EX-10.23: SPECIAL BUSINESS PROVISIONS
EX-10.23 26 y21815exv10w23.txt EX-10.23: SPECIAL BUSINESS PROVISIONS Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Exhibit 10.23 AMENDMENT 1 SPECIAL BUSINESS PROVISIONS BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INCORPORATED. MS ###-###-#### Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 TABLE OF CONTENTS TITLE PAGE TABLE OF CONTENTS ATTACHMENTS AMENDMENT PAGE RECITAL PAGE 1.0 DEFINITIONS............................................................................................. - 10 - 2.0 CONTRACT FORMATION...................................................................................... - 14 - 2.1 Order.......................................................................................... - 14 - 2.2 Entire Agreement............................................................................... - 14 - 2.3 Incorporated by Reference...................................................................... - 14 - 2.4 Written Authorization to Proceed............................................................... - 14- 3.0 SUBJECT MATTER OF SALE.................................................................................. - 15 - 3.1 Subject Matter of Sale......................................................................... - 15 - 3.2 Period of Performance.......................................................................... - 15 - 3.3 Nonrecurring Work.............................................................................. - 15 - 3.3.1 Engineering Services.................................................................. - 15 - 3.3.1.1 Engineering Services..................................................... - 15 - 3.3.2 Product Development and Test.......................................................... - 15 - 3.3.2.1 Product Development and Test Activities.................................. - 15 - 3.3.2.2 Static and Fatigue Test Articles......................................... - 16 - 3.3.3 Certification Support................................................................. - 16 - 3.3.4 Tooling............................................................................... - 16 - 3.3.4.1 Tooling - General........................................................ - 16 - 3.3.4.2 Contractor Use-Tooling (also known as Seller-Use Tooling)................ - 16 - 3.3.4.3 Common - Use Tooling..................................................... - 16 - 3.3.4.4 Use of Casting, Forging and Extrusion Tooling............................ - 17 - 3.3.4.5 Initial Planning......................................................... - 17 - 3.3.4.6 Title to Tooling......................................................... - 17 - 3.3.4.7 Use and Disposition of Tooling........................................... - 17 - 3.3.4.8 Reserved................................................................. - 18 - 3.3.4.9 Responsible Party........................................................ - 18 - 3.3.5 Life Cycle Product Teams.............................................................. - 18 - 3.3.6 Weight Status Reporting............................................................... - 18 - 3.4 Recurring Work................................................................................. - 18 - 3.4.1 Production Articles................................................................... - 18 - 3.4.2 Delivery Point and Schedule........................................................... - 19 - 3.4.2.1 Additional Events of Excusable Delay..................................... - 19 - 3.4.3 Transportation Routing Instructions................................................... - 19 - 3.4.4 Manufacturing Configuration........................................................... - 19 - 3.4.5 Sustaining Product Definition......................................................... - 19 -
-2- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3.4.6 Tooling Maintenance................................................................... - 19 - 3.4.7 Maintenance of Production Planning.................................................... - 20 - 3.4.8 Certification Support................................................................. - 20 - 3.4.9 Type Design and Type Certification Data Development and Protection.................... - 20 - 3.4.10 Seller Authorized Representative (AR) Requirements and Obligations.................... - 20 - 3.5 Product Support and Miscellaneous Work......................................................... - 20 - 3.5.1 Miscellaneous Work.................................................................... - 20 - 3.5.2 Delivery Schedule of Other Products and Performance of Services....................... - 21 - 4.0 PRICING................................................................................................. - 21 - 4.1 Recurring Price................................................................................ - 21 - 4.1.1 Interim Extension Pricing............................................................. - 21 - 4.2 RESERVED....................................................................................... - 22 - 4.3 Pricing of Requirements for Modification or Retrofit........................................... - 22 - 4.3.1 Boeing Responsibility or Regulatory Requirement....................................... - 22 - 4.3.2 Reserved.............................................................................. - 22 - 4.4 Expedite of Production Requirements............................................................ - 22 - 4.5 Pricing for Derivatives........................................................................ - 22 - 4.6 POA Pricing.................................................................................... - 22 - 5.0 PAYMENT................................................................................................. - 23 - 5.1 Invoicing...................................................................................... - 23 - 5.1.1 Invoicing Requirements................................................................ - 23 - 5.1.2 Invoicing Shipset Identification...................................................... - 23 - 5.1.3 Customs Invoicing..................................................................... - 23 - 5.1.4 Mailing Instructions.................................................................. - 23 - 5.1.5 Pay From Receipt...................................................................... - 23 - 5.2 Recurring Payment.............................................................................. - 24 - 5.2.1 Non-Recurring Payment................................................................. - 24 - 5.3 Payment Method................................................................................. - 26 - 5.4 Payment Errors................................................................................. - 26 - 6.0 CHANGES................................................................................................. - 26 - 7.0 CHANGE PROVISIONS....................................................................................... - 27 - 7.1 Price Adjustment for Changes................................................................... - 27 - 7.2 Change Pricing Criteria........................................................................ - 27 - 7.3 Reserved....................................................................................... - 29 - 7.4 Reserved....................................................................................... - 29 - 7.5 Schedule Acceleration/Deceleration............................................................. - 29 - 7.5.1 Production Rates...................................................................... - 29 - 7.6 Total Cost Management.......................................................................... - 29 - 7.6.1 Boeing Generated Technical and Cost Improvement....................................... - 30 - 7.7 Obsolescence................................................................................... - 30 - 7.8 Reserved....................................................................................... - 30 - 7.9 Proposals for Price Adjustment................................................................. - 30 -
-3- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 7.10 Apportionment and Payment of Price Adjustments................................................. - 32 - 7.10.1 Recurring Work Price Adjustment....................................................... - 32 - 7.10.2 Apportionment and Payment............................................................. - 32 - 8.0 GOVERNING QUALITY ASSURANCE REQUIREMENTS................................................................ - 32 - 9.0 STATUS REPORTS/REVIEWS.................................................................................. - 32 - 9.1 Notification of Shipment....................................................................... - 32 - 9.2 General Reports / Reviews...................................................................... - 32 - 9.3 Cost Performance Visibility.................................................................... - 33 - 9.4 Problem Reports................................................................................ - 33 - 9.5 Notice of Delay - Premium Effort............................................................... - 34 - 9.6 Diversity Reporting Format..................................................................... - 35 - 9.7 Planning Schedule.............................................................................. - 35 - 10.0 BOEING ASSISTANCE....................................................................................... - 35 - 10.1 Boeing Technical / Manufacturing Assistance Regarding Seller's Nonperformance.................. - 35 - 10.2 Other Boeing Assistance........................................................................ - 35 - 11.0 REPAIR AUTHORIZATION.................................................................................... - 35 - 11.1 Boeing-Performed Work.......................................................................... - 35 - 11.2 Reimbursement for Repairs...................................................................... - 36 - 12.0 OTHER REQUIREMENTS...................................................................................... - 36 - 12.1 SUPPORTING DOCUMENTATION....................................................................... - 36 - 12.1.1 Supporting Documentation and Priority................................................. - 36 - 12.1.2 Revision of Documents................................................................. - 37 - 12.1.3 Compliance............................................................................ - 38 - 12.2 Reserved ...................................................................................... - 38 - 12.3 ACCOUNTABILITY FOR TOOLING..................................................................... - 39 - 12.4 CERTIFIED TOOL LISTS........................................................................... - 39 - 12.5 BOEING FURNISHED TOOLING....................................................................... - 39 - 12.6 PACKAGING AND SHIPPING......................................................................... - 39 - 12.6.1 Packaging............................................................................. - 39 - 12.6.2 Product Packaging..................................................................... - 40 - 12.6.3 Disposable Shipping Fixtures.......................................................... - 40 - 12.6.4 Packing Sheet and Test Reports........................................................ - 40 - 12.6.5 Additional Copies..................................................................... - 41 - 12.6.6 Price Inclusive....................................................................... - 41 - 12.7 CYCLE TIME REQUIREMENTS........................................................................ - 41 - 12.8 COMPATIBILITY WITH ENGINEERING BUSINESS AND PRODUCTION SYSTEMS................................. - 41 - 12.9 ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION................................... - 41 - 12.9.1 Exchange of Digital Product Definition between Boeing and Seller...................... - 41 - 12.9.2 Systems/Software Compatibility between Boeing and Seller.............................. - 41 -
-4- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.9.3 Electronic Access, Communications and Data Exchange via Telecommunications............ - 42 - 12.10 PROGRAM MANAGER................................................................................ - 42 - 12.11 SUBCONTRACTING................................................................................. - 42 - 12.11.1 Subcontractors and Suppliers........................................................... - 43 - 12.12 INTERNATIONAL COOPERATION...................................................................... - 43 - 12.12.1 Market Access and Sales Support....................................................... - 43 - 12.12.2 Offset Assistance..................................................................... - 44 - 12.13 SUPPLY CHAIN INTEGRATION....................................................................... - 44 - 12.13.1 Supplier Banked Material (SBM) or Boeing Provided Details (BPD)....................... - 44 - 12.13.2 Boeing Raw Material Strategy.......................................................... - 45 - 12.13.3 Third Party Pricing................................................................... - 45 - 12.13.4 Obligation to Accept Assignment of Contracts.......................................... - 46 - 12.14 Reserved.......................................................................................... - 46 - 12.15 LIFE CYCLE PRODUCT TEAM........................................................................ - 46 - 12.15.1 Purpose............................................................................... - 46 - 12.15.1.1 Qualifications............................................................. - 46 - 12.15.2 Work Schedule......................................................................... - 46 - 12.15.3 Equipment and Supplies................................................................ - 47 - 12.15.4 Employment Status..................................................................... - 47 - 12.15.5 Team Leader........................................................................... - 47 - 12.15.6 Discipline............................................................................ - 47 - 12.15.7 Removal of Personnel.................................................................. - 47 - 12.16 INCREMENTAL RELEASE............................................................................ - 47 - 12.17 PARTICIPATION................................................................................. - 48 - 12.17.1 Other Boeing Entities................................................................. - 48 - 12.17.2 RESERVED............................................................................... - 48 - 12.17.3 RESERVED............................................................................... - 48 - 12.17.4 Notification of Contract.............................................................. - 48 - 13.0 ORDER OF PRECEDENCE.................................................................................... - 48 - 14.0 RESERVED................................................................................................ - 50 - 15.0 APPLICABLE LAW.......................................................................................... - 50 - 16.0 PRODUCT SUPPORT AND ASSURANCE........................................................................... - 50 - 16.1 Warranty....................................................................................... - 50 - 16.1.1 Product Support and Assurance Document (PSAD) D6-83315................................ - 50 - 17.0 ADMINISTRATIVE MATTERS.................................................................................. - 50 - 17.1 Administrative Authority....................................................................... - 50 - 17.2 Administrative Agreement....................................................................... - 51 - 18.0 OBLIGATION TO PURCHASE AND SELL......................................................................... - 51 - 18.1 Replacements................................................................................... - 51 -
-5- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 19.0 STRATEGIC ALIGNMENT / SUBCONTRACTING.................................................................... - 51 - 20.0 OWNERSHIP OF INTELLECTUAL PROPERTY...................................................................... - 52 - 20.1 Technical Work Product......................................................................... - 52 - 20.2 Inventions and Patents......................................................................... - 52 - 20.3 Works of Authorship and Copyrights............................................................. - 53 - 20.4 Pre-Existing Inventions and Works of Authorship................................................ - 54 - 21.0 SOFTWARE PROPRIETARY INFORMATION RIGHTS................................................................. - 54 - 22.0 INFRINGEMENT............................................................................................ - 54 - 23.0 DIGITIZATION OF PROPRIETARY INFORMATION AND MATERIALS................................................... - 55 - 24.0 CONFIGURATION CONTROL................................................................................... - 55 - 25.0 Reserved................................................................................................ - 55 - 26.0 ON-SITE SUPPORT......................................................................................... - 56 - 26.1 Indemnification Negligence of Seller or subcontractor......................................... - 56 - 26.2 Commercial General Liability.................................................................. - 56 - 26.3 Automobile Liability.......................................................................... - 57 - 26.4 Workers' Compensation......................................................................... - 57 - 26.5 Certificates of Insurance..................................................................... - 57 - 26.6 Self-Assumption............................................................................... - 57 - 26.7 Protection of Property........................................................................ - 58 - 26.8 Compliance with Boeing Site Requirements...................................................... - 58 - 27.0 Reserved................................................................................................ - 58 - 28.0 DELIVERY - TITLE AND RISK OF LOSS....................................................................... - 58 - 28.1 Title and Risk of Loss......................................................................... - 58 - 29.0 Reserved................................................................................................ - 59 - 30.0 CUSTOMER CONTACT........................................................................................ - 59 - 31.0 Reserved................................................................................................ - 59 - 31.1 Interest on Overdue Amounts.................................................................... - 59 - 32.0 SURVIVAL................................................................................................ - 59 - 33.0 INVENTORY AT CONTRACT COMPLETION........................................................................ - 60 - 34.0 SELLER ASSISTANCE....................................................................................... - 60 - 35.0 NONRECURRING WORK TRANSFER.............................................................................. - 61 - 36.0 DISPOSITION OF TOOLING.................................................................................. - 62 -
-6- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 37.0 CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT).................................................. - 62 - 38.0 ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS............................ - 62 - Signature Page
-7- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 ATTACHMENTS Attachment 1 Work Statement and Pricing Attachment 2 Production Article Definition and Contract Change Notices Attachment 3 Reserved Attachment 4 Additional Statement of Work Attachment 5 Rates and Factors Attachment 6 Lead time Matrix (Accel/Decel) Attachment 7 Indentured Priced Parts List and POA Pricing Attachment 8 Seller Data Submittals Attachment 9 Reserved Attachment 10 Quality Assurance Requirements Attachment 11 Second Tier Support Attachment 12 Non-U.S. Procurement Report Form Attachment 13 Reserved Attachment 14 Production Article Delivery Schedule Attachment 15 Model Mix Constraint Matrix Attachment 16 Boeing Furnished Material/Boeing Provided Details Attachment 17 Reserved Attachment 18 Reserved Attachment 19 Incremental Release Plan & Lead-times Attachment 20 Quantity Price Adjustment Attachment 21 Commodity Listing and Terms of Sale Attachment 22 Abnormal Escalation Attachment 23 Reserved -8- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 AMENDMENTS AMEND NUMBER DESCRIPTION DATE APPROVAL - ------ ------------------------------------------------------- ------- ---------------- 1 Revise Company name from Mid-Western Aircraft Systems 2/23/06 H. McCormick/ R. Incorporated to Spirit AeroSystems throughout document. Stone Update attachments 1, 2, 4, 14 and 16.
-9- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 THESE SPECIAL BUSINESS PROVISIONS (SBP) are entered into as of June 16, 2005 by and between Spirit AeroSystems Inc., a Delaware Corporation with its principal office in Wichita, Kansas ("Seller"), and The Boeing Company, a Delaware corporation acting by and through its Boeing Commercial Airplanes business unit (collectively and individually "Boeing"). Hereinafter, the Seller and Boeing may be referred to jointly as "Parties" hereto. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows: SPECIAL BUSINESS PROVISIONS 1.0 DEFINITIONS The definitions used herein are the same as those used in the GTA. In addition, the following terms are defined as follows: A. "Aircraft" means a completed Program Airplane ready for delivery or delivered to a Customer. B. "Boeing Proprietary Spare Parts" means all Spare Parts, which are manufactured (i) by Boeing, or (ii) to Boeing's detailed design with Boeing's authorization, or (iii) in whole or in part using Boeing Proprietary Information. C. "Boeing-Use Tooling" means certain gauge and interface Tooling (not including Boeing master gauges) manufactured by Seller in accordance with designs provided by Boeing, to be used exclusively by Boeing. D. "Common-Use Tooling" means all Contractor-Use Tooling that enters into a Boeing facility or Boeing designated destination and that is required for use by Boeing and Seller, and, if applicable, a third party. E. "Contract Change Notice" or "CCN" means any written notice sent by Boeing to Seller describing any Change to the general scope of this SBP pursuant to SBP Section 6.0 and authorizing Seller to proceed with the performance of work hereunder in accordance with such Change description. F. "Contractor-Use Tooling" (also known as "Seller -Use Tooling") means all Tooling needed to manufacture and deliver Products (including but not limited to, Supplier-Use Tools, Common-Use Tools, Mechanical Handling Equipment, Rotating Tools, Shipping Equipment, Interface Control Tools and Interface Production Tools as defined in Boeing Document D33200-1.) -10- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 G. "Cycle Time" means the period of time that elapses between the dates the Program executes a Customer implementation directive for a Program Airplane and delivery of such Program Airplane to such Customer. H. "Dataset" means any compilation of data or information (including, without limitation, numerical data, geometric definitions, program instructions or coded information) which may be used directly in, integrated with or applied to, a computer program for further processing. A Dataset may be a composite of two or more other Datasets or an extract of a larger Dataset. I. "Derivative" means any model airplane that either (1) can be FAA certificated by an amendment to an existing Type Certificate through addition of a new minor model, or by a Supplemental Type Certificate; and bears the same major model designation as an airplane currently being manufactured (e.g. 737, 747, 767, 777) by Boeing: or (2) includes all of the following conditions: (a) has the same number of engines as the existing model airplane; (b) utilizes essentially the same aerodynamic and propulsion design, major assembly components, and systems as the existing model airplane; (c) achieves other payload/range combinations by changes in body length, engine thrust, or variations in certified gross weight; (d) has the same body cross-section as the subject model aircraft; and (e) uses substantially the same technology, design, materials, specifications, and manufacturing processes as existing Program Airplane. Derivative does not mean Boeing Integrated Defense Systems (IDS) Products or any BCA aircraft delivered to Boeing IDS except as currently provided in Attachment 4. A Derivative does not include any subject model airplane, which has been or was currently in production as of the date of execution of this SBP, or any new airplane program receiving a new major model designation and which requires a new Type Certificate. J. "Drawing" means an electronic or manual depiction of graphics or technical information representing a Product or any part thereof and which includes the parts list and specifications relating thereto. K. "Effective Date" means the date on which both parties fully execute this SBP. L. "End Item Assembly" means any Product which is described by a single part number and which is comprised of more than one component part. M. "Engineering Release" means engineering Drawings, Datasets or other Documents, that define the design requirements of any Product. -11- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. \ Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 N. "Existing Tooling" means all accountable Tooling relating to this SBP in the possession of Boeing on the date hereof, "Existing Boeing-Use Tooling", "Existing Common-Use Tooling" and "Existing Contractor-Use Tooling" means respectively "Boeing-Use Tooling", "Common-Use Tooling" and "Contractor-Use Tooling" that are not New Tooling. O. "Life Cycle Product Team" or "LCPT", "Integrated Product Team" or "IPT" or "Design Build Team" or "DBT" means a team composed of representatives from engineering, operations, procurement, finance, design-to-cost and other disciplines as Boeing and Seller shall specify whose objective is to optimize designs for cost, weight, performance and producibility. P. "Manufacturing Work Package" or "Work Package" means manufacturing effort that Seller will provide under this SBP. Q. "Miscellaneous Work" is Seller performed work or services that includes, but is not limited to provision of additional test articles, New Boeing-Use Tooling, test support, field support and Boeing-used supplier facilities. R. "New Tooling" means all Tooling other than Existing Tooling. "New Boeing-Use Tooling", "New Common-Use Tooling", or "New Contractor-Use Tooling", respectively, means Boeing-Use Tooling, Common-Use Tooling, or Contractor-Use Tooling, respectively, that is not Existing Tooling. S. "Nonrecurring Work" is Seller performed work other than Recurring Work or Spares and Miscellaneous Work, which may include, but is not limited to Product Definition, product development, Tooling, static and fatigue test articles, Transportation Devices and planning. T. ."Obsolescence" means the discontinuation of the requirement for any Product as a result of engineering or manufacturing change, which has rendered such Product no longer usable in the production of the Program Airplane or any Derivative. U. ."Person" means any individual, partnership, corporation, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity V. "Price" means the amount to be paid by Boeing to Seller for any Product in accordance with the terms of this SBP. W. "Products" In addition to the definition in the GTA, "Products" has the meaning of Product Definition. -12- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 X. "Product Definition" means the engineering design deliverables (layouts, interface drawings, stress notes, etc.) required to design, build, test, certify, deliver and support Orders. Y. "Production Articles" means those completed assemblies defined and configured, including SCD Products, as set forth in SBP Attachment 1 and 2 "Production Article Definition and Contract Change Notices" for the Program Airplane and any Derivative, and not including Products or Production Articles used for modification or retrofit of previously delivered Program Airplanes, except as provided in SBP Section 4.3.1. Purchases of Parts or Production Articles for modifications or retrofits, other than those described in Section 4.3.1, shall be governed by SBP number SBP-6-5118-AEC-016. Z. "Program" means the design, development, marketing, manufacture, sales and customer support of Program Airplanes, Derivatives and Products. AA. "Program Airplane" means a Boeing commercial transport aircraft having a model designation of 737, 747, 767 or 777 for which Seller shall provide Product Definition and Production Articles pursuant to this SBP. BB. "Purchased on Assembly" (POA) - means any detail component needed to replace a component on an End Item Assembly currently in Boeing's assembly line process. CC. "Recurring Shipset Price" or "Recurring Price" means the Price for the Recurring Work associated with each Shipset and or part as identified in Attachment 1. DD. "Recurring Work" means work Seller performs in producing Product Definition and Production Articles. The cost of Recurring Work can include, but is not limited to design, tool maintenance, replacement, and storage, packaging, disposable shipping fixtures and maintenance of production planning. EE. "Replacement" means any model airplane that is not a Derivative airplane and substantially takes the place of a current model or models, or serves the same market segment or both. FF. "SCD Products" means all goods, including components and parts thereof, designed to a Boeing Specification Control Drawing by Seller or its subcontractors or suppliers, and provided or manufactured under this Contract. GG. "Shipset" means the total set of Production Articles provided by Seller hereunder necessary for production of one Program Airplane or Derivative. -13- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 HH. "Tooling" For purposes of this SBP, Tooling means all tooling, used in production or inspection of Products, either provided to Seller by Boeing or supplied by Seller whereby Boeing agrees to pay Seller for the manufacture of such tooling, including New Tooling and Existing Tooling. 