, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the repurchase date, which must be no earlier than

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30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). The notice, if mailed prior to the date of consummation of the Change of Control, may state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of senior notes electing to have their senior notes repurchased pursuant to a Change of Control Offer will be required to surrender their senior notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the senior note completed, to the paying agent at the address specified in the notice, or transfer their senior notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

              We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all senior notes properly tendered and not withdrawn under its offer.

              We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the senior notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the senior notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the senior notes by virtue of any such conflict.

              The definition of "Change of Control" includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of Holdings and its subsidiaries, or Spirit and its subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise, established definition of the phrase under applicable law. Accordingly, the ability of a holder of senior notes to require us to repurchase the senior notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Holdings and its subsidiaries, or Spirit and its subsidiaries, taken as a whole, to another "person" (as that term is used in Section 13(d)(3) of the Exchange Act) may be uncertain.

              For purposes of the Change of Control Offer discussion above, the following definitions are applicable:

              " Below Investment Grade Rating Event " with respect to the senior notes means that such senior notes become rated below Investment Grade by each Rating Agency on any date from the date of the public notice by Holdings or Spirit of an arrangement that results in a Change of Control until the end of the 60-day period following the earlier of (i) the occurrence of a Change of Control and (ii) such public notice by Holdings or Spirit of an arrangement that could result in a Change of Control (which period will be extended so long as the rating of such senior notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

              " Change of Control " means the occurrence of any one of the following:

              (1)   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Holdings and its subsidiaries, or Spirit and its subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Holdings or one of its subsidiaries;

              (2)   the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than Holdings or one of its subsidiaries becomes the "beneficial

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owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Holdings or Spirit, measured by voting power rather than number of shares provided that a merger shall not constitute a "change of control" under this definition if (i) the sole purpose of the merger is our reincorporation in another state and (ii) our shareholders and the number of shares of our Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical;

              (4)   the first day during any period of two consecutive years in which the majority of the members of the board of directors of Holdings are not Continuing Directors;

              (5)   the adoption by the holders of Voting Stock of Holdings of a plan relating to the liquidation, dissolution or winding up of Holdings; or

              (6)   Holdings ceases to own 100% of the equity interests of Issuer.

              " Change of Control Triggering Event " means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

              " Continuing Director " means, as of any date of determination, any member of the board of directors (or equivalent body) of Holdings who:

              (1)   was a member of such board of directors on the date of the issuance of the senior notes; or

              (2)   was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment.

              " Investment Grade " means a rating of BBB– or better by S&P (or its equivalent under any successor rating category of S&P) and a rating of Baa3 or better by Moody's (or its equivalent under any successor rating category of Moody's).

              " Moody's " means Moody's Investors Service, Inc., and its successors.

              " Rating Agency " means (1) each of S&P and Moody's; and (2) if either S&P or Moody's ceases to rate the senior notes or fails to make a rating of the senior notes publicly available for reasons outside of Spirit's control, a "nationally recognized statistical rating organization" as defined in Section 3(a)(62) of the Exchange Act, selected by us (as certified by a resolution of the board of directors of Holdings and reasonably acceptable to the trustee) as a replacement agency for S&P or Moody's, or all of them, as the case may be.

              " S&P " means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

              " Voting Stock " of any specified person as of any date means any and all shares or equity interests (however designated) of such person that are ordinarily, in the absence of contingencies, entitled to vote generally in the election of the board of directors, managers or trustees of such person (or persons performing similar functions) as applicable, even if the right so to vote has been suspended by the happening of a contingency.

Certain covenants

              The indenture does not contain any provisions that would limit our ability to incur indebtedness or that would afford holders of senior notes protection in the event of a sudden and

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significant decline in the credit quality of Holdings or Spirit or a takeover, recapitalization or highly leveraged or similar transaction involving Holdings or Spirit.

