Amendment 37 to Special Business Provisions MS ###-###-####, between the Boeing Company and Spirit AeroSystems, Inc., dated as of August 17, 2018

This Amendment (“Amendment”) to Special Business Provisions MS ###-###-#### is entered into as of the date of last signature below between The Boeing Company, a Delaware Corporation ("Boeing"), and SPIRIT AEROSYSTEMS, INC, Wichita, Kansas (“Seller”). Boeing and Seller sometimes are referred to herein individually as a “Party” and collectively as the “Parties.”

Now, therefore, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

3.3.4.10    767 One Piece SOW Tooling

3.4.2.2    Delivery Point and Schedule for 767 One Piece SOW

3.3.4.10    767 One Piece SOW Tooling

Seller will provide yearly 767 One Piece SOW Tooling Certified Tool Lists, for tools completed in 2018 and 2019, no later than December 31^st of each respective year. The above payments are not contingent upon CTL submittals by Seller for approval by Boeing.

Boeing will provide a LCF transportation tooling fixture and all required certificates.

Seller will follow existing approval processes for CAT 1 and CAT 2 767 One Piece SOW Tooling.

The 767 One Piece SOW is for the integration of Section 41 defined per drawing [*****] as modified by PRR [*****] - S 41 Integration, PRR [*****] - Side Panels & ARRP, PRR [*****] - Lower Lobe, PRR [*****] - Cab, and End Item Verification Plan [*****] (the “767 One Piece SOW.”)

Boeing will pay Seller a total amount of $[*****] for the 767 One Piece SOW Nonrecurring Work as follows:

i. $[*****] that was paid in two installments of $[*****] in [*****] and $[*****] in [*****].

ii. A Purchase Order for $[*****] will be released by Boeing on or before [*****], upon signature of Contract Change Notice (“CCN”) 11572;

3.4.2.2    Delivery Point and Schedule for 767 One Piece SOW

The 767 One Piece SOW FOB point and title transfer of the End Item from Seller to Boeing shall occur upon loading of the End Item onto the Shipping Mechanical Equipment (“SME”) prior to the End Item being moved out of the Seller’s integration facility by Boeing or its contracted transportation company, provided that there are no ITAR and/or non-US person restrictions. If there are restrictions that do not allow for title transfer inside Seller’s 767 integration facility, then Boeing and Seller will develop a mutually agreed plan for transportation and title transfer, which may result in Seller asserting for an equitable adjustment to schedule or price or both.    

Boeing will provide an empty SME at least two (2) manufacturing days prior to the then-current 767 master schedule FOB date.

Boeing will amend the Large Cargo Freighter (LCF) Shipping Documents (as specified in a-j below) by the end of [*****]. The LCF is defined as a modified 747 that is used to transport the 767 One Piece SOW. Seller shall be able to assert for any Change to said documents; no SBP change thresholds shall apply. The Documents to be updated are:

a. [*****] Cargo Control - 747-400 Large Cargo Freighter

b. [*****] Packaging Materials and Processes

c. [*****] Allowable Cargo - 747-400 Large Cargo Freighter

d. [*****] LCF Transportation Integration Process

e. [*****] Lower Lobe Operations 747-400 Large Cargo Freighter

f. [*****] Airframe Wiring Assembly and Installation Protection

g. [*****] 747-400 LCF Shipping Mechanical Equipment

h. [*****] Weight and Balance Compliance

i. [*****] SME Trouble Report Communication Process

j. [*****] 747-400 LCF Flammability Acceptance Criteria

a.    $[*****] per shipset for the first [*****] units; and

b.    $[*****] per shipset for units [*****] to [*****].

7.1        Price Adjustment for Changes

If any individual Change increases or decreases the cost or time required to perform this contract, Boeing and Seller shall negotiate in good faith an equitable adjustment in the price or schedule for recurring and nonrecurring work, or both, to reflect the increase or decrease subject to the following provisions: (i) Seller shall be responsible for absorbing the cost of Seller generated changes to meet requirements and specifications of the Program Statement of Work (PSOW) as described in this SBP and as existing prior to the Change; and (ii) Seller shall be responsible for absorbing the cost of changes required to correct Seller’s deficiencies related to any delegated engineering part (statement of work) of Seller.

Any Boeing-driven Change to the 767 One Piece Statement of Work occurring to any of the first [*****] End Items shall not be subject to the Changes thresholds as described in the SBP. Thereafter, Changes shall be subject to the SBP.

SBP Attachment 1 Exhibit D “767 Product Pricing Roll Up” is hereby deleted and replaced it in its entirety with a new SBP Attachment 1 Exhibit D, attached hereto as Exhibit A.1.

SBP Attachment 1 Exhibit D.1 “767 Detailed Part List Pricing (Excludes Loose Ship Parts)” is hereby deleted and replaced it in its entirety with a new SBP Attachment 1 Exhibit D.1, attached hereto as Exhibit A.2.

SBP Attachment 1 Exhibit E.2 “767-2C Section 41 Product Pricing” is hereby deleted and replaced it in its entirety with a new SBP Attachment 1 Exhibit E.2, attached hereto as Exhibit A.3.

IN WITNESS THEREOF, the duly authorized representatives of the Parties have executed this Amendment No. 37 as of the last date of signature below.