Amendment 32 to B787 Special Business Provisions (CBP) BCA-MS ###-###-####, between the Boeing Company and Spirit AeroSystems, Inc., dated as of April 15, 2020

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the value, receipt, and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

The Boeing Company                 Spirit AeroSystems Inc.

Acting by and through its division

Boeing Commercial Airplanes

By:     /s/Helena Langowski            By:    /s/Ryan Grant    

Name:    Helena Langowski                Name:    Ryan Grant    

Title:     Contracts Procurement Agent        Title:    Sr. Contract Specialist I    

SBP BCA-MS ###-###-####, Amendment No. 32 Exhibit 1

SBP BCA-MS ###-###-####, Amendment No. 32 Exhibit 2

Material, including but not limited to raw material, standards, detail components, systems components and major assemblies, furnished to Spirit by Boeing (“Boeing Furnished Material”) shall be administered in accordance with and subject to the provisions of SBP Attachment 20 “Bonded Stores Requirements”.

Spirit and Boeing shall cooperate in the development of processes for the efficient management of Boeing Furnished Material. Spirit shall provide notice to Boeing and to the sources of Boeing Furnished Material of the required on-dock dates for all such material. Boeing and Spirit shall work together to establish reasonable lead times to permit Spirit to provide such sources with sufficient time to provide the material. Spirit and Boeing shall work together in good faith to implement a scheduling and ordering method that aligns Boeing Furnished Material delivery with the planned day of consumption as reflected in Spirit’s and its sub-tiers’ internal master schedules. Furthermore, Spirit and Boeing shall work together to establish a mutually agreeable supply chain extract from Spirit’s SAP (or equivalent) system for Boeing Furnished Material data. Spirit shall notify Boeing, as necessary, in the event of schedule conflicts between Spirit and Boeing sources of Boeing Furnished Material. All Boeing Furnished Material shall be provided to Spirit FOB [Spirit designated facility]

Boeing may at any time identify products or services, to be incorporated into the Products that Spirit may procure from Boeing (or its designated service providers who will act on behalf of Boeing).

Boeing may at any time identify products or services, to be incorporated into the Products, for which Boeing has established a contract that allows Spirit to purchase directly from Boeing’s subcontractor under the terms of Boeing’s subcontract (“Third Party Price Contract”). Pricing for products under a Third Party Price Contract is only available for Products to be delivered under this SBP. Notwithstanding the foregoing, Spirit is free to negotiate and enter into contracts with any such subcontractor or any other Person.

From time to time, Boeing may require Spirit to act as Boeing’s agent with respect to certain contracts Boeing has with other suppliers. Details of this agency agreement shall be defined and documented as necessary and mutually agreed.

If required by the agency agreement, Boeing shall reimburse Spirit for the Boeing subcontracted price of such products. Boeing shall make no additional payment to Spirit for acting as Boeing’s agent.

Boeing may at any time identify raw materials and finished parts, used in the manufacture of the Products, for which Boeing has subcontracted with other suppliers. Boeing may at any time request Spirit’s consent to assign or novate to Spirit all or part of Boeing’s subcontracts with such suppliers or designate Spirit as Boeing’s agent. Spirit may, in its sole discretion, accept any such assignment, novation or agency when requested by Boeing on such terms as the Parties may agree.

The Parties hereby agree to transfer procurement responsibility for certain Partner Managed Inventory (“PMI”) parts from Boeing to Spirit as set forth in SBP Attachment 31 “Partner Managed Inventory De-Implementation”.

12.8.7    787 In-House Composite Tape Slitting

Boeing will qualify Spirit for 787 in-house tape slitting for composite material used on Products listed in Attachment 1 subject to the following conditions:

A. Spirit will be qualified for composite tape slitting in accordance with Boeing Specification Support Standards [*****] and [*****] and will be listed in the Qualified Parts List (QPL). Boeing will limit the qualification use to 787 Section 41 statement of work. Any other use of the qualification will need prior Boeing approval.

B. Boeing will allocate internal Boeing Research & Technology (BR&T) resources for up to [*****] in support of Spirit’s qualification. Any activity beyond this [*****] will be the responsibility of Spirit. Prior to exceeding [*****], Boeing will notify Spirit and collectively work to a mutually agreed-to plan, including schedule and compensation, for any [*****] exceeding the [*****] baseline.

C. Boeing will assist with the new [*****] material qualification with [*****]. Spirit will be responsible for any [*****] master roll to parent roll qualification expenses incurred by Spirit.

D. Spirit will be responsible for any of Spirit’s lost capital investment if qualification is not achieved.

E. Spirit will be responsible for direct coordination with [*****] on [*****] material pricing for materials purchased by Spirit.

Boeing, Spirit, and [*****] will work together to test and implement a new, [*****] to be designated either [*****] or [*****]. This [*****] will be applied [*****] as a replacement for the currently used [*****] and subsequently applied [*****]. Spirit shall not use these [*****] or [*****] that Boeing qualifies for any purpose other than performing its contracts with Boeing. This is a cost reduction activity under section 7.5.1 Total Cost Management of the SBP.