Limitation on liens

              Holdings will not, and will not permit any subsidiary to, create, incur, assume or permit to exist any lien (the "Initial Lien") on any property or asset, to secure any debt of Holdings, any subsidiary or any other person, or permit any subsidiary to do so, without securing the senior notes equally and ratably with such debt for so long as such debt will be so secured, subject to certain exceptions (collectively referred to as "Permitted Liens"), including:

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liens existing on the date of the indenture;



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liens on assets or property of a person at the time it becomes a subsidiary securing only indebtedness of such person or liens existing on assets or property at the time of the acquisition of such assets, provided such indebtedness was not incurred or such liens were not created in connection with such person becoming a subsidiary or such assets being acquired;



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liens on shares of stock or other equity interests of a person at the time it becomes a subsidiary; provided, however, that such liens were not created in connection with such person becoming such a subsidiary;



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liens on assets created at the time of or within 180 days after the acquisition, purchase, lease, improvement or development of such assets to secure all or a portion of the purchase price or lease for, or the costs of improvement or development of, such assets;



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liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any indebtedness secured by liens referred to above or liens created in connection with any amendment, consent or waiver relating to such indebtedness, so long as such lien does not extend to any other property and the amount of debt secured is not increased (other than by the amount equal to any costs and expenses incurred in connection with any extension, renewal, refinancing or refunding);



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liens imposed by law such as carriers', warehousemen's, mechanics', materialmen's, repairmen's, laborers', landlords' and similar liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;



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pledges or deposits under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of debt) or leases, subleases, licenses or sublicenses to which such person is a party, or deposits to secure public or statutory obligations of such person or deposits of cash or United States government bonds to secure surety, stay, customs, replevin or appeal bonds to which such person is a party, or deposits as security or for the payment of rent, in each case incurred in the ordinary course of business;



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liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;



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liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods incurred in the ordinary course of business;

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liens in favor of issuers of surety or performance bonds or letters of credit, bank guarantees, bankers' acceptances or similar credit transactions issued pursuant to the request of and for the account of such person in the ordinary course of its business;



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survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or liens incidental to the conduct of the business of such person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such person;



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liens upon specific items of inventory or other goods and proceeds of any person securing such person's obligation in respect of bankers' acceptances issued or created in the ordinary course of business for the account of such person to facilitate the purchase, shipment, or storage of such inventory or other goods;



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any interest of title or an owner of equipment or inventory on loan or consignment to Holdings or any of its subsidiaries and liens arising from Uniform Commercial Code financing statement or similar filings regarding operating leases entered into by Holdings or any of its subsidiaries in the ordinary course of business;



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liens representing the right of customers and suppliers to purchase or repurchase assets from Holdings or a Restricted Subsidiary under contracts entered into in the ordinary course of business;



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leases, subleases, licenses or sublicenses granted in the ordinary course of business;



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liens (i) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of debt, (B) relating to pooled deposit or sweep accounts of Holdings or any of its subsidiaries to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in the ordinary course of business of Holdings and/or any of its subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Holdings or any of its subsidiaries in the ordinary course of business, (ii) in favor of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (iii) encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (iv) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;



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liens securing debt consisting of (A) the financing of insurance premiums with the providers of such insurance or their affiliates and (B) take-or-pay obligations contained in supply arrangements in the ordinary course of business;



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liens deemed to exist in connection with repurchase agreements, provided that such liens do not extend to any assets other than those assets that are the subject of such repurchase agreement; and



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options, put and call arrangements, rights of first refusal and similar rights relating to joint ventures, limited liability companies, partnerships and the like;



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judgment liens not giving rise to an Event of Default;



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liens securing debt or other obligations of Holdings or a subsidiary owing to Holdings or a subsidiary of Holdings; or

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liens otherwise prohibited by this covenant, securing indebtedness which, together with the value of attributable debt incurred in sale and leaseback transactions described under "—Limitation on sale and leasebacks" below, do not at any time exceed 15% of Holdings' total consolidated assets.

              Any lien created for the benefit of the holders of the senior notes pursuant to the first paragraph of this covenant shall provide by its terms that such lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

              For purposes of determining compliance with this covenant, a lien need not be permitted solely by reference to one category of liens described in the definition of "Permitted Liens" but may be permitted in part under any combination thereof.

Limitation on sale and leasebacks

              Holdings will not, and will not permit any subsidiary to, enter into any arrangement with any person pursuant to which Holdings or any subsidiary leases any property that has been or is to be sold or transferred by Holdings or the subsidiary to such person (a "sale and leaseback transaction"), except that a sale and leaseback transaction is permitted if Holdings or such subsidiary would be entitled to secure the property to be leased (without equally and ratably securing the outstanding senior notes) in an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, without regard to any renewal or extension in the lease, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually (such amount is referred to as the "attributable debt").

