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                                                                     Exhibit 2.2

                               FIRST AMENDMENT TO

                            ASSET PURCHASE AGREEMENT

          THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment"), is
entered into and effective as of June 15, 2005, by and between The Boeing
Company, a Delaware corporation ("Seller"), and Mid-Western Aircraft Systems,
Inc., a Delaware corporation ("Buyer"), with respect to the following facts:

                                    WITNESSETH

          A. Seller and Buyer are parties to that certain Asset Purchase
Agreement dated as of February 22, 2005 (the "Asset Purchase Agreement"). All
capitalized terms used herein shall have the meanings ascribed to such terms in
the Asset Purchase Agreement, unless otherwise defined herein.

          B. Section 11.8 of the Asset Purchase Agreement provides that the
Asset Purchase Agreement may be amended only by a written instrument signed by
each of the parties thereto.

          C. Pursuant to the terms of Section 11.8 of the Asset Purchase
Agreement, Seller and Buyer now desire to amend the Asset Purchase Agreement on
the terms and conditions set forth herein.

          NOW, THEREFORE, in consideration of the mutual representations,
covenants and agreements hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, it is
hereby agreed between Buyer and Seller as follows:

          1. List of Schedules and Exhibits. The list of Schedules and Exhibit
is hereby amended by deleting the reference to Schedule 1.1(a)(xvi) - Included
Spares Inventory.

          2. Section 1.1(a)(ii). Section 1.1(a)(ii) is hereby deleted in its
entirety and is replaced with the following:

               "The entire inventory of the Business, including, but not limited
          to, all materials and supplies, all work in process and all finished
          products primarily related to the Business, but excluding any
          inventory that has been delivered FOB the Facilities or is in transit
          to another business unit of Seller on or prior to the Closing Date
          that is not part of the Business and excluding Spares Inventory (the
          "Inventory");"

           3. Section 1.1(a)(xvi). Section 1.1(a)(xvi) is hereby deleted in its
entirety.

          4. Section 1.1(b)(xix). The parenthetical in Section 1.1(b)(xix) is
hereby deleted.

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          5. New Section 1.1(b)(xxix). A new Section 1.1(b)(xxix) of the Asset
Purchase Agreement will be added to read as follows:

          "1.1(b)(xxix) The Spares Inventory."

          6. Amendment to Section 1.3(c). The second sentence of Section 1.3(c)
is hereby deleted in its entirety to delete the reference to Spares Inventory
and is replaced with the following:

               "The Tentative Purchase Price shall be the sum of (x) the book
          value of the Assets as reflected on the Audited Interim Financial
          Statements (reduced by the amount of capitalized interest reflected
          therein) plus (y) One Hundred Ninety-Two Million Four Hundred Thousand
          ($192,400,000), as adjusted as follows:"

          7. Amendment to Section 3.3(a). The first sentence of Section 3.3(a)
of the Asset Purchase Agreement is hereby amended and restated in its entirety
as follows:

               "(a) Schedule 3.3(a) sets forth (i) an unaudited statement of
          assets to be acquired and liabilities to be assumed of the Business as
          of December 31, 2001, 2002, 2003 and 2004, and the related statement
          of products shipped and operating expenses of the Business for the
          fiscal years then ended (the "Unaudited Annual Financial Statements")
          and (ii) an unaudited statement of assets to be acquired and
          liabilities to be assumed of the Business as of the Interim Date and
          related statement of products shipped and operating expenses of the
          Business for the nine (9) month period then ended (the "Unaudited
          Interim Financial Statements" and, collectively, with the Unaudited
          Annual Financial Statements, the "Unaudited Financial Statements")."

          8. Amendment to Section 3.24. The second sentence of Section 3.24 is
hereby deleted in its entirety to delete the reference to Spares Inventory and
is replaced with the following:

               "All Inventory is in the possession or control of Seller at the
          locations listed under paragraph (a) of Schedule 3.24 except for items
          that are in the possession or control of suppliers set forth on
          Schedule 3.23(c)."

          9. Section 5.11. The third and fourth sentences of Section 5.11 are
hereby deleted in their entirety.

          10. Amendment to Section 6.2 (f). The first two paragraphs of Section
6.2(f) of the Asset Purchase Agreement are hereby amended and restated in their
entirety as follows:

               "(f) Pension Benefits. Effective immediately following the
          Closing Date, Buyer shall establish or maintain (i) a defined benefit
          pension plan ("Buyer's Union Pension Plan I") for the benefit of Hired
          Employees who are covered by the collective bargaining agreements
          listed


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          in Schedule 6.2(f) (other than those employees represented by the
          International Association of Machinists and Aerospace Workers) as
          participating groups in The Boeing Company Employee Retirement