EX-10.3 4 a12-20136_1ex10d3.htm EX-10.3

Exhibit 10.3

 


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 [*****].

 

Amendment 7

 

SPECIAL BUSINESS PROVISIONS

 

between

 

THE BOEING COMPANY

 

and

 

SPIRIT AEROSYSTEMS, INCORPORATED.

 

MS-65530-0016

 



 


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 7

 

TABLE OF CONTENTS

 

TITLE PAGE

TABLE OF CONTENTS

ATTACHMENTS

AMENDMENT PAGE

RECITAL PAGE

 

1.0

DEFINITIONS

9

 

 

 

2.0

CONTRACT FORMATION

13

 

2.1

Order

13

 

2.2

Entire Agreement

13

 

2.3

Incorporated by Reference

13

 

2.4

Written Authorization to Proceed

13

 

 

 

3.0

SUBJECT MATTER OF SALE

14

 

3.1

Subject Matter of Sale

14

 

3.2

Period of Performance

14

 

3.3

Nonrecurring Work

14

 

 

3.3.1

Engineering Services

14

 

 

 

3.3.1.1

Engineering Services

14

 

 

3.3.2

Product Development and Test

14

 

 

 

3.3.2.1

Product Development and Test Activities

14

 

 

 

3.3.2.2

Static and Fatigue Test Articles

15

 

 

3.3.3

Certification Support

15

 

 

3.3.4

Tooling

15

 

 

 

3.3.4.1

Tooling – General

15

 

 

 

3.3.4.2

Contractor Use-Tooling (also known as Seller-Use Tooling)

15

 

 

 

3.3.4.3

Common-Use Tooling

15

 

 

 

3.3.4.4

Use of Casting, Forging and Extrusion Tooling

16

 

 

 

3.3.4.5

Initial Planning

16

 

 

 

3.3.4.6

Title to Tooling

16

 

 

 

3.3.4.7

Use and Disposition of Tooling

16

 

 

 

3.3.4.8

Reserved

17

 

 

 

3.3.4.9

Responsible Party

17

 

 

3.3.5

Life Cycle Product Teams

17

 

 

3.3.6

Weight Status Reporting

17

 

3.4

Recurring Work

17

 

 

3.4.1

Production Articles

17

 

 

3.4.2

Delivery Point and Schedule

18

 

 

 

3.4.2.1

Additional Events of Excusable Delay

18

 

 

3.4.3

Transportation Routing Instructions

18

 

 

3.4.4

Manufacturing Configuration

18

 

 

3.4.5

Sustaining Product Definition

18

 

 

3.4.6

Tooling Maintenance

18

 

 

3.4.7

Maintenance of Production Planning

19

 

 

3.4.8

Certification Support

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-65530-0016 Amendment 7

 

 

 

3.4.9

Type Design and Type Certification Data Development and Protection

19

 

 

3.4.10

Seller Authorized Representative (AR) Requirements and Obligations

19

 

3.5

Product Support and Miscellaneous

19

 

 

3.5.1

Miscellaneous Work

19

 

 

3.5.2

Delivery Schedule of Other Products and Performance of Services

19

 

 

 

 

 

4.0

PRICING

20

 

4.1

Recurring Price

20

 

 

4.1.1

Interim Extension Pricing

20

 

4.2

RESERVED

21

 

4.3

Pricing of Requirements for Modification or Retrofit

21

 

 

4.3.1

Boeing Responsibility or Regulatory Requirement

21

 

 

4.3.2

Reserved

21

 

4.4

Expedite of Production Requirements

21

 

4.5

Pricing for Derivatives

21

 

4.6

POA Pricing

21

 

 

 

5.0

PAYMENT

22

 

5.1

Invoicing

22

 

 

5.1.1

Invoicing Requirements

22

 

 

5.1.2

Invoicing Shipset Identification

22

 

 

5.1.3

Customs Invoicing

22

 

 

5.1.4

Mailing Instructions

22

 

 

5.1.5

Pay From Receipt

22

 

