Amendment 51 to Special Business Provisions (SBP) BCA-MS ###-###-####, dated January 4, 2023, by and between Spirit AeroSystems, Inc. and The Boeing Company

EX-10.1 2 spr_20230330-ex101.htm EX-10.1 Document

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN BRACKETS [*****].

AMENDMENT 51

TO

SPECIAL BUSINESS PROVISIONS (SBP) MS ###-###-####

BETWEEN

THE BOEING COMPANY

AND

SPIRIT AEROSYSTEMS, INC.


This Amendment 51 (“Amendment”) to Special Business Provisions MS ###-###-#### is entered into as of the date of the last signature below (“Effective Date”), between The Boeing Company, a Delaware Corporation (“Boeing”), and Spirit AeroSystems, Inc., a Delaware Corporation with its principal office in Wichita, Kansas (“Seller”). Boeing and Seller sometimes are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A.The Parties entered into Special Business Provisions MS ###-###-####, dated June 16, 2005, (the “SBP”) and the General Terms Agreement BCA ###-###-####, dated June 17, 2005, (the “GTA”), and including any amendments to the SBP and GTA (collectively the “Agreement”).

B.The most recent amendment to the SBP is Amendment 50, entered into on September 16, 2022.

C.The Parties wish to modify: (i) the 777 Discount for 777 300ER, 200LR, and 200F Aircraft; and (ii) the 747/767/777 constraint matrix (set forth in SBP Attachment 1, Section 7.b, and SBP Attachment 15, respectively), as specified herein.

D.The Parties wish to memorialize their agreement on this matter in this Amendment to the SBP, in accordance with the terms set forth below.




1


AGREEMENT

NOW THEREFORE, the Parties agree as follows:

1.The list of “AMENDMENTS” within the SBP is hereby deleted and replaced in its entirety as follows:

“AMENDMENTS
Amendment Number
Description
Effective Date
Approval
1
Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update Attachments 1, 2, 4, 14 and 16.
2/23/2006
H. McCormick
R. Stone
2
Incorporate CCNs as listed in Amendment 2 Attachment A, includes addition of new section 12.19, modification to sections 3.4.9, 12.16 and 32.0. Updates to Attachments 1, 2, 6, 7, 15, 16, 19 and 20.
4/11/2007
H. McCormick
J. Edwards
3
Incorporate CCNs as listed in Amendment 3, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16 and 22.
11/28/2007
H. McCormick
J. Edwards
4
Incorporate CCNs as listed in Amendment 4, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328.
7/8/2008
S. Hu
W. Wallace
5
Incorporate CCNs as listed in Amendment 5, Attachment A, includes addition of new section 12.3.1.1 Updates to Attachments 1, 2, 7, 14, 15, 16 and 20.
6/22/2009
S. Hu
R. Stone
6
Incorporate CCNs as listed in Amendment 6, Attachment A. Updates to Attachments 1, 2, 4, 7, 9, 10, 14 and 16. Incorporate Attachment 9 per CCN 2385.
11/23/2010
S. Hu
M. Milan
7
Incorporate CCNs as listed in Amendment 7, Attachment A, includes addition of new section 12.13.3.1. Updates to Attachments 1, 2, 4, 7, 9, 14 and 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA.
7/28/2011
S. Hu
M. Milan
8
Incorporate CCNs as listed in Amendment 8, Attachment A, includes revisions to section 7.9 and 12.13.1.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 15 and 16.
8/16/2013
C. Howell
M. Milan
9
Incorporate Attachment 25 - 737 Max Titanium Inner Wall Agreement.
9/4/2014
E. Flagel
M. Milan
10
Incorporate Attachment 26-737 Derailment.
9/2/2014
B. Folden
R. Ast
11
Incorporate Attachment 27 -737-MAX Non-Recurring Agreement, and Attachment 28 737/747/767/777 Pricing Agreement. Updates Section 4.1, Attachment 4, Section B.1, Attachments 9 and 15
3/10/2015
C. Howell
R. Ast
12
Delete and replace Attachment 25, Section 3.0.
4/9/2015
K. Drawsky
R. Ast
13
Incorporate CCNs as listed in Amendment 13, Attachment A. Updates to Attachments 1, 2, 7, 9, 14, and 16.
1/4/2016
L. Taylor
K. Leyba
14
Incorporate Attachment 25, Addendum 1.
4/21/2015
D. Blaylock
R. Grant
15
NULL
NULL
NULL
16
NULL
NULL
NULL
17
Incorporate Attachment 29, 777X Non-Recurring Agreement.
12/23/2015
A. Lucker
E. Bauer
18
NULL
NULL
NULL
19
NULL
NULL
NULL
20
737 MAX Inner Wall.
12/17/2015
S. Garcia-Deleone J.Reed
21
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
5/9/2016
D. Blaylock
R. Grant
22
737 MAX Composite Inner Wall Line Movement.
11/2/2016
D. Blaylock
E. Bossler
2