2.0 CONTRACT FORMATION 2.1 ORDER Any Order to which this SBP applies will include a statement incorporating this SBP by reference unless otherwise specifically agreed to in writing by the Parties. Each such Order will be governed by and be deemed to include the provisions of this SBP. 2.2 ENTIRE AGREEMENT The Order, this SBP, the GTA, the AA, and the EAA sets forth the entire agreement, and supersede any and all other prior agreements, understandings and communications between Boeing and Seller related to the subject matter of an Order. The rights and remedies afforded to Boeing or Customers pursuant to any provisions of an Order are in addition to any other rights and remedies afforded by any other provisions of the Order, the General Terms Agreement (GTA) or the SBP, by law or otherwise. 2.3 INCORPORATED BY REFERENCE General Terms Agreement ("GTA") BCA ###-###-#### dated June 16, 2005 is incorporated in and made a part of this SBP by this reference. Administrative Agreement ("AA") AA ###-###-#### dated June 16, 2005 is incorporated in and made a part of this SBP by this reference. In addition to any other documents incorporated elsewhere in this SBP or GTA by reference, the Documents set forth in SBP Section 12.1 "Supporting Documentation" are incorporated in and made a part of this SBP by reference with full force and effect, as if set out in full text. It is the Seller's responsibility to comply with the latest revision of these documents as made available by Boeing. 2.4 WRITTEN AUTHORIZATION TO PROCEED Boeing's Procurement Representative may give written or electronic authorization to Seller to commence performance before Boeing issues an Order as provided in the GTA. -14- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3.0 SUBJECT MATTER OF SALE 3.1 SUBJECT MATTER OF SALE Subject to the provisions of this SBP, Seller shall sell to Boeing and Boeing shall purchase from Seller certain Products as described in this SBP including, certain Production Articles and other recurring Products as described in SBP Section 3.4 "Recurring Work", and other Miscellaneous Work as described in SBP Section 3.5 "Product Support and Miscellaneous Work". In addition, Seller shall be responsible for providing engineering services and other Nonrecurring Work as described in SBP Section 3.3 "Nonrecurring Work" 3.2 PERIOD OF PERFORMANCE The period of performance for this SBP shall include manufacturing and all other activities required to support delivery of Products from June 16, 2005 through life of Program Airplanes and Derivatives of those Program Airplanes. 3.3 NONRECURRING WORK 3.3.1 ENGINEERING SERVICES 3.3.1.1 ENGINEERING SERVICES Seller is responsible for engineering activities as set forth in Attachment 4 "Additional Statement of Work". Seller responsibilities for the work packages defined in Attachment 1 include those items outlined in Attachment 4. Design shall conform to the standards and requirements set forth in Attachment 4 "Additional Statement of Work" and Product Definition in schedules set forth in Attachment 13 and the applicable documents referred to in SBP Section 12.1 "Supporting Documentation". 3.3.2 PRODUCT DEVELOPMENT AND TEST 3.3.2.1 PRODUCT DEVELOPMENT AND TEST ACTIVITIES Seller is responsible for all product development and test activities required to design, build, test, deliver, certify, and support Products as set forth in SBP Attachment 4 "Additional Statement of Work". Seller shall also prepare, and Boeing shall have the right to review, initial product development and test planning documentation as necessary to produce Product Definition, Production Articles in accordance with SBP Attachment 2 "Production Article Definition and Contract Change Notices" and Spare Parts in accordance with SBP Attachment 7. -15- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3.3.2.2 STATIC AND FATIGUE TEST ARTICLES Seller will provide Boeing with Products and associated hardware as set forth in SBP Attachment 2 "Production Article Definition and Contract Change Notices" for static and fatigue tests, and as scheduled in SBP Attachment 14. 3.3.3 CERTIFICATION SUPPORT Seller is responsible for all certification activities as set forth in SBP Attachment 4 "Additional Statement of Work" including the associated costs. 3.3.4 TOOLING 3.3.4.1 TOOLING - GENERAL Boeing will retain ownership of all Existing Tooling and shall acquire ownership of all New Tooling upon passage of title thereto to Boeing in accordance with Section 3.3.4.6 of this SBP, and for financial reporting purposes and income tax purposes the Parties shall treat all Tooling so owned by Boeing in a manner consistent with Boeing's ownership thereof. Subject only to Seller's right of use granted by Boeing hereunder and without diminishing the obligations of Seller hereunder; Boeing shall have and retain all rights, title and interest in all Tooling. Seller shall be entitled to use Tooling for the purposes of performing its obligations of this SBP and for Spares and MRO aftermarket according to the terms of the HMSGTA, any applicable SLA's and any other applicable SBP's. All Tooling produced or used in performance of this SBP must conform to the provisions of Boeing Document D953W001, "General Operations Requirements Document for Suppliers External/Internal Suppliers/Program Partners," and D33200-1, "Boeing Suppliers' Tooling Document" or, subject to Boeing's review and approval not to be unreasonably withheld or delayed, its equivalent or replacement document. 3.3.4.2 CONTRACTOR USE-TOOLING (ALSO KNOWN AS SELLER-USE TOOLING) As of the date hereof, Seller is responsible for providing all New Contractor-Use Tooling (as defined in "New Tooling") needed to manufacture and deliver Products as required in the performance of this SBP. Seller shall plan, design, manufacture or procure, and test all New Contractor-Use Tooling. Existing Contractor-Use Tooling (as defined in "Existing Tooling") and New Contractor-Use Tooling shall be in the configuration, quantity and quality required to produce (i) Production Articles in accordance with SBP Attachment 14 and (ii) other Boeing requirements for Products (including, without limitation, Spare Parts). 3.3.4.3 COMMON - USE TOOLING Seller shall design, manufacture or procure, and test all New Common-Use Tooling including, without limitation, strongback handling fixtures, rotable -16- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 shipping fixtures and handling fittings. The requirements for such items will be defined and identified by Boeing. 3.3.4.4 USE OF CASTING, FORGING AND EXTRUSION TOOLING Boeing or its designees shall have and retain the right to use all Tooling for the production of castings, forgings and extrusions produced at Seller's direction for use under this SBP and such Tooling shall be used only in the performance of this SBP or any other SBP that Boeing may designate in writing. Such Tooling shall be retained for use in production of castings, forgings and extrusions for Boeing or as Boeing directs until Boeing gives written notice to Seller that a requirement for the use of such Tooling no longer exists. Subject to the terms of this SBP, Boeing hereby grants to Seller the right to use any Tooling during the term of this SBP for the production of castings, forgings or extrusions that will become part of any Product, in which Boeing has a right of use, ownership or other proprietary interest. 3.3.4.5 INITIAL PLANNING Seller will perform all Tooling and production planning activities. Seller shall also prepare, and Boeing shall have the right to review, Tooling and production planning documentation as necessary to evaluate Seller's ability to produce Production Articles in accordance with SBP Attachment 2 "Production Article Definition and Contract Change Notices" SBP Attachment 4 "Additional Statement of Work" and Spare Parts. 3.3.4.6 TITLE TO TOOLING Boeing shall retain title to all Existing Tooling. Title to all New Tooling shall pass from Seller or any of Seller's subcontractors to Boeing upon completion of the manufacture of such New Tooling by Seller or any of its subcontractors and after payment therefor by Boeing, in accordance with Section 5.2.1 or otherwise, and such title shall thereafter be retained by Boeing for all purposes. Seller shall ensure that any subcontract for the production of New Tooling provides for the passing of title to Boeing pursuant to the immediately preceding sentence. 3.3.4.7 USE AND DISPOSITION OF TOOLING Seller shall use any and all Tooling only for the purpose of performing its obligations under this SBP, except as provided in SBP Section 3.3.4.1, and shall not sell, lease or otherwise dispose of any Tooling. Seller shall, on behalf of Boeing as the owner thereof obtain and maintain in effect insurance in respect of all Seller-Use Tooling and Common-Use Tooling (other than such Tooling, which is in the actual possession of Boeing,). Seller shall not create or be responsible for the creation by others, any lien, claim or right of any person or entity other than the rights of Boeing, in respect of any Tooling, under this SBP. -17- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3.3.4.8 RESERVED 3.3.4.9 RESPONSIBLE PARTY Seller shall absorb all costs associated with non-accountable tooling manufactured and/or purchased by Seller necessary for the manufacture and delivery of the Products including but not limited to rework, repair, replacement and maintenance of the tooling. Seller shall not use tools, which contain, convey, embody, or were made in accordance with or by reference to any Proprietary Information and Materials of Boeing, to manufacture parts for anyone other than Boeing without the prior written authorization of Boeing; provided, however, that Seller shall be entitled to use Tooling as provided in SBP Section 3.3.4.1. When Boeing agrees to pay for Tooling to support the manufacture and delivery of applicable Product(s) identified herein, the amount shall be set forth in SBP Attachment 1. The costs of necessary repair and maintenance to the Tooling are included in such amount. Invoices received with incorrect, improperly prepared or incomplete certified tool lists will be returned for correction prior to payment. Invoices shall be dated concurrent with, or subsequent to, shipment of the Products. Boeing shall notify Seller of any action required for discrepant Tooling, other than Boeing-Use Tooling. 3.3.5 LIFE CYCLE PRODUCT TEAMS Seller shall, in accordance with SBP Section 12.15 and as mutually agreed between the Parties locate at Boeing's facilities key personnel for Life Cycle Product Teams (LCPT's) as may be required. 3.3.6 WEIGHT STATUS REPORTING Seller shall report to Boeing the actual weights of Products in accordance with the requirements of Document D6T-10898-1, "Weight Compliance Requirements/ Participant Contractors". 3.4 RECURRING WORK 3.4.1 PRODUCTION ARTICLES Upon acceptance of the initial and subsequent Orders, Seller shall provide the Production Articles specified in SBP Attachment 1 "Statement of Work", Attachment 2 "Production Article Definition and Contract Change Notices" in accordance with the delivery schedules set forth in SBP Attachment 14 and/or the Order. All Production Articles will be designed, manufactured, certified, tested, delivered, and supported in accordance with the specifications and schedules set forth in this SBP. -18- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3.4.2 DELIVERY POINT AND SCHEDULE Notwithstanding the provisions of GTA Section 4.1, deliveries of Production Articles shall be strictly in accordance with the quantities, the schedule and other requirements specified by Boeing. Notwithstanding the provisions of GTA Section 4.1, all Products shall be delivered F.O.B. carrier's transport at Seller's plant. 3.4.2.1 ADDITIONAL EVENTS OF EXCUSABLE DELAY In addition to those Excusable Delays described in GTA Section 14.0, in the event of a delay caused by Boeing affecting Sellers on time delivery, Boeing and Seller shall seek commercially practical solutions to assure Boeing maintains on-schedule delivery of the airplane to the airplane customer. 3.4.3 TRANSPORTATION ROUTING INSTRUCTIONS Products shall be transported by the agent, carriers and routings specified by Boeing. Seller shall obtain the prior approval of Boeing, not to be unreasonably withheld or delayed, before shipping any Products on a route other than that specified by Boeing. 3.4.4 MANUFACTURING CONFIGURATION The pricing set forth in SBP Attachment 1, as of the date hereof, is based on the latest definition or revisions of the statement of work, as of the date hereof, and is subject to change in accordance with this SBP. 3.4.5 SUSTAINING PRODUCT DEFINITION Seller shall provide Product Definition and sustaining engineering in accordance with the documents set forth in Attachment 4 "Additional Statement of Work", Attachment 13 "Product Definition Schedule" and the applicable documents referred to in SBP Section 12.1 "Supporting Documentation". 3.4.6 TOOLING MAINTENANCE Seller shall provide at no cost to Boeing on Boeing's behalf as the owner thereof, control, accountability, care, storage, maintenance, insurance and replacements of all Contractor-Use Tooling and Common-Use Tooling in the possession of Seller or its subcontractors in accordance with Document D33200, "Boeing Suppliers' Tooling Document" or, subject to Boeing review and approval, not to be unreasonably withheld or delayed, its equivalent or replacement, as required to support the manufacture, certification, support and delivery of Products; it being understood, however, that Boeing as the owner thereof bears the economic burden of depreciation and obsolescence of all Tooling. -19- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3.4.7 MAINTENANCE OF PRODUCTION PLANNING Seller will revise and maintain the production planning as required to support the production and certification of Production Articles and Spare Parts. 3.4.8 CERTIFICATION SUPPORT Seller is responsible for all certification activities as set forth in SBP Attachment 4 "Additional Statement of Work" including the associated costs. 3.4.9 TYPE DESIGN AND TYPE CERTIFICATION DATA DEVELOPMENT AND PROTECTION Seller is responsible for the development and maintenance of all type design and type certification data for which they have type design/certification responsibility and/or support type design/certification. Seller shall maintain such type design and type certificate data for the life of such type certificate. Boeing and Seller shall establish which type of data will be retained and the manner of storage which is acceptable through a records management agreement. Seller shall make available to Boeing upon request all compliance data that is maintained by Seller. Such records shall be made available within seventy-two (72) hours of Boeing's request. Seller will immediately notify Boeing in writing when Seller becomes aware of or suspects any engineering discrepancies in Seller's processes or Products that Seller has delivered or will deliver under this SBP. 3.4.10 SELLER AUTHORIZED REPRESENTATIVE (AR) REQUIREMENTS AND OBLIGATIONS Seller's AR as designated and approved by Boeing shall operate and act in accordance with Boeing Document DOA-300064-NM "Delegated Option Authorization Procedures Manual" or "BCA Delegated Compliance Organization Procedures Manual" as amended from time to time including but not limited to providing compliance findings to Boeing Delegated Compliance Organization. Said document is incorporated and made a part hereof by this reference. 3.5 PRODUCT SUPPORT AND MISCELLANEOUS WORK 3.5.1 MISCELLANEOUS WORK Seller shall provide to Boeing Miscellaneous Work, including, without limitation New Boeing-Use Tooling, field support or other related program support items, as may be ordered by Boeing from time to time. -20- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3.5.2 DELIVERY SCHEDULE OF OTHER PRODUCTS AND PERFORMANCE OF SERVICES All deliveries of other Products and performance of services will be as set forth in any applicable Order, as set forth in SBP Section 3.4.2. 4.0 PRICING 4.1 RECURRING PRICE The Price of Recurring Products is set forth in SBP Attachment 1 and includes the total price for all work under this SBP; subject to any applicable adjustment under SBP Section 7.0. Prices shall be firm fixed priced through the eighth anniversary of the first day of the month in which both Parties fully execute this SBP as developed using Attachment 20 and listed in Attachment 1. For example, if the Parties fully execute this SBP on March 25, 2005 then the eighth anniversary of the first day of the month of that execution is March 1, 2013. In addition, Attachment 1 work package price(s) are subject to adjustment for abnormal escalation as provided in Attachment 22. Twenty Four (24) months prior to the eighth anniversary of the first day of the month in which both Parties fully execute this SBP, Seller will propose pricing for the following ten (10) years or a period agreed upon by the Parties. The Parties will negotiate pricing in good faith based on then-prevailing domestic market conditions for 41 sections (all programs), 737 fuselage, 737/777 struts & nacelles and then-prevailing global market conditions for all other Products. 4.1.1 INTERIM EXTENSION PRICING If the Parties are unable to reach agreement on Pricing by the date which is six months prior to the end of the period for which Pricing has been fixed, then such matter shall be resolved pursuant to GTA Section 33.0. If any dispute on Pricing continues after the eighth anniversary of the first day of the month in which both Parties fully execute this SBP, then interim Pricing shall be established. Interim Pricing shall be the then current Base Price (as of the eighth anniversary referred to above) adjusted in accordance with SBP Attachment 20 and escalated annually using the indices outlined below. At such time as a resolution on Pricing has been achieved, an appropriate debit or credit will be made retroactive to the day after the eighth anniversary of the first day of the month in which both Parties fully execute this SBP. Using the example in section 4.1, the date would be March 2, 2013. A. Material - [*****] B. Labor - [*****] -21- Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Approximately forty-five days before the eighth anniversary of the first day of the month in which both Parties fully execute this SBP and on approximately the same date of each year thereafter until such time as a resolution on Pricing has been achieved, Boeing will use the above referenced indices to calculate the appropriate escalation factor based on actual index growth for the previous twelve (12) months using a composite of [*****] and [*****]. Then current Attachment 1 Pricing will be revised to include this escalation factor for deliveries in the following year. 4.2 RESERVED 4.3 PRICING OF REQUIREMENTS FOR MODIFICATION OR RETROFIT 4.3.1 BOEING RESPONSIBILITY OR REGULATORY REQUIREMENT Any Products required by Boeing to support a modification or retrofit program, which results from a regulatory requirement or which Boeing may be liable for the cost associated with such program, shall be provided to Boeing at the applicable price as set forth in SBP Attachment 1. 4.3.2 RESERVED 4.4 EXPEDITE OF PRODUCTION REQUIREMENTS Seller agrees to support Boeing's short flow requirements with its best effort. 4.5 PRICING FOR DERIVATIVES Prices for Derivative(s) will be negotiated in good faith based on then-prevailing market conditions appropriate for each Product type. If the Parties are unable to reach agreement on Pricing then the Parties shall refer to GTA Section 33.0 "Disputes" for resolution. 4.6 POA PRICING Seller shall expend best efforts to provide the earliest possible delivery of any spare designated as POA by Boeing. Such effort includes but is not limited to working twenty-four (24) hours a day, seven (7) days a week and use of premium transportation. Seller shall specify the delivery date of any such POA within two (2) hours of a POA request. The price for POA requirements shall be the price for such Products listed in SBP Attachment 1 or the pro rata share of the appropriate Attachment 1 price represented by the POA multiplied by a factor [*****]. - 22 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 5.0 PAYMENT 5.1 INVOICING 5.1.1 INVOICING REQUIREMENTS Seller shall submit separate invoices for items other than Pay from Receipt items (as defined in Section 5.1.5) for each applicable Order. Materials purchased by Seller from Boeing shall be satisfied by Boeing issuing a debit against Seller's account as follows: In the case of Boeing Provided Details (as defined in Attachment 16), debits will be issued by Boeing as provided in Attachment 20, section titled "Billing for BPD Parts not yet transferred from Boeing". For all other materials, including materials purchased from Boeing's Accommodation Sales group, debits will be issued by Boeing on the (net) fifteenth (15th) day from the scheduled delivery date. If the debit amount exceeds the amount outstanding on the Seller's account, Boeing will notify Seller and Seller will pay such amount upon receipt of such notification. 5.1.2 INVOICING SHIPSET IDENTIFICATION Seller shall indicate on each invoice the line number of each Shipset included therein, as applicable. 5.1.3 CUSTOMS INVOICING All specific questions and concerns on customs invoicing may be addressed to the Boeing Traffic Organization. 5.1.4 MAILING INSTRUCTIONS All mailed invoices shall be addressed to: Boeing Commercial Airplanes P.O. Box 34656 Seattle, WA 98124-1656 Attention: Payment Services 5.1.5 PAY FROM RECEIPT An invoice shall not be required from Seller in the case of "Pay From Receipt" items. Pay From Receipt items shall include Products (except Tooling), Production Articles, Purchase On Assembly items (POA's) and such other items as Boeing may designate in writing (collectively, the "Pay From Receipt Items"). - 23 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Each shipment shall contain an accurate and complete pack slip. In the case of Pay From Receipt items, the date of payment is calculated from the shipment date (the date items are received by carrier from Seller) as stated on such pack slip. If the Seller's pack slip does not state the actual shipment date, the date of payment is calculated from the date the items are received by Boeing at its manufacturing site. 5.2 RECURRING PAYMENT Unless otherwise provided under written agreement between the Parties, payments shall be paid in immediately available funds net [*****] calendar days after the shipment date (the date items are received by the carrier from Seller). Except in the case of an Order requiring Pay-From Receipt, the date of payment is calculated from the later of (a) the date the items are delivered to Boeing at its manufacturing site, (b) the date of receipt of a correct and valid invoice or (c) the scheduled delivery date of such Product. Payment shall be done electronically as mutually agreed. Boeing agrees to promptly notify Seller if it receives an invoice Boeing believes to be incorrect. All Payments are subject to adjustment for shortages, credits and rejections. 5.2.1 NON-RECURRING PAYMENT Non Recurring Tooling payment shall be paid in immediately available funds net ten (10) calendar days after receipt by Boeing of both a correct and valid invoice and where required, a completed and approved certified tool list (CTL), (whichever is later). Timing for non-recurring engineering, product development and test payments for Derivatives shall be tied to specific events as non-recurring effort progresses, which events shall not be limited to first shipset delivery and receipt by Boeing. Schedule of specific events to be mutually agreed upon for each engineering development effort (i.e. 25%, 50%, 90% engineering release). Future Product Development Projects will be supported up to forty (40) hours (includes technical consultation and the development of ROM work statement and schedules as required) before Seller is eligible for compensation under the Technical Services Agreement (TSA) or this SBP. Attachment 4 contains the Engineering Delegation requirements for sustaining products that are part of this SBP and included in the part pricing in Attachment 1. All costs associated with Seller Engineering responsibility are included within Attachment 1 pricing for sustaining programs and will not be subject to additional payment from Boeing. To maintain, repair, sustain, and replace Boeing's Tooling and to provide certain capital property, plant, and equipment (excluding leasehold improvements and real property) required to support Seller's activities under this Agreement, Boeing - 24 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 shall pay to Seller forty five million five hundred thousand dollars ($45,500,000) in 2007, an additional one hundred and sixteen million one hundred thousand dollars ($116,100,000) in 2008, and an additional one hundred and fifteen million four hundred thousand dollars ($115,400,000) in 2009 for such Tooling and property, plant, and equipment costs. Within each such year, the payments are to be made in equal quarterly installments within 15 days following each Invoice Date (as defined below) and shall not be affected by the amount of costs set forth in the written list of costs delivered to Boeing on such Invoice Date pursuant to the following paragraph. By March 15, June 15, September 15, and December 15 (each an "Invoice Date") of each of 2007, 2008, and 2009, Seller will deliver to Boeing a written list of any Tooling and capital property, plant, and equipment (excluding leasehold improvements and real property) acquired after the Effective Date and prior to such Invoice Date (and not previously paid for by Boeing under this provision), and the costs thereof, the aggregate amount of which costs does not exceed the amount of the payment due within 15 days following such Invoice Date . Pursuant to the terms of Section 3.3.4.6, upon payment by Boeing, Boeing will acquire title to and ownership of the Tooling and property, plant and equipment described in such list free of liens, claims or rights of any third party. In the event Boeing acquires title to and ownership of any property, plant and equipment from Seller pursuant to this Section 5.2.1, Seller shall continue to have the right to use such property, plant and equipment to the same extent it had such right prior to such acquisition by Boeing, without paying any additional consideration to Boeing, and the Parties shall undertake in good faith to enter into any documentation necessary to evidence such right. In addition, to the extent movable, any such property, plant and equipment acquired by Boeing shall remain at Seller's facility subject to the terms of the Agreement, including Boeing's rights under GTA sections 12.0 and 13.0 and SBP section 34.0, and Seller shall have the right to move any such movable property, plant and equipment in accordance with its use thereof and with the terms of the Agreement. If Boeing acquires title to and ownership of any property, plant and equipment pursuant to this Section 5.2.1, then paragraphs (1) and (2) are also applicable. (1) Seller shall bear the risk of loss and shall provide at no cost to Boeing on Boeing's behalf as the owner thereof, control, accountability, care, storage, maintenance, and insurance for such property, plant and equipment to the same extent Seller generally provides such services with respect to property, plant and equipment owned by Seller; it being understood, however, that Boeing as the owner thereof bears the economic burden of any applicable depreciation and obsolescence for such property, plant and equipment; (2) Seller shall not create or be responsible for the creation by others, any lien, claim or right of any person or entity other than the rights of - 25 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Boeing, in respect of any property, plant and equipment, to which Boeing acquires title to and ownership of pursuant to this Section 5.2.1. To the extent Seller did not incur Tooling or capital property, plant, and equipment (excluding leasehold improvements and real property) costs prior to any Invoice Date which were not previously paid for by Boeing under this provision, in an amount equivalent to the amount paid by Boeing within 15 days following such Invoice Date, the excess amount shall be allocated to other assets not owned by Boeing, in a manner to be mutually determined by Buyer and Seller at that time. For the avoidance of doubt, Boeing will acquire title to and ownership of the other assets to which the excess amounts are allocated free of liens, claims or rights of any third party, provided that such excess amounts allocated are equal to the book value of such other assets. 