              In addition, permitted sale and leaseback transactions not subject to the limitation above and the provisions described in "—Limitation on liens" above include:

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temporary leases for a term, including renewals at the option of the lessee, of not more than three years; and



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sale and leaseback transactions if, within 180 days of the effective date of such sale and leaseback transaction, an amount equal to the greater of the net proceeds of the sale of the property leased pursuant to the sale and leaseback transaction or the fair value of the property of the time entering into the sale and leaseback transaction, as determined by the board of directors of Spirit, is applied to (i) the retirement of nonsubordinated indebtedness for money borrowed with more than one year stated maturity or (ii) the purchase of properties, facilities or equipment to be used for general operational purposes.

Senior notes guarantees

              If a subsidiary of Spirit guarantees any indebtedness under a Credit Facility of Spirit or guarantees Spirit's obligations under its 5 ¹ / 4 Senior Notes due March 15, 2022 (the "2022 Notes"), then such subsidiary shall become a Guarantor within 60 days of the date on which it guaranteed such other indebtedness.

Consolidation, merger and sale of assets

              Neither Spirit nor Holdings may consolidate or merge with or into, or sell, lease, convey, transfer or otherwise dispose of its property and assets substantially as an entirety to another entity unless:

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Spirit or Holdings is the surviving entity, as applicable, or (2) the successor entity, if other than Spirit or Holdings is a U.S. corporation, partnership, limited liability company or trust

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and assumes by supplemental indenture all of Spirit's or Holdings' obligations, as applicable, under the senior notes or the guarantee, respectively, and the indenture;

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immediately after giving effect to the transaction, no Event of Default (as defined below), and no event that, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and



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as a result of any consolidation, merger, sale or lease, conveyance or transfer or other disposition described in this covenant, properties or assets of Spirit or Holdings or any of its subsidiaries would become subject to any lien that would not be permitted by the lien restriction described above without equally and ratably securing the senior notes, Spirit or the Guarantor or such successor entity, as the case may be, will take the steps as are necessary to secure effectively the senior notes equally and ratably with, or prior to, all indebtedness secured by those liens as described above, such lien securing the senior notes to be effective only for so long as such properties or assets shall remain subject to such additional lien.

              In connection with any transaction that is covered by this covenant, we must deliver to the trustee an officers' certificate and an opinion of counsel each stating that the transaction complies with the terms of the indenture.

              In the case of any such consolidation, merger, sale, transfer or other conveyance or disposition, but not a lease, in a transaction in which there is a successor entity to Spirit or Holdings, the successor entity will succeed to, and be substituted for, Spirit or Holdings, respectively, under the indenture and Spirit or Holdings, respectively, will be released from its obligations under the senior notes or the guarantee, as applicable, and the indenture.

Events of default

              Any one of the following is an "Event of Default":

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if Spirit defaults in the payment of interest on the senior notes, and such default continues for 30 days;



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if Spirit defaults in the payment of the principal or any premium on the senior notes when due by declaration, when called for redemption or otherwise;



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if any Guarantor or Spirit fails to perform or breaches any covenant or warranty in the senior notes or in the indenture and applicable to the senior notes or guarantee continuing for 90 days after notice to Spirit by the trustee or by holders of at least 25% in principal amount of the outstanding senior notes;



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if certain events of bankruptcy or insolvency occur with respect to Spirit or Holdings (the "bankruptcy or insolvency provision");



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any guarantee ceases to be in full force and effect in all material respects or is declared null and void in a judicial proceeding or any Guarantor denies or disaffirms its obligations under the guarantee (except, in any case, as contemplated by the terms of the indenture) and such default continues for 30 days after notice of any Guarantor denies or disavows its obligations under the guarantee; and



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default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by Holdings or any of its subsidiaries (or the payment of which is guaranteed by the Holdings or any of

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its subsidiaries), whether such indebtedness or guarantee now exists, or is created after the date of this prospectus supplement, if that default:

(i)

is caused by a failure to pay principal on such indebtedness at its stated final maturity (after giving effect to any applicable grace periods provided in such indebtedness) (a "Payment Default"); or



(ii)

results in the acceleration of such indebtedness prior to its express maturity (an "Acceleration Event"),

and (i) in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or an Acceleration Event, aggregates $75 million or more and (ii) in the case of a Payment Default, such indebtedness is not discharged and, in the case of an Acceleration Event, such acceleration is not rescinded or annulled, within 10 days after written notice has been given by the trustee or the holders of at least 25% in principal amount of all of the outstanding senior notes.

