Amendment 48 to Special Business Provisions (SBP) MS ###-###-#### by and between Spirit AeroSystems, Inc. and The Boeing Company

EX-10.2 3 spr_20220929-ex102.htm EX-10.2 Document

Exhibit 10.2
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITITVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN BRACKETS [*****].

AMENDMENT 50

TO

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

BETWEEN

THE BOEING COMPANY

AND

SPIRIT AEROSYSTEMS, INC.


This Amendment 50 (“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 49, entered into on March 14, 2022.

C.The Parties wish to modify the 777X Labor Rates Table (set forth in SBP Attachment 29, Section 5.3.1), 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.






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Amendment No.50                        Spirit Aerosystems Inc.
PD No. PP-65AC1-114009
        


AGREEMENTS

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 NumberDescriptionEffective
Date		Approval
1Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update Attachments 1, 2, 4, 14 and 16.2/23/2006H. McCormick
R. Stone
2Incorporate 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 20.4/11/2007H. McCormick
J. Edwards
3Incorporate CCNs as listed in Amendment 3, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16 and 22.11/28/2007H. McCormick
J. Edwards
4Incorporate CCNs as listed in Amendment 4, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328.7/8/2008S. Hu
W. Wallace
5Incorporate 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 20.6/22/2009S. Hu
R. Stone
6Incorporate 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
7Incorporate 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
8Incorporate 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 16.8/16/2013C. Howell
M. Milan
9Incorporate Attachment 25 - 737 Max Titanium Inner Wall Agreement.9/4/2014E. Flagel
M. Milan
10Incorporate Attachment 26-737 Derailment.9/2/2014B. Folden
R. Ast
11Incorporate 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 15.3/10/2015C. Howell
R. Ast
12Delete and replace Attachment 25, Section 3.0.4/9/2015K. Drawsky
R. Ast
13Incorporate CCNs as listed in Amendment 13, Attachment A. Updates to Attachments 1, 2, 7, 9, 14, and 16.1/4/2016L. Taylor
K. Leyba
14Incorporate Attachment 25, Addendum 1.4/21/2015D. Blaylock
R. Grant
15NULLNULLNULL
16NULLNULLNULL
17Incorporate Attachment 29, 777X Non-Recurring Agreement.12/23/2015A. Lucker
E. Bauer
18NULLNULLNULL
19NULLNULLNULL
20737 MAX Inner Wall.12/17/2015S. Garcia-Deleone
J.Reed
21Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.5/9/2016D. Blaylock
R. Grant
22737 MAX Composite Inner Wall Line Movement.11/2/2016D. Blaylock
E. Bossler
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Amendment No.50                        Spirit Aerosystems Inc.
PD No. PP-65AC1-114009
        

23737 MAX 9 INITIAL and CIW Line [*****] Tooling Incentive Agreement.12/16/2016D. Blaylock
E. Bossler
24Incorporate CCNs as listed in Amendment 23, Attachment A. Updates to Attachments 1, 2, 7, 9, and 14.12/20/2016L. Taylor
K. Leyba
25Revisions to Attachment 27, 737 MAX Non-Recurring.3/16/2017D. Blaylock
E. Bossler
26Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.3/23/2017D. Blaylock
E. Bossler
27Incorporate Attachment 30, “737 NG / MAX Vapor Barrier Agreement”, Updates to Attachment 1 and 9.3/31/2017B. Edwards
K. Clark
28Revisions to Attachment 29, 777X NRE Agreement.6/22/2017K. O'Connell
C. Green
29Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.7/20/2017D. Blaylock
E. Bossler
30Delete 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.		9/22/2017B. Edwards
W. Wilson
31Revisions to Attachment 27, 737-8 Rate Tooling Incentive Agreement.10/18/2017D. Blaylock
E. Bossler
32Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.11/15/2017D. Blaylock
E. Bossler
33Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.11/30/2017D. Blaylock
E. Bossler
34Revisions to Attachment 27, 737-10 Non-Recurring Non-Tooling.2/23/2018D. Blaylock
E. Bossler
35Revisions to Attachment 27, 737-9 Rate Tooling [*****].4/18/2018D. Blaylock
E. Bossler
36Revisions to Attachment 27, 737-10 Wing NRE.6/20/2018D. Blaylock
E. Bossler
37Incorporation 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.		8/17/2018H. Langowski R. Grant
38Revision to Attachment 27, 737 MAX BBJ8, BBJ7, and 737-10 SOW.11/1/2018T. Willis
E. Bossler
394.1.1 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.		11/2/2018K. Shipley
E. Bossler
40SBP 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		1/30/2019T. McGuigan
E. Bossler
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Amendment No.50                        Spirit Aerosystems Inc.
PD No. PP-65AC1-114009
        