5.3 PAYMENT METHOD All payments hereunder shall be made electronically to an account designated in writing by Seller. 5.4 PAYMENT ERRORS If an error in payment (over payment or under payment) is discovered by Boeing or Seller, a written notification will be submitted to the other Party and resolution of the error will occur in a timely manner after discovery of such error. 6.0 CHANGES Notwithstanding the provisions of GTA Section 10.1, at any time, Boeing may, by written direction to Seller, make changes within the general scope of this SBP in: (i) Statement of Work requirements and Documents, requirements for Product Definition, Drawings, designs, specifications, configurations, Datasets or any other Document; (ii) Tooling (including, without limitation, the quantities thereof), services or Spare Parts to be provided by Seller under this SBP; (iii) the method of shipping or packing; (iv) the place of delivery, inspection, or acceptance for all Products; (v) Program schedules, delivery rates and schedules for performance of services; including short flow requirements (vi) Products, the Program Airplane and Derivative models and Customer variables; (vii) Boeing Furnished Material and any Boeing furnished or provided property, (viii) the allocation of responsibility as between Seller and Boeing for production of any component of any Product or the provision of any Service such that it does not significantly reduce the content of Seller's Statement of Work for any given major end item or major sub assembly; (ix) the allocation of responsibility among Seller and third parties such that it does not significantly reduce the content of Seller's Statement of Work for any given major end item or major sub assembly ; (x) certification requirements; (xi) Miscellaneous Work requested to be performed not in then current Statement of Work (any of the foregoing a "Change"), (xii) description, time and place of Services to be performed. Seller shall immediately comply with - 26 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 such written direction upon receipt, irrespective of any failure by the Parties to agree that such Change shall be subject to Price adjustment in accordance with SBP Section 7.0 "Change Provisions". If Seller reasonably expects that any Document or any revision to any Document shall significantly affect Seller's performance of any work hereunder, Seller shall, without affecting its obligation to comply, in accordance with SBP Section 12.1 "Supporting Documentation," with any such Document as revised, so notify Boeing in writing in accordance with the Administrative Agreement within twenty (20) days of Seller's receipt of such Document or revision. If Seller provides notification as required by this Section, then any such revision or any written direction pursuant to the immediately preceding paragraph that constitutes or results in a Change shall be subject to Section 7.0. If Seller considers that Boeing's conduct constitutes a Change, Seller shall notify Boeing's Procurement Representative promptly in writing as to the nature of such conduct and its effect upon Seller's performance. In the absence of such notification, Seller shall not be entitled to equitable adjustment. SBP Sections 6.0 and 7.0 apply in lieu of GTA Section 10.0. 7.0 CHANGE PROVISIONS Notwithstanding the provisions of GTA Section 10.0, "Changes", no adjustment will be made to the Price of any Products for any Change orders as provided in GTA Section 10.0 or SBP Section 6.0, "Changes" issued through the period of performance of this SBP except as may be provided under SBP Sections 7.0 through 7.10. SBP Sections 6.0 and 7.0 apply in lieu of GTA Section 10.0. 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 non recurring 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. 7.2 CHANGE PRICING CRITERIA The following Change pricing thresholds will apply to all Changes: - 27 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Recurring Price: An equitable adjustment (either debit or credit) shall be negotiated and incorporated into the applicable Attachment 1 recurring part Price if both of the following conditions are met: a. For Engineering Changes, the recurring price impact to the Attachment 1 part Price for each individual Change exceeds [*****] of the then current Price for that part or for Statement of Work allocation Changes, the recurring price impact to the Attachment 1 part Price for each individual Change exceeds [*****] of the then current Price for that part (see note 1 below), and b. The recurring price impact for each individual Change exceeds [*****] per year based on then current requirements forecasted for the following calendar year. Note 1: For Statement of Work allocation changes only there is an annual cumulative cap [*****]. The annual cumulative cap will begin January 1st of each year and end December 31st of each year. This cap will re-set to zero at the beginning of each year and only new Statement of Work allocation changes falling below the [*****] threshold will be applied against this cap. The value attributable to each change will be as negotiated by the Parties and Seller agrees to provide information to Boeing for these Change proposals consistent with the terms of this SBP for any and all assertions believed to contribute towards the [*****] cap. Non-Recurring An equitable adjustment will be made by Boeing to Seller for non-recurring if both of the following conditions are met: a. The non-recurring price impact for each individual Change exceeds [*****], and b. The non-recurring Change is associated with a new statement of work (not for current configuration of parts defined in Attachment 1 as of June 16, 2005. - 28 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 7.3 RESERVED 7.4 RESERVED 7.5 SCHEDULE ACCELERATION/DECELERATION Boeing may revise the delivery schedule and/or firing order without additional cost or change to the unit price stated in the applicable Order if (a) the delivery date of the Product under such Order is on or before the last date of contract, if applicable, and (b) Boeing provides Seller with written notice of such changes, provided however that Seller shall be entitled to payment for schedule accelerations made with less than the notification lead times for acceleration and deceleration identified in SBP Attachment 6. In case of shorter notification for acceleration, Product price for those Products shipped inside the notification period (less than [*****] notification) shall be equitably adjusted as agreed by the Parties. In case of shorter notification for deceleration, Product price will be adjusted by [*****] for those Products shipped inside the notification period (less than [*****] notification). Except as provided in this clause "Schedule Acceleration/Deceleration", there shall be no other price adjustment for schedule rate or firing order changes. The resulting payment amount shall be paid in accordance with SBP Section 5.0. Boeing shall notify Seller of accelerations, decelerations and refirings as soon as reasonably practical. Boeing and Seller further agree to work in good faith to decrease all lead times identified in SBP Attachment 6 in support of then current Boeing lead time objectives for each Airplane Program. Joint reviews of the program lead times will take place at least annually during the contract period to identify opportunities for reduction. Where the Parties mutually agree to reduce the lead times, SBP Attachment 6 will be updated and such update will not be considered a Change under SBP 6.0. 7.5.1 PRODUCTION RATES This SBP contains no minimum production rates. The maximum production rates are as defined in Attachment 15 "Maximum Production Rates and Model Mix Constraint Matrix". Seller is responsible to support these rates at no additional cost to Boeing. Higher rates are subject to negotiation 7.6 TOTAL COST MANAGEMENT Any cost reductions resulting from incorporation of joint Boeing and Seller cost reduction initiatives (TCMS) will result in a reduction in the Attachment 1 Prices in a mutually agreed manner that equitably preserves, or enhances if market conditions allow, the anticipated economics for both Boeing and Seller. The immediately preceding sentence does not apply to material initiatives referred to in Attachment 20.F. - 29 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Boeing and Seller confirm their intention for the Program Airplane to remain price and performance (including weight) competitive throughout the life of the Program by incorporating into the Program Airplane advances in design, configuration, materials, or manufacturing processes that will benefit the Parties and Boeing's customers. If Boeing reasonably demonstrates, after consultation with Seller, that a proposed cost reduction initiative that would materially increase the competitiveness of the Program Airplane in the market place can be accomplished in a manner that would preserve the anticipated economics of the Program for both Boeing and Seller, Seller shall incorporate the subject cost reduction initiative in a timely manner after reasonable notice from Boeing and reduce the price in a mutually agreed manner that equitably preserves the anticipated economics of the Program for both Boeing and Seller. 7.6.1 BOEING GENERATED TECHNICAL AND COST IMPROVEMENT At any time during the Seller's performance under this SBP, Boeing may offer specific recommendations to Seller for the incorporation of any new technologies and process improvements intended to reduce Seller's costs or improve product performance. These recommendations may include, but are not limited to, Boeing proprietary information and Boeing owned patents. Notwithstanding any other provision(s) elsewhere in this SBP, where a savings is achieved and documented as a result of the implementation of a recommendation initiated by Boeing and which Seller agrees to implement, the Parties will reduce the Price in a mutually agreed manner. 7.7 OBSOLESCENCE No adjustment pursuant to Section 7.1 shall include any of Seller's costs for Obsolescence. Not withstanding the foregoing Seller shall be entitled to payment for any Obsolescence estimated to exceed the lesser of (i) ten thousand ($10,000) dollars and (ii) ten percent (10%) of the recurring Attachment 1 Price in accordance with GTA Section 12.3. Each Change shall, for purposes of determining Obsolescence costs, be considered separately. Changes, for purposes of determining Obsolescence costs, may not be combined for purposes of exceeding the percentage limit as described in this SBP Section 7.7. Seller may not defer implementation of Changes so as to avoid Obsolescence unless the priority of such Change permits such implementation. 7.8 RESERVED 7.9 PROPOSALS FOR PRICE ADJUSTMENT Timeframe: - 30 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Changes Prior to 100% Engineering Release - No later than sixty (60) calendar days after 100% Engineering Release, Seller shall submit to Boeing a listing of all Changes which were received by Seller prior to 100% Engineering Release together with Seller's proposal for appropriate price adjustment. Changes Subsequent to 100% Engineering Release - Seller must assert any claim to Boeing procurement Representative in writing within twenty-five (25) days and a not-to-exceed proposal to Boeing procurement Representative within sixty (60) calendar days after receipt of such direction. A fully supported proposal must be submitted within ninety (90) calendar days after receipt of such direction. If Boeing does not receive any proposal within the ninety (90) day time period, no such adjustment shall be made to Nonrecurring and Recurring Shipset Prices. Content: Seller shall provide a detailed description of each Change, the technical impact on the Product's form, fit, and/or function, and any significant impact on manufacturing processes. Seller shall include with each proposal a complete estimate of the Change's impact on the Seller's cost per Product, including, but not limited to, the impact on labor hours, labor rates, processing costs, sub-tier supplier costs, overhead and raw material costs. Boeing must be able to substantiate and verify Seller's submittal. Any such price adjustment claim by Seller must be consistent with market driven prices for such Product. Process: The rates, factors and methodology set forth in SBP Attachment 5, shall be used to calculate the equitable adjustment, if any, to be paid by Boeing for each individual change for which Seller estimates a value that is less than [*****]. For each Change for which Seller estimates a value that is greater than [*****], the proposal shall contain the above mentioned Content and stand on its own merits. Review of Price Adjustment Proposal Boeing will review the Seller's provided submittal and Boeing may request from Seller additional reasonable data to allow Boeing to thoroughly review each submittal. Seller will provide Boeing additional data within thirty (30) days of Boeing's request for such additional data. Boeing will review any additional data submitted and inform Seller of any further requirements. Seller may request and Boeing will provide reasonable data to assist in the price adjustment process within thirty (30) days of Seller request. Until such time that new Pricing is negotiated, Seller will continue to be paid at the existing Attachment 1 Price. - 31 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 7.10 APPORTIONMENT AND PAYMENT OF PRICE ADJUSTMENTS 7.10.1 RECURRING WORK PRICE ADJUSTMENT The amount of the Recurring Price adjustment shall be equal to the value of the Change subject to SBP Sections 6 and 7 and shall be documented in SBP Attachment 1. 7.10.2 APPORTIONMENT AND PAYMENT The then-current recurring billing Price shall be adjusted to reflect the Change beginning with the first Shipset, which incorporates such Change. 8.0 GOVERNING QUALITY ASSURANCE REQUIREMENTS In addition to those general quality assurance requirements set forth in the GTA, the work performed under this SBP shall be in accordance with the requirements set forth in SBP Attachment 10. 9.0 STATUS REPORTS/REVIEWS 9.1 NOTIFICATION OF SHIPMENT Seller shall notify the Boeing personnel identified in the "Administrative Agreement", as identified in SBP Section 17.0, by telephone, facsimile or other agreed means when any shipment has been made. Such notification will include (i) a list of the items and quantities of items shipped, (ii) the Shipset number with respect to any item shipped, (iii) the number and weight of containers shipped, (iv) the shipper or packing sheet number with respect to such shipment, and (v) the date of such shipment. Seller shall airmail, facsimile or send by other agreed means copies of shipping manifests for Common-Use Tools to Boeing. Such manifests shall identify Common-Use Tool codes and part numbers, unit numbers of Common-Use Tools and the airplane effectivity of the Production Article contained in such Common-Use Tools. Seller shall notify Boeing as soon as possible via fax, telecon, or as otherwise agreed to by the Parties of each POA requirement shipment. Such notification shall include time and date shipped, quantity shipped, Order, pack slip, method of transportation and air bill if applicable. Seller shall also notify Boeing immediately upon the discovery of any delays in shipment of any requirement and identify the earliest revised shipment possible. 9.2 GENERAL REPORTS / REVIEWS When requested by Boeing, Seller shall update and submit, as a minimum, monthly status reports or data requested by Boeing using a method mutually - 32 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 agreed upon by Boeing and Seller. Boeing has the right to impose more frequent reporting on Seller to achieve program objectives, if necessary. When requested by Boeing, Seller shall provide to Boeing a Product Definition and manufacturing milestone chart identifying the major engineering, purchasing, planning, Tooling and manufacturing operations for the applicable Product(s). Program reviews will be held at Seller's facility or Boeing's facilities as requested by Boeing. The topics of these reviews may include Product Definition status, raw material and component part status, manufacturing status, production status, Seller's current and future capacity assessments, Boeing supplied components, inventory, Boeing's requirements, Changes, forecasts and other issues pertinent to Seller's performance under this SBP. Reviews will allow formal presentations and discussion of status reports as set forth above. Formal management reviews shall be held periodically by Boeing and Seller to evaluate total cost performance. During these reviews, Seller shall present and provide actual cost performance data with respect to this SBP. Boeing and Seller will also use these reviews to discuss production forecast information useful for Seller's planning purposes. All information normally provided under Section 8.0 of the "Administrative Agreement", as identified in SBP Section 17.0, shall be provided by Seller. 9.3 COST PERFORMANCE VISIBILITY Management reviews will be held by Boeing and Seller that will include total cost performance and schedule performance. These reviews will be held on a regularly scheduled basis. 9.4 PROBLEM REPORTS In the event of any anticipated or actual delay, including but not limited to delays attributed to labor disputes, that could impact Seller's ability to deliver Product Definition or Products on time and otherwise in conformance with the terms of the Order, Seller shall promptly provide a detailed report, notifying Boeing Procurement Representative of program problems/issues. The report shall contain a detailed description of the problem, impact on the program or affected tasks, and corrective/remedial action, with a recovery schedule. Seller also promptly shall require each of its subcontractors supporting the Order to provide such notification to Seller concerning any such problems/issues of any subcontracted good or service to Seller. Submittal of a report in no way relieves Seller of any obligations under the Order nor does it constitute a waiver of any rights and remedies Boeing may have with respect to any default, except as provided under GTA Section 14.0. Problem reports shall be promptly submitted to the Boeing Procurement Representative within twenty-four (24) hours of a problem becoming known to Seller. Status reports shall include, but are not limited to, the following topics: - 33 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 A. Product Definition maturity, schedule and performance updates. B. Delivery schedule updates, written recovery schedules, schedule impact issues and corrective action; C. Technical/manufacturing progress since the previous report period, including significant accomplishments, breakthroughs, problems and solutions; D. Identification of changes to key manpower or staffing levels; E. Identification of the critical events/activities expected within the next month and a discussion of potential risk factors; F. Progress on open action items, including closure dates; G. Purchased components and raw material status; H. Identification of quality issues and resolutions; I. Manufacturing and quality inspection progress of first article Products; J. Status on New Tooling design and fabrication, as applicable, until completion; K. Inventory status of castings and forgings procured by Seller (if applicable). This SBP Section 9.4 applies in lieu of the 2nd sentence of GTA Section 4.1. 9.5 NOTICE OF DELAY - PREMIUM EFFORT Where Seller has notified Boeing of a Program problem pursuant to SBP Section 9.4, Boeing may, at its sole discretion, direct Seller to use additional effort, including premium effort, and shall ship via air or other expedited routing in order to avoid or minimize delay to the maximum extent possible. In the absence of delays caused by Boeing or its designees that have an impact on Seller's delivery schedule, all additional costs resulting from such premium effort and/or premium transportation shall be paid by Seller. Additional costs include, but are not limited to all costs and expenses incurred by Boeing as a result of production line disruption attributable to Seller's delayed delivery. These requirements will not apply to Seller during the course of an Excusable Delay, as defined in GTA Section 14.0; however, at the conclusion of the Excusable Delay Seller will be responsible for all provisions of this Section 9.5. Boeing's rights under this SBP Section 9.5 are not exclusive, and any other rights provided in this contract, in law or equity are reserved. This SBP Section 9.5 applies in lieu of the 3rd sentence of GTA Section 4.1. - 34 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 9.6 DIVERSITY REPORTING FORMAT Seller shall use reasonable efforts to report to Boeing on a quarterly basis, starting from the date of this SBP award, all payments to small businesses, small disadvantaged business/minority business enterprises, women-owned small business and historically black colleges and universities and minority institutions in dollars and as a percentage of the contract price paid to Seller to date, proving the information shown on the Second Tier Report located in SBP Attachment 11. 9.7 PLANNING SCHEDULE From time to time and at least quarterly, Boeing will provide information to facilitate Seller production forecasting. Any such planning schedule, forecast, or quantity estimate provided by Boeing shall be used solely for informational purposes and shall not be binding on either party. 10.0 BOEING ASSISTANCE 10.1 BOEING TECHNICAL / MANUFACTURING ASSISTANCE REGARDING SELLER'S NONPERFORMANCE Seller shall reimburse Boeing for all reasonable Boeing costs expended in providing Seller and/or Seller's subcontractor's technical or manufacturing assistance in resolving Seller nonperformance issues. Such reimbursement may be offset against any pending Seller invoice, regardless of Boeing model or program; provided, that Boeing shall not be entitled to set off any such obligation, sum or amount against any invoices for payments, in the totality of $277 million, pursuant to Section 5.2.1 of this SBP. Boeing's rights under this clause are in addition to those available to Boeing for Seller's nonperformance issues, including those where a demand for an Assurance of Performance may be made under GTA Section 17.0. 10.2 OTHER BOEING ASSISTANCE In the event either Party believes that Seller requires Boeing technical (including engineering), manufacturing or training assistance for any activity within Seller's area of responsibility under this SBP, Seller and Boeing shall negotiate the scope and price for such Boeing assistance. 11.0 REPAIR AUTHORIZATION 11.1 BOEING-PERFORMED WORK In the event that any Product is rejected by Boeing pursuant to GTA Section 8.3, Seller hereby grants to Boeing the right, without prior authorization from Seller, to repair or rework such Product, or to have such Product repaired or reworked by a - 35 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 third party. Such repair or rework by Boeing or such third party shall be deemed not to be inconsistent with Seller's ownership of such Product. All reasonable costs and expenses of Boeing relating to such repair or rework shall be paid by Seller. Such costs and expenses shall be an amount equal to Boeing's reasonable estimated rework hours multiplied by Boeing's then-current rate for labor and materials or the amount charged Boeing by any third party for performing such repair or rework. Disruption costs and expenses shall be an amount equal to the portion of resultant planned installation time allocated for reasonable out-of-sequence work multiplied by Boeing's then-current rate for labor. These provisions shall also apply to incomplete work shipped to Boeing for completion (traveled work). 11.2 REIMBURSEMENT FOR REPAIRS Pursuant to this SBP Section 11.2, Boeing will either: 1) advise Seller quarterly, commencing on June 16, 2005, of costs and expenses incurred in the previous quarter for repair of Products; or 2) notify Seller, through Boeing's automated systems, of costs and expenses incurred for each individual repair. Seller shall notify Boeing within sixty (60) days after receipt of such advice of any significant errors detected by Seller in Boeing's estimate of costs and expenses. Boeing and Seller shall promptly resolve such errors. Seller's failure to so notify Boeing shall be deemed to be an acceptance of Boeing's estimate of costs and expenses. The same process shall apply where Seller is repairing products for Boeing. Boeing shall be entitled to either (a) set off the amount of such costs and expenses against any amounts payable to Seller hereunder or (b) invoice Seller for the amount of such costs and expenses, and Seller shall pay the invoiced amount promptly upon receipt of a valid and correct invoice. 12.0 OTHER REQUIREMENTS 12.1 SUPPORTING DOCUMENTATION 12.1.1 SUPPORTING DOCUMENTATION AND PRIORITY All Documents (as hereinafter defined) are by this reference incorporated herein and made a part of this SBP. For purposes of this SBP, "Document" means all specifications, Drawings, Datasets, documents, publications and other similar materials, whether in a tangible or intangible form, as the same shall be revised from time to time, which relate to the design, manufacture, test, certification, delivery, support and sale of Products or the provision of services to Boeing pursuant to this SBP, including, but not limited to, the documents listed below, and any other documents specifically referred to in this SBP or in such other documents, but shall not include any SBP (including the attachments hereto or thereto), the GTA, the AA, the EAA, or any Order. Reference in any Document to "Contractor" or "Seller" or "Supplier" shall mean Seller for the purposes of this SBP. In the event of any inconsistency between the terms and conditions of this - 36 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP (not including any Documents) and the terms and conditions of any Document, the terms and conditions of the SBP shall control. In the event any provisions of any Document or Documents conflict among themselves, Boeing will, on its own initiative or at the request of Seller, resolve such conflict (subject to the other provisions of this SBP and the GTA), revise such Document or Documents accordingly, and so notify Seller. In resolving any such conflicts, this SBP shall be read as a whole and in a manner most likely to accomplish its purposes. 12.1.2 REVISION OF DOCUMENTS Subject to the terms of this SBP Section 12.1, Boeing may at any time revise any Document prepared by Boeing and Boeing shall provide Seller with revisions to Documents prepared by Boeing. No such revision shall be effective with respect to Seller unless and until such revision is available to Seller. - 37 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.1.3 COMPLIANCE Seller shall promptly comply with the provisions of all Documents referenced in this SBP, the GTA and any Order, including any revisions Boeing may make thereto provided that no such revision shall be effective with respect to Seller unless and until such revision is available to Seller. List of Certain Documents: Item No. Title - ---- --- ----- A. D1-4426 Boeing Approved Process Sources B. D6-82479 Boeing Quality Management System Requirements for Suppliers C. D37200 Skin Quality Acceptance Standards for Clad Aluminum Raw Material D. D6-9002 Appearance Control of Clad Aluminum Exterior Skins E. D953W001 General Operations Requirements Document For Suppliers - External/internal Suppliers/Program Partners F. D962W101 Supplier Change Management - Major Structures Program Partners G. D33200-1 Boeing Suppliers' Tooling Document H. D6-17781 Material and Performance Evaluation of Designated Parts I. D6-1276 Control of materials and processes for designated parts and components of Boeing products J. D6T10898-1 Weight Compliance Requirement/Participant Contractors K. ATA 300 Specification for Packaging of Airline Supplies L. D37520-1, -1A, -1B Supplier's Part Protection Guides M. D6-51991 Quality Assurance Standard Reflecting Digital Product Definition for Boeing Suppliers Using CAD/CAM N. D6-81628 Shipping Label, Barcoded Preparation and Placement O. D6-83315 Product Support and Assurance Document (PSAD) P. D6-56199 Hardware and software compatibility requirements for suppliers use of BCAG CATIA native datasets as sole authority for design, manufacturing and inspection Q D6-83267-201 BCA Engineering System and Process Transition and Cutover Plan to Support the Divestiture of the Wichita/Tulsa Division