5.2

Recurring Payment

23

 

 

5.2.1

Non-Recurring Payment

23

 

5.3

Payment Method

25

 

5.4

Payment Errors

25

 

 

 

6.0

CHANGES

25

 

 

 

7.0

CHANGE PROVISIONS

26

 

7.1

Price Adjustment for Changes

26

 

7.2

Change Pricing Criteria

26

 

7.3

Reserved

28

 

7.4

Reserved

28

 

7.5

Schedule Acceleration/Deceleration

28

 

 

7.5.1

Production Rates

28

 

7.6

Total Cost Management

28

 

 

7.6.1

Boeing Generated Technical and Cost Improvement

29

 

7.7

Obsolescence

29

 

7.8

Reserved

29

 

7.9

Proposals for Price Adjustment

29

 

7.10

Apportionment and Payment of Price Adjustments

31

 

 

7.10.1

Recurring Work Price Adjustment

31

 

 

7.10.2

Apportionment and Payment

31

 

 

 

 

 

8.0

GOVERNING QUALITY ASSURANCE REQUIREMENTS

31

 

 

 

9.0

STATUS REPORTS/REVIEWS

31

 

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-65530-0016 Amendment 7

 

 

9.1

Notification of Shipment

31

 

9.2

General Reports Reviews

31

 

9.3

Cost Performance Visibility

32

 

9.4

Problem Reports

32

 

9.5

Notice of Delay - Premium Effort

33

 

9.6

Diversity Reporting Format

34

 

9.7

Planning Schedule

34

 

 

 

 

10.0

BOEING ASSISTANCE

34

 

10.1

Boeing Technical / Manufacturing Assistance Regarding Seller’s Nonperformance

34

 

10.2

Other Boeing Assistance

34

 

 

 

 

11.0

REPAIR AUTHORIZATION

34

 

11.1

Boeing-Performed Work

34

 

11.2

Reimbursement for Repairs

35

 

 

 

 

12.0

OTHER REQUiREMENTS

35

 

12.1

SUPPORTING DOCUMENTATION

35

 

 

12.1.1

Supporting Documentation and Priority

35

 

 

12.1.2

Revision of Documents

36

 

 

12.1.3

Compliance

37

 

12.2

RESERVED

37

 

12.3

ACCOUNTABILITY FOR TOOLING

38

 

12.4

CERTIFIED TOOL LISTS

38

 

12.5

BOEING FURNISHED TOOLING

38

 

12.6

PACKAGING AND SHIPPING

38

 

 

12.6.1

Packaging

38

 

 

12.6.2

Product Packaging

39

 

 

12.6.3

Disposable Shipping Fixtures

39

 

 

12.6.4

Packing Sheet and Test Reports

39

 

 

12.6.5

Additional Copies

40

 

 

12.6.6

Price Inclusive

40

 

12.7

CYCLE TIME REQUIREMENTS

40

 

12.8

COMPATIBILITY WITH ENGINEERING BUSINESS AND PRODUCTION SYSTEMS

40

 

12.9

ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION

40

 

 

12.9.1

Exchange of Digital Product Definition between Boeing and Seller

40

 

 

12.9.2

Systems/Software Compatibility between Boeing and Seller

40

 

 

12.9.3

Electronic Access, Communications and Data Exchange via Telecommunications

41

 

12.10

PROGRAM MANAGER

41

 

12.11

SUBCONTRACTING

41

 

 

12.11.1

Subcontractors and Suppliers

42

 

12.12

INTERNATIONAL COOPERATION

42

 

 

12.12.1

Market Access and Sales Support

42

 

 

12.12.2

Offset Assistance

43

 

12.13

SUPPLY CHAIN INTEGRATION

43

 

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-65530-0016 Amendment 7

 

 

 

12.13.1

Supplier Banked Material (SBM) or Boeing Provided Details (BPD)

43

 

 

 

12.13.1.1

ATA Stringers

44

 

 

12.13.2

Boeing Raw Material Strategy

44

 