              If an Event of Default (other than the bankruptcy or insolvency provision) with respect to the senior notes occurs and is continuing, the trustee or the holders of at least 25% in principal amount of all of the outstanding senior notes may declare the principal of all the senior notes to be due and payable. When such declaration is made, such principal will be immediately due and payable. If a bankruptcy or insolvency event occurs, the principal of and accrued and unpaid interest on the senior notes will immediately become due and payable without any declaration or other act on the part of the trustee or the holders of the senior notes. The holders of a majority in principal amount of senior notes may rescind such declaration or acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing events of default have been cured or waived (other than nonpayment of principal or interest that has become due solely as a result of acceleration).

              Holders of senior notes may not enforce the indenture or the senior notes, except as provided in the indenture. The trustee may require indemnity satisfactory to it before it enforces the indenture or the senior notes. Subject to certain limitations, the holders of more than 50% in principal amount of the outstanding senior notes may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power of the trustee. The trustee may withhold from holders notice of any continuing default (except a default in the payment of principal or interest) if it determines that withholding notice is in their interests.

Modification and waiver

              We may amend or modify the indenture without the consent of any holder of senior notes affected by the modifications or amendments in order to:

•

cure any ambiguity, omission, defect or inconsistency;



•

conform the text of the indenture, including any supplemental indenture, or the senior notes to any corresponding provision of this "Description of the Notes" or the "Description of Debt Securities" found in the accompanying prospectus;



•

provide for the issuance of additional senior notes;



•

provide for the assumption of our obligations in the case of a merger or consolidation and our discharge upon such assumption provided that the provision under "Consolidation, Merger and Sale of Assets\" of the indenture is complied with;



•

add covenants or make any change that would provide any additional rights or benefits to the holders of the senior notes;

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•

add guarantees with respect to the senior notes or release a Guarantor in accordance with the indenture;



•

provide for uncertificated senior notes in addition to or in place of certificated senior notes;



•

secure the senior notes;



•

add or appoint a successor or separate trustee;



•

obtain or maintain the qualification of the indenture under the Trust Indenture Act; or



•

make any other change that does not adversely affect the rights of any holder of senior notes.

              Other amendments and modifications of the indenture or the senior notes issued may be made with the consent of the holders of at least a majority of the aggregate principal amount of the outstanding senior notes, and our compliance with any provision of the indenture with respect to the senior notes may be waived by written notice to the trustee by the holders of a majority of the aggregate principal amount of the outstanding senior notes. However, no modification or amendment may, without the consent of each holder of outstanding senior notes:

•

reduce the principal amount, any premium or change the stated maturity of any debt security or alter or waive any of the provisions with respect to the redemption or repurchase of the senior notes;



•

change the place of payment or currency in which principal, any premium or interest is paid;



•

impair the right to institute suit for the enforcement of any payment on the senior notes;



•

reduce the interest rate or extend the time for payment of interest on the senior notes;



•

make any change to the amendment provisions which require the consent of each holder of senior notes or make any changes to the waiver provisions in the indenture; or



•

reduce the amount payable upon the repurchase of any senior note or change the time at which any senior note may be repurchased as described under "—Change of control offer to repurchase," whether through an amendment or waiver of provisions in the covenants, definitions or otherwise.

              Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding senior notes may, on behalf of the holders of all senior notes, waive our compliance with provisions of the indenture. The holders of a majority in aggregate principal amount of the outstanding senior notes may, on behalf of the holders of all the senior notes, waive any past default or Event of Default under the indenture with respect to such senior notes and its consequences, except (i) a default or Event of Default with respect to such series in the payment of the principal of, or premium or any interest on, the senior notes or (ii) a default or Event of Default in respect of a covenant or provision that cannot be modified or amended without the consent of all of the holders of the outstanding senior notes.