12.2 RESERVED - 38 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.3 ACCOUNTABILITY FOR TOOLING Seller shall control and account for all Tooling in accordance with the provisions of Boeing Document D33200, "Boeing Suppliers' Tooling Document" or, subject to Boeing review and approval (not to be unreasonably withheld or delayed), its equivalent or replacement. This requirement shall apply to Boeing-Use Tooling until delivery thereof to Boeing and to Contractor-Use Tooling and Common-Use Tooling at all times prior to the removal thereof by Boeing or delivery to Boeing or Boeing's designee pursuant to GTA Section 12.0, GTA Section 13.0 or SBP Section 33.0. All Existing Tooling shall remain identified with its identification tag containing the Boeing Lifetime Serial Number of such Tooling. Seller shall identify all New Tooling and any reworked or re-identified Tooling with an identification tag containing the Boeing Lifetime Serial Number of each such Tool. Boeing Lifetime Serial Numbers may be provided to Seller by Boeing. 12.4 CERTIFIED TOOL LISTS Seller shall prepare a list or lists ("Certified Tool List") in accordance with the D33200, "Boeing Suppliers' Tooling Document" or, subject to Boeing review and approval (not to be unreasonably withheld or delayed), its equivalent or replacement, and such other information as Boeing shall request. Seller shall prepare a separate Certified Tool List for (i) Contractor-Use Tools, (ii) Common-Use Tools, (iii) Casting/Extrusion Tools, (iv) each county in Kansas in which any such Tool is located, (v) each state in which any such Tool is located and (vi) each state in which any such Tool is first utilized. Seller shall promptly submit each initial Certified Tool List to Boeing. Seller shall subsequently submit from time to time as specified by Boeing new Certified Tool Lists to supplement the information contained in the initial Certified Tool Lists. 12.5 BOEING FURNISHED TOOLING With respect to Existing Tooling and New Tooling, and in the event Boeing furnishes Tooling to Seller, Seller shall conform to the standards and requirements of Document D33200-1. Boeing shall notify Seller of any action required for discrepant Tooling. 12.6 PACKAGING AND SHIPPING In lieu of the provisions of GTA Section 7.0, the following SBP Sections shall address all packaging and shipping matters. 12.6.1 PACKAGING The prices shown in SBP Attachment 1 include all packaging costs. Seller shall package Product in accordance with the applicable requirements set forth in the Order. - 39 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.6.2 PRODUCT PACKAGING Except as expressly provided otherwise herein, all Products shall be prepared (cleaned, preserved, etc.) and packed for shipment in a manner reasonably acceptable to Boeing pursuant to Document D37520-1, -1A, & -1B, "Supplier's Part Protection Guide," to (i) comply with carrier regulations and (ii) prevent damage or deterioration during handling, shipment and outdoor storage at destination for up to ninety (90) days. Packaging design shall be suitable for, and consistent with, the requirements and limitations of the transportation mode specified by Boeing. Boeing specifically reserves the right, at Boeing's discretion; to direct air shipment or other expedited shipping methods from the delivery point specified in SBP Section 3.2.1 and Seller shall maintain a capability (where reasonably practicable) for meeting this requirement. Seller shall submit two (2) copies of its proposed preparation procedure and packaging design to Boeing for approval (not to be unreasonably withheld or delayed) prior to the first Product delivery, and shall prepare and package each Product in accordance with the procedure and design approved by Boeing. Notwithstanding any Boeing approval of Seller's packaging design, Seller shall be solely liable for the manufacture of such packaging. Any package (or unitized group of packages) weighing in excess of forty (40) pounds or otherwise not suited to manual handling shall be provided with skids to permit use of mechanical handling equipment. Product packaging shall be in accordance with document D6-81628, "Shipping Label, Barcoded Preparation and Placement", which is incorporated herein by reference. 12.6.3 DISPOSABLE SHIPPING FIXTURES Seller shall design, manufacture or procure, and test disposable shipping fixtures, as requested by Boeing, to support Orders. The requirements for such items will be defined and identified by Boeing. The design of any disposable shipping fixture shall be approved by Boeing (not to be unreasonably withheld or delayed) and conform to the standards and requirements of the applicable documents referred to in SBP Section 2.3. 12.6.4 PACKING SHEET AND TEST REPORTS The No. 1 shipping container in each shipment shall contain one (1) copy in English of (i) a packing sheet listing the contents of the entire shipment in accordance with Boeing's written instructions and (ii) any test reports required by the specifications applicable to the Products being shipped. For Non-United States shipments, prior to exportation of any Product, one (1) copy of the required customs invoice shall be enclosed in a waterproof envelope or wrapper, clearly marked "Customs Invoice," securely attached to the outside of the No. 1 shipping container of each shipment. Each customs invoice shall contain all of the information specified in SBP Section 27. - 40 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.6.5 ADDITIONAL COPIES Additional copies of packing sheets, test reports shall be furnished to Boeing in accordance with Boeing's written instructions. 12.6.6 PRICE INCLUSIVE Unless otherwise specified in this SBP, the Prices for Products stated in this SBP include the cost with respect to such Products of preparation, packaging, crating, shipping fixtures and containers, container marking, furnishing of packing sheets and test reports, in accordance with this SBP. 12.7 CYCLE TIME REQUIREMENTS Boeing and Seller acknowledge that Boeing is committed to reduce Cycle Time. Seller agrees to support Boeing in its commitment and to work with Boeing to develop mutually acceptable actions to support Cycle Time requirements as specified by Boeing to support the Program Airplane. Upon Boeing's request Seller shall submit to Boeing a written plan describing how Seller would comply with the Cycle Time schedules, as specified by Boeing. 12.8 COMPATIBILITY WITH ENGINEERING BUSINESS AND PRODUCTION SYSTEMS Seller shall implement and maintain systems as required to ensure: i) compatibility with Boeing systems; and ii) Seller's performance under this SBP, including, but not limited to, business, manufacturing and engineering systems. 12.9 ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION 12.9.1 EXCHANGE OF DIGITAL PRODUCT DEFINITION BETWEEN BOEING AND SELLER Seller's approval to receive and use computerized data shall be in accordance with documents D6-51991 "Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers using CAD/CAM", D6-56199 "Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native Datasets as Authority for Design, Manufacturing and Inspection", and D6-81491, "Authority and Usage of CATIA Native, CATIA IGES and PDM STEP Datasets." 12.9.2 SYSTEMS/SOFTWARE COMPATIBILITY BETWEEN BOEING AND SELLER After Seller is qualified to use the data exchange methods in accordance with Boeing Document D6-51991, "Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers Using CAD/CAM," Seller shall maintain compatibility with Boeing's systems in accordance with D6-55199 "Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native - 41 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Datasets as authority for Design, Manufacturing and Inspection." Boeing shall provide timely notification to Contractor of revisions to Boeing's systems. 12.9.3 ELECTRONIC ACCESS, COMMUNICATIONS AND DATA EXCHANGE VIA TELECOMMUNICATIONS Any electronic communications and data exchange via telecommunications between the Parties shall be pursuant to an electronic access agreement executed concurrently with this SBP. Provided, that any amendments to the SBP, GTA, AA or EAA shall be communicated in writing and not solely by electronic communication. Any electronic access to Boeing by Seller or Seller by Boeing shall be pursuant to an electronic access or similar agreement. 12.10 PROGRAM MANAGER Seller will assign a full-time program manager whose exclusive responsibility will be to oversee and manage Seller's performance hereunder. The assignment of such program manager will be subject to Boeing's prior approval of such person's resume, such approval not to be unreasonably withheld or delayed. 12.11 SUBCONTRACTING During the term of this SBP, Seller agrees to work with Boeing to identify and implement opportunities to introduce into its sub-contract base substantial changes in manufacturing procedures, manufacturing technology, process specifications, and alternate sourcing to lower cost subcontractors. Seller and Boeing shall periodically review the implementation of these opportunities and evaluate the sharing of cost savings in accordance with SBP Section 7.6. In addition to the provisions of GTA Section 28.1, for subcontracts in excess of [*****] in value, subcontracting activities are subject to Boeing review and approval. Boeing approval is not to be unreasonably withheld or delayed. This SBP Section 12.11 shall apply in lieu of the first sentence of the 2nd paragraph of GTA Section 28.0. - 42 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.11.1 SUBCONTRACTORS AND SUPPLIERS Notwithstanding anything to the contrary set forth in this SBP or the GTA, Seller shall not be in breach of this Agreement with respect to breaches solely attributable to subcontractors or suppliers and where (i) such breach relates to an obligation of Seller with respect to a subcontractor or supplier party to an agreement originally between Boeing and such subcontractor or supplier (an "Assigned Agreement"), (ii) such breach is solely attributable to an Assigned Agreement that prohibits or does not allow, Seller to require such supplier or subcontractor to comply with such obligation and (iii) Seller has used commercially reasonable efforts to persuade such subcontractor or supplier to comply with such obligation. Provided, however, that: (i) Seller will promptly notify Boeing whenever its management becomes aware that an Assigned Agreement prohibits or does not allow Seller to require a supplier or subcontractor to comply with such an obligation; (ii) Seller will use commercially reasonable efforts to obtain the agreement of such supplier or subcontractor to comply with the obligations of Seller to Boeing with respect to subcontractors or suppliers, or both, including reasonable payments therefor. Provided, that this clause shall not apply (i) with respect to obligations that are mandated by law or regulation or safety of flight considerations, and (ii) after two (2) years from the date of this SBP. 12.12 INTERNATIONAL COOPERATION 12.12.1 MARKET ACCESS AND SALES SUPPORT Seller agrees to work with Boeing to develop a lean global supply stream through application of shared strategies and tactics which support market access, and international business strategy. Boeing and Seller agree to work together to identify countries where Seller may subcontract and manage associated supply chain in support of Boeing's market access and international business strategy. With respect to work covered by this SBP, and if directed by Boeing, Seller shall use commercially reasonable efforts to procure from subcontractors and manage associated supply chain, in countries selected by Boeing, goods and services having a value of not more than twenty-five-percent (25%) of the total Shipset Price of all undelivered Shipsets as of the date of such notice. Such direction shall be at Boeing's sole option and may occur at any time during the performance of this SBP; provided that Seller shall not be required to breach any then existing subcontract. Seller may satisfy such requirement through purchases either related or not related to this SBP. Seller shall document on SBP Attachment 12 all offers to contract and executed contracts with such subcontractors including the dollars contracted. Seller shall provide to Boeing with an updated copy of SBP Attachment 12 for the six-month periods ending June 30 and December 31 of each year. If Seller is directed by Boeing to subcontract any part of its Work Packages and Seller anticipates an increase to the Price of the Order as a result of such direction, Seller shall notify Boeing in - 43 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 writing within thirty (30) days of such direction. If there is a cost or schedule impact, Boeing shall respond within thirty (30) days on whether Seller is to proceed. In such cases if Boeing directs Seller to proceed and there is a resulting increase to the Price of the Order, then the Parties will mutually agree to an equitable adjustment in Price. 12.12.2 OFFSET ASSISTANCE Seller shall use commercially reasonable efforts to cooperate with Boeing in the fulfillment of any non-United States offset program obligation that Boeing may have accepted as a condition of the sale of a Boeing product. In the event that Seller is either directed by Boeing pursuant to Section 12.12.1, or on its own solicits bids and/or proposals for, or procures or offers to procure any goods or services relating to the work covered by this SBP from any source outside of the United States, Boeing shall be entitled, to the exclusion of all others, to all industrial benefits and other "offset" credits which may result from such solicitations, procurements or offers to procure. Seller shall take any commercially reasonable actions that may be required on its part to assure that Boeing receives such credits. Seller shall document on SBP Attachment 12 all offers to contract and executed contracts with such subcontractors including the dollars contracted. Seller shall provide to Boeing an updated copy of SBP Attachment 12 for the six-month periods ending June 30 and December 31 of each year. The reports shall be submitted on the next 1st of August and the 1st of February respectively. If Seller is directed by Boeing to subcontract any part of its Product(s) to a country in which Boeing has an offset obligation, and Seller anticipates an increase to the Price of the Product(s) as a result of such direction, Seller shall notify Boeing in writing within thirty (30) days of such direction. If there is a cost or schedule impact, Boeing shall respond within thirty (30) days on whether Seller is to proceed. In such cases if Boeing directs Seller to proceed and there is a resulting increase to the Price of the Product(s), then the Parties will mutually agree to an equitable adjustment in Price. Attachment 12, Section 2 lists obligations in place at contract signing. This SBP Section 12.12.2 applies in lieu of GTA Section 36.0. 12.13 SUPPLY CHAIN INTEGRATION 12.13.1 SUPPLIER BANKED MATERIAL (SBM) OR BOEING PROVIDED DETAILS (BPD) Material, including but not limited to raw material, standards, detail components and assemblies, furnished to Seller by Boeing ("Boeing Furnished Material") shall be administered in accordance with a Bonded Stores Agreement.. Boeing Provided Details (including raw material, standards, detail components and assemblies) to Seller's statement of work are listed in Attachment 16 with their associated purchase price and will be updated by Boeing periodically to reflect Boeing current Price. - 44 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Seller shall provide Boeing with required on-dock dates for all such material and BPD. Seller's notice shall provide Boeing with sufficient time to acquire the material. If any parts will be supplied by Boeing then they will be identified in Attachment 16. 12.13.2 BOEING RAW MATERIAL STRATEGY During the term of this SBP, Seller shall procure from Boeing (or its designated service provider who will act on behalf of Boeing) all raw material of the commodity type specified on the SBP Attachment entitled "Commodity Listing and Terms of Sale" (SBP Attachment 21) necessary to support any Order issued pursuant to this SBP. From time to time, Boeing may amend the SBP Attachment entitled "Commodity Listing and Terms of Sale" by adding or deleting commodity types. Any such amendment, or revisions to the raw material pricing, shall be subject to adjustment under SBP Section 7.0, provided that Seller shall take no action to terminate its existing supply agreements when such termination would result in an assertion for an adjustment until the Seller has received approval from Boeing. The provision of any raw material by Boeing to Seller shall be according to Boeing's standard terms of sale, the text of which is included in the SBP Attachment entitled "Commodity Listing and Terms of Sale". Boeing shall advise Seller of any designated service provider to be used at the time the Order is issued. Upon request by Boeing, Seller must provide to Boeing documentation (e.g., packing slips, invoices) showing Seller's full compliance with the obligations under this SBP Section. If requested by Boeing or its designated service provider, Seller will provide an annual forecast of demand for the applicable commodity. If Seller reasonably believes that Boeing or its designated service provider cannot support Seller requirements to fulfill an Order issued pursuant to this SBP, then Seller shall have the right to procure raw materials from other sources and shall notify Boeing prior to such procurement. The provisions of this Section 12.13.2 will only apply to that portion of Seller contracts that support Boeing Statement of Work. 12.13.3 THIRD PARTY PRICING Boeing may at any time identify products within Seller's Products, for which Boeing has established a contract that Seller may purchase directly from Boeing's subcontractor under the terms of Boeing's subcontract ("Third Party Price Contract"). Pricing for products under a Third Party Price Contract is only available for products listed in this SBP. Seller is free to negotiate and enter into contracts at lower prices or on better terms, with this subcontractor or another company. Seller to notify Boeing of any cost reductions resulting from use of Third Party Price Contracts. Seller shall apply [*****] of the savings achieved through the use of these Boeing Third Party Price Contracts towards Price reductions on the applicable Boeing Products. - 45 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.13.4 OBLIGATION TO ACCEPT ASSIGNMENT OF CONTRACTS If Boeing has a contract(s) with a third party supplier that is primarily related to Seller and the contract was not assigned to Seller as of the date of this SBP and Boeing later determines that it has residual requirements or obligations for goods or services that 1) Boeing had previously obtained from the third party supplier prior to such date; 2) are still used in the Products provided by Seller under the SBP; and 3) that Seller no longer obtains from the third party supplier, Boeing can require Seller to accept an assignment of the contract(s) up through the current term of each contract or contracts in order for Seller to satisfy the residual requirements obligations. 12.14 RESERVED 12.15 LIFE CYCLE PRODUCT TEAM 12.15.1 PURPOSE In the event Boeing uses Life Cycle Product Teams LCPT (or similar teams), personnel located at Boeing's facilities in accordance with this SBP will conduct their respective activities concurrently in a team environment to assist Boeing in developing firm configuration and product development definition and meeting Program requirements which includes improving producibility, reliability and maintainability of the Program Airplane. Notwithstanding Seller's participation in the LCPT, Boeing shall have the right to make any and all determinations with respect to airplane performance and product strategy and the design of the Program Airplane and any Derivative. 12.15.1.1 QUALIFICATIONS Boeing shall have the right to review the qualifications of all personnel proposed by Seller for assignment to the LCPT or similar teams. Seller shall forward professional resumes of such personnel to Boeing for review and approval not to be unreasonably withheld or delayed prior to assignment of such personnel. 12.15.2 WORK SCHEDULE Except for sickness and other unavoidable absence, all personnel assigned to the LCPT by Seller pursuant to this SBP Section 12.15, shall be available during the customary work shift at the place designated by Boeing eight (8) working hours per day, Monday through Friday (except for identified Boeing holidays and such vacation periods as Boeing may reasonably permit) and shall work all overtime hours as Boeing may reasonably request. - 46 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 12.15.3 EQUIPMENT AND SUPPLIES Boeing shall furnish certain office equipment (e.g. desks, telephones, network access) and office supplies to Seller's LCPT personnel. Boeing will not provide personal property (such as computing equipment, software or drafting equipment and calculators) necessary for the performance by Seller's LCPT personnel. Seller shall provide all computing equipment and software required to support its LCPT personnel while located at Boeing's facilities. Boeing shall not be responsible for loss or damage to such personal property. 12.15.4 EMPLOYMENT STATUS Seller's LCPT personnel shall at all times remain employees of Seller and not employees of Boeing. Seller shall be responsible for all wages, salaries and other amounts due Seller's LCPT personnel and shall be responsible for all reports, requirements and obligations respecting them under local, state or federal laws of the United States, or the laws of any foreign country, including but not limited to social security, income tax, unemployment compensation, workers' compensation and any other local, state or federal taxes of the United States or the taxes of any foreign country. 12.15.5 TEAM LEADER Seller shall designate one of its LCPT personnel "Team Leader." Administrative matters between Boeing and Seller arising during the performance of this SBP shall be managed by the Team Leader. 12.15.6 DISCIPLINE Discipline of Seller's LCPT personnel shall be Seller's responsibility. While on Boeing premises, Seller's LCPT personnel shall obey all Boeing rules. While on Seller premises, Boeing's LCPT personnel shall obey all Seller rules. 12.15.7 REMOVAL OF PERSONNEL Upon receipt of a written request from Boeing for the replacement of any person assigned to the LCPT by Seller pursuant to this SBP Section 12.15, Seller shall remove such person from the LCPT. As soon thereafter as reasonably possible, Seller shall promptly furnish a satisfactory replacement or alternate arrangement. 12.16 INCREMENTAL RELEASE Seller shall develop production plans and schedules for Production Articles based on SBP Attachment 14. These production plans and schedules will include plans for the incremental purchase of material and the fabrication and assembly of specific numbers of Production Articles in accordance with pre-determined lead times ("Incremental Release Schedules"). Incremental Release - 47 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Schedules for each Production Article shall be submitted to Boeing as part of Seller's proposal, and, after review and concurrence by Boeing, shall be incorporated into SBP Attachment 19. Any revision to any Incremental Release Schedule shall be reviewed by Boeing and, subject to Boeing's concurrence with such revision; SBP Attachment 19 shall be revised accordingly. Seller shall purchase material, standards and purchased parts and authorize fabrication and assembly of Production Articles in accordance with Incremental Release Schedules. Seller proposed and Boeing approved costs associated with Incremental Release Schedules will be addressed pursuant to GTA Sections 12.3, 15.0, 16.0 and 25.2, provided the procedural requirements of those GTA sections are met. 12.17 PARTICIPATION 12.17.1 OTHER BOEING ENTITIES Seller agrees that any Boeing division or Boeing subsidiary ("Boeing Entity") not specifically included in this SBP may, by issuing a purchase order, work order, or other release document, place orders under this SBP during the term hereof or any written extension thereof, under the terms, conditions and pricing specified by this SBP. Seller agrees that the prices set forth herein may be disclosed by Boeing on a confidential basis to Boeing entities wishing to invoke this SBP Section 17.1. Seller shall notify the Boeing Procurement Representative named in SBP Section 9.0 of Boeing Entities not specifically referenced herein who frequently use this SBP. 12.17.2 RESERVED 12.17.3 RESERVED 12.17.4 NOTIFICATION OF CONTRACT In the event a purchaser known by Seller to be a Boeing Entity places an order for supplies or services covered by this SBP but fails to reference this SBP or otherwise seek the prices established by this SBP, Seller shall notify such purchaser of the existence of this SBP and the prices established hereunder and shall offer such prices to such purchaser. 12.18 Reserved 13.0 ORDER OF PRECEDENCE In the event of a conflict or inconsistency between any of the terms of the following documents, the following order of precedence shall control: - 48 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 A. These Special Business Provisions ("SBP") including attachments (excluding all documents listed below, then B. General Terms Agreement ("GTA") (excluding all documents listed elsewhere on this listing), then C. Purchase contract, if any, then D. Order (excluding all documents listed elsewhere on this listing), then E. D6-83323, Engineering Delegation Levels and Responsibility, Accountability and Authority (RAA) Descriptions for Specific Components on 737, 767, 747 and 777 Aircraft F. D6- 83267-2, BCA Engineering Requirements for Mid-Western Aircraft Systems, Incorporated -- Divestiture of the Wichita/Tulsa Division G. Engineering Drawing by Part Number and, if applicable Supplier Specification Plan (SSP) then H. All documents incorporated by reference in SBP Section 12.1 "Supporting Documentation", List of Certain Documents, and 16.0, Product Support and Assurance, of this SBP, then I. Electronic Access Agreement, then J. Administrative Agreement, if any, then K. Any other Boeing generated exhibits, attachments, forms, flysheets, codes or documents that the Parties agree shall be part of this SBP, then lastly L. Any Seller generated documents that the Parties agree shall be part of this SBP. In resolving any such conflicts or inconsistencies, these documents shall be read as a whole and in a manner most likely to accomplish their purposes. Either party shall promptly report to the other party in writing any inconsistencies in these documents, even if the inconsistency is resolvable using the above rules. - 49 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 14.0 RESERVED 15.0 APPLICABLE LAW This contract shall be governed by the laws of the State of Washington No consideration shall be given to Washington's conflict of law rules. This contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Boeing and Seller hereby irrevocably consent to and submit themselves exclusively to the jurisdiction of the applicable courts of King County, Washington and the federal courts of Washington State for the purpose of any suit, action or other judicial proceeding arising out of or connected with any Order or the performance or subject matter thereof. Boeing and Seller hereby waive and agree not to assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that (a) Boeing and Seller are not personally subject to the jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in an inconvenient forum or (c) the venue of the suit, action or proceeding is improper. 