Amendment 40, dated December 19, 2024, to Special Business Provisions BCA-MS ###-###-####, dated June 16, 2005, between The Boeing Company and Spirit AeroSystems, Inc

THIS AMENDMENT 40 (“Amendment”) to Special Business Provisions BCA-MS ###-###-####, dated June 16, 2005, is entered into as of the last date executed below by and between Spirit AeroSystems, Inc., a Delaware corporation (“Spirit”), and The Boeing Company, a Delaware corporation (“Boeing”). Hereinafter, Seller and Boeing may be referred to jointly as “Parties” hereto.

A.The Parties entered into Special Business Provisions BCA-MS ###-###-#### (“SBP”) and General Terms Agreement GTA BCA ###-###-#### (“GTA”) on June 16, 2005 (together, the “Agreement”).

B.The most recent amendment to the SBP is Amendment 39, dated December 21, 2023.

C.All capitalized terms used but not defined in this Amendment have the same meaning as in the Agreement.

D.The Parties wish to amend the SBP as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1.Agreement.

1.1.The list of AMENDMENTS of the Agreement is hereby deleted in its entirety and replaced as follows:

1.2.The SBP is amended to add SBP Section 12.8.9 “Boeing Supply Chain Strategy,” and subsection 12.8.9.1 “Price Adjustment Methodology,” attached hereto as Exhibit A.

2.Miscellaneous.

2.1.All other provisions of the Agreement remain unchanged and in full force and effect.

2.2.This Amendment cancels and supersedes all previous agreements between the Parties relating to the content of this Amendment, whether written or oral.

2.3.Boeing may periodically consolidate this Amendment and all previous amendments into the Agreement for administrative purposes.

3.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.

4.Confidentiality.

This Amendment contains Proprietary Information pursuant to the Agreement.

EXECUTED as of the date and year last set forth below by the duly authorized representatives of the Parties.

The Parties entered into master framework agreement AA-65C00-7492 (“Framework Agreement”), Boeing Raw Materials Strategy Terms of Sale Agreement 3PLPA-65C00-7486 (“BRMSTSA”), and Boeing Aggregated Standards Network Participation Agreement SPA-65BB3-208 (“BASN Participation Agreement”) regarding the supply, by Boeing to Spirit, of certain parts, materials and standards as applicable (collectively the “Aggregation Agreements”). This Section 12.8.9 and subsections thereto address the Aggregation Agreements between Boeing as a seller and Spirit as a buyer, wherein Spirit incorporates the supply by Boeing (as seller) necessary for Spirit’s delivery of Product to Boeing (as buyer). Under the Aggregation Agreements, Boeing may act through its service provider (“Boeing’s Service Provider”).

At execution of the applicable Aggregation Agreement by the Parties, the prices for the parts, materials, and standards existing in the applicable Aggregation Agreement (“Aggregated Items”) shall be the base prices (“Base Prices”).

In the event Base Prices increase or decrease during the term of this SBP (as compared to the Base Prices as of the date of execution of the applicable Aggregation Agreement), the Product price will increase or decrease as applicable on a [****] basis related to the Base Prices’ increase or decrease. The increased or decreased Base Prices shall be treated as new Base Prices, with each subsequent increase or decrease to be treated as subsequent new Base Prices. For each increase or decrease in Base Price (whether to original or a new Base Price), Product price will increase or decrease as applicable on a [****] basis related to the increase or decrease to the Base Price. For example, if the Base Price is $[****] and it increases to $[****], Product price will be increased by $[****] and the new Base Price will be $[****]. If the new Base Price increases from $[****] to $[****], Product price will then be increased by $[****] and the new Base Price will be $[****]. Any such changes to Base Prices will be the maximum values used to calculate any equitable adjustment pursuant to Section 6 (Changes) and Section 7 (Change Provisions) in the SBP to reflect the impact of price changes for the Aggregated Items.

In the event parts, materials, or standards are added to the Aggregation Agreements after their execution and for which Spirit does not have a requirement for use at the date of execution, a Base Price will be created by Boeing for each such item and added to the applicable Aggregation Agreement, and a [****] increase or decrease to the Product price will be applied. Thereafter, the methodology for price adjustment described in the second paragraph of this subsection 12.8.9.1 shall be applied.

In the event standards are added to the BASN Participation Agreement after its execution and for which Spirit has a requirement for use at the date of the standard’s addition to the BASN Participation Agreement, a Base Price will be created by Boeing for each such item and added to the BASN Participation Agreement. For each Base Price increase or decrease thereafter, the methodology for price adjustment described in the second paragraph of this subsection 12.8.9.1 shall be applied.