Satisfaction and Discharge

              The indenture will be discharged and will, subject to certain surviving provisions, cease to be of further effect as to all senior notes issued thereunder when:

              (1)   we deliver to the trustee all outstanding senior notes issued under the indenture (other than senior notes replaced because of mutilation, loss, destruction or wrongful taking) for cancellation; or

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              (2)   all senior notes outstanding under the indenture and not previously delivered to the trustee for cancellation have become due and payable, whether at maturity or as a result of the mailing or sending of a notice of redemption or will become due and payable within one year (including as result of the mailing or sending of a notice of redemption), and we irrevocably deposit with the trustee as funds in trust solely for the benefit of the holders of senior notes, cash in U.S. dollars, noncallable U.S. government securities, or a combination thereof, sufficient, without consideration of any reinvestment of interest, to pay at maturity or upon redemption all senior notes outstanding under the indenture, including interest thereon.

              The trustee will acknowledge satisfaction and discharge of the indenture on our demand accompanied by an officer's certificate and an opinion of counsel, upon which the trustee shall have no liability in relying, stating that all conditions precedent to satisfaction and discharge have been complied with and at our cost and expense.

Defeasance of senior notes and certain covenants in certain circumstances

              Legal Defeasance.     The indenture provides that, in certain circumstances, we may be discharged from any and all obligations in respect of the senior notes (except for certain obligations to register the transfer or exchange of senior notes, to replace stolen, lost or mutilated senior notes, and to maintain paying agencies and certain provisions relating to the treatment of funds held by paying agents). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S. government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient, without consideration of any reinvestment of interest, in the written opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal firm to pay and discharge each installment of principal, premium and interest in accordance with the terms of the indenture and the senior notes.

              This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the beneficial owners of the senior notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.

              Defeasance of Certain Covenants.     The indenture provides that, upon compliance with certain conditions, we may be released from our obligation to comply with certain covenants, or covenant defeasance, set forth in the indenture and any supplemental indenture, including those described under "—Certain covenants", "—Change of control offer to repurchase" and "—Consolidation, merger and sale of assets", and any failure to comply with those covenants will not constitute a default or an Event of Default with respect to the senior notes. If we exercise our covenant defeasance option, payment of the senior notes may not be accelerated because of an Event of Default related to certain events of bankruptcy, insolvency or reorganization of our significant subsidiaries.

              The conditions include:

•

depositing with the trustee money and/or U.S. government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient, without consideration of any reinvestment of interest, in the written opinion of a nationally recognized firm of independent public accountants, a nationally recognized investment bank or a nationally recognized appraisal firm to pay and discharge

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each installment of principal of, premium and interest in accordance with the terms of the indenture and the senior notes; and

•

delivering to the trustee an opinion of counsel to the effect that the beneficial owners of the senior notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.

Governing law

              The indenture and the senior notes will be governed by, and construed in accordance with, the laws of the State of New York.

The trustee

              The indenture provides that, except during the continuance of an Event of Default, the trustee will undertake to perform such duties and only such duties as are specifically set forth in such indenture. If an Event of Default has occurred and is continuing, the trustee will exercise such of the rights and powers vested in it under the indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

              The indenture and the provisions of the Trust Indenture Act, incorporated by reference therein, contain limitations on the rights of the trustee thereunder should it become a creditor of Holdings, Spirit or any of their subsidiaries, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions, provided that if it acquires any conflicting interest (as defined in the Trust Indenture Act), it must eliminate such conflict or resign.