16.0 PRODUCT SUPPORT AND ASSURANCE 16.1 WARRANTY Seller acknowledges that Boeing and Customers must be able to rely on each Product performing as specified and that Seller will provide all required support pursuant to the PSAD. Accordingly, the following provisions, including documents, if any, set forth below are incorporated herein and made a part hereof: 16.1.1 PRODUCT SUPPORT AND ASSURANCE DOCUMENT (PSAD) D6-83315 Boeing may choose initially not to extend the Seller's full warranty of Product to Customers. This action shall in no way relieve Seller of any obligation set forth in the warranty documents listed above. Boeing, at its sole discretion, may extend Seller's full warranty of Product to its Customers at any time. Furthermore, Seller agrees to support the Product as long as any aircraft using or supported by the Product remains in service. 17.0 ADMINISTRATIVE MATTERS 17.1 ADMINISTRATIVE AUTHORITY For all matters requiring the approval or consent of either Party, such approval or consent shall be requested in writing and is not effective until given in writing by a person authorized to do so in the Administrative Agreement. With respect to Boeing, authority to grant approval or consent is limited to Boeing's Procurement Representative as provided in the Administrative Agreement. - 50 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 17.2 ADMINISTRATIVE AGREEMENT An Administrative Agreement is used for administrative matters not specifically addressed elsewhere and sets forth certain obligations of the Parties relating to the administration of the SBP, GTA and each Order. The Administrative Agreement is identified and incorporated in SBP Section 12.1 "Supporting Documentation". 18.0 OBLIGATION TO PURCHASE AND SELL Boeing and Seller agree that in consideration of the prices set forth in Attachment 1, Seller shall sell and deliver to Boeing and Boeing shall purchase from Seller all of Boeing's requirements for Products as set forth in SBP Section 3.0 and corresponding Products as required for Derivatives which shall be added to Attachment 1 during the period of performance for this SBP. Such Products shall be shipped at any scheduled rate of delivery in accordance with the terms of delivery as determined by Boeing, and Seller shall sell to Boeing and Boeing shall purchase exclusively from Seller Boeing's requirements of such Products during the term of this SBP, provided that, without limitation on Boeing's right to determine its requirements, Boeing shall not be obligated to issue an Order for any given Product and shall be relieved of its exclusivity obligations for that Product to the extent that Boeing has the right to cancel as provided in GTA Section 13.2.A. 18.1 REPLACEMENTS This Agreement contains no obligation for either Party relating to Replacement Aircraft. 19.0 STRATEGIC ALIGNMENT / SUBCONTRACTING With the exclusion of major end items as set forth in Attachment 1, Boeing may assign this SBP or any Order, in whole or in part, to a third party who is under an obligation to supply Boeing with components, kits, assemblies or systems that require the Seller's Product; Provided that such assignment shall not relieve Boeing of its obligations under this SBP or any Order. Seller may subcontract its obligations hereunder to a third party, subject to the terms of this SBP and provided that such subcontracting shall not relieve Seller of its obligations under this SBP or any Order. - 51 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 20.0 OWNERSHIP OF INTELLECTUAL PROPERTY 20.1 TECHNICAL WORK PRODUCT All technical work product, including to the extent protectible by ownership rights, but not limited to, ideas, information, data, documents, drawings, software, software documentation, software tools, designs, specifications, and processes produced by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to this SBP will be the exclusive property of Boeing and be delivered to Boeing promptly upon request. 20.2 INVENTIONS AND PATENTS 20.2.1 Subject to the provisions of paragraph 20.2.3, all inventions conceived by or for Seller on or after the effective date of this SBP, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to this SBP shall be owned by Seller, and any patents claiming such inventions (both domestic and foreign), will be the exclusive property of Seller. Nothing in this paragraph 20.2.1 shall abridge or modify Boeing's rights under 35 USC secs. 102 or 103 to inventions independently developed by or for Boeing on or after the effective date of this SBP. 20.2.2 Seller shall (i) use commercially reasonable efforts to promptly disclose to Boeing in written detail all inventions disclosed to Seller which were conceived prior to the effective date of this SBP ("Boeing Inventions") and (ii) shall, at Boeing's sole cost and expense, execute all papers, cooperate with Boeing, and perform all acts, reasonably requested by Boeing to assist Boeing in connection with the filing, prosecution, maintenance, or assignment of patents and patent applications claiming such Boeing Inventions. 20.2.3 Notwithstanding anything to the contrary in this SBP, all inventions conceived, developed, or first reduced to practice by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller, pursuant to this SBP ("SBP Inventions") that Boeing reasonably believes are applicable to, developed for, incorporated in or to be incorporated in the 787 ("SBP 787 Inventions"), and any patents claiming such inventions (both domestic and foreign) will, subject to paragraph 20.2.3 (b) below, be the exclusive property of Boeing. Seller will promptly disclose all SBP Inventions to Boeing in written detail. Boeing shall have 90 days in which to inform Seller in writing whether Boeing reasonably believes such SBP Inventions are SBP 787 Inventions, and further, which SBP 787 Inventions Boeing wishes to pursue patent protection on the SBP 787 Inventions. - 52 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 (a) In the event Boeing elects to pursue patent protection on the SBP 787 Inventions, Boeing shall bear the entire cost and expense and Seller shall execute all papers, cooperate with Boeing and perform all acts, reasonably requested by Boeing to assist Boeing in connection with the filing, prosecution, maintenance, or assignment of related patents or patent applications on behalf of Boeing. (b) In the event Boeing elects not to pursue patent protection on the SBP 787 Inventions, Seller shall have a period of 12 calendar months, commencing upon receipt of Boeing's notice to not pursue patent protection, in which to file a formal patent application under 35 USC sec. 111(a) or a formal application under the Patent Cooperation Treaty or, subject to the following sentence, a provisional patent application under 35 USC secs. 111(b) or 119(e) or other similar provisional filing permitted by other sovereigns. The filing of a provisional patent application or other similar provisional filing shall not qualify as the filing of a formal patent application for purposes of this subsection (b) unless Seller files a formal patent application within twelve (12) months after the filing of the provisional patent application In any event, Seller shall, prior to the date on which any such provisional patent application would be published, either abandon or file a formal patent application with respect to any provisional patent application. Seller shall bear the entire cost and expense of filing, prosecuting and maintaining any patents and patent applications so filed. (c) In the event Seller fails to file a formal patent application or abandons a patent application in the manner described in sub paragraph (b) above and Boeing has also elected not to pursue patent protection on said SBP 787 Inventions as described in subparagraph (a) above, the subject matter of said SBP 787 Inventions shall be held as a trade secret and shall be the sole and exclusive property of Boeing. 20.3 WORKS OF AUTHORSHIP AND COPYRIGHTS All works of authorship (including, but not limited to, documents, drawings, software, software documentation, software tools, photographs, video tapes, sound recordings and images) created by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to this SBP, together with all copyrights subsisting therein, will be the sole property of Boeing. To the extent permitted under United States copyright law, all such works will be works made for hire, with the copyrights therein vesting in Boeing. The copyrights in all other such works, including all of the exclusive rights therein, will be promptly transferred and formally assigned free of charge to Boeing. - 53 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 20.4 PRE-EXISTING INVENTIONS AND WORKS OF AUTHORSHIP Seller grants to Boeing, with the right of Boeing to sublicense the same to Boeing's subcontractors, suppliers, and customers in connection with Products or work being performed for Boeing, an irrevocable, nonexclusive, paid-up, worldwide license under any patents, copyrights, industrial designs and mask works (whether domestic or foreign) owned or controlled by Seller at any time and existing prior to or during the term of this SBP, but only to the extent that such patents or copyrights would otherwise interfere with Boeing's or Boeing's subcontractors', suppliers', or customers' use or enjoyment of Products or the work product, inventions, or works of authorship belonging to Boeing under this SBP. 21.0 SOFTWARE PROPRIETARY INFORMATION RIGHTS Seller hereby grants to Boeing a perpetual, nonexclusive, paid-up, worldwide license to reproduce, distribute copies of, perform publicly, display publicly, and make Seller intended derivative works from software included in or provided with or for Products (Software) and related information and materials (Software Documentation) as reasonably required by Boeing in connection with (1) the testing, certification, use, sale, or support of a Product, or the manufacture, testing, certification, use, sale, or support of any aircraft including and/or utilizing a Product, or (2) the design or acquisition of hardware or software intended to interface with Software. The license granted to Boeing under this SBP Section 21.0, also includes the right to grant sublicenses to Customers as reasonably required in connection with Customers' operation, maintenance, overhaul, and modification of any aircraft including and/or utilizing Software. All copies and Seller intended derivative works made pursuant to the foregoing license or any sublicense to a Customer will automatically become, subject to the foregoing license, the property of Boeing or Customer, and Boeing agrees to preserve Seller's copyright notice thereon to the extent that such a notice was included with the original Software and/or Software Documentation. Seller acknowledges that Boeing is the owner of all tangible copies of Software and Software Documentation provided to or made by Boeing or Customers pursuant to this SBP, and Seller hereby authorizes Boeing and Customers to dispose of, and to authorize the disposal of, the possession of any and all such copies by rental, lease, or lending, or by any other act or practice in the nature of rental, lease, or lending. 22.0 INFRINGEMENT Each Party will indemnify, defend, and hold harmless the other Party from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages, and/or including attorneys' fees and/or costs), liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including, but not limited to, any right in a patent, copyright, industrial design or - 54 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the use of the indemnifying Party's Proprietary Information and Materials in connection with the manufacture, sale or use of Products by the other Party or by Boeing's Customers. Each Party will duly notify the other Party of any such claim, suit or action in respect of which the notifying Party may be obligated to provide indemnification under this SBP Section 22.0; and the indemnifying Party will, at its own expense, fully defend such claim, suit or action on behalf of the indemnified Party and, if applicable, Boeing's Customers. Neither Party shall have any obligation under this SBP Section 22.0 with regard to any infringement arising from: (i) such Party's compliance with formal specifications issued by the other Party where infringement could not be avoided in complying with such specifications or (ii) use or sale of Products in combination with other items when such infringement would not have occurred from the use or sale of those Products solely for the purpose for which they were designed or sold by such Party. For purposes of this SBP Section 22.0 only, the term "Customer" shall not include the United States government; and the term "Party" shall include Boeing or Seller, as applicable, its subsidiaries and all officers, agents and employees of Boeing or Seller, as applicable, or any of its subsidiaries. 23.0 DIGITIZATION OF PROPRIETARY INFORMATION AND MATERIALS Seller grants to Boeing a license under Seller's copyrights for the purpose of converting Seller's Proprietary Information and Materials to a digital format ("Digital Materials") and making such Digital Materials available to its employees for company internal use through a computer data base system solely in connection with the use of the Products as permitted by Boeing's license rights in the underlying Seller Proprietary Information and Materials. Except as otherwise specifically agreed to in writing by the Parties, said license set forth hereunder shall survive termination or cancellation of this SBP relative to Digital Materials included in Boeing's computer data base system prior to receipt of such notice of termination or cancellation. 24.0 CONFIGURATION CONTROL Seller agrees not to make any change in materials or design details which would affect the Product or any component part thereof except as may be provided for in SBP Attachment 4 without prior written approval, not to be unreasonably withheld or delayed, of Boeing. If such approval is granted, all part numbers and the originals of all drawings and data shall be revised accordingly. Seller will use commercially reasonable efforts to place the above requirement in all its subcontracts for supplier identified purchased equipment which it enters into after the date hereof, whether such equipment is supplied to Seller as an end item or as a component part of an end item. 25.0 RESERVED - 55 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 26.0 ON-SITE SUPPORT 26.1 INDEMNIFICATION NEGLIGENCE OF SELLER OR SUBCONTRACTOR Seller shall indemnify and hold harmless Boeing , its subsidiaries, and their directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever for property damage, personal injury, or death (including without limitation injury to or death of employees of Seller or any subcontractor thereof) and expenses, costs of litigation and counsel fees related thereto or arising out of or in any way related to this Agreement t, the performance thereof by Seller or any subcontractor thereof , including without limitation the provision of services, personnel, facilities, equipment, support, supervision, or review which occurs while Seller's employees are on premises owned or controlled by Boeing. The foregoing indemnity shall apply only to the extent of the negligence of Seller, any subcontractor thereof, or their respective employees. In no event shall Seller's obligations hereunder be limited to the extent of any insurance available to or provided by the Seller or any subcontractor thereof. Seller expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this paragraph. Boeing shall indemnify and hold harmless Seller, its subsidiaries, and their directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever for property damage, personal injury, or death (including without limitation injury to or death of employees of Boeing or any subcontractor thereof) and expenses, costs of litigation and counsel fees related thereto or arising out of or in any way related to this Agreement , the performance thereof by Boeing or any subcontractor thereof , including without limitation the provision of services, personnel, facilities, equipment, support, supervision, or review which occurs while Boeing's employees are on premises owned or controlled by Seller. The foregoing indemnity shall apply only to the extent of the negligence of Boeing, any subcontractor thereof, or their respective employees. In no event shall Boeing's obligations hereunder be limited to the extent of any insurance available to or provided by Boeing or any subcontractor thereof. Boeing expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this paragraph. This SBP Section 26.1 applies in lieu of GTA Section 5.3. 26.2 COMMERCIAL GENERAL LIABILITY If Seller or any subcontractor thereof will be performing work on Boeing premises, Seller shall carry and maintain, and ensure that all subcontractors or suppliers thereof carry and maintain, throughout the period when work is performed and until final acceptance by Boeing, Commercial General Liability - 56 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 insurance with available limits of not less than One Million Dollars ($l,000,000) per occurrence for bodily injury and property damage combined. 26.3 AUTOMOBILE LIABILITY If licensed vehicles will be used in connection with the performance of the work, Seller shall carry and maintain, and ensure that any subcontractor thereof who uses a licensed vehicle in connection with the performance of the work carries and maintains, throughout the period when work is performed and until final acceptance by Boeing, Business Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed, or otherwise, with available limits of not less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. 26.4 WORKERS' COMPENSATION Throughout the period when work is performed and until final acceptance by Boeing, Seller shall, and ensure that any subcontractor thereof shall, cover or maintain insurance in accordance with the applicable laws relating to Workers' Compensation with respect to all of their respective employees working on or about Boeing premises. If Boeing is required by any applicable law to pay any Workers' Compensation premiums with respect to an employee of Seller or any subcontractor, Seller shall reimburse Boeing for such payment. Notwithstanding such insurance requirement above, in this SBP section 26.4 Seller shall be allowed to self insure; in compliance with applicable state law. 26.5 CERTIFICATES OF INSURANCE Prior to commencement of the work Seller shall provide for Boeing review and approval, not to be unreasonable withheld or delayed. Certificates of Insurance reflecting full compliance with the requirements set forth in SBP Section 26.2 "Commercial General Liability", SBP Section 26.3 "Automobile Liability" and, SBP Section 26.3 "Workers' Compensation". Such certificates shall be kept current and in compliance throughout the period when work is being performed and until final acceptance by Boeing, and shall provide for thirty (30) days advance written notice to Boeing in the event of cancellation. Failure of Seller or any subcontractor thereof to furnish Certificates of Insurance, or to procure and maintain the insurance required herein or failure of Boeing to request such certificates, endorsements or other proof of coverage shall not constitute a waiver of the respective Seller's or subcontractor's obligations hereunder. 26.6 SELF-ASSUMPTION Any self-insured retention, deductibles, and exclusions in coverage in the policies required under this Section 26.0 shall be assumed by, for the account of, and at the sole risk of Seller or the subcontractor, which provides the insurance, and to the extent applicable shall be paid by such Seller or subcontractor. In no event - 57 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 shall the liability of Seller or any subcontractor thereof be limited to the extent of any of the minimum limits of insurance required herein. 26.7 PROTECTION OF PROPERTY Seller assumes, and shall ensure that all subcontractors or suppliers thereof and their respective employees assume, the risk of loss or destruction of or damage to any property of such Parties whether owned, hired, rented, borrowed, or otherwise. Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Boeing, its subsidiaries, and their respective directors, officers, employees, and agents for any such loss or destruction of or damage to any property of Seller, any subcontractor, or their respective employees, other than for any such loss, destruction or damage resulting from the negligence or willful misconduct of Boeing, any of its subsidiaries, or any of their respective directors, officers, employees or agents.. At all times Seller shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Boeing property. If any such property is damaged by the fault, negligence, or willful misconduct of Seller or any subcontractor thereof, Seller shall, at no cost to Boeing, promptly and equitably reimburse Boeing for such damage or repair or otherwise make good such property to Boeing's satisfaction. If Seller fails to do so, Boeing may do so and recover from Seller the cost thereof. 26.8 COMPLIANCE WITH BOEING SITE REQUIREMENTS In the event the Seller or Seller's Subcontractor(s) performs any aspect of an applicable GTA, SBP or Order on property owned, operated, leased, or controlled by Boeing (hereinafter "On-Site Work"), Seller agrees to comply with Boeing's environmental, safety and health requirements. These are the same provisions with which Boeing employees must comply. In the event Boeing or Boeing's subcontractor(s) performs any aspect of an applicable GTA, SBP or Order on property owned, operated, leased, or controlled by Seller, Boeing agrees to comply with Seller's environmental, safety and health requirements. These are the same provisions with which Seller's employees must comply. 27.0 RESERVED 28.0 DELIVERY - TITLE AND RISK OF LOSS 28.1 TITLE AND RISK OF LOSS Without diminishing the obligations of Seller under this SBP, title to and risk of any loss of, or damage to, all Products (except for Tooling) shall pass from Seller to Boeing upon delivery as set forth in SBP Section 3.4.2 (Delivery Point and Schedule), except for loss or damage to the extent resulting from Seller's fault, negligence, willful misconduct or failure to comply with the material terms of this - 58 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP. Passing of title on delivery shall not constitute final acceptance of such Products by Boeing. Notwithstanding the provisions of this SBP Section 28.1, and without diminishing Seller's obligations under this SBP, risk of any loss of, or damage to, all Existing Tooling and New Tooling (except for Common-Use Tooling) shall pass from Seller to Boeing upon delivery as set forth in Section 3.4.2 (Delivery Point and Schedule), except for loss or damage to the extent resulting from Seller's fault or negligence or failure to comply with the terms of this SBP. 29.0 RESERVED 30.0 CUSTOMER CONTACT Boeing is responsible for all contact with Customers regarding the Program, Program Airplanes and Derivatives and any other Boeing model aircraft programs. Seller shall not make any contact with actual or potential Customers on the subject of the Program, Program Airplanes or Derivatives without Boeing's prior written consent, not to be unreasonable withheld or delayed; and Seller shall respond to any inquiry from actual or potential Customers regarding the Program, Program Airplanes or Derivatives by requesting that the inquiry be directed to Boeing. Seller shall, concurrently with such response, advise Boeing of such inquiry. 31.0 RESERVED 31.1 INTEREST ON OVERDUE AMOUNTS If Seller or Boeing shall fail to pay when and as due any amount payable hereunder, such amount shall bear interest, payable on demand, at the per annum rate announced by Citibank, New York, New York, as its prime rate on the last working day of the month in which such amount becomes due. 32.0 SURVIVAL Without limiting any other survival provision contained herein and notwithstanding any other provision of this SBP or the GTA to the contrary, the representations, covenants, agreements and obligations of the Parties set forth in GTA Section 12.3 "Seller's Claim", GTA Section 16.0 "Termination or Wrongful Cancellation", GTA Section 18.0 "Responsibility for Property", GTA Section 20.0 "Proprietary Information and Items", GTA Section 24.0 "Boeing's Rights in Seller's Patents, Copyrights, Trade Secrets and Tooling", GTA Section 29.0 "Non-Waiver/Partial Invalidity", GTA Section 38.0 "Applicable Law", GTA Section 39.0 "Order of Precedence", this SBP Section 32.0 "Survival", SBP Sections 3.5 "Product Support and Miscellaneous Work", SBP Section 13.0 "Order of Precedence", SBP Section 15.0 "Applicable Law", SBP Section 16.0 "Product Support and Assurance", SBP Section 20.0 "Intellectual Property", SBP Section - 59 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 22.0 "Infringement", and SBP Section 26.0 "Insurance for On-Site Support" (if applicable), shall survive any cancellation, termination or expiration of this SBP, any assignment of this SBP or any payment and performance of any or all of the other obligations of the Parties hereunder. Termination or cancellation of any part of this SBP shall not alter or affect any part of this SBP which has not been terminated or cancelled. 33.0 INVENTORY AT CONTRACT COMPLETION Subsequent to Seller's last delivery of Product(s), which contain, convey, embody or were manufactured in accordance with or by reference to Boeing's Proprietary Information or Materials, including but not limited to finished goods, work-in-process and detail components (hereafter "Inventory") which are in excess of Order quantity may be made available to Boeing for purchase. Seller may be entitled to keep such inventory for other Boeing approved purposes. In the event Boeing, in its sole discretion, elects not to purchase the Inventory, Seller may keep and sell such Inventory, under the terms of its spares supplemental license agreement with Boeing, as long as that supplemental license agreement is in good standing. If Seller's spares supplemental license agreement has been terminated or cancelled, Seller shall scrap the Inventory. Prior to scrapping the Inventory, Seller shall mutilate or render it unusable. Seller shall maintain, pursuant to their quality assurance system, records certifying destruction of the applicable Inventory. Said certification shall state the method and date of mutilation and destruction of the subject Inventory. Boeing or applicable regulatory agencies shall have the right to review and inspect these records at any time it deems necessary. In the event Seller elects to maintain the Inventory, Seller shall maintain accountability for the Inventory and Seller shall not sell or provide the Inventory to any third party without prior specific written authorization from Boeing. Failure to comply with these requirements shall be a material breach and grounds for default pursuant to GTA Section 13.0. Nothing in this SBP Section 33.0 prohibits Seller from making legal sales directly to the United States of America government. 