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Confidential portions of this exhibit have been omitted
pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.
Omissions are designated by the symbol [*****].
Exhibit 10.26
Final Draft
Ancillary Know-How Supplemental License Agreement No. 05-031
To
Hardware, Material, Services General Terms Agreement No. MWS
Between
The Boeing Company
And
Mid-Western Aircraft Systems, Inc.
Entered into as of June 16, 2005
This Ancillary Supplemental License Agreement (SLA) incorporates
the terms and
conditions of the HMSGTA. All capitalized terms used but not
defined in this SLA
have the same meaning as in the HMSGTA. Notwithstanding the phrase
"Supplemental
License Agreement" as defined in the HMSGTA, the term "SLA" used
herein applies
to this specific agreement.
Boeing has entered into an Asset Purchase Agreement (the "APA")
with Customer,
dated as of February 22, 2005 pursuant to which Boeing will sell,
and Customer
will purchase, the Wichita Business. As of the date of Closing the
Boeing
employees which will become Customer employees after Closing have
Know-How
relative to the Wichita Business.
Accordingly, Boeing and Customer agree as follows:
Boeing hereby grants to Customer the right to use the Know-How
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