 

12.13.3

Third Party Pricing

45

 

 

 

12.13.3.1

Toray Raw Material

45

 

 

12.13.4

Obligation to Accept Assignment of Contracts

46

 

12.14

Reserved

47

 

12.15

LIFE CYCLE PRODUCT TEAM

47

 

 

12.15.1

Purpose

47

 

 

 

12.15.1.1

Qualifications

47

 

 

12.15.2

Work Schedule

47

 

 

12.15.3

Equipment and Supplies

47

 

 

12.15.4

Employment Status

47

 

 

12.15.5

Team Leader

48

 

 

12.15.6

Discipline

48

 

 

12.15.7

Removal of Personnel

48

 

12.16

INCREMENTAL RELEASE

48

 

12.17

PARTICIPATION

49

 

 

12.17.1

Other Boeing Entilies

49

 

 

12.17.2

RESERVED

49

 

 

12.17.3

RESERVED

49

 

 

12.17.4

Notification of Contract

49

 

12.18

RESERVED

49

 

12.19

Surplus Products

49

 

 

12.19.1

Return of Surplus Products

49

 

 

12.19.2

Substitution of Surplus Products

49

 

 

 

 

 

13.0

ORDER OF PRECEDENCE

50

 

 

 

14.0

RESERVED

51

 

 

 

15.0

APPLICABLE LAW

51

 

 

 

16.0

PRODUCT SUPPORT AND ASSURANCE

51

 

16.1

Warranty

51

 

 

16.1.1

Product Support and Assurance Document (PSAD) D6-83315

51

 

 

 

 

 

17.0

ADMINISTRATIVE MATTERS

51

 

17.1

Administrative Authority

51

 

17.2

Administrative Agreement

52

 

 

 

 

18.0

OBLIGATION TO PURCHASE AND SELL

52

 

18.1

Replacements

52

 

 

 

 

19.0

STRATEGIC ALIGNMENT / SUBCONTRACTING

52

 

 

 

20.0

OWNERSHIP OF INTELLECTUAL PROPERTY

53

 

20.1

Technical Work Product

53

 

20.2

Inventions and Patents

53

 

20.3

Works of Authorship and Copyrights

54

 

20.4

Pre-Existing Inventions and Works of Authorship

55

 

 

 

 

21.0

SOFTWARE PROPRIETARY INFORMATION RIGHTS

55

 

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-65530-0016 Amendment 7

 

22.0

INFRINGEMENT

55

 

 

 

23.0

DIGITIZATION OF PROPRIETARY INFORMATION and MATERIALS

56

 

 

 

24.0

CONFIGURATION CONTROL

56

 

 

 

25.0

Reserved

56

 

 

 

26.0

On-Site Support

57

 

26.1

Indemnification Negligence of Seller or Subcontractor

57

 

26.2

Commercial General Liability

57

 

26.3

Automobile Liability

58

 

26.4

Workers’ Compensation

58

 

26.5

Certificates of Insurance

58

 

26.6

Self-Assumption

58

 

26.7

Protection of Property

59

 

26.8

Compliance with Boeing Site Requimments

59

 

 

 

27.0

Reserved

59

 

 

 

28.0

DELIVERY – TITLE AND RISK OF LOSS

59

 

28.1

Title and Risk of Loss

59

 

 

 

29.0

Reserved

60

 

 

 

30.0

CUSTOMER CONTACT

60

 

 

 

31.0

Reserved

60

 

31.1

Interest on Overdue Amounts

60

 

 

 

 

32.0

SURVIVAL

60

 

 

 

33.0

INVENTORY AT CONTRACT COMPLETION

61

 

 

 

34.0

SELLER ASSISTANCE

61

 

 

 

35.0

NONRECURRING WORK TRANSFER

62

 

 

 

36.0

DISPOSITION OF TOOLING

62

 

 

 

37.0

CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT)

63

 

 

 

38.0

ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS

63

 

 

 

39.0

RESTRICTIONS ON LOBBYING

63

 