34.0 SELLER ASSISTANCE In accordance with GTA Section 12.2 and GTA Section 13.2 Boeing may, by written notice to Seller, require Seller to transfer to Boeing or to Boeing's designee title (to the extent not previously transferred) to certain (i) Contractor-Use Tooling, Common-Use Tooling and other Tooling, (ii) Transportation Devices, (iii) Boeing Furnished Material, (iv) raw materials, parts, work-in-process, incomplete or completed assemblies, and all other Products or parts thereof in the possession or under the effective control of Seller or any of its subcontractors, and (v) Proprietary Information of Boeing, including, without limitation, planning data, Product Definition, Drawings and other Proprietary Information relating to the design, production, maintenance, repair and use of all Products and Contractor-Use Tooling and Common-Use Tooling, in the possession or under the effective control of Seller or any of its subcontractors, in each case free and clear of all liens, claims or other rights of any Person. Seller - 60 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 shall immediately transfer and deliver, and cause each of its subcontractors to transfer and deliver, any or all of the aforesaid items in accordance with any written notice or notices given hereunder by Boeing to Seller, notwithstanding any event or circumstance whatsoever, including, without limitation, any claim or dispute Seller may assert in connection with a termination of this SBP or any payment for any such items. If Boeing shall require Seller to transfer and deliver to Boeing or Boeing's designee any of the aforesaid items, Seller shall cooperate with and shall assist Boeing in developing and implementing plans to transfer the production of Products and provision of services to Boeing, or to any other Person designated by Boeing, in an expeditious and orderly manner and will take such other steps to assist Boeing as Boeing may request in good faith, all for the purpose of maintaining, or attempting to maintain as nearly as may be possible, production of Program Airplanes and Derivatives in accordance with Boeing's schedule of delivery of Program Airplanes and Derivatives to Customers. Boeing will bear the reasonable costs associated with such cooperation, assistance and other steps except following an Event of Default in which case Seller shall bear such reasonable costs. Following an Event of Default, Boeing and Seller acknowledge that the Program, and Boeing's ability to sell and deliver Program Airplanes and Derivatives to Customers, will be substantially impaired if Seller delays, for any reason, its performance under this SBP Section 34.0. Boeing and Seller also acknowledge that Seller's assistance hereunder in the event of a cancellation, in whole or in part, of this SBP will be of fundamental significance to reduce incidental, consequential or other damages to Boeing. Consequently, Seller shall transfer and deliver to Boeing any or all of the aforesaid items notwithstanding any dispute or claim that Seller may have against Boeing. Seller shall not delay its performance under this SBP Section 34.0 by any action, including, without limitation, any judicial or other proceeding, or by any failure to act. Seller hereby authorizes Boeing or its representatives to enter upon its, or any of Seller's subcontractors (Seller shall obtain from its subcontractors Boeing's right to so enter and act), premises at any time during regular business hours upon one (1) day's advance written notice, for the limited purpose of taking physical possession of any or all of the aforesaid items. At the request of Boeing, Seller shall promptly provide to Boeing a detailed list of such items, including the location thereof, and shall catalog, crate, package, mark and ship such items expeditiously and in an orderly manner and otherwise in the manner requested by Boeing, which request may specify incremental or priority shipping of certain items. Seller shall, if instructed by Boeing, store or dispose of any or all of the aforesaid items in any reasonable manner requested by Boeing. 35.0 NONRECURRING WORK TRANSFER Following an Event of Default, Program Cancellation, expiration of this SBP or the termination of this SBP by mutual agreement of the Parties, Seller agrees to transfer to Boeing all Nonrecurring Work relating to the affected Program, or if this SBP is cancelled, all Non-Recurring Work set forth in SBP Section 3.3 "Nonrecurring Work". - 61 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 36.0 DISPOSITION OF TOOLING In the event Boeing exercises its rights under GTA Section 12.0, GTA Section 13.0 or SBP Section 34.0, Seller shall transfer and deliver to Boeing any and all Tooling that must be transferred and delivered pursuant to GTA Section 12.0, GTA Section 13.0 or SBP Section 34.0 free and clear of any and all liens, claims or rights of any third party. 37.0 CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT) C-TPAT is an initiative between business and government to protect global commerce from terrorism and increase the efficiencies of global transportation. The program calls for importers, carriers and brokers to establish policies to enhance their own security practices and those of their business partners involved in their supply chain. Such practices may include but are not limited to the following: Procedural Security - Procedures in place to protect against unmanifested material being introduced into the supply chain - Physical Security - Buildings constructed to resist intrusion, perimeter fences, locking devices, and adequate lighting; Access Controls - Positive identification of all employees, visitors and suppliers; Personnel Security - Employment screening, background checks and application verifications Education and Training Awareness - Security awareness training, incentives for participation in security controls Seller agrees to work with Boeing and appropriate industry and governmental agencies, as necessary, to develop and implement policies and procedures consistent with the C-TPAT initiative to ensure the safe and secure transport of Products under this SBP. 38.0 ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS Seller shall implement an environmental management system ("EMS") and health and safety management system ("HSMS") with respect to its performance under this SBP; and insert, in any of its subcontractor and supplier contracts for performance of Seller's obligations under this SBP, provisions substantially similar to this SBP Section 38.0 and GTA Section 21.0 (Compliance with Laws). - 62 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. Boeing / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 EXECUTED in duplicate as of the date and year first set forth above by the duly authorized representatives of the Parties. BOEING SELLER THE BOEING COMPANY Spirit AeroSystems Inc. Boeing Commercial Airplanes /s/ John Borst /s/ Nigel Wright - ---------------- ------------------ Name: John Borst Name: Nigel Wright Title: Director-Asset Management Title: VP, Secretary & Treasurer Date: June 16, 2005 Date: June 16, 2005 - 63 - Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. SBP ATTACHMENT 1 TO SPECIAL BUSINESS PROVISIONS WORK STATEMENT AND PRICING (Reference SBP Sections 3.2.1, 3.3.4.1, 3.4.4, 4.1, 4.8.2, 7.2, 7.2.1, 7.10.1, 12.6.1, 18.0) FOR PURPOSES OF SBP Section 18.0, "OBLIGATION TO PURCHASE AND SELL" Boeing shall be defined as the following organizations, divisions, groups or entities: BCA Supply Management and Procurement; The Boeing Company, Seattle, WA THE PRICE FOR PRODUCTS TO BE DELIVERED ON OR BEFORE THE EIGHTH ANNIVERSARY OF THE FIRST DAY OF THE MONTH IN WHICH BOTH PARTIES FULLY EXECUTE THIS SBP EXCEPT AS OTHERWISE NOTED BELOW WILL BE AS FOLLOWS: Period 1 TBD Period 5 TBD Period 2 TBD Period 6 TBD Period 3 TBD Period 7 TBD Period 4 TBD Period 8 TBD
ATTACHMENT 1 STEP DOWN PRICING IS FROM BASE YEAR. - - [NOTE: THE TOTAL VALUE REFLECTED IN ATTACHMENT 1 (SOW) IS INTENDED TO REPRESENT THE TOTAL LLOYD SITE SOW (BCA PRODUCTION) AND TOTAL PRICE ON JUNE 16, 2005 PER THE ESTABLISHED 2003 BASELINE. IF A DISPARITY IS IDENTIFIED BETWEEN ATTACHMENTS 1 SOW AND THE ACTUAL LLOYD SITE SOW, ATTACHMENT 1 WILL BE REVISED TO REFLECT THE CHANGE AND THE SUMMARY VALUE WILL BE RE-SPREAD AMONG THE REVISED SOW. THIS ATTACHMENT WILL CONTINUE TO BE REVISED THROUGH THE TRANSITION PERIOD TO REFLECT ANY CHANGE TO THE 2003 BASELINE VALUES AND/OR PART NUMBERS. ITEMS MARKED AS LMI'S ARE BEING FURTHER DEFINED AS BOEING PART NUMBERS (PART NUMBERS MAY BE ONE-TO-ONE OR ONE-TO-MANY AFTER CONVERSION), ENGINEERING CHANGES, PART NUMBER ROLLS, UN-IDENTIFIED PARTS MAY BE ADDED/DELETED TO THE SOW TO ENSURE A CLEAN STATEMENT OF WORK, AND ANY WORK TRANSFER ACTIVITY IDENTIFIED (IE..737 HORIZONTAL/VERTICAL STABILIZERS, 737 TAIL CONE, ETC.) WILL BE DELETED FROM THIS SBP UPON THE WORK TRANSFER DATE. SELLER WILL CONTINUE TO SUPPORT BOEING REQUIREMENTS FOR THESE PRODUCTS UNTIL SUCCESSFULLY TRANSFERRED TO ANOTHER PARTY. - - "Boeing and Seller agree that Attachment 1 prices will be set such that: (i) when the prices are applied to the parts in the bill of material for any minor model type listed on Schedule A [this is to be the agreed minor model pricing sheet], the shipset price for such minor model will equal the amount set forth on Schedule A unless mutually agreed by Boeing and Seller as provided for below; (ii) the shipset price per minor model set forth on Schedule A is to be allocated to component parts incorporated into such shipset proportionately to the part pricing information contained in Boeing's enterprise resource planning (ERP) system, with the proviso that any part that is common to two or more minor models will bear a single price irrespective of the minor model for which it is intended to be used; and (iii) to the extent that the proviso in subclause (ii) would result in the bill of material pricing for any minor model not aggregating to the Schedule A price, then the excess or deficiency is to be allocated among parts that are unique to such minor model, proportionately to the part pricing information for such unique parts contained in Boeing's ERP system. Boeing and Seller agree to use their best efforts to set Attachment 1 prices on the foregoing basis within 10 calendar days following the date on which the APA is signed. If within this 10 day period a price allocation methodology acceptable to both Boeing and Seller is Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 developed that aligns final Attachment 1 part prices to the proportionate part pricing in Boeing's ERP system more closely than the foregoing basis, this revised methodology will be referred to a committee comprised of any four of John Borst, Bryan Gerard, Luis Valdes, Seth Mersky, and Nigel Wright. If for any reason Boeing and Seller have not completed an Attachment 1 acceptable to both Parties within 10 calendar days from the date on which the APA is signed, all associated issues will be referred to such committee. Any decision of such committee must be made unanimously to be valid. When prices are established in accordance with the foregoing, this Attachment 1 will be updated accordingly."] The following pages provide detailed part numbers and pricing for each year. [Note: Attachment 1 Parts and Prices provided under separate file due to size.] ATTACHMENT 1 SCHEDULE A Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. WITCHITA SITE [*****] [*****] - ---------- ------------ [*****] [*****] $ [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
TULSA AND MCALESTER SITES [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 2 TO SPECIAL BUSINESS PROVISIONS PRODUCTION ARTICLE DEFINITION AND CONTRACT CHANGE NOTICES (Reference SBP Section 3.3.2.1, 3.3.2.2, 3.3.4.6, 3.4.1) A. Configuration The configuration of each Production Article shall be as described in the latest released Supplier Specification Plan (SSP) revision in the Order and/or in the Contract Change Notices listed in Paragraph B below as such Contract Change Notices relate to the configuration of any Production Article: B. Contract Change Notices The following Contract Change Notices are hereby incorporated into this SBP. Amendment 1 incorporates: 1 2 4 5 6 rev A 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 67 68 69 70R1 71 71 rev A 72 73 74 75 76 rev A 77 78 79 80 81 83 84 85 86 87 88 89 91 92 92 (dup #) 93 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 117 118 119 120 121 122 123 124 125 127
Attachment 2 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 3 TO SPECIAL BUSINESS PROVISIONS RESERVED Attachment 3 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 4 TO SPECIAL BUSINESS PROVISIONS ADDITIONAL STATEMENT OF WORK (Reference SBP Section 3.3.1.1, 3.3.2.1, 3.3.3, 3.4.5, 3.4.8) A. Sustaining Engineering Delegation Statement of Work Seller's responsibilities as they relate to Sustaining Engineering Delegation work for the products included in this Special Business Provisions are defined in Boeing Document D6-83323. This Document includes summary matrices depicting the Engineering Delegation requirements for each product commodity and a Responsibility, Authority and Accountability (RAA) Document. The baseline as of the date hereof shall be D6-83323 Rev. New signed January 21, 2005 which will be subject to periodic update. D6-83323 is a summary of the Engineering Delegation requirements for sustaining products that are part of this SBP and included in the part pricing in Attachment 1. All costs associated with Seller Engineering responsibility as described within D6-83323 with the exception of Fleet Support or as provided for below are included within Attachment 1 pricing for sustaining programs and will not be subject to additional payment from Boeing. In addition, Boeing and Seller responsibilities related to the 737MMA program are defined in the 737MMA BCA/IDS Working Together Agreement signed December 2004 by R.K. Gardner, J.L. Turner and A.M. Parasida. All activities and responsibilities identified for "BCA - Wichita" within this document will be the responsibility of Seller. Product development projects in work at Boeing's Wichita Division that have been selected for inclusion in this SBP as of the date hereof are outlined in Section B of this Attachment 4. Section B.1 includes those major re-design efforts that support Derivative aircraft and will be subject to non-recurring engineering payments according to the terms of SBP 5.2.1. The level of effort expended by Boeing on these development projects prior to June 16, 2005 will not be included in such non-recurring engineering payments to Seller. Section B.2 includes a list of known projects that will be subject to such non-recurring engineering payments only after the threshold for embedded engineering support as described below has been exceeded. For future product development projects, a determination will be made as to whether (i) a requirement for production hardware associated with this developmental effort is anticipated; and (ii) the production hardware resulting from this developmental effort is either a change to or a derivative of the current Attachment 1 Statement of Work. If these conditions are not met then the development projects should not be added to Attachment 4 and instead, should be covered by the Services Agreement. If these conditions are met, these projects will be added to Section B.1 or B.2 of Attachment 4. Those projects that support Derivative aircraft or where applicable, BCA aircraft delivered to IDS, will be added to B.1 and will be subject to non-recurring payments. Those projects that support changes to the then existing Attachment 1 statement of work will be added to B.2 and not be subject to additional non-recurring payment until the sustaining engineering threshold for the program appropriate for each project has been exceeded. Only Boeing initiated PRR changes will apply towards these Attachment 4 - Page 1 of 3 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 thresholds and will be eligible for additional non-recurring payment once the thresholds have been exceeded. Customer Introductions and Master Changes are Seller's responsibility and will not be subject to additional non-recurring payment. In addition, only those Boeing initiated PRR changes with an impact to Seller that exceeds [*****] engineering hours per change will apply towards these thresholds. PRR changes that do not result in a minimum impact of [*****] engineering hours per change to Seller will not apply towards the threshold and will not be subject to additional non-recurring payment. The baseline threshold for each program is identified below. These program engineering thresholds will be adjusted annually to reflect changes in delivery rates for each program. Baseline PRR Engineering Thresholds - 737 - [*****] hours - 747 - [*****] hours - 767 - [*****] hours - 777 - [*****] hours When these thresholds are divided by the 2003 airplane deliveries for each respective model it yields the following ratios of engineering hours per airplane by program. 2003 Airplane Deliveries by Program - 737 - 173 airplanes - 747 - 19 airplanes - 767 - 24 airplanes - 777 - 39 airplanes PRR Engineering Thresholds per Airplane - 737 - [*****] hours - 747 - [*****] hours - 767 - [*****] hours - 777 - [*****] hours Each year, an adjustment will be made concurrent with the quantity based price adjustment process outlined within Attachment 20 to establish the appropriate threshold for each program for the following year. To calculate the new threshold, the PRR Engineering Thresholds per Airplane as identified above will be multiplied by [*****] (beta factor) times the change in delivery rates by program for the target year vs. 2003 Airplane Deliveries by Program. This value will then be added to (or subtracted from) the Baseline PRR Engineering Thresholds. In other words, the PRR Engineering Threshold for any given year will be increased (or decreased) by [*****] of the variation in airplane deliveries by program for that year versus 2003 airplane deliveries. For those projects added to B.1, Seller will provide up to [*****] hours in the aggregate of engineering support per project at no charge to Boeing. This support will include but shall not be limited to technical consultation, work statement development and schedule development. Attachment 4 - Page 2 of 3 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. B. Product Development Projects in work at Boeing's Wichita Division B.1 Product Development Projects Subject to Non-Recurring Engineering Payments The following list of product development projects will be subject to non-recurring engineering payments according to the terms of SBP 5.2.1. The level of effort expended by Boeing on these development projects prior to June 16, 2005 will not be included in such non-recurring engineering payments. - 737 Short Field Landing Performance - 737-900X - 737-800MMA - 737 Wedgetail - 747-8 - 777-200LR Freighter B.2 Projects Not Subject to Non-Recurring Engineering Payments The following is a list of known projects that will not be subject to non-recurring engineering payments until the thresholds identified above have been exceeded. - [*****] - [*****] - [*****] - [*****] - [*****] - SFAR 88 - [*****] - [*****] - [*****] - [*****] - [*****] Attachment 4 - Page 3 of 3 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 5 TO SPECIAL BUSINESS PROVISIONS RATES AND FACTORS (Reference SBP Section 7) The following Rates will be utilized for changes to Material, Outside Processing and Touch Labor. All other costs and profit are part of the Wrap Rates fixed for life of contract. COST ITEM FACTOR OR RATE Direct Engineering: [*****] Engineering, Planning, N/C Programming, & Tool Design are to be billed at this rate Does not include Engineering Management which is an Indirect Cost Direct Manufacturing Labor: [*****] Basic Factory Labor and Quality Assurance are to be billed at this rate Direct Support Costs are included as an Indirect Cost and part of the rate also Direct Material/Outside Processing/Non-Labor: [*****] Attachment 5 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 6 TO SPECIAL BUSINESS PROVISIONS LEAD TIME MATRIX - ACCEL / DECEL (Reference Section 7.5) LEAD TIME MATRIX MONTHS FROM AUTHORIZATION TO PROCEED TO F.O.B. SELLER'S PLANT 737 747 767 777 Structures S/N Structures S/N Structures S/N Structures S/N ---------- ------- ---------- ------- ---------- ------- ---------- ------- FORWARD BUY AUTHORIZATION [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] ORDER BASE EXTENSION [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] RATE INCREASE [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] RATE DECREASE [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] CUSTOMER INTRODUCTION [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] CUSTOMER REORDER [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] CUSTOMER REFIRE [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] CUSTOMER DEIMPLEMENTATION [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
LEAD TIME IN MONTHS IS FROM AUTHORIZATION TO PROCEED TO F.O.B. SELLER'S PLANT. Attachment 6 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 7 TO SPECIAL BUSINESS PROVISIONS INDENTURED PRICED PARTS LIST FOR POA'S (SELLER TO SUBMIT TO BOEING WITHIN 60 DAYS OF CONTRACT SIGNING) A. INDENTURE PRICED PARTS LIST (Reference SBP 3.3.2.1, 3.3.4.6, 4.2.1, 4.4, 4.5, 4.6, 12.14.1) B. FOR POA's (1) Shipset Reorder Unit Price [*****] Part No. Quantity Lead Time (per "A" above) - -------- -------- --------- --------------- Attachment 7 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 8 TO SPECIAL BUSINESS PROVISIONS SELLER DATA SUBMITTALS (Reference SBP 9.0, 3.5.3) EXAMPLES 1. Program Status Reports (as requested by Boeing) Seller's program progress reports, highlighting significant accomplishments and critical program issues, etc. 2. Product Definition Milestone Schedule (as requested by Boeing) Seller's Product Definition schedule depicting key milestone events to support program requirements. 3. Manufacturing Milestone Schedule (as requested by Boeing) Seller's manufacturing schedule depicting key milestone events to support program requirements. 4. Certified Tool List Seller's Certified Tool Lists for identifying all accountable tools, including any subsequent new, reworked or re-identified tools affecting the first production spares Product. . 5. Problem Reports (as required) Seller's written notification to Boeing of program problems, potential program impact and corrective action. . 6. Total Cost Management System Plan Annually Seller will submit a TCMS plan as required under SBP Section 7.6 Attachment 8 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 9 TO SPECIAL BUSINESS PROVISIONS RESERVED Attachment 9 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 10 TO SPECIAL BUSINESS PROVISIONS QUALITY ASSURANCE REQUIREMENTS All work performed under this SBP shall be in accordance with the following: A10.1 QUALITY SYSTEM A. Document AS/EN/JISQ 9100, "Quality Systems - Aerospace - Model for Quality Assurance in Design, Development, Production, Installation and Servicing" as may be revised from time to time, which are incorporated herein and made a part hereof by this reference. B. Document D6-82479, "Boeing Quality Management System Requirements for Suppliers - Appendix A - Quality Management System" as amended from time to time, which is incorporated herein and made a part hereof by this reference. C. Document D6-82479, "Boeing Quality Management System Requirements for Suppliers - Addendum 1 - Advanced Quality System for Product and Process Improvement" as amended from time to time, which is incorporated herein and made a part hereof by this reference. A10.2 COMMON QUALITY PURCHASING DATA AND BUSINESS REQUIREMENTS A10.2.1 SELLER ANNUAL INTERNAL QUALITY AUDIT At least annually, the Seller shall conduct an internal audit to ensure compliance to their quality system and the controlling quality assurance document. A10.2.2 CHANGE IN QUALITY MANAGEMENT REPRESENTATIVE The Seller shall promptly notify Boeing of any changes in the management representative with assigned responsibility and authority for the quality system A10.2.3 ENGLISH LANGUAGE When specifically requested by Boeing, Seller shall make specified quality data and/or approved design data available in the English language. The Seller shall maintain an English language translation of (1) its quality manual, and (2) an index of all other Seller procedures that contain quality requirements. Boeing may require the Seller to translate additional documentation. Attachment 10 - Page 1 of 7 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 A10.2.4 CHANGES TO QUALITY SYSTEM The Seller shall immediately notify Boeing in writing of any change to the quality control system that may affect the inspection, conformity or airworthiness of the Product. After the issue of initial Boeing quality system approval, each change to the quality control system is subject to review by Boeing. A10.2.5 SUPPLIER QUALITY PERFORMANCE If Seller fails to achieve and maintain 98% site quality acceptance rate, which is a prerequisite for delegated inspection authority awarded at Boeing's discretion, the Seller shall be responsible for one or more of the following as directed by Boeing: A. Obtaining source inspection from a Boeing-qualified contractor at Seller's own expense; B. Reimbursing Boeing for reasonable Boeing costs incurred at the point of manufacture (i.e. Seller's site) to verify product conformance; C. Reimburse Boeing for reasonable Boeing costs incurred at the point of receipt to verify product conformance. The site quality acceptance rate is a calculation of the ratio of acceptable units delivered to the total units delivered, or an alternate criteria quality acceptance rating, equivalent to 98% as defined by the contracting Boeing site(s). A10.2.6 EXCESS INVENTORY The Seller shall strictly control all inventory of Boeing proprietary product that is in excess of contract quantity in order to prevent product from being sold or provided to any third party without prior written authorization from Boeing. A10.2.7 AEROSPACE QUALITY MANAGEMENT SYSTEM (AQMS) CERTIFICATION Boeing recognition of Seller's AQMS certification/registration does not affect the right of Boeing to conduct audits and issue findings at the Seller's facility. Boeing reserves the right to provide Boeing-identified quality system findings, associated quality system data, and quality performance data to the Seller's Certification /Registration Board (CRB.) Seller shall ensure the following relative to AQMS certification: Attachment 10 - Page 2 of 7 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 A10.2.7.1 ACCREDITATION OF CERTIFICATION/REGISTRATION BODY The certification/registration body (CRB) is accredited to perform aerospace quality management system (AQMS) assessments. The CRB must use approved auditors and operate in accordance with the corresponding International Aerospace Quality Group (IAQG) certification/registration scheme. NOTE: IAQG sanctioned certification/registration schemes include but are not limited to AIR 5359, SJAC 9010, TS157, etc. Reference IAQG website for listing of accredited CRBs: http://www.iaqg.sae.org/servlets/index?PORTAL_CODE=IAQG A10.2.7.2 RECORDS OF CERTIFICATION/REGISTRATION The seller maintains objective evidence of CRB certification/registration on file at Seller's facility. Objective evidence shall include: a. The accredited AQMS certificate(s) of registration; b. The audit report(s), including all information pertaining to the audit results in accordance with the applicable certification/registration scheme; c. Copies of all CRB finding(s), objective evidence of acceptance of corrective action(s), and closure of the finding(s). NOTE: Certification records shall be maintained in accordance with Boeing specified contractual quality record retention requirements. A10.2.7.3 RIGHT OF ACCESS TO CRB The CRB services agreement provides for "right of access" to all CRB records by Boeing, applicable accreditation body, applicable Registrar Management Committee (RMC) and other regulatory or government bodies for the purpose of verifying CRB certification/registration criteria and methods are in accordance with the applicable IAQG certification/registration scheme. A10.2.7.4 AUDIT RESULTS/DATA REPORTING TO IAQG The CRB has Seller's written permission to provide audit results/data to IAQG membership as required by the applicable IAQG certification/registration scheme. Attachment 10 - Page 3 of 7 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 A10.2.7.5 NOTIFICATION TO BOEING OF CHANGE IN STATUS Boeing is immediately notified in writing should the Seller's certification/registration be suspended or withdrawn, or accreditation status of Seller's CRB be withdrawn. Send email notification to ***@***. A10.2.7.6 PROVISION OF BOEING QUALITY DATA TO CRB Boeing-identified findings and Seller's quality performance data is provided to the CRB during certification/registration and surveillance activity. A10.2.7.7 CRB ACCESS TO PROPRIETARY DATA CRB shall be provided access to applicable proprietary data (including Boeing proprietary data) to the extent necessary to assess Seller's compliance to AQMS requirements. CRB shall agree to keep confidential and protect Boeing proprietary information under terms no less stringent than Seller's contractual agreement with Boeing. Seller will assure that such information is conspicuously marked "BOEING