\n| <\/td>\n | \n 1.<\/p>\n<\/td>\n | \n Scope of Agreement. On April 20, 2011, RCI shall provide USD $237,000,000 to
\nBombardier to offset a shortfall in CoA advance payments (identified on Exhibit
\nA and referred to herein as Advance Payments) through the end of April 2011
\nwhich Bombardier is not expected to receive from Program customers based on CoA
\ndelays. Such funds to offset this Advance Payment shortfall shall be provided by
\nRCI to Bombardier on a non-secured, short-term, non-interest bearing or fee
\nbasis and are provided based on Bombardier153s agreement to repay any and all
\nfunds provided by RCI under this MOA in accordance with Section 2 of this MOA.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 2.<\/p>\n<\/td>\n | \n Repayment. RCI shall notify Bombardier when RCI has received the final
\nFederal Aviation Authority (FAA) Technical Standard Order (TSO) authorization
\n(TSOA) (by TSOA letter or minor change approval in accordance with FAA Order
\n8150.1B) pertaining to the avionics that RCI has supplied to Bombardier for the
\nProgram (excluding the TSOA for the IMAT-6000, but provided that the notice
\nshall also state that the TSO conformance statement for the IMAT-6000 has been
\nsubmitted to the FAA). Bombardier shall repay to RCI in cash (USD) the full
\namount of the funds provided to Bombardier by RCI pursuant to Section 1 sixty
\n(60) days after receipt of such notice from RCI. All payments to be made by
\nBombardier to RCI hereunder shall be made without deduction for any withholding,
\ncounterclaim, defense, recoupment or setoff whatsoever.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n Page 1 of 5<\/p>\n
\n\n\n\n| <\/td>\n | \n 3.<\/p>\n<\/td>\n | \n Term & Termination. The term of this MOA shall commence upon signature by
\nboth Parties, shall bind both Parties153 successors in interest, and shall
\nterminate only upon the repayment in full by Bombardier to RCI of the amounts
\nprovided under Section 1 as well as any outstanding obligations under Sections
\n2, 7 and 8.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 4.<\/p>\n<\/td>\n | \n Relationship of Parties. Each Party is an independent contractor and each
\nParty agrees to be responsible for its respective federal, state, provincial and
\nlocal taxes, withholding, insurance, and any other benefits. Except as provided
\nin Sections 7 and 9 herein, each Party shall bear their own costs and expenses
\nin connection with their respective responsibilities under this MOA. Nothing in
\nthis MOA shall grant to either Party the right to make commitments of any kind
\nfor, or on behalf of, the other Party without the prior written consent of the
\nother Party. Nothing herein shall grant any ownership right or license to use
\nany data disclosed hereunder, except for the purpose as stated herein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 5.<\/p>\n<\/td>\n | \n Notices. All notices and other communications required or authorized
\nhereunder shall be given in writing either by personal delivery, by means of a
\nbonded delivery service (such as FedEx or DHL), or by registered or certified
\nexpress mail addressed to the other Party as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n Bombardier<\/p>\n<\/td>\n | \n RCI<\/p>\n<\/td>\n<\/tr>\n | \n| \n Janice L. Davis<\/p>\n<\/td>\n | \n David C. Haerther<\/p>\n<\/td>\n<\/tr>\n | \n| \n Vice President, Supply Chain & CPO<\/p>\n<\/td>\n | \n Primary Contract Manager<\/p>\n<\/td>\n<\/tr>\n | \n| \n Attn:<\/p>\n<\/td>\n | \n Supply Chain<\/p>\n<\/td>\n | \n Attn:<\/p>\n<\/td>\n | \n Contracts Department<\/p>\n<\/td>\n<\/tr>\n | \n| \n Fax:<\/p>\n<\/td>\n | \n (514) 855-8436<\/p>\n<\/td>\n | \n Fax:<\/p>\n<\/td>\n | \n (319) 295-5299<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n And<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| \n Fran \u00a7ois Ouellette<\/p>\n<\/td>\n<\/tr>\n | \n| \n Vice President, Legal Services<\/p>\n<\/td>\n<\/tr>\n | \n| \n Attn:<\/p>\n<\/td>\n | \n Legal Services<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| \n Fax:<\/p>\n<\/td>\n | \n (514) 855-7834<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Page 2 of 5<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n 6.<\/p>\n<\/td>\n | \n Confidentiality. Each Party agrees that all confidential and proprietary
\ninformation exchanged in connection with the discussions and negotiation of this
\nMOA are particular to each Party and are to be considered as confidential
\ninformation, and shall not be disclosed, except to the extent necessary under
\napplicable law, stock listing requirements and\/or financial institution needs
\n(provided any such financial institution is bound by an obligation of
\nconfidentiality), to any other person (other than an employee of the Party153s
\ncompany who has a need to know and is bound by obligation of confidentiality),
\nfirm or corporation, or be used by the receiving party for its own or any other
\nperson153s or entity153s benefit except as provided herein, and shall be held and
\nused with the same degree of care to avoid disclosure as the receiving Party
\nwould employ with respect to its own confidential or proprietary information.