Book-entry, delivery and form

              The senior notes will be issued as fully-registered global senior notes which will be deposited with, or on behalf of, DTC and registered, at the request of DTC, in the name of Cede & Co. Beneficial interests in the global senior notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC. Investors may elect to hold their interests in the global senior notes through either DTC (in the United States) or (in Europe) through Clearstream or through Euroclear. Investors may hold their interests in the global senior notes directly if they are participants of such systems, or indirectly through organizations that are participants in these systems. Interests held through Clearstream and Euroclear will be recorded on DTC's books as being held by the U.S. depositary for each of Clearstream and Euroclear (the "U.S. Depositories"), which U.S. Depositories will, in turn, hold interests on behalf of their participants' customers' securities accounts. Beneficial interests in the global senior notes will be held in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Except as set forth below, the global senior notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

              Senior notes represented by a global senior note can be exchanged for definitive securities in registered form only if:

•

DTC notifies us that it is unwilling or unable to continue as depositary for that global senior note and we do not appoint a successor depositary within 90 days after receiving that notice;

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•

at any time DTC ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depositary within 90 days after becoming aware that DTC has ceased to be registered as a clearing agency; or



•

we in our sole discretion determine that that global senior note will be exchangeable for definitive securities in registered form and notify the trustee of our decision.

              A global senior note that can be exchanged as described in the preceding sentence will be exchanged for definitive securities issued in authorized denominations in registered form for the same aggregate amount. The definitive securities will be registered in the names of the owners of the beneficial interests in the global senior note as directed by DTC.

              We will make principal and interest payments on all senior notes represented by a global senior note to the paying agent which in turn will make payment to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the senior notes represented by a global senior note for all purposes under the indenture. Accordingly, we, the trustee and any paying agent will have no responsibility or liability for:

•

any aspect of DTC's records relating to, or payments made on account of, beneficial ownership interests in a debt security represented by a global senior note;



•

any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global senior note held through those participants; or



•

the maintenance, supervision or review of any of DTC's records relating to those beneficial ownership interests.

              DTC has advised us that its current practice is to credit participants' accounts on each payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global senior note as shown on DTC's records, upon DTC's receipt of funds and corresponding detail information. The underwriters will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global senior note will be governed by standing instructions and customary practices, as is the case with securities held for customer accounts registered in "street name," and will be the sole responsibility of those participants. Book-entry notes may be more difficult to pledge because of the lack of a physical note.

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DESCRIPTION OF DEBT SECURITIES

        The following is a general description of the debt securities which may be issued from time to time by us under this prospectus. The particular terms relating to each debt security will be set forth in a prospectus supplement.

The Indenture

        The debt securities covered by this prospectus may be issued in one or more series under an indenture (an "indenture"), between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The form of the indenture has been filed as an exhibit to the registration statement of which this prospectus is a part. The indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended. The statements herein relating to the debt securities and the indenture are summaries and are subject to the detailed provisions of the indenture. The description below is a summary and does not contain all the information you may find useful. We urge you to read the indenture because it, and not this summary, defines many of your rights as a holder of our debt securities.

        There is no requirement under the indenture that future issues of our debt securities be issued under such indenture, and we will be free to use other indentures or documentation, containing provisions different from those included in the indenture or applicable to one or more series of debt securities, in connection with future issues of such other debt securities.

        To the extent the debt securities are guaranteed, the guarantees will be set forth in the indenture and supplements thereto.

General

        The debt securities will be our general obligations. The aggregate principal amount of debt securities that we may issue under the indenture is unlimited. We may issue senior or subordinated debt securities under the indenture up to the aggregate principal amount authorized by our board of directors from time to time.

        The indenture provides that the debt securities will be issued in one or more series. The debt securities may be issued at various times and may have differing maturity dates and may bear interest at differing rates. Without the consent of the holders of the debt securities, we may reopen a previous issue of debt securities under the indenture, unless the reopening is restricted when the series of debt securities is created.

        Each prospectus supplement relating to a particular offering of debt securities will describe the specific terms of debt securities. Those specific terms will include the following:

•

the title of the debt securities;



•

the price or prices (expressed as a percentage of the principal amount) at which we will issue the debt securities;



•

whether the debt securities will be senior debt securities or subordinated debt securities, and if they are subordinated debt securities, the terms of the subordination;



•

any limit on the aggregate principal amount of the debt securities;



•

the date or dates on which we will pay the principal on the debt securities and the right if any, to extend such date or dates;



•

the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial

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index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

•

the right, if any, to extend the interest periods and the duration of that extension;



•

the place or places where principal of, and premium, if any, and interest on, the debt securities will be payable;



•

the terms and conditions upon which we may redeem the debt securities;



•

any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities;



•

the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;