PROPRIETARY". A10.2.7.8 SELLER COMPLIANCE WITH CRB REQUIREMENTS Seller complies with all CRB requirements imposed to issue and maintain certification/registration. A10.2.8 VERIFICATION OF CORRECTIVE ACTION When Boeing notifies Seller of a detected nonconformance, Seller shall immediately take action to eliminate the nonconformance on all products in Seller's control. Seller shall also maintain on file verification that root cause corrective action has occurred and has resolved the subject condition. At the specific request of Boeing, this verification shall occur for the next five (5) shipments after implementation of the corrective action to ensure detected nonconformance has been eliminated. Boeing reserves the right to review the verification data at Seller's facility or have the data submitted to Boeing. A10.2.9 CORRECTIVE ACTION REPORT Where Seller is requested to submit a corrective action report, Seller will submit its response within ten (10) days of receipt of such request unless an extension is otherwise provided by Boeing. Any corrective action report submitted to Boeing shall be in the format specified by Boeing. If after submittal to Boeing supplier determines need for revision, Seller shall immediately notify Boeing of such revision In the event Seller is unable to respond within the allotted ten day time frame, Seller shall submit a request for extension which shall include the reason for the extension request and the time need to complete the corrective action report. Attachment 10 - Page 4 of 7 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 A10.2.10 RELOCATION/SUBCONTRACT NOTIFICATION (PUGET SOUND ONLY) The Seller shall not relocate or subcontract any Category I or II work outside the U.S. without written Boeing acceptance. Notification to Boeing should be made to the Procurement Agent who manages the Seller's contract and shall contain the subcontractor name, address, telephone number, QA manager name, applicable part numbers, and part descriptions. Category I and II work is defined in FAA Order 8120.2, Appendix 4. A10.2.11 QUALITY METRICS & REPORTING When requested by Boeing, Seller agrees to work with Boeing to develop and implement processes designed at improving Seller's quality performance. Process will include sufficient detail to allow Boeing to evaluate Seller's progress A10.3 SITE UNIQUE QUALITY PURCHASING DATA REQUIREMENTS A10.3.1 ACCEPTANCE/REJECTION OF SELLER'S ROOT CAUSE/CORRECTIVE ACTION Boeing reserves the right to reject any root cause and/or corrective action determination provided by the Seller, and may request subsequent investigation and/or corrective action to either Boeing or Seller-initiated corrective action requests. If the Seller is late in responding to corrective action requests by Boeing, or if Boeing requires subsequent corrective action, Boeing reserves the right to withhold acceptance of shipments either at source or destination until Seller corrective action is submitted to Boeing's satisfaction A10.3.2 CHANGE IN MANUFACTURING FACILITY The Seller shall immediately notify Boeing in writing of any change to the manufacturing facility location of the contracted part number or assembly A.10.4 INCORPORATED BY REFERENCE In addition to any other documents incorporated elsewhere in this SBP or GTA by reference, Seller is required to maintain compliance with the following documents as may be revised from time to time, and incorporated herein, and made a part of this SBP by reference with full force and effect, as if set out in full text: A10.4.1 DOCUMENT AS/EN/SJAC 9102, "AEROSPACE FIRST ARTICLE INSPECTION (FAI) Requirement" Seller shall perform First Article Inspections (FAIs) in accordance with AS/EN/SJAC 9102. Attachment 10 - Page 5 of 7 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 A10.4.2 BOEING DOCUMENT D1-8007, "APPROVAL GUIDE FOR SUPPLIER STATISTICAL SAMPLING PLANS" A Seller that performs acceptance sampling shall meet the requirements of document D1-8007. Boeing approval of Seller's acceptance sampling plan is required prior to performing acceptance sampling when it is used for in-process or final inspection, and employs continuous sampling or repetitive lot sampling. Subsequent revisions to approved sampling plans require Boeing approval prior to implementation. Prior Boeing approval of a sampling plan is not required if it is used exclusively for receiving inspection, or employs only isolated lot sampling during in-process or final inspection. When statistical process control is used as an option for either in-process or final inspection, Seller shall satisfy the requirements of document AS/EN/SJAC 9103, Variation Management of Key Characteristics. In all cases, inspection requirements identified by engineering drawing or specification take precedence over the inspection requirements defined herein. A10.4.3 BOEING DOCUMENT D6-51991, "QUALITY ASSURANCE STANDARD FOR DIGITAL PRODUCT DEFINITION (DPD) AT BOEING SUPPLIERS" Seller is required to obtain Boeing approval as a DPD-capable supplier if seller receives, downloads, and/or uses Computer Aided Design (CAD) geometry in any format from any Boeing facility. Boeing digital datasets are reference only (not design or inspection authority) until Boeing DPD approval status is obtained. A10.4.4 BOEING DOCUMENT D1-4426, "APPROVED PROCESS SOURCES" This document defines the approved sources for special processing, composite raw materials, composite products, aircraft bearings, designated fasteners, and metallic raw materials. A10.4.5 BOEING DOCUMENT D-13709-4, "REQUIREMENTS FOR OBTAINING MRB AUTHORITY BY BOEING SUPPLIERS" Seller shall not use dispositions of use-as-is or repair on Boeing-designed product unless current revision of Seller's Material Review Board (MRB) plan complies with D-13709-4 (not in 7E7) and has been approved by Boeing. A10.4.6 RESERVED Attachment 10 - Page 6 of 7 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS-65530-0016 Amendment 1 A10.4.7 PROCUREMENT OPERATING INSTRUCTIONS (POI M6-1007) (USED BY PUGET SOUND) Procurement Operating Instructions (POI M6-1007), as revised from time to time. Individual Quality notes contained in Procurement Operating Instructions (POI M6-1007) are applicable when identified on the purchase document. See Boeing Website - http://www.boeing.com/companyoffices/doingbiz/index.html, or contact Boeing Procurement representative for printed copy of notes. Attachment 10 - Page 7 of 7 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 11 TO SPECIAL BUSINESS PROVISIONS BOEING COMMERCIAL AIRPLANES (BCA) SECOND TIER REPORT (Reference SBP Section 9.6) Seller Name: Date: Seller Contact: Phone: BCA Procurement Agent Contact: Phone: BCA Purchase Contract #: Reporting Period * Jan - Mar Apr - Jun July - Sept Oct - Dec Year: Definitions ** Small Business (SB) The term "small business" shall mean a small business as defined pursuant to section 3 of the Small Business Act (15 U.S.C.A. 632) and relevant regulations issued pursuant thereto. Generally, this means a small business organized for profit, it is independently owned and operated, is not dominant in the field of operations in which it is bidding, and meets the size standards as prescribed in Government regulations. (Includes SDBs, SMBEs and WOSBs) Small Disadvantaged business (SDB) A small business certified by the U.S. Small Business Administration as a socially and economically small disadvantaged business for consideration of Government set-a-side contracting opportunities and business development. (Includes SDBs who are women-owned) Small Minority Business Enterprise (SMBE) A small business that is at least 51 percent owned, operated and controlled by a minority group member (Asian, Black, Hispanic, and Native Americans); or, in the case of a publicly-owned business, at least 51% of the stock is owned by one or more minority group members and such individuals control the management and daily operations. (Includes SDBs) Women-owned Small Business (WOSB) A small business concern that is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women. (Includes WOSBs who are also SDBs) Contract Dollars Received by Seller A. Boeing Commercial Airplanes contract dollars received by seller for the above reporting period* (report in whole numbers): $______________________ VALUE OF SUBCONTRACT 2ND TIER DOLLARS AWARDED (for Boeing Commercial Airplanes Purchase Contracts ONLY) Diversity Category Reporting Period (see above*) Dollars Percent of (report in whole numbers) Seller Dollars - ---------------------------------------------------------------------------------------------------------------- B. Small Business (SB) (B / A) (C / A) C. Small Minority Business Enterprise (SMBE) (D / A) D. Women-owned Small Business (WOSB) AUTHORIZED COMPANY REPRESENTATIVE (PRINT): AUTHORIZED COMPANY REPRESENTATIVE (SIGNATURE): DATE:
Attachment 11 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 12 TO SPECIAL BUSINESS PROVISIONS NON-U.S. PROCUREMENT REPORT FORM (Reference SBP Section 12.12) (Seller to Submit) Attachment 12, Section 1 Seller Name Country Commodity/ Bid Contracted Nomenclature Dollars Dollars Attachment 12 - Page 1 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 12 TO SPECIAL BUSINESS PROVISIONS ATTACHMENT 12 (Reference SBP Section 12.12) Attachment 12 Section 2 The following outlines offset requirements that are currently in work and that Seller is obligated to complete as part of this SBP. 1) Korea - Horizontal Stabilizers and Vertical Fin - Obligation for Wichita to complete transfer of 737NG Horizontal Stabilizers and Vertical Fin, [*****] (or most current configuration) according to plan and schedule in place on (June 16, 2005). - The schedules and hardware quantities are subject to change in support of program requirements. Such changes will be made in accordance with the terms identified in Paragraph 7.5 in the Special Business Provisions. - Offload to KAI in Korea - Seller to provide work transfer support/resources as identified for "Wichita" in above referenced plan. Boeing shall reimburse Seller for the reasonable travel costs incurred by Seller's employees for purposes of providing such work transfer support in Korea. Travel costs shall include airfare, hotels, meals and car rental costs consistent with Seller's standard travel practices and shall not exceed the cost of Boeing's ordinary travel practices. Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement. Such invoices shall be paid by Boeing in accordance with Paragraph 5.0. - These part numbers will be removed from Attachment 1 of this SBP and Boeing will have no further obligation to purchase these part numbers from Seller at the conclusion of this work transfer. Attachment 12 - Page 2 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 WICHITA 737NG HORIZONTAL STABILIZER PRODUCTION DELIVERY SCHEDULE R-142R2 SHIP TO SHIP TO SHIP TO C/L RENTON C/L RENTON C/L RENTON - ---- -------- ---- ---------- ---- --------- 1732 5/4/2005 1842 10/11/2005 1982 4/14/2006 1737 5/12/2005 1845 10/14/2005 1987 4/20/2006 1742 5/19/2005 1848 10/19/2005 1991 4/26/2006 1746 5/25/2005 1851 10/24/2005 1995 5/2/2006 1749 5/31/2005 1854 10/27/2005 2000 5/8/2006 1752 6/3/2005 1857 11/1/2005 2004 5/12/2006 1755 6/8/2005 1860 11/4/2005 2010 5/18/2006 1758 6/13/2005 1863 11/8/2005 2014 5/24/2006 1761 6/16/2005 1866 11/11/2005 2018 5/30/2006 1764 6/21/2005 1869 11/15/2005 2023 6/5/2006 1767 6/24/2005 1872 11/18/2005 2028 6/8/2006 1770 6/29/2005 1875 11/23/2005 2032 6/14/2006 1773 7/5/2005 1878 11/29/2005 2036 6/19/2006 1776 7/8/2005 1881 12/2/2005 2041 6/23/2006 1779 7/13/2005 1886 12/8/2005 2046 6/28/2006 1782 7/18/2005 1890 12/14/2005 2050 7/5/2006 1785 7/21/2005 1895 12/20/2005 2054 7/10/2006 1788 7/26/2005 1899 1/4/2006 2059 7/14/2006 1791 7/29/2005 1904 1/10/2006 2064 7/19/2006 1794 8/3/2005 1909 1/16/2006 2067 7/24/2006 1797 8/8/2005 1913 1/20/2006 2071 7/27/2006 1800 8/11/2005 1918 1/26/2006 2075 8/1/2006 1803 8/16/2005 1922 2/1/2006 2079 8/4/2006 1806 8/19/2005 1927 2/7/2006 2084 8/9/2006 1809 8/24/2005 1931 2/13/2006 2087 8/14/2006 1812 8/29/2005 1936 2/17/2006 2091 8/17/2006 1815 9/1/2005 1940 2/23/2006 2095 8/22/2006 1818 9/7/2005 1945 3/1/2006 2099 8/25/2006 1821 9/12/2005 1950 3/7/2006 2103 8/30/2006 1824 9/15/2005 1954 3/13/2006 2107 9/5/2006 1827 9/20/2005 1959 3/17/2006 2111 9/8/2006 1830 9/23/2005 1963 3/23/2006 2115 9/13/2006 1833 9/28/2005 1968 3/29/2006 2119 9/18/2006 1836 10/3/2005 1973 4/4/2006 2123 9/21/2006 1839 10/6/2005 1977 4/10/2006 2127 9/26/2006
Attachment 12 - Page 3 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 WICHITA 737NG HORIZONTAL STABILIZER PRODUCTION DELIVERY SCHEDULE R-142R2- continued SHIP TO SHIP TO C/L RENTON C/L RENTON - ---- --------- ---- -------- 2131 9/29/2006 2272 3/8/2007 2135 10/4/2006 2275 3/13/2007 2139 10/9/2006 2279 3/16/2007 2143 10/12/2006 2284 3/21/2007 2147 10/17/2006 2287 3/26/2007 2151 10/20/2006 2291 3/29/2007 2155 10/25/2006 2295 4/3/2007 2159 10/30/2006 2299 4/6/2007 2163 11/2/2006 2304 4/11/2007 2167 11/7/2006 2307 4/16/2007 2170 11/10/2006 2311 4/19/2007 2174 11/15/2006 2315 4/24/2007 2179 11/20/2006 2320 4/27/2007 2183 11/27/2006 2323 5/2/2007 2187 11/30/2006 2327 5/7/2007 2191 12/5/2006 2331 5/10/2007 2196 12/8/2006 2335 5/15/2007 2199 12/13/2006 2339 5/18/2007 2203 12/18/2006 2343 5/23/2007 2207 12/21/2006 2347 5/29/2007 2211 1/4/2007 2351 6/1/2007 2215 1/9/2007 2356 6/6/2007 2220 1/12/2007 2359 6/11/2007 2223 1/17/2007 2363 6/14/2007 2227 1/22/2007 2367 6/19/2007 2231 1/25/2007 2372 6/22/2007 2235 1/30/2007 2375 6/27/2007 2240 2/2/2007 2379 7/2/2007 2243 2/7/2007 2383 7/6/2007 2247 2/12/2007 2388 7/11/2007 2251 2/15/2007 2391 7/16/2007 2255 2/20/2007 2395 7/19/2007 2259 2/23/2007 2399 7/24/2007 2264 2/28/2007 2268 3/5/2007
Attachment 12 - Page 4 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 THE BALANCE OF THIS SCHEDULE IS FOR PLANNING PURPOSES ONLY SHIP TO SHIP TO SHIP TO C/L RENTON C/L RENTON C/L RENTON - ------ --------- ------ --------- ------ -------- S/S 1 8/1/2007 S/S 22 11/1/2007 S/S 43 5/1/2008 S/S 2 8/1/2007 S/S 23 11/1/2007 S/S 44 5/1/2008 S/S 3 8/1/2007 S/S 24 11/1/2007 S/S 45 5/1/2008 S/S 4 8/1/2007 S/S 25 12/1/2007 S/S 46 5/1/2008 S/S 5 8/1/2007 S/S 26 12/1/2007 S/S 47 6/1/2008 S/S 6 8/1/2007 S/S 27 1/1/2008 S/S 48 6/1/2008 S/S 7 9/1/2007 S/S 28 1/1/2008 S/S 49 6/1/2008 S/S 8 9/1/2007 S/S 29 1/1/2008 S/S 50 7/1/2008 S/S 9 9/1/2007 S/S 30 1/1/2008 S/S 51 7/1/2008 S/S 10 9/1/2007 S/S 31 2/1/2008 S/S 52 7/1/2008 S/S 11 9/1/2007 S/S 32 2/1/2008 S/S 53 8/1/2008 S/S 12 9/1/2007 S/S 33 2/1/2008 S/S 54 8/1/2008 S/S 13 10/1/2007 S/S 34 2/1/2008 S/S 55 8/1/2008 S/S 14 10/1/2007 S/S 35 3/1/2008 S/S 56 9/1/2008 S/S 15 10/1/2007 S/S 36 3/1/2008 S/S 57 9/1/2008 S/S 16 10/1/2007 S/S 37 3/1/2008 S/S 58 9/1/2008 S/S 17 10/1/2007 S/S 38 3/1/2008 S/S 59 10/1/2008 S/S 18 10/1/2007 S/S 39 4/1/2008 S/S 60 10/1/2008 S/S 19 11/1/2007 S/S 40 4/1/2008 S/S 61 10/1/2008 S/S 20 11/1/2007 S/S 41 4/1/2008 END OF PRODUCTION S/S 21 11/1/2007 S/S 42 4/1/2008
Attachment 12 - Page 5 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Wichita 737NG Vertical Fin Master Schedule R-142R2 SHIP TO SHIP TO SHIP TO S/S C/L BOEING S/S C/L BOEING S/S C/L BOEING - --- ---- --------- --- ---- --------- --- ---- --------- 1 1731 5/2/2005 36 1811 8/25/2005 71 1902 1/9/2006 2 1732 5/3/2005 37 1814 8/30/2005 72 1904 1/10/2006 3 1734 5/6/2005 38 1816 9/1/2005 73 1905 1/12/2006 4 1737 5/11/2005 39 1819 9/7/2005 74 1907 1/16/2006 5 1740 5/16/2005 40 1821 9/9/2005 75 1910 1/18/2006 6 1743 5/19/2005 41 1822 9/12/2005 76 1912 1/19/2006 7 1746 5/24/2005 42 1824 9/14/2005 77 1913 1/23/2006 8 1749 5/27/2005 43 1826 9/16/2005 78 1915 1/25/2006 9 1751 6/1/2005 44 1829 9/21/2005 79 1918 1/27/2006 10 1754 6/6/2005 45 1831 9/23/2005 80 1920 1/30/2006 11 1756 6/8/2005 46 1834 9/28/2005 81 1921 2/1/2006 12 1757 6/9/2005 47 1836 9/30/2005 82 1923 2/3/2006 13 1759 6/13/2005 48 1839 10/5/2005 83 1926 2/7/2006 14 1761 6/15/2005 49 1841 10/7/2005 84 1928 2/8/2006 15 1764 6/20/2005 50 1842 10/10/2005 85 1929 2/10/2006 16 1766 6/22/2005 51 1844 10/12/2005 86 1931 2/14/2006 17 1769 6/27/2005 52 1846 10/14/2005 87 1934 2/16/2006 18 1771 6/29/2005 53 1849 10/19/2005 88 1936 2/17/2006 19 1774 7/5/2005 54 1851 10/21/2005 89 1937 2/21/2006 20 1776 7/7/2005 55 1854 10/26/2005 90 1939 2/23/2006 21 1779 7/12/2005 56 1856 10/28/2005 91 1942 2/27/2006 22 1781 7/14/2005 57 1859 11/2/2005 92 1944 2/28/2006 23 1784 7/19/2005 58 1861 11/3/2005 93 1945 3/2/2006 24 1786 7/21/2005 59 1866 11/10/2005 94 1947 3/3/2006 25 1789 7/26/2005 60 1870 11/15/2005 95 1949 3/7/2006 26 1791 7/28/2005 61 1873 11/18/2005 96 1951 3/8/2006 27 1794 8/2/2005 62 1877 11/23/2005 97 1952 3/10/2006 28 1795 8/3/2005 63 1880 11/30/2005 98 1954 3/13/2006 29 1796 8/4/2005 64 1883 12/5/2005 99 1956 3/15/2006 30 1799 8/9/2005 65 1886 12/7/2005 100 1958 3/16/2006 31 1801 8/11/2005 66 1889 12/15/2005 101 1959 3/20/2006 32 1803 8/15/2005 67 1891 12/16/2005 102 1961 3/21/2006 33 1804 8/16/2005 68 1893 12/19/2005 103 1962 3/23/2006 34 1806 8/18/2005 69 1894 12/22/2005 104 1964 3/24/2006 35 1809 8/23/2005 70 1897 1/5/2006 105 1966 3/28/2006
Attachment 12 - Page 6 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Wichita 737NG Vertical Fin Master Schedule R-142R2 - continued SHIP TO SHIP TO SHIP TO S/S C/L BOEING S/S C/L BOEING S/S C/L BOEING - --- ---- --------- --- ---- --------- --- ---- --------- 106 1968 3/29/2006 141 2030 6/13/2006 176 2099 8/25/2006 107 1969 3/31/2006 142 2032 6/14/2006 177 2101 8/29/2006 108 1971 4/3/2006 143 2034 6/16/2006 178 2103 8/30/2006 109 1973 4/5/2006 144 2036 6/19/2006 179 2105 9/1/2006 110 1975 4/6/2006 145 2038 6/21/2006 180 2107 9/5/2006 111 1976 4/10/2006 146 2039 6/22/2006 181 2109 9/7/2006 112 1978 4/11/2006 147 2041 6/26/2006 182 2111 9/8/2006 113 1979 4/13/2006 148 2043 6/27/2006 183 2113 9/12/2006 114 1982 4/14/2006 149 2045 6/29/2006 184 2115 9/13/2006 115 1983 4/18/2006 150 2047 6/30/2006 185 2117 9/15/2006 116 1985 4/19/2006 151 2049 7/5/2006 186 2119 9/18/2006 117 1986 4/21/2006 152 2051 7/6/2006 187 2121 9/20/2006 118 1988 4/24/2006 153 2053 7/10/2006 188 2123 9/21/2006 119 1990 4/26/2006 154 2055 7/11/2006 189 2125 9/25/2006 120 1992 4/27/2006 155 2057 7/13/2006 190 2127 9/26/2006 121 1993 5/1/2006 156 2059 7/14/2006 191 2129 9/28/2006 122 1995 5/2/2006 157 2061 7/18/2006 192 2131 9/29/2006 123 1997 5/4/2006 158 2063 7/19/2006 193 2133 10/3/2006 124 1999 5/5/2006 159 2065 7/21/2006 194 2135 10/4/2006 125 2001 5/9/2006 160 2067 7/24/2006 195 2137 10/6/2006 126 2002 5/10/2006 161 2069 7/26/2006 196 2139 10/9/2006 127 2003 5/12/2006 162 2071 7/27/2006 197 2141 10/11/2006 128 2006 5/15/2006 163 2073 7/31/2006 198 2143 10/12/2006 129 2007 5/17/2006 164 2075 8/1/2006 199 2145 10/16/2006 130 2009 5/18/2006 165 2077 8/3 ###-###-#### 10/17/2006 131 2010 5/22/2006 166 2079 8/4 ###-###-#### 10/19/2006 132 2012 5/23/2006 167 2081 8/8 ###-###-#### 10/20/2006 133 2014 5/25/2006 168 2083 8/9 ###-###-#### 10/24/2006 134 2016 5/26/2006 169 2085 8/11 ###-###-#### 10/25/2006 135 2018 5/31/2006 170 2087 8/14 ###-###-#### 10/27/2006 136 2020 6/1/2006 171 2089 8/16 ###-###-#### 10/30/2006 137 2022 6/5/2006 172 2091 8/17 ###-###-#### 11/1/2006 138 2024 6/6/2006 173 2093 8/21 ###-###-#### 11/2/2006 139 2026 6/8/2006 174 2095 8/22 ###-###-#### 11/6/2006 140 2028 6/9/2006 175 2097 8/24 ###-###-#### 11/7/2006
Attachment 12 - Page 7 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Wichita 737NG Vertical Fin Master Schedule R-142R2 - continued SHIP TO SHIP TO SHIP TO S/S C/L BOEING S/S C/L BOEING S/S C/L BOEING - --- ---- --------- --- ---- -------- --- ---- --------- 211 2169 11/9 ###-###-#### 2/2 ###-###-#### 4/18 ###-###-#### 11/10 ###-###-#### 2/6 ###-###-#### 4/19 ###-###-#### 11/14 ###-###-#### 2/7 ###-###-#### 4/23 ###-###-#### 11/15 ###-###-#### 2/9 ###-###-#### 4/24 ###-###-#### 11/17 ###-###-#### 2/12 ###-###-#### 4/26 ###-###-#### 11/20 ###-###-#### 2/14 ###-###-#### 4/27 ###-###-#### 11/22 ###-###-#### 2/15 ###-###-#### 5/1 ###-###-#### 11/27 ###-###-#### 2/19 ###-###-#### 5/2 ###-###-#### 11/29 ###-###-#### 2/20 ###-###-#### 5/4 ###-###-#### 11/30 ###-###-#### 2/22 ###-###-#### 5/7 ###-###-#### 12/4 ###-###-#### 2/23 ###-###-#### 5/9 ###-###-#### 12/5 ###-###-#### 2/27 ###-###-#### 5/10 ###-###-#### 12/7 ###-###-#### 2/28 ###-###-#### 5/14 ###-###-#### 12/8 ###-###-#### 3/2 ###-###-#### 5/15 ###-###-#### 12/12 ###-###-#### 3/5 ###-###-#### 5/17 ###-###-#### 12/13 ###-###-#### 3/7 ###-###-#### 5/18 ###-###-#### 12/15 ###-###-#### 3/8 ###-###-#### 5/22 ###-###-#### 12/18 ###-###-#### 3/12 ###-###-#### 5/23 ###-###-#### 12/20 ###-###-#### 3/13 ###-###-#### 5/25 ###-###-#### 12/21 ###-###-#### 3/15 ###-###-#### 5/29 ###-###-#### 1/3 ###-###-#### 3/16 ###-###-#### 5/31 ###-###-#### 1/4 ###-###-#### 3/20 ###-###-#### 6/1 ###-###-#### 1/8 ###-###-#### 3/21 ###-###-#### 6/5 ###-###-#### 1/9 ###-###-#### 3/23 ###-###-#### 6/6 ###-###-#### 1/11 ###-###-#### 3/26 ###-###-#### 6/8 ###-###-#### 1/12 ###-###-#### 3/28 ###-###-#### 6/11 ###-###-#### 1/16 ###-###-#### 3/29 ###-###-#### 6/13 ###-###-#### 1/17 ###-###-#### 4/2 ###-###-#### 6/14 ###-###-#### 1/19 ###-###-#### 4/3 ###-###-#### 6/18 ###-###-#### 1/22 ###-###-#### 4/5 ###-###-#### 6/19 ###-###-#### 1/24 ###-###-#### 4/6/2007 311 2369 6/21 ###-###-#### 1/25 ###-###-#### 4/10 ###-###-#### 6/22 ###-###-#### 1/29 ###-###-#### 4/11 ###-###-#### 6/26 ###-###-#### 1/30 ###-###-#### 4/13 ###-###-#### 6/27 ###-###-#### 2/1 ###-###-#### 4/16 ###-###-#### 6/29/2007
Attachment 12 - Page 8 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Wichita 737NG Vertical Fin Master Schedule R-142R2 - continued SHIP TO S/S C/L BOEING - --- ---- -------- 316 2379 7/2 ###-###-#### 7/5 ###-###-#### 7/6 ###-###-#### 7/10 ###-###-#### 7/11 ###-###-#### 7/13 ###-###-#### 7/16 ###-###-#### 7/18 ###-###-#### 7/19 ###-###-#### 7/23 ###-###-#### 7/25/2007
Attachment 12 - Page 9 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 THE BALANCE OF THIS SCHEDULE IS FOR PLANNING PURPOSES ONLY SHIP TO SHIP TO SHIP TO C/L RENTON C/L RENTON C/L RENTON - --- -------- --- --------- --- -------- 1 8/1/2007 41 11/1/2007 81 4/1/2008 2 8/1/2007 42 11/1/2007 82 4/1/2008 3 8/1/2007 43 11/1/2007 83 4/1/2008 4 8/1/2007 44 11/1/2007 84 4/1/2008 5 8/1/2007 45 11/1/2007 85 4/1/2008 6 8/1/2007 46 12/1/2007 86 4/1/2008 7 8/1/2007 47 12/1/2007 87 4/1/2008 8 8/1/2007 48 12/1/2007 88 4/1/2008 9 8/1/2007 49 12/1/2007 89 4/1/2008 10 8/1/2007 50 12/1/2007 90 4/1/2008 11 8/1/2007 51 1/1/2008 91 4/1/2008 12 8/1/2007 52 1/1/2008 92 5/1/2008 13 9/1/2007 53 1/1/2008 93 5/1/2008 14 9/1/2007 54 1/1/2008 94 5/1/2008 15 9/1/2007 55 1/1/2008 95 5/1/2008 16 9/1/2007 56 1/1/2008 96 5/1/2008 17 9/1/2007 57 1/1/2008 97 5/1/2008 18 9/1/2007 58 1/1/2008 98 5/1/2008 19 9/1/2007 59 2/1/2008 99 5/1/2008 20 9/1/2007 60 2/1/2008 100 5/1/2008 21 9/1/2007 61 2/1/2008 101 6/1/2008 22 9/1/2007 62 2/1/2008 102 6/1/2008 23 9/1/2007 63 2/1/2008 103 6/1/2008 24 10/1/2007 64 2/1/2008 104 6/1/2008 25 10/1/2007 65 2/1/2008 105 6/1/2008 26 10/1/2007 66 2/1/2008 106 6/1/2008 27 10/1/2007 67 2/1/2008 107 6/1/2008 28 10/1/2007 68 2/1/2008 108 6/1/2008 29 10/1/2007 69 2/1/2008 109 6/1/2008 30 10/1/2007 70 3/1/2008 110 7/1/2008 31 10/1/2007 71 3/1/2008 111 7/1/2008 32 10/1/2007 72 3/1/2008 112 7/1/2008 33 10/1/2007 73 3/1/2008 113 7/1/2008 34 10/1/2007 74 3/1/2008 114 7/1/2008 35 11/1/2007 75 3/1/2008 115 7/1/2008 36 11/1/2007 76 3/1/2008 116 7/1/2008 37 11/1/2007 77 3/1/2008 117 7/1/2008 38 11/1/2007 78 3/1/2008 118 8/1/2008 39 11/1/2007 79 3/1/2008 119 8/1/2008 40 11/1/2007 80 3/1/2008 120 8/1/2008
Attachment 12 - Page 10 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING/Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 THE BALANCE OF THIS SCHEDULE IS FOR PLANNING PURPOSES ONLY SHIP TO SHIP TO C/L RENTON C/L RENTON - --- -------- --- -------- 121 8/1/2008 161 1/1/2009 - --- -------- --- -------- 122 8/1/2008 162 1/1/2009 123 8/1/2008 163 1/1/2009 124 8/1/2008 164 1/1/2009 125 8/1/2008 165 2/1/2009 126 8/1/2008 166 2/1/2009 127 9/1/2008 167 2/1/2009 128 9/1/2008 168 2/1/2009 129 9/1/2008 169 2/1/2009 130 9/1/2008 170 2/1/2009 131 9/1/2008 171 2/1/2009 132 9/1/2008 172 2/1/2009 133 9/1/2008 173 3/1/2009 134 9/1/2008 174 3/1/2009 135 9/1/2008 175 3/1/2009 136 10/1/2008 176 3/1/2009 137 10/1/2008 177 3/1/2009 138 10/1/2008 178 3/1/2009 139 10/1/2008 179 3/1/2009 140 10/1/2008 180 3/1/2009 141 10/1/2008 181 4/1/2009 142 10/1/2008 182 4/1/2009 143 10/1/2008 183 4/1/2009 144 10/1/2008 184 4/1/2009 145 11/1/2008 END OF PRODUCTION 146 11/1/2008 147 11/1/2008 148 11/1/2008 149 11/1/2008 150 11/1/2008 151 11/1/2008 152 11/1/2008 153 12/1/2008 154 12/1/2008 155 12/1/2008 156 12/1/2008 157 1/1/2009 158 1/1/2009 159 1/1/2009 160 1/1/2009
Attachment 12 - Page 11 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 WICHITA/TULSA KAI 737 HS & VF SUPPORT SCHEDULE 2005-2008 The support schedule below represents the support schedule currently agreed to by both parties; it is subject to change by Boeing based on program requirements. Support schedule will be maintained on a rolling 90 day notification process. 2005 ASSEMBLY SUPPORT: PROGRAM SUPPORT: --------------------------------- ------------------------------- MAY: 1 PERSON (15 DAYS IN-PLANT) 1 PERSON (3 DAYS IN-PLANT) JUNE: 2 PEOPLE (5 DAYS EACH IN-PLANT) 1 PERSON (3 DAYS IN-PLANT) JULY: 2 PEOPLE (5 DAYS EACH IN-PLANT) 3 PEOPLE (3 DAYS EACH IN-PLANT) AUG: 3 PEOPLE (5 DAYS EACH IN-PLANT) 1 PERSON (3 DAYS IN-PLANT) SEP: 2 PEOPLE (10 DAYS EACH IN-PLANT) 1 PERSON (5 DAYS IN-PLANT) OCT: 2 PEOPLE (10 DAYS EACH IN-PLANT) 2 PEOPLE (3 DAYS EACH IN-PLANT) NOV: 1 PERSON (10 DAYS IN-PLANT) 4 PEOPLE (3 DAYS EACH IN-PLANT) 2006: - ---- 1ST QTR. 2 PEOPLE (10 DAYS EACH IN-PLANT 8 PEOPLE (5 DAYS EACH IN-PLANT) 2ND QTR. 1 PERSON (5 DAYS IN-PLANT) 2 PEOPLE (5 DAYS EACH IN-PLANT) 3RD QTR. 2 PEOPLE (5 DAYS EACH IN-PLANT) 6 PEOPLE (5 DAYS EACH IN-PLANT) 4TH QTR. NO PLANNED SUPPORT NO PLANNED SUPPORT 2007: - ---- 1ST QTR. NO PLANNED SUPPORT 2 PEOPLE (5 DAYS EACH IN-PLANT) 2ND QTR. 4 PEOPLE (5 DAYS EACH IN-PLANT 4 PEOPLE (5 DAYS EACH IN-PLANT) 3RD QTR. NO PLANNED SUPPORT 4 PEOPLE (5 DAYS EACH IN-PLANT) 4TH QTR. 4 PEOPLE (5 DAYS EACH IN-PLANT) 4 PEOPLE (5 DAYS EACH IN-PLANT) 2008: - ---- 1ST QTR. 4 PEOPLE (5 DAYS EACH IN-PLANT) 4 PEOPLE (5 DAYS EACH IN-PLANT)
Attachment 12 - Page 12 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 2ND QTR. NO PLANNED SUPPORT NO PLANNED SUPPORT 3RD QTR. 4 PEOPLE (5 DAYS EACH IN-PLANT) 6 PEOPLE (5 DAYS EACH IN-PLANT) 4TH QTR. 4 PEOPLE (5 DAYS EACH IN-PLANT) 4 PEOPLE (5 DAYS EACH IN-PLANT)
Attachment 12 - Page 13 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 2) Turkey - Lot Time Hardware - Obligation for Wichita to subcontract statement of work as identified in the below referenced plan. - Offload to TAI or other suppliers in Turkey - Wichita offloading in Five (5) phases of lot time work. - The work packages are identified below to denote the scope of work and dollar amounts. It is not Boeing's intent to manage the work statement and individual part numbers. For the avoidance of doubt, the intent is that Seller agrees to offload the parts in these work packages to Turkey or place parts of equivalent estimated value The key elements of the Turkey Program are: I. Define the work statement using the following WTP numbers: WTP B2000- 341 - Package # 1 WTP B2000- 416 - Package # 2 WTP B2000- 322 - Package # 3 WTP B2001- 420 - Package # 4 WTP B2001- 425 - Package # 5 Additionally, Attachment TP 1 (below) describes the number of parts per package. II. Continue to provide financial actuals to BCAG Finance for Industrial Participation (IP) reporting purposes. Wichita Seller will not be responsible for calculating Turkish Added Value (TAV); however they need to be aware of the TAV contractual requirements levied on the Boeing Company. Boeing is required to have a minimum of 30% TAV on hardware deliveries during the years 2003 to mid-2006; 35% during mid-2006 to mid-2009; and 40% on shipments beyond 2009. III. Maintain the functions of the current management team supporting the IP program and the direct relationships that have been established. For the period commencing on the date of this SBP and ending at first article shipment of the last detail part of WTP B2001-425-package number 5, Boeing shall reimburse Seller for the reasonable travel costs incurred by such management team. Travel costs shall include airfare between the U.S. and Turkey, hotels, meals and car rental costs consistent with Seller's standard travel practices and shall not exceed the cost of Boeing's ordinary travel practices. Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement. Such invoices shall be paid by Boeing in accordance with Paragraph 5.0. Boeing shall pay for any travel to, and support to, Turkey. The IP manager for Turkey, the procurement organizations and the work transfer group, finance and quality assurance. All of these organizations are involved in the IP program for Turkey and we want to maintain these direct relationships as opposed to working through other entities. Attachment 12 - Page 14 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 TURKEY WORK PACKAGES TAI PACKAGE #1 Model Phase Package ACC Assy's FAB POP IWA - ----- ----- ------- --- ------ ---- --- --- 737 2 216 33 47 62 1 737 2 217 89 274 138 11 737 2 218 14 27 40 2 737 3 301 10 21 9 0 767 2 222 7 0 20 8 767 2 223 4 8 4 1 767 2 224 6 0 18 0 767 2 232 1 0 2 0 767 2 233 79 196 135 17 777 2 226 69 378 81 3 777 2 227 5 20 0 2 777 2 228 34 79 19 0 TOTALS ###-###-#### 528 45