39.1

Applicability

63

 

39.2

Certification

64

 

39.3

Flow Down

64

 

Signature Page

 

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-65530-0016 Amendment 7

 

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 8

Lead time Matrix (Accel/Decel)

Attachment 7

Indentured Priced Parts List and POA Pricing

Attachment 8

Seller Data Submittals

Attachment 9

Non-Recurring Agreements

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

Reserved

Attachment 20

Quantity Price Adjustment

Attachment 21

Commodity Listing and Terms of Sale

Attachment 22

Abnormal Escalation

Attachment 23

767-2C SOW

 

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 7

 

AMENDMENTS

 

Amend
Number

 

Description

 

Date

 

Approval

 

 

 

 

 

 

 

 

 

1

 

Revise Company name from Mid-Western Aircraft Systems Incorporated to Spirit AeroSystems throughout document. Update attachments 1, 2, 4, 14 and 16.

 

2/23/06

 

H. McCormick/
R. Stone

 

 

 

 

 

 

 

 

 

2

 

Incorporate CCNs as listed in attachment 2, includes addition of new section 12,19, modification to sections 3.4.9,12.16 and 32.0, updates to attachments 1, 2, 6, 7, 15, 16, 19 and 20.

 

4/11/07

 

H. McCormick/
J. Edwards

 

 

 

 

 

 

 

 

 

3

 

Incorporate CCNs as listed in attachment 2, updates to attachments 1, 2, 7, 14, 15, 16 and 22.

 

11/28/07

 

H. McCormick/
J. Edwards

 

 

 

 

 

 

 

 

 

4

 

Incorporate CCNs as listed in attachment 2. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328.

 

7/8/08

 

S. Hu
W. Wallace

 

 

 

 

 

 

 

 

 

5

 

Incorporate CCNs as listed in attachment 2, includes addition of new section 12.3.1.1. Updates to Attachments 1, 2, 7, 14, 15, 16, 20.

 

6/22/09

 

S. Hu
R. Stone

 

 

 

 

 

 

 

 

 

6

 

Incorporate CCNs as listed in attachment 2, includes addition of new section 39. Updates to Attachments 1, 2, 4, 7, 9, 10, 14, 16. Incorporate Attachment 9 per CCN 2385.

 

11/23/10-

 

S. Hu
M. Milan

 

 

 

 

 

 

 

 

 

7

 

Incorporate CCNs as listed in attachment 2, includes addition of new section 12.13.3.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA.

 

7/29/11

 

S. Hu
M. Milan

 

 

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-65530-0016 Amendment 7

 

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).

 

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-65530-0016 Amendment 7

 

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 adaption 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, 787, 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 accept 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 require 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.

 

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-65530-0016 Amendment 7

 

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.

 

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-65530-0016 Amendment 7

 

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.

 

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-65530-0016 Amendment 7

 

HH.                         “Tooling” For purposes of this SBP, Tooling means ail 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-65530-0016 dated June 16, 2005 is incorporated in and made a part of this SBP by this reference.

 

Administrative Agreement (“AA”) AA-65530-0010 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.

 

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-65530-0016 Amendment 7

 

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.

 

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-65530-0016 Amendment 7

 

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 ail 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 D33203-1, “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

 

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-65530-0016 Amendment 7

 

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 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 therefore 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 at 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.

 

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-65530-0016 Amendment 7

 

3.3.4.8           Reserved

 

3.3.4.9           Responsible Party

 

Seller shall absorb alt 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-10868-1, “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.

 

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-65530-0016 Amendment 7

 

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.

 

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-65530-0016 Amendment 7

 

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, including where applicable, flow down requirements to Seller’s subcontractors and suppliers.  Seller shall maintain such type design and type certificate data in accordance with Boeing Document D6-83393, “Certification Records Retention for Boeing Suppliers” for the life of such type certificate.  As part of this SBP Boeing is entitled to access, review and receive the type design/certification and data in a manner Boeing and Seller agree to in the D6-83393 or a records management agreement.  Boeing Document D6-83393 is incorporated in and made a part hereof by this reference.  Seller shall make available to Boeing, upon request, all compliance data as set forth in the D6-83393 related to the Product(s) which is maintained by Seller or Seller’s subcontractors or suppliers.  Such records shall be made available as soon as possible but in no event later than seventy-two (72) hours of Boeing’s request.