•

the denominations in which the debt securities will be issued, if other than minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof;



•

whether the debt securities will be issued in the form of certificated debt securities or global debt securities;



•

the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;



•

whether the debt securities will be "original issue discount" securities for federal income tax purposes;



•

the designation of the currency or currencies in which payment of principal of, and premium and interest on, the debt securities will be made if other than U.S. dollars;



•

any provisions relating to any security provided for the debt securities;



•

any addition to or change in the events of default described in the indenture with respect to the debt securities and any change in the acceleration provisions described in the indenture with respect to the debt securities;



•

any addition to or change in the covenants described in the indenture with respect to the debt securities;



•

any other terms of the debt securities, which may modify or delete any provision of the indenture as it applies to that series; and



•

any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities.

        Except where specifically described in the applicable prospectus supplement, the indenture does not contain any covenants designed to protect holders of the debt securities against a reduction in our creditworthiness in the event of a highly leveraged transaction or to prohibit other transactions which may adversely affect holders of the debt securities.

Exchange and Transfer

        Debt securities may be transferred or exchanged at the office of the registrar or co-registrar designated by us.

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        We will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental charges associated with any transfer or exchange.

        In the event of any redemption of debt securities of any series, we will not be required to:

•

issue, register the transfer of, or exchange, any debt security of that series during a period beginning at the opening of 15 business days before the day of sending of a notice of redemption and ending at the close of business on the day such notice is sent; or



•

register the transfer of or, exchange any, debt security of that series selected, called or being called for redemption, in whole or in part, except the unredeemed portion of any series being redeemed in part.

        We may initially appoint the trustee as the registrar. Any transfer agent, in addition to the registrar initially designated by us, will be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents or change the office of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

Global Securities

        The debt securities of any series may be represented, in whole or in part, by one or more global securities. Each global security will:

•

be registered in the name of a depositary that we will identify in a prospectus supplement;



•

be deposited with the trustee as custodian for the depositary or its nominee; and



•

bear any required legends.

        No global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any nominee unless:

•

the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary, and in either case we fail to appoint a successor depositary registered as a clearing agency under the Exchange Act within 90 days of such event;



•

we execute and deliver to the trustee an officer's certificate to the effect that such global securities shall be so exchangeable; or



•

an event of default with respect to the debt securities represented by such global securities shall have occurred and be continuing.

        As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and holder of the debt securities represented by the global security for all purposes under the indenture. Except in the above limited circumstances, owners of beneficial interests in a global security:

•

will not be entitled to have the debt securities registered in their names;



•

will not be entitled to physical delivery of certificated debt securities; and



•

will not be considered to be holders of those debt securities under the indenture.

        Payments on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.

        Institutions that have accounts with the depositary or its nominee are referred to as "participants." Ownership of beneficial interests in a global security will be limited to participants and to persons that

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may hold beneficial interests through participants. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants. Each person owning a beneficial interest in a global security must rely on the procedures of the depositary (and, if such person is not a participant, on procedures of the participant through which such person owns its interest) to exercise any rights of a holder under the indenture.

        Ownership of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants' interests, or by any participant, with respect to interests of persons held by participants on their behalf. Payments, transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the depositary. The depositary policies and procedures may change from time to time. Neither we nor the trustee will have any responsibility or liability for the depositary's acts or omissions or any participant's records with respect to beneficial interests in a global security.

Payment and Paying Agent

        The provisions of this subsection will apply to the debt securities unless otherwise indicated in the prospectus supplement. Payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the close of business on the regular record date. Payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check to the record holder.

        We may also name any other paying agents in the prospectus supplement. We may designate additional paying agents, change paying agents or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

        Subject to any applicable abandoned property law, all moneys paid by us to a paying agent for payment on any debt security that remain unclaimed at the end of two years after such payment was due will be repaid to us. Thereafter, the holder may look only to us for such payment.

Governing Law

        The laws of the State of New York will govern each indenture and will govern the debt securities without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

Regarding the Trustee

        The Bank of New York Mellon Trust Company, N.A. will act as trustee under the indenture. From time to time, we may also enter into other banking or other relationships with The Bank of New York Mellon Trust Company, N.A. or its affiliates.

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