TAI PACKAGE #2 Model Phase Package ACC Assy's FAB POP IWA - ------ ----- ------- --- ------ ---- ---- --- 737 2 215 62 83 73 0 737 3 302 72 64 122 23 737 3 307 63 196 149 8 737 3 310 26 24 144 0 737 4 2 0 0 0 13 737 4 9 28 64 38 6 737 4 24 9 64 16 0 747 2 229 40 67 25 4 TOTALS 8 300 562 567
TAI PACKAGE #3 Model Phase Package ACC Assy's FAB POP IWA - ------- ----- ------- --- ------ ---- --- --- 737 5 6 251 376 453 30 737 5 9 37 38 75 11 737 5 13 19 22 58 15 737 5 16 49 116 32 4 737 5 19 17 39 48 1 737 5 27 14 11 19 7 737 5 38 12 24 0 0 747 5 41 36 50 42 0 767 2 221 7 7 6 0 767 3 309 122 437 76 4 767 3 314 50 110 50 4 777/767 3 308 20 53 41 24 TOTALS ###-###-#### 900 100
Attachment 12 - Page 15 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 TURKEY WORK PACKAGES - CONTINUED TAI PACKAGE #4 Model Phase Package ACC Assy's FAB POP IWA - ------ ----- ------- --- ------ ---- --- --- 737 3 318 22 48 33 0 737 4 25 5 3 14 0 737 4 27 4 4 7 0 737 4 36 0 6 0 0 737 4 39 46 69 132 5 737 5 1 22 25 35 6 737 5 5 37 32 50 12 747 1 202 37 50 54 0 747 3 305 11 36 34 0 747 3 316 64 78 91 0 747 4 45 19 39 22 1 767 1 213 87 255 99 4 767 2 220 68 100 97 26 777 1 206 8 20 2 0 TOTALS 14 430 765 670 54
TAI PACKAGE #5 Model Phase Package ACC Assy's FAB POP IWA - ------ ----- ------- --- ------ ---- --- --- 737 3 304 23 54 7 0 737 3 321 4 7 6 6 737 3 323 8 13 6 0 737 4 21 4 4 4 0 737 4 41 3 3 8 2 737 4 42 6 12 7 0 737 4 43 3 14 3 0 737 5 87 13 24 34 0 737 5 88 3 3 2 1 747 3 300 28 61 22 6 747 4 46 6 19 16 0 747 4 49 9 8 12 0 747 4 54 69 93 127 6 747 4 58 16 2 29 0 747 5 44 57 170 60 9 747 5 45 54 145 50 0 777 3 303 7 13 3 0 777 3 312 23 60 16 0 777 3 313 42 127 32 0 777 3 317 33 51 17 2 777 3 319 50 101 0 0 777 3 320 8 0 0 18 777 3 325 11 16 19 4 777 4 88 3 34 2 0 777 4 89 64 130 38 0 777 4 100 12 18 13 9 777 4 102 16 18 32 0 777 4 103 26 48 20 11 TOTALS 30 ###-###-#### 585 74
Attachment 12 - Page 16 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 TURKEY WORK PACKAGES - CONTINUED PACKAGE SUMMARY PKG 1 PKG 2 PKG 3 PKG 4 PKG 5 TOTAL ----- ----- ----- ----- ----- ----- 737 146 233 399 136 67 981 747 0 40 36 131 239 446 767 97 0 179 155 0 431 777 108 0 20 8 295 431 TOTAL 351 273 ###-###-####
Attachment 12 - Page 17 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 3) China737 Tailcone - Work transfer [*****] - This part number will transition from a Seller build to a Boeing Puget Sound Global Partners purchased item. - Boeing Puget Sound Global Partners will have responsibility for entering into and maintaining a contract with the target supplier for this work transfer. In the event that Boeing requests that Seller travel to China for purposes of providing support in China, Boeing shall reimburse Seller for the reasonable travel costs incurred by Seller's employees. Travel costs shall include airfare between the U.S. and China, hotels, meals and car rental costs consistent with Seller's standard travel practices and shall not exceed the cost of Boeing's ordinary travel practices. Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement. Such invoices shall be paid by Boeing in accordance with Paragraph 5.0. This part number will be removed from Attachment 1 of this SBP and Boeing will have no further obligation to purchase part number from Seller at the conclusion of this work transfer. The schedule and hardware quantities are subject to change support program requirements. Such changes will be made in accordance with the terms of paragraph 7.5 of the Special Business Provisions - For each 737 airplane delivered by Boeing after the date this SBP is fully executed and through the duration of this SBP, Boeing will make a payment to Spirit AeroSystems Inc. in the amount of [*****] where: (i) Spirit AeroSystems Inc. does not produce and/or supply to Boeing a Tailcone for use on the 737 aircraft delivered and (ii) Boeing obtains and installs on the 737 aircraft delivered a Tailcone from a source other than Spirit AeroSystems Inc. - Reference WTM item 613 Attachment 12 - Page 18 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SCHEDULE FOR 737 TAILCONE FOR WICHITA MONTH WICHITA DELIVERY QUANTITY - ----- ------------------------- JAN-05 19 FEB-05 20 MAR-05 20 APR-05 19 MAY-05 21 JUN-05 20 JUL-05 23 AUG-05 21 SEP-05 21 OCT-05 20 NOV-05 19 DEC-05 24 JAN-06 24 FEB-06 24 MAR-06 24 APR-06 24 MAY-06 21 JUN-06 21 JUL-06 21 AUG-06 21 SEP-06 21 OCT-06 21 NOV-06 21 DEC-06 21 JAN-07 14 FEB-07 14 MAR-07 14 APR-07 14 MAY-07 14 JUN-07 10 JUL-07 10 AUG-07 10 SEP-07 10 OCT-07 10 NOV-07 10 DEC-07 10 JAN-08 0 FEB-08 0 MAR-08 0 APR-08 0 651
Attachment 12 - Page 19 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Additionally, Boeing receives Market Access credit through the Wichita, Tulsa and McAlester sites as follows: Australia: Tulsa / Wichita Canada: Tulsa / Wichita China: Europe/NATO France-Wichita / Tulsa India: South Africa: South Korea: Wichita / Tulsa United Kingdom: Wichita / Tulsa Russia Attachment 12 - Page 20 of 19 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 13 TO SPECIAL BUSINESS PROVISIONS RESERVED Attachment 13 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 14 TO SPECIAL BUSINESS PROVISIONS PRODUCTION ARTICLE DELIVERY SCHEDULE (Reference SBP Section 3.3.2, 3.3.4, 3.4.1) MASTER SCHEDULE ** 737 R144R3 747 E-124 R1 767 T-112R2 777 U-40R3 To be provided by Boeing for Products Delivered via manual FOB Master Schedule. All other products schedules via the Order. ** EACH TIME A MASTER SCHEDULE FIRING ORDER FOR THE MODEL 737, 747, 767 & 777 PROGRAM IS RELEASED, BOEING WILL FURNISH SELLER WITH A COPY. SELLER WILL USE THAT INFORMATION TO DETERMINE THE AIRPLANE CONFIGURATION FOR EACH LINE NUMBER. Attachment 14 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 15 TO SPECIAL BUSINESS PROVISIONS MAXIMUM PRODUCTION RATE AND MODEL MIX CONSTRAINT MATRIX (Reference SBP Section 7.5.1) BOEING LIMITED WICHITA MODEL MIX CONSTRAINT MATRIX AS OF: 11/05/04 STRUCTURES Engines ----------------------------------------------- ---------------------- MONTHLY WICHITA PSD WCH MODELS PROTECTION CAPACITY MIX SKIN POLISH SHIPPING PROTECTION CAPACITY - --------- ------------- ------------- -------------- ---------------- -------- ----------- --------- 737 [*****] Units [*****] Units [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] = [*****] [*****]=[*****] [*****] [*****] [*****] [*****] [*****]=[*****] [*****] = [*****] [*****]=[*****] [*****] [*****]=[*****] [*****]=[*****] [*****] = [*****] [*****]=[*****] [*****] [*****]=[*****] [*****]=[*****] [*****] [*****] [*****] = [*****] [*****] [*****] [*****] [*****] [*****] [*****] = [*****] [*****] [*****]=[*****] [*****] [*****] = [*****][*****]= [*****] [*****]=[*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Section [*****] Fin & Stab Sub-Assembly ------------------- ------------------- MODELS WICHITA CHINA WICHITA CHINA - --------- --------- --------- --------- --------- 737 Commit Contract Commit Contract [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Attachment 15 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 Engine - Protection Rates ---------------------------------- [*****] 747 [*****] UNITS [*****] UNITS [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Engine - Protection Rates ---------------------------------- 767 [*****] UNITS [*****] UNITS [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Engine - Protection Rates ---------------------------------- 777 [*****] UNITS [*****] UNITS [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] TOTAL UNITS [*****] [*****] [*****] [*****] LEGEND [*****] [*****] [*****] [*****] [*****]
Attachment 15- Page 2 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 [*****] [*****] [*****] [*****] [*****] [*****]
BOEING LIMITED Attachment 15 - Page 3 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 16 TO SPECIAL BUSINESS PROVISIONS BOEING PROVIDED DETAILS (BPD) AND SUPPLIER BANKED MATERIAL (SBM) (Reference clause 12.13.1) A. Supplier Banked Material (SBM): This SBP currently contains no Supplier Banked Material. B. Boeing Provided Details (BPD) This SBP Attachment 16 identifies Boeing Provided Details (parts) and their associated purchase price which are currently being provided to Seller. Per SBP Attachment 20 the intent is for Seller to re-source all BPD's per the agreed to transfer plan. Seller shall provide Boeing with discreet schedules (lead-time away) which depicts Seller's requirements for these parts until such time as the parts have been resourced. The identified transfer price for each BPD will be adjusted periodically to reflect Boeing's then current fully burdened cost. Notwithstanding the foregoing, the prices associated with parts sourced from Boeing's Winnipeg operations will be subject to any subsequent pricing agreement established directly between Seller and Boeing Winnipeg. Attachment 16 is as of the date specified and will continue to be updated / revised to reflect any additional identified BPD or work transfer activity prior to June 16, 2005 [Note: Attachment 16 Parts list and Prices provided under separate file due to size.] Attachment 16- Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 17 TO SPECIAL BUSINESS PROVISIONS RESERVED Attachment 17 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 18 TO SPECIAL BUSINESS PROVISIONS RESERVED Attachment 18 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 19 TO SPECIAL BUSINESS PROVISIONS INCREMENTAL RELEASE AND LEAD-TIMES (SELLER TO PROVIDE WITHIN 60 DAYS OF SIGNING THIS AGREEMENT) A. Lead Times Lead times for material procurements, fabrication and assembly are as tabulated below in months prior to delivery of the first Shipset affected, and will be used to calculate incremental release schedules in Paragraph B.1 of this SBP Attachment 19. MATERIAL Metallic Raw Material tbn Non Metallic Raw Material tbn Castings/Forgings/Extrusions tbn Purchased Parts tbn FABRICATION: Detail Parts tbn ASSEMBLY Rate Tooling (over max protection rate) tbn
B. Incremental Release Plan C. In accordance with SBP Section , Seller will release Shipsets as scheduled herein on the dates indicated below. Material: Qty per s/s Support Point Release Date - -------- ------------------------------- ------------ Raw Material Purchased Parts Fabrication Lot 1 Lot 2 Assembly
Release Dates based on Master Schedule: See attachment 14 Attachment 19 - Page 1 of 1 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 20 TO SPECIAL BUSINESS PROVISIONS QUANTITY BASED PRICE ADJUSTMENT FORMULA This attachment sets forth the methodology used to calculate the annual Unit Billing Prices which shall be reflected along with the Base Prices within Attachment 1. A) DEFINITIONS: Airplane Program - refers to Boeing aircraft designation (e.g. 737, 747, 767, and 777). Part Number - an alpha numeric designation for each unique product manufactured. Unit Billing Price - Price to be paid for each separate Part Number delivered in a specified calendar year based on the airplane quantities and price reduction tables. Airplane Production Quantity Tables - A series of tables that outline a "Tier Level" based on airplane production quantities. Tier Level - A designation given to represent a specific range of airplane program production quantities. Quantity Based Price Reduction Percentage Table - A table which assigns a discount percentage based on Tier Level. Base Price - Part Number pricing prior to application of quantity based discount percentage. Base Prices (by calendar year) will be included in Attachment 1 and unlike Unit Billing Prices, will not be updated annually to reflect changes in production quantities. Firing Order - Boeing published schedules which depict airplane manufacturing, shop completion and delivery dates for each unique aircraft produced. BPD - Boeing Provided Details are Detailed Part Numbers used by the supplier in the completion of its end-item Statement of Work sold to Boeing under this contract. Seller purchases BPD's from Boeing. Attachment 20 - Page 1 of 6 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 B) UNIT PRICING - METHODOLOGY 1) Boeing will utilize the Airplane Production Quantity Tables as contained within this Attachment 20 to determine total number of aircraft which fall within each Tier Level and the Quantity Based Price Reduction Percentage Table to determine the price reduction to the base unit prices. 2) Each year, approximately sixty days prior to the anniversary of the first day of the month in which both parties fully execute this SBP, Boeing will use the most recently published Firing Orders to determine the total forecasted airplane production quantities for all Airplane Programs for the 12 month period immediately following the anniversary of the first day of the month in which both parties fully execute this SBP. This total production quantity will include all aircraft scheduled for shop completion at Boeing during the aforementioned 12 month period as reflected in these Firing Orders. 3) Boeing will utilize the Airplane Production Quantity Tables as contained within this Attachment 20 to determine total number of aircraft which fall within each Tier Level. 4) Boeing will utilize the Quantity Based Price Reduction Percentage Table to calculate a weighted average percentage reduction for use in determining Unit Billing Prices. 5) Boeing will update Attachment 1 approximately 30 days prior to the anniversary of the first day of the month in which both parties fully execute this SBP to include new Unit Billing Prices as calculated above for use during the following 12 month period. 6) Updated Attachment 1 Unit Billing Prices will be utilized by Seller for billing throughout this 12 month period. 7) Each year, a review of the actual airplane deliveries will occur approximately 30 days after the anniversary of the first day of the month in which both parties fully execute this SBP. If there is a deviation from forecasted production quantities to actual production quantities, a reconciliation lump sum payment or credit will be processed by Buyer and Seller. C) UNIT PRICING - CALCULATION TABLES 1) Airplane Production Quantity Tables (TABLE 1): 737 / 747 / 767 / 777 TOTAL AIRPLANE PRODUCTION QUANTITIES PER YEAR TIER 1 TIER 2 TIER 3 - --------- ------- ------- [*****] [*****] [*****]
Attachment 20 - Page 2 of 6 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 2) Quantity Based Price Reduction Percentage Table (TABLE 2): TIER PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD LEVEL 1 2 3 4 5 6 7 8 - ------- -------- -------- -------- -------- -------- -------- -------- -------- TIER 1 [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] TIER 2 [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] TIER 3 [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****]
Each of the Periods within Table 2 will be of 12 month duration and will immediately succeed the prior period. The combined eight years for these eight periods will be equal to the period of firm fixed pricing identified in SBP 4.1. Period 1 will begin on the first day of the month in which both parties fully execute this SBP and will end 12 months later. Period 8 will end on the day before the eighth anniversary of the first day of the month in which both parties fully execute this SBP. For example, if Period 1 begins on April 1, 2005 then Period 8 will end on March 31, 2013. D) UNIT PRICING - BILLING PRICE FORMULA: The formula to be used in the calculation of the Unit Billing Price for each Part Number is: P :Unit Billing Price A :Tier 1 Percent (as reflected Table 2 above) B :Tier 2 Percent (as reflected in Table 2 above) C :Tier 3 Percent (as reflected in Table 2 above) D : Target year Annual Airplane Production Total Quantity E : Tier 1 airplane quantity (Table 1) F : Tier 2 airplane quantity (Table 1) G :Tier 3 airplane quantity (Table 1) H :Base Unit Price (as reflected in Attachment 1) [*****] Note: Discounted Pricing for Part Numbers who's Unit Yearly Billing Price is greater than $200 shall be rounded to the nearest dollar. Discounted Pricing for Part Numbers who's Unit Yearly Billing Price is equal to or less than $200 shall be rounded to the nearest cent. E) UNIT PRICING - EXAMPLE: This example will calculate a hypothetical Unit Billing Price for a Part Number with a Base Price of [*****] for Period 3, assuming it is the 12 month period from April 1, 2007 through March 31, 2008. Attachment 20 - Page 3 of 6 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 1) On February 1, 2007 Boeing reviews the most recently published Firing Orders and determines that a total of [*****] aircraft are scheduled to be Boeing Shop Complete between April 1, 2007 and March 31, 2008. 2) Boeing utilizes the "Attachment 20" Airplane Production Quantity Table to determine that the numbers of aircraft which fall into each Tier Level are as follows: Tier 1 Airplanes Tier 2 Airplanes Tier 3 Airplanes - ---------------- ---------------- ---------------- [*****] [*****] [*****]
3) Boeing utilizes the Quantity Based Price Reduction Percentage Table to identify the appropriate discount percentages to be used for Period 3 Unit Billing Prices for each Tier Level. 4) Boeing utilizes the Unit Billing Price Formula and the information retrieved from Attachment 1 and Tables 1 and 2 as reflected below to calculate the appropriate Unit Billing Price for this Part Number for Period 3. H : Base Price (as reflected in Attachment 1) [*****] A : Tier 1 Percent (as reflected in Table 2 above) [*****] B : Tier 2 Percent (as reflected in Table 2 above) [*****] C : Tier 3 Percent (as reflected in Table 2 above) [*****] D : Annual Airplane Production Total Quantity [*****] E : Tier 1 airplane quantity (Table 1) [*****] F : Tier 2 airplane quantity (Table 1) [*****] G : Tier 3 airplane quantity (Table 1) [*****]
[*****] [*****] P : Unit Billing Price = [*****] 5) Boeing will utilize this same methodology to re-calculate Period 3 Unit Billing Prices for all Part Numbers contained within Attachment 1. Attachment 1 will be updated to reflect new Unit Billing Prices for Period 3 and provided to Seller. 6) Seller will utilize revised Attachment 1 for billing throughout Period 3. F) BOEING PROVIDED DETAILS (BPD) - COST SAVINGS PROCESS INTRODUCTION: Boeing and Seller expect that cost reductions may be accomplished by moving from Boeing facilities the BPD's related to Seller's Products and renegotiating certain outside material and parts supply contracts related to Seller's Products. The BPD's will be transitioned from Boeing to Seller based on a mutually agreed plan. ITEMS INCLUDED: Attachment 20 - Page 4 of 6 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 - All BPD parts are identified in SBP Attachment 16, only the following are required to be outsourced: - All BPD produced in [*****] will be outsourced. - Only parts that are direct shipped to Wichita/Tulsa are included BPD SAVINGS AND APPLICATION: - Boeing will receive an additional [*****] cost reduction per year starting in the year 2006 to the price reduction percentages depicted in the "Quantity Based Price Reduction Percentage Table" (Table 2 above) for Periods 1 through 8. The application of the [*****] price adjustment shall be made to the "Quantity Based Price Reduction Percentage Table" after the calculation of the quantity based price reduction has occurred, for each of the three tiers. CALCULATION EXAMPLE: - Reference above example (section E) resulted in an initial price of: [*****] - Additional [*****] cost reduction applied to Initial Unit Billing Price resulting in the Final Unit Billing Price. Final Unit Billing Price = [*****] BILLING FOR BPD PARTS NOT YET TRANSFERRED FROM BOEING: - Boeing will debit monthly (against current unpaid Seller invoices) the value of all BPD parts delivered in the prior month. The total value will equal the then current Boeing Unit price as outlined in Attachment 16 multiplied by the quantity of parts delivered to Seller in that month. Attachment 16 will be updated periodically by Boeing to reflect the most current Boeing fully burdened cost. - This process will remain in effect unless and until an alternate source has been implemented for BPD parts. - Seller will provide Boeing with a 12 month requirements forecast for BPD parts identified for transfer except for any titanium parts which Seller will provide an 18 month forecast. Seller will also provide no less than four (4) months notification to Boeing prior to alternate source implementation for any BPD part. - BPD Parts are FOB Boeing-dock and will be shipped at Seller cost. Attachment 20 - Page 5 of 6 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 TOOLING ASSOCIATED WITH BPD: Only Single use tooling will be made available to Seller and Seller will have the option to purchase and pay for this tooling and its related costs (including shipping). Single use tooling shall mean any tooling that is used solely for the manufacturing of a single part Number and that is not being utilized by Boeing for any other purpose. BOEING SUPPORT OF BPD TRANSFER: Boeing will provide typical supplier technical and outsource support. Attachment 20 - Page 6 of 6 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 21 TO SPECIAL BUSINESS PROVISIONS COMMODITY LISTING AND TERMS OF SALE (Reference SBP Section 12.13.2) COMMODITY LISTING Aluminum Flat Rolled Products Includes aluminum sheet, aluminum plate, wing plate, and body skins, excluding "soft" aluminum alloys. Aluminum extrusions, all press size or circle size. Titanium includes all wrought and un-wrought titanium mill products. TERMS OF SALE Parties The Seller is The Boeing Company, acting through its agent, TMX. The Customer is a Boeing subcontractor, at any tier, who is manufacturing a product in support of a Boeing requirement. Sales All materials to be furnished by Seller are to be within the limits and the sizes published by Seller and subject to Seller's standard tolerances for variations. Seller will warrant that all materials to be supplied will conform to the descriptions contained herein and on the face of the purchase order and that Seller will convey good title to any such materials free from any security interest, or other lien or encumbrance held by any other party and unknown to the customer. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS AND SELLER WILL MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES EXCEPT AS STATED HEREIN. Seller will not be liable for any incidental or consequential damages for any breach of warranty, express or implied. Seller's liability and the Customer's sole and exclusive remedy will be limited at Seller's option either to (a) return of the materials and repayment of the purchase price, or (b) replacement of nonconforming materials upon return thereof to Seller. The Customer shall be required to notify Seller in writing of any claim of breach of warranty and no materials shall be returned to Seller by the Customer without Seller's consent. Attachment 21 - Page 1 of 3 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 TERMS OF SALE - continued Payment Terms The following payment processes will be followed for material sold to Customer by Seller. All payments shall be in United States Dollars. DEBIT PROCESS The debit process will be used in all circumstances where the Customer has an account with the Seller. The amount due is the quantity shipped multiplied by the unit price, plus the price for any value added services. The amount due will be collected by the Seller's applying a debit to the Customer's account. Payment is due on the (net) fifteenth (15th) day from the scheduled delivery date. The debit will be applied to the Seller's account on the payment due date. If the debit amount exceeds the amount outstanding on the Customer's account, the Customer will remit to The Boeing Company the amount due beyond the debit payment due date. The foregoing debit process does not apply to Sellers who are only performing under orders issued by the Tulsa Division of the Boeing Commercial Airplanes. INVOICE PROCESS The invoice process will be used for Customers not currently making direct sales to Boeing; foreign countries governed by MITI laws and regulations (currently Australia, Brazil, China, India, Japan, and Korea), and orders issued by the Tulsa Division of the Boeing Commercial Airplanes. The amount due is the quantity shipped multiplied by the unit price, plus the price for any value added services. Payment is due on the (net) thirtieth (30th) day after the date of Seller's invoice, which shall be issued on the day following the date of shipment. DEBIT/INVOICE DISPUTE PROCEDURE Customer may dispute payment amounts due provided that (1) Customer contacts Seller within 25 days of the date of the debit/ invoice, (2) Customer provides a complete reason as to the dispute. If the action is Seller's to resolve, late payment charges will not be assessed on amounts that are under dispute. Once a dispute has been resolved, payment terms will be (net) fifteen (15) days from the date of resolution. FAILURE TO PAY In the event Customer fails to make payments when due, Seller reserves the right to assert whatever remedies it may have under law, including setoffs Attachment 21 - Page 2 of 3 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 against amounts due from Seller to Customer on other contracts. In such an event, Seller may, with respect to future orders, require full payment in advance or otherwise alter the terms of payment specified earlier. Attachment 21 - Page 3 of 3 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 22 TO SPECIAL BUSINESS PROVISIONS ABNORMAL ESCALATION (Reference SBP 4.1) 1. Prices for Recurring Products will be adjusted for Abnormal Escalation as provided below. In the event that escalation, as forecast by a composite of the identified below indices, exceeds [*****] for any given calendar year ("Abnormal Escalation"), the Prices for Recurring Products for the subsequent calendar year shall be adjusted by that percentage value which exceeds [*****]. Abnormal Escalation is calculated each year against the Prices for Recurring Products effective for that year and is not cumulative. The adjusted Prices for Recurring Products will revert back to the SBP Attachment 1 Prices for Recurring Products at the beginning of the subsequent calendar year. Any prolonged extraordinary inflation would be considered by the parties to determine any mutually agreeable proper actions to be taken. 2. Adjustments to the Prices for Recurring Products will be determined by the following economic indices: A. Material - [*****] B. Labor - [*****] Composite - [*****] 3. Special Notes: In the event the U.S. Bureau of Labor Statistics discontinues or alters its current method of calculating the indices specified above, Boeing and [Partner] shall agree upon an appropriate substitution for or adjustment to the indices to be employed herein. All calculations will be held to a six (6) decimal place level of precision. Indices shall be pulled on [November 15th] of each year. Attachment 22 - Page 1 of 2 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 4. Abnormal Escalation Formula: Adjustments to the Prices for Recurring Products, if any, for the period 2008 through 2021 shall be calculated as follows: [*****] Where [*****] A = Adjusted Prices for Recurring Products (20X2 Price) B = Base Prices for Recurring Products IP = Percentage of composite index as compared to the previous year MC = Current material index value (September 20X1) MP = Previous year material index value (September 20X0) LC = Current labor index value (3rd quarter 20X1) LP = Previous year labor index value (3rd quarter 20X0) 5. Example: Abnormal Escalation Price Increase B = $2,000,000 MC = September 2008 material index value = [*****] MP = September 2007 material index value = [*****] LC = 3rd quarter 2008 labor index value = [*****] LP = 3rd quarter 2007 labor index value = [*****] IP = [*****] Since IP > [*****] clause is triggered 2009 Unit Price = [*****] 6. Example: Abnormal Escalation Clause Not Triggered B = $2,000,000 MC = September 2008 material index value = [*****] MP = September 2007 material index value = [*****] LC = 3rd quarter 2008 labor index value = [*****] LP = 3rd quarter 2007 labor index value = [*****] IP = [*****] Clause not triggered because (IP < [*****]) attachment 22 - page 2 of 2 Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*****]. BOEING / Spirit AeroSystems Inc. Special Business Provisions (SBP) MS ###-###-#### Amendment 1 SBP ATTACHMENT 23 TO SPECIAL BUSINESS PROVISIONS RESERVED