23
737 MAX 9 INITIAL and CIW Line [*****] Tooling Incentive Agreement.
12/16/2016
D. Blaylock
E. Bossler
24
Incorporate CCNs as listed in Amendment 23, Attachment A. Updates to Attachments 1, 2, 7, 9, and 14.
12/20/2016
L. Taylor
K. Leyba
25
Revisions to Attachment 27, 737 MAX Non-Recurring.
3/16/2017
D. Blaylock
E. Bossler
26
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
3/23/2017
D. Blaylock
E. Bossler
27
Incorporate Attachment 30, “737 NG / MAX Vapor Barrier Agreement”, Updates to Attachment 1 and 9.
3/31/2017
B. Edwards
K. Clark
28
Revisions to Attachment 29, 777X NRE Agreement.
6/22/2017
K. O'Connell
C. Green
29
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
7/20/2017
D. Blaylock
E. Bossler
30
Delete and Replace SBP Sections 4.1, 4.1.1, 5.1.1, 5.2.1, 7.2, 8.0, 12.11, and 12.13.1.1 and SBP Attachments 1, 1B, 10 Section A10.2.10, 15, 16, 22, 27, and 29.
Delete and Reserve SBP Attachments 1C, 20, and 28. Incorporate SBP Attachment 1D and 31.
9/22/2017
B. Edwards
W. Wilson
31
Revisions to Attachment 27, 737-8 Rate Tooling Incentive Agreement.
10/18/2017
D. Blaylock
E. Bossler
32
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
11/15/2017
D. Blaylock
E. Bossler
33
Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.
11/30/2017
D. Blaylock
E. Bossler
34
Revisions to Attachment 27, 737-10 Non-Recurring Non-Tooling.
2/23/2018
D. Blaylock
E. Bossler
35
Revisions to Attachment 27, 737-9 Rate Tooling [*****].
4/18/2018
D. Blaylock
E. Bossler
36
Revisions to Attachment 27, 737-10 Wing NRE
6/20/2018
D. Blaylock
E. Bossler
37
Incorporation of new Sections: 3.3.4.10 767 One Piece SOW Tooling, 3.3.7 767 One Piece SOW Non-Recurring Pricing, 3.4.2.2 Delivery Point and Schedule for 767 One Piece SOW and 3.8 767 One Piece Statement of Work Special Provisions. Updates to Sections 7.1, Attachment 1 and 9.
8/17/2018
H. Langowski
R. Grant
38
Revision to Attachment 27, 737 MAX BBJ8, BBJ7, and 737-10 SOW.
11/1/2018
T. Willis
E. Bossler
39
4.1.1 is altered. A new section 4.7 is added. Attachment 1 (excluding the Exhibits) is deleted and replaced in its entirety. A new Attachment 32 “737 Value Engineering Cost Sharing” is added. Attachment 1 Exhibits B, B.1, B.2, C, C.1, C.2, D, D.1, D.2, E.1, E.2, F, F.1, and F.2 are deleted and replaced in their entirety. A new Attachment 1 Exhibit C.3 is added. Attachment 1B is deleted in its entirety.
11/2/2018
K. Shipley
E. Bossler
40
SBP Section 4.7 is deleted and replaced in its entirety.
SBP Section 7.2 is deleted and replaced in its entirety.
A new SBP Section 7.5.3 is added.
SBP Attachment 1 (including Exhibits B, B.1, B,2. D, D.1, D.2, F, F.1, F.2, and G) is deleted and replaced in its entirety.
SBP Attachment 1B is added and marked “Reserved”.
SBP Attachment 15 is deleted and replaced in its entirety.
SBP Attachment 16 (including its Exhibit) is deleted and replaced in its entirety.
SBP Attachment 31 is deleted, replaced in its entirety, and marked “Reserved”.
SBP Attachment 32 (including its Exhibit A) is deleted and replaced in its entirety.