 

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 DOA300-354-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

 

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.

 

3.5.2                     Delivery Schedule of Other Products and Performance of Services

 

All deliveries of other Products and performance of services will he as set forth in any applicable order, as set forth in SBP Section 3.4.2.

 

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-65530-0016 Amendment 7

 

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 provoked 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, Staler 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, than 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 — [*****]

 

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-65530-0016 Amendment 7

 

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 fisted in SBP Attachment 1 or the pro rata share of the appropriate Attachment 1 price represented by the POA multiplied by a factor of [*****].

 

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-65530-0016 Amendment 7

 

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”).

 

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-65530-0016 Amendment 7

 

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 Sellers pack sip 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 the 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 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

 

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-65530-0016 Amendment 7

 

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 catch 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 seine 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 Bathe 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

 

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-65530-0016 Amendment 7

 

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 otter 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 such written direction upon receipt, irrespective of any failure by the Parties to

 

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-65530-0016 Amendment 7

 

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 Sellers 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:

 

Recurring Price:

 

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-65530-0016 Amendment 7

 

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 of [*****].  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.

 

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-65530-0016 Amendment 7

 

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 prize 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.

 

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-65530-0016 Amendment 7

 

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 competiveness 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.  Notwithstanding 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:

 

Changes Prior to 100% Engineering Release — No later than sixty (60) calendar clays after 100% Engineering Release, Seller shall submit to Boeing a listing of

 

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-65530-0016 Amendment 7

 

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, 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.

 

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-65530-0016 Amendment 7

 

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, telecom, 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

 

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-65530-0016 Amendment 7

 

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 format 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:

 

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-65530-0016 Amendment 7

 

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.

 

The SBP Section 9.5 applies in lieu of the 3rd sentence of GTA Section 4.1.

 

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-65530-0016 Amendment 7

 

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 well 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

 

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-65530-0016 Amendment 7

 

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 EPA, 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

 

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-65530-0016 Amendment 7

 

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.

 

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-65530-0016 Amendment 7

 

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 unit 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

 

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-65530-0016 Amendment 7

 

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 ail 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.

 

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-65530-0016 Amendment 7

 

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, and -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 each 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, dearly 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.

 

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-65530-0016 Amendment 7

 

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

 

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-65530-0016 Amendment 7

 

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.

 

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-65530-0016 Amendment 7

 

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 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 writing within thirty (30) days of such direction.  If there is a cost or schedule

 

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-65530-0016 Amendment 7

 

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

 

Sellers 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 Pooduct(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.

 

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-65530-0016 Amendment 7

 

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.

 

12.13.1.1                                             ATA Stringers

 

Pricing for ATA Stringer parts as noted in Attachment 16 are [*****] priced from [*****] through [*****].  If airplane rates decrease to lower than [*****] APM for the combined 737 and 767 Programs deliveries, ATA Stringer prices will increase up to [*****] defined by Boeing.

 

If airplane rates decrease to lower than [*****] APM for the combined 737 and 767 Programs deliveries, ATA Stringer prices will increase by up to an additional [*****] as defined by Boeing, for a total increase up to [*****] to the negotiated [*****] price.  Boeing and Spirit will mutually agree on the effective date of the price increase.

 

The parties mutually agree that equitable compensation may be recovered for [*****].

 

Boeing is responsible for all [*****] costs associated with Boeing Airplane Program changes including derivatives and Boeing initiated production changes that lead to new [*****].

 

Spirit is responsible for all Non-recurring and Recurring costs associated with Spirit dictated changes, including part numbers or configurations generated to support Spirit unique requirements, those not dictated by Boeing, e.