Amendment 45 to Special Business Provisions MS ###-###-####, between the Boeing Company and Spirit AeroSystems, Inc., dated as of October 3, 2019
EX-10.69 7 spr-20191231xex1069.htm EXHIBIT 10.69 Exhibit
Spirit & Boeing Proprietary
Amendment 45 of SBP MS ###-###-####
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 NUMBER 45
TO
SPECIAL BUSINESS PROVISIONS (SBP) MS ###-###-####
BETWEEN
THE BOEING COMPANY
AND
SPIRIT AEROSYSTEMS, INC.
This Amendment 45 (“Amendment”) to Special Business Provisions MS ###-###-#### is entered into, as of the date of the last signature below, 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 “Sustaining Agreement”). |
B. | The most recent amendment to the SBP is Amendment 44, entered into July 19, 2019. |
C. | The Parties have reached an agreement to uniquely identify the 767-2C Section 41 one piece as part number [*****] and to modify the SBP Attachment 1 format for the 767-2C, 767F, and 767FG Section 41 one piece statements of work. |
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Amendment 45 of SBP MS ###-###-####
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:
1. | The list of “AMENDMENTS” within the Sustaining SBP is hereby deleted and replaced in its entirety as follows: |
“AMENDMENTS
Amendment Number | Description | 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, 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. | 9/26/2014 | 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 | ||||
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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 | |||
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 | |||
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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 |
J. O'Crowley | |||
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 NonRecurring 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 | Revisions 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 | 1/29/2019 | T. McGuigan |
E. Bossler | |||
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41 | Revisions to Attachment 29 777-9 Rate Tooling | 03/27/2019 | R. Velau D. Currie |
42 | TBD | TBD | TBD |
43 | Incorporation of Settlement and Release PP-65AC1-92251 | 5/22/2019 | K. Doolin R. Grant |
44 | SBP Section 12.13.2 is deleted and replaced in its entirety | 07/19/2019 | B. Nix E. Bossler |
45 | Delete and replace: Section 3.8.b Attachment 1 Exhibits: D.1 E.2 | date of last signature | K. Doolin R. Grant |
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2. | SBP Subsection 3.8.b is hereby deleted and replaced in its entirety as follows: |
“b. Seller shall deliver part number [*****] for 767F and 767FG, and Seller shall deliver part number [*****] for 767-2C (referred to collectively as the “End Items” or individually as the “End Item”) as the fully integrated 767 Section 41 incorporating the 767 One Piece Statement of Work. For purposes of the Changes thresholds in the SBP, the Cab, Lower Lobe, Left Panel, Right Panel, and 767 Integration will be treated as separate values.”
3. | SBP Attachment 1 Exhibit D.1 “767 Detailed Part List Pricing (Excludes Loose Ship Parts)” is hereby deleted and replaced in its entirety with a new SBP Attachment 1 Exhibit D.1, attached hereto as Enclosure A. |
4. | SBP Attachment 1 Exhibit E.2 “767 Tanker-Specific End Item Pricing” is hereby deleted and replaced in its entirety with a new SBP Attachment 1 Exhibit E.2, attached hereto as Enclosure B. |
5. | All other provisions of the SBP shall remain unchanged and in full force and effect. |
6. | This Amendment constitutes the complete and exclusive agreement between the Parties with respect to the subject matter set forth herein and supersedes all previous agreements between the Parties relating thereto, whether written or oral. |
7. | This Amendment shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws. |
8. | In the event of a conflict between the terms of this Amendment and either the SBP or GTA, the terms of this Amendment shall have precedence with respect to the subject matter of this Amendment. |
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Amendment 45 of SBP MS ###-###-####
IN WITNESS THEREOF, the duly authorized representatives of the Parties have executed this Amendment No. 45 as of the last date of signature below.
The Boeing Company Spirit AeroSystems, Inc.
Acting by and through its division
Boeing Commercial Airplanes
By: /s/Kyra Doolin By: /s/Ryan Grant
Name: Kyra Doolin Name: Ryan Grant
Title: Contracts PA Title: Contracts
Date: October 10, 2019 Date: October 10, 2019
A1 | W/T | Group | Model | End Item Number | Description | MMC | Non - Discounted Price | Comments | CCN |
[*****] | |||||||||
A1 | W/T | Group | Model | End Item Number | Description | MMC | Comments | CCN | (Units [*****]) | (Units [*****] | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 |
[*****] | ||||||||||||||||||||||
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