\nEach Party further agrees that it shall not use any confidential or proprietary
\ninformation received by it for any purpose that may be adverse to any Party;
\nprovided that each Party acknowledges that this MOA may be used by either Party
\nto enforce any of its rights against the other Party in order to enforce this
\nMOA. Should either Party determine that this MOA or any information regarding
\nthe agreement need to be externally disclosed in public SEC 8-K or SEDAR filings
\nrelating to the MOA, such Party shall notify the other Party at least two (2)
\nbusiness days prior to the projected disclosure in order to share the intended
\nnature and details of such disclosure.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 7.<\/p>\n<\/td>\n | \n Remedy. Any and all failures, delays, or forbearances of RCI in insisting
\nupon or enforcing at any time or times any of the terms and conditions of this
\nMOA, or to exercise any rights or remedies under this MOA, shall not be
\nconstrued as a waiver or relinquishment of any such terms and conditions, rights
\nor remedies in those or any other instances; rather, the same shall be and
\nremain in full force and effect. The waiver of any breach of any term,
\nprovision, covenant or condition herein contained shall not be deemed to be a
\nwaiver of any: a) subsequent breach of such term, provision, covenant or
\ncondition; or b) other term, provision, covenant, or condition. The invalidity
\nin whole or in part of any term and condition contained herein shall not affect
\nthe validity of any other term and condition. If any provision of this MOA is
\nfound to be unenforceable, the unenforceable provision shall be modified to the
\nlimited extent required to permit the enforcement of this MOA in a manner most
\nclosely approximating the intention of the Parties as stated expressly in this
\nMOA. The rights and remedies provided RCI pursuant to this MOA shall be
\ncumulative and in addition to any other rights and remedies provided by law or
\nequity. In the event of default by Bombardier in the repayment of any of the
\nfunds when due as herein provided, time being of the essence hereof, the entire
\namount paid to Bombardier shall automatically and without notice, become
\nimmediately due and payable and any unpaid balance shall thereupon accrue
\ninterest at the rate of three (3) month LIBOR plus 250 BPS (basis points). RCI
\nagrees to provide to Bombardier a ten (10) calendar day cure period in the event
\nBombardier fails to repay RCI in accordance with Section 2, Repayment. If
\nBombardier has not repaid to RCI the full amount of the funds in accordance with
\nSection 2, “Repayment” of this MOA following such cure period, then RCI shall
\nhave the immediate right, without notice, to file legal action in the Clerk of
\nCourt for the United States District Court for the Northern District of Iowa,
\nCedar Rapids Division, USA, and thereafter execute on the judgment entered by
\nsaid court. In the event of any legal action to enforce or recover under this
\nMOA, RCI shall be entitled to recover its reasonable attorney fees and court
\ncosts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Page 3 of 5<\/p>\n
\n\n\n\n| <\/td>\n | \n 8.<\/p>\n<\/td>\n | \n Governing Law. This MOA shall be construed and all disputes hereunder shall
\nbe settled in accordance with the laws of the State of Iowa, USA, without resort
\nto or regard of Iowa153s conflict of laws provisions or standards. Resolution of
\nany dispute arising hereunder shall be reserved exclusively to the United States
\nDistrict Court of the Northern District of Iowa, Cedar Rapids Division, USA, or,
\nshould that court not have subject matter jurisdiction, any Iowa state court
\n(and the Parties hereby consent and submit to the jurisdiction of such courts).
