Loan Agreement – Rockwell Collins

1.

Scope of Agreement. On April 20, 2011, RCI shall provide USD $237,000,000 to
Bombardier to offset a shortfall in CoA advance payments (identified on Exhibit
A and referred to herein as Advance Payments) through the end of April 2011
which Bombardier is not expected to receive from Program customers based on CoA
delays. Such funds to offset this Advance Payment shortfall shall be provided by
RCI to Bombardier on a non-secured, short-term, non-interest bearing or fee
basis and are provided based on Bombardier153s agreement to repay any and all
funds provided by RCI under this MOA in accordance with Section 2 of this MOA.

2.

Repayment. RCI shall notify Bombardier when RCI has received the final
Federal Aviation Authority (FAA) Technical Standard Order (TSO) authorization
(TSOA) (by TSOA letter or minor change approval in accordance with FAA Order
8150.1B) pertaining to the avionics that RCI has supplied to Bombardier for the
Program (excluding the TSOA for the IMAT-6000, but provided that the notice
shall also state that the TSO conformance statement for the IMAT-6000 has been
submitted to the FAA). Bombardier shall repay to RCI in cash (USD) the full
amount of the funds provided to Bombardier by RCI pursuant to Section 1 sixty
(60) days after receipt of such notice from RCI. All payments to be made by
Bombardier to RCI hereunder shall be made without deduction for any withholding,
counterclaim, defense, recoupment or setoff whatsoever.

3.

Term & Termination. The term of this MOA shall commence upon signature by
both Parties, shall bind both Parties153 successors in interest, and shall
terminate only upon the repayment in full by Bombardier to RCI of the amounts
provided under Section 1 as well as any outstanding obligations under Sections
2, 7 and 8.

4.

Relationship of Parties. Each Party is an independent contractor and each
Party agrees to be responsible for its respective federal, state, provincial and
local taxes, withholding, insurance, and any other benefits. Except as provided
in Sections 7 and 9 herein, each Party shall bear their own costs and expenses
in connection with their respective responsibilities under this MOA. Nothing in
this MOA shall grant to either Party the right to make commitments of any kind
for, or on behalf of, the other Party without the prior written consent of the
other Party. Nothing herein shall grant any ownership right or license to use
any data disclosed hereunder, except for the purpose as stated herein.

5.

Notices. All notices and other communications required or authorized
hereunder shall be given in writing either by personal delivery, by means of a
bonded delivery service (such as FedEx or DHL), or by registered or certified
express mail addressed to the other Party as follows:

Bombardier

RCI

Janice L. Davis

David C. Haerther

Vice President, Supply Chain & CPO

Primary Contract Manager

Attn:

Supply Chain

Attn:

Contracts Department

Fax:

(514) 855-8436

Fax:

(319) 295-5299

And

Fran §ois Ouellette

Vice President, Legal Services

Attn:

Legal Services

Fax:

(514) 855-7834

6.

Confidentiality. Each Party agrees that all confidential and proprietary
information exchanged in connection with the discussions and negotiation of this
MOA are particular to each Party and are to be considered as confidential
information, and shall not be disclosed, except to the extent necessary under
applicable law, stock listing requirements and/or financial institution needs
(provided any such financial institution is bound by an obligation of
confidentiality), to any other person (other than an employee of the Party153s
company who has a need to know and is bound by obligation of confidentiality),
firm or corporation, or be used by the receiving party for its own or any other
person153s or entity153s benefit except as provided herein, and shall be held and
used with the same degree of care to avoid disclosure as the receiving Party
would employ with respect to its own confidential or proprietary information.
Each Party further agrees that it shall not use any confidential or proprietary
information received by it for any purpose that may be adverse to any Party;
provided that each Party acknowledges that this MOA may be used by either Party
to enforce any of its rights against the other Party in order to enforce this
MOA. Should either Party determine that this MOA or any information regarding
the agreement need to be externally disclosed in public SEC 8-K or SEDAR filings
relating to the MOA, such Party shall notify the other Party at least two (2)
business days prior to the projected disclosure in order to share the intended
nature and details of such disclosure.

7.