41Revisions to Attachment 29, 777-9 Rate Tooling.3/27/2019R. Velau
D. Currie
42ReservedTBDTBD
TBD
43Revisions to Attachment 1 Product Pricing.5/22/2019K. Doolin
R. Grant
44Section 12.13.2 is deleted and replaced in its entirety.7/19/2019B. Nix
E. Bossler
45Delete and Replace:
-Section 3.8.b
-Attachment 1, Exhibits D.1 and E.2		10/10/2019K. Doolin
R. Grant
46Section 24.0 deleted and replaced.
Section 24.1 incorporated.		10/3/2019K. Doolin
E. Bossler
47SPB 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.		5/5/2020A. Klotz
L. Hampton
48SBP 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.		1/18/2021L. 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
50Attachment 29, Section 5.3.1 is deleted and replaced in its entirety.9/16/2022J. Owings
K. Snyder
”

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Amendment No.50                        Spirit Aerosystems Inc.
PD No. PP-65AC1-114009
        


2.SBP Attachment 29, Section 5.3.1, is deleted and replaced in its entirety with the following:

“5.3.1    Seller shall invoice for and Boeing shall reimburse to Seller, on a [*****] basis, an amount calculated by multiplying the rate as defined below (the billing rate) by the number of actual validated labor hours (“Spirit labor hours”) expended for Non-Recurring Non-Tooling and Non-Recurring Tooling work. Rates below do not include G&A of [*****]%. Seller will add the agreed to [*****]% G&A to the rates below for invoicing and payment.

Process CodeRate Type201520162017201820192020202120222023
DefineEngineering Billing Rate[*****][*****][*****][*****][*****][*****][*****][*****][*****]
DefineEngineering Cap[*****][*****][*****][*****][*****][*****][*****][*****][*****]
BuildProj./Proc. ME[*****][*****][*****][*****][*****][*****][*****][*****][*****]
BuildNC[*****][*****][*****][*****][*****][*****][*****][*****][*****]
BuildQA[*****][*****][*****][*****][*****][*****][*****][*****][*****]
BuildIPT[*****][*****][*****][*****][*****][*****][*****][*****][*****]
BuildOther Eng[*****][*****][*****][*****][*****][*****][*****][*****][*****]
DefineTool Design[*****][*****][*****][*****][*****][*****][*****][*****][*****]
BuildTool Fab.[*****][*****][*****][*****][*****][*****][*****][*****][*****]
Rate Categories
Payment ElementsProposal Elements
Design EngEngineering
Stress EngEngineering
System EngEngineering
Project MEProj./Proc. ME
Process MEProj./Proc. ME
IPTIPT
QAQA
Test LabOther Engineering
Test Comp Fab LaborOther Engineering
MR&DOther Engineering
Tool Design/IPTTool Design
Tool FabTool Fab.
”

3.Miscellaneous.

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

3.2.This Amendment constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof and cancels and supersedes all previous agreements between the Parties relating thereto, whether written or oral.





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Amendment No.50                        Spirit Aerosystems Inc.
PD No. PP-65AC1-114009
        

4.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
SignatureSignature

Joshua Owings

Kimberly Snyder
Printed namePrinted name

Procurement Agent

Contract Specialist
TitleTitle

9/16/2022

September 16, 2022
DateDate

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Amendment No.50                        Spirit Aerosystems Inc.
PD No. PP-65AC1-114009