All of the above is accordance with the agreements as set forth in the Collective Resolution 2.0 Memorandum of Agreement (the “CR 2.0 MOA”), dated December 21, 2018 Concurrently with the CR 2.0 MOA, the Parties also executed that certain Settlement and Release Agreement, dated December 21, 2018, pertaining to the release and settlement of warranty and various other claims
1/30/2019
T. McGuigan
E. Bossler
3


41
Revisions to Attachment 29, 777-9 Rate Tooling.
3/27/2019
R. Velau
D. Currie
42
Reserved
TBD
TBD
TBD
43
Revisions to Attachment 1 Product Pricing.
5/22/2019
K. Doolin
R. Grant
44
Section 12.13.2 is deleted and replaced in its entirety.
7/19/2019
B. Nix
E. Bossler
45
Delete and Replace:
-Section 3.8.b
-Attachment 1, Exhibits D.1 and E.2
10/10/2019
K. Doolin
R. Grant
46
Section 24.0 deleted and replaced.
Section 24.1 incorporated.
10/3/2019
K. Doolin
E. Bossler
47
SPB Attachment 1 Section 7.b) is deleted and replaced in its entirety.
SBP Attachment 1 Section 8.c) is deleted and replaced in its entirety.
5/5/2020
A. Klotz
L. Hampton
48
SBP Sections 5.2 and 5.2.1 are deleted and replaced in their entirety.
Attachment 1, Sections 1.b, 1.c, 2.a.i, 2.b, 3, 2.c, and 7.a.ii, paragraph 1 are deleted and replaced in their entireties.
Table 2 in Attachment 1, Sections 2.a, is deleted and replaced in its entirety.
Attachment 1, Sections 2.a.vi, 2.a.vii, and 2.a.viii are deleted in their entireties.
Attachment 2 is updated to included CCNs 12888, 12504R2, and 12568.
Attachment 16, Sections b and c are deleted and replaced in their entireties.
Attachment 23, Section XVIII.A., is deleted and replaced in its entirety.
Attachment 29, Section 5.2.2 is deleted and replaced in its entirety.
Attachment 29, Section 10.1.1 is deleted in its entirety.
Attachment 29, Exhibit A is deleted and replaced in its entirety.
1/18/2021
L. Doyle
E. Bossler
49
SBP Section 12.13.1.1 is deleted and replaced in its entirety.
SBP Attachment 16 is deleted and replaced in its entirety.
3/11/2022
J. Palmer
L. Hampton
50
Attachment 29, Section 5.3.1 is deleted and replaced in its entirety.
9/16/2022
J. Owings
K. Snyder
51
Attachment 1, Section 7.b is deleted and replaced in its entirety.
Revisions to Attachment 15, 777 Constraint Matrix.
1/4/2023
J. Owings
K. Snyder

2.SBP Attachment 1, Section 7.b is deleted and replaced in its entirety with the following:

b) 777 Discount for 777 300ER, 200LR, and 200F Aircraft

To assist Boeing in its marketing and sales opportunities for units unsold as of [*****], Seller agreed to provide a discount of [*****] on each of Boeing’s unsold 777 300ER, 200LR, and 200F aircraft to be built and delivered by Seller to Boeing with the aggregate discount not to exceed [*****]. The Parties agree Boeing will be paid the full discount value of [*****], of which Seller has already paid to Boeing [*****] as of [*****]. The remaining unpaid balance due to Boeing is [*****] and will be paid by [*****]. For the purpose of administrative convenience, the discounts shall be paid by Seller in increments as defined below:

• $[*****] to be paid on or about [*****]
• $[*****] to be paid on or about [*****]
• $[*****] to be paid on or about [*****]
• $[*****] to be paid on or about [*****]
• $[*****] to be paid on or about [*****]
4


• $[*****] to be paid on or about [*****]
• $[*****] to be paid on or about [*****]
• $[*****] to be paid on or about [*****]”

3.SBP Attachment 15 “Maximum Production Rate and Model Mix Constraint Matrix” for 747, 767 and 777 is deleted and replaced in its entirety with the following:

747, 767 & 777 CONSTRAINT MATRIX
Models
Monthly
Wichita
Mix
Structures
Engine - Protection Rates
747
[*****] Units
[*****] Units
[*****]
Units Separation
Skin Polish
[*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
767
[*****] Units
[*****] Units
MIX
Units Separation
Skin Polish
[*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****]
777
[*****] Units
[*****] Units
MIX
Units Separation
Skin Polish
[*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
[*****][*****][*****][*****][*****][*****][*****][*****][*****][*****][*****]
LEGEND
[*****]
[*****]
[*****]
[*****]
[*****]

4.Miscellaneous.

4.1. All other provisions of the SBP remain unchanged and in full force and effect.

4.2. This Amendment constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof and cancels and
5


supersedes all previous agreements between the Parties relating thereto, whether written or oral.

5.Governing Law.

This Amendment shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws.


EXECUTED in duplicate as of the last date set forth below by the duly authorized representatives of the Parties.








THE BOEING COMPANY SPIRIT AEROSYSTEMS INC.
/s/ Joshua Owings
/s/ Kimberly Snyder
Signature
Signature

Joshua Owings
Kimberly Snyder
Printed name
Printed name

Procurement Agent
Contract Specialist
Title
Title
1/4/2023
January 4, 2023
Date
Date

6