Remedy. Any and all failures, delays, or forbearances of RCI in insisting
upon or enforcing at any time or times any of the terms and conditions of this
MOA, or to exercise any rights or remedies under this MOA, shall not be
construed as a waiver or relinquishment of any such terms and conditions, rights
or remedies in those or any other instances; rather, the same shall be and
remain in full force and effect. The waiver of any breach of any term,
provision, covenant or condition herein contained shall not be deemed to be a
waiver of any: a) subsequent breach of such term, provision, covenant or
condition; or b) other term, provision, covenant, or condition. The invalidity
in whole or in part of any term and condition contained herein shall not affect
the validity of any other term and condition. If any provision of this MOA is
found to be unenforceable, the unenforceable provision shall be modified to the
limited extent required to permit the enforcement of this MOA in a manner most
closely approximating the intention of the Parties as stated expressly in this
MOA. The rights and remedies provided RCI pursuant to this MOA shall be
cumulative and in addition to any other rights and remedies provided by law or
equity. In the event of default by Bombardier in the repayment of any of the
funds when due as herein provided, time being of the essence hereof, the entire
amount paid to Bombardier shall automatically and without notice, become
immediately due and payable and any unpaid balance shall thereupon accrue
interest at the rate of three (3) month LIBOR plus 250 BPS (basis points). RCI
agrees to provide to Bombardier a ten (10) calendar day cure period in the event
Bombardier fails to repay RCI in accordance with Section 2, Repayment. If
Bombardier has not repaid to RCI the full amount of the funds in accordance with
Section 2, “Repayment” of this MOA following such cure period, then RCI shall
have the immediate right, without notice, to file legal action in the Clerk of
Court for the United States District Court for the Northern District of Iowa,
Cedar Rapids Division, USA, and thereafter execute on the judgment entered by
said court. In the event of any legal action to enforce or recover under this
MOA, RCI shall be entitled to recover its reasonable attorney fees and court
costs.

8.

Governing Law. This MOA shall be construed and all disputes hereunder shall
be settled in accordance with the laws of the State of Iowa, USA, without resort
to or regard of Iowa153s conflict of laws provisions or standards. Resolution of
any dispute arising hereunder shall be reserved exclusively to the United States
District Court of the Northern District of Iowa, Cedar Rapids Division, USA, or,
should that court not have subject matter jurisdiction, any Iowa state court
(and the Parties hereby consent and submit to the jurisdiction of such courts).
Bombardier shall be liable for RCI153s reasonable attorney fees and court costs in
litigating indebtedness, jurisdiction or venue in any other court of law or
forum. Pending any decision, appeal or judgment in such proceeding or other
settlement of any dispute arising under this Agreement, there shall be no stay
on performance by Bombardier on this MOA or any other Agreement between
Bombardier and RCI.

9.

Authority to Execute. Each Party represents and warrants that its
representative(s) identified below have obtained all Bombardier corporate and/or
Board of Director approvals and have due delegation of authority to execute and
deliver this MOA, that the performance of this MOA has been duly authorized by
such Party and that this MOA constitutes a legal, valid, and binding obligation
of such Party. Each Party further represents and warrants that the execution,
delivery and performance of this MOA do not violate, conflict with or result in
a default under the organizational document of such Party, any law, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality or arbitration panel to which such Party or any of its
affiliates is subject or any indenture, agreement or other instrument to which
such Party or any of its affiliates is a party or by which any of their assets
or properties is bound or affected.

10.

Waivers. Bombardier waives any and all right to assert any legal or equitable
defense (except for its full performance hereunder), set-off, withholding,
counterclaim or crossclaim of any nature whatsoever as a basis to not repay some
or all of the $237 million plus interest, if applicable under the terms of this
MOA, in any action or proceeding brought by RCI to collect on the obligations of
Bombardier hereunder, or any portion thereof, or in any action or proceeding
brought by Bombardier to determine its obligations hereunder. Bombardier waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this MOA.

11.

Assignment. Neither Party shall be permitted to assign this MOA or any of its
rights or obligations hereunder without the other Parties153 prior written
consent, except that RCI shall be permitted to assign any of its rights under
this MOA to any of its affiliates without obtaining such consent.

12.

Jointly Drafted. This MOA was jointly drafted by the Parties. No rule of
strict construction shall be applied against either Party.

13.

Entire Agreement. This MOA contains the entire understanding of the Parties
as to its subject matter and shall not be modified, except by an instrument in
writing duly executed by the Parties hereto.

Bombardier Inc.

Rockwell Collins, Inc.

By:

/s/ Francois Thibault

By:

/s/ Patrick E. Allen

Name:

Fran §ois Thibault

Name:

Patrick E. Allen

Title:

Vice President, Finance

Title:

Chief Financial Officer

Date:

20 April 2011

Date:

20 April 2011