\nBombardier shall be liable for RCI153s reasonable attorney fees and court costs in
\nlitigating indebtedness, jurisdiction or venue in any other court of law or
\nforum. Pending any decision, appeal or judgment in such proceeding or other
\nsettlement of any dispute arising under this Agreement, there shall be no stay
\non performance by Bombardier on this MOA or any other Agreement between
\nBombardier and RCI.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 9.<\/p>\n<\/td>\n | \n Authority to Execute. Each Party represents and warrants that its
\nrepresentative(s) identified below have obtained all Bombardier corporate and\/or
\nBoard of Director approvals and have due delegation of authority to execute and
\ndeliver this MOA, that the performance of this MOA has been duly authorized by
\nsuch Party and that this MOA constitutes a legal, valid, and binding obligation
\nof such Party. Each Party further represents and warrants that the execution,
\ndelivery and performance of this MOA do not violate, conflict with or result in
\na default under the organizational document of such Party, any law, rule,
\nregulation, order, writ, injunction or decree of any court or governmental
\ninstrumentality or arbitration panel to which such Party or any of its
\naffiliates is subject or any indenture, agreement or other instrument to which
\nsuch Party or any of its affiliates is a party or by which any of their assets
\nor properties is bound or affected.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 10.<\/p>\n<\/td>\n | \n Waivers. Bombardier waives any and all right to assert any legal or equitable
\ndefense (except for its full performance hereunder), set-off, withholding,
\ncounterclaim or crossclaim of any nature whatsoever as a basis to not repay some
\nor all of the $237 million plus interest, if applicable under the terms of this
\nMOA, in any action or proceeding brought by RCI to collect on the obligations of
\nBombardier hereunder, or any portion thereof, or in any action or proceeding
\nbrought by Bombardier to determine its obligations hereunder. Bombardier waives
\npresentment, demand, notice, protest and all other demands and notices in
\nconnection with the delivery, acceptance, performance, default or enforcement of
\nthis MOA.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n Page 4 of 5<\/p>\n
\n<\/p>\n \n\n\n| <\/td>\n | \n 11.<\/p>\n<\/td>\n | \n Assignment. Neither Party shall be permitted to assign this MOA or any of its
\nrights or obligations hereunder without the other Parties153 prior written
\nconsent, except that RCI shall be permitted to assign any of its rights under
\nthis MOA to any of its affiliates without obtaining such consent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 12.<\/p>\n<\/td>\n | \n Jointly Drafted. This MOA was jointly drafted by the Parties. No rule of
\nstrict construction shall be applied against either Party.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n \n\n\n| <\/td>\n | \n 13.<\/p>\n<\/td>\n | \n Entire Agreement. This MOA contains the entire understanding of the Parties
\nas to its subject matter and shall not be modified, except by an instrument in
\nwriting duly executed by the Parties hereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n IN WITNESS WHEREOF, the Parties hereto have caused this MOA to be properly
\nexecuted in duplicate by their duly authorized officers, principals, partners or
\ndesignees on the date set forth below their names.<\/p>\n \n\n\n| \n Bombardier Inc.<\/p>\n<\/td>\n | <\/td>\n | \n Rockwell Collins, Inc.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Francois Thibault<\/p>\n<\/td>\n | <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ Patrick E. Allen<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Name:<\/p>\n<\/td>\n | \n Fran \u00a7ois Thibault<\/p>\n<\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Patrick E. Allen<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Title:<\/p>\n<\/td>\n | \n Vice President, Finance<\/p>\n<\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Date:<\/p>\n<\/td>\n | \n 20 April 2011<\/p>\n<\/td>\n | <\/td>\n | \n Date:<\/p>\n<\/td>\n | \n 20 April 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n <\/p>\n Page 5 of 5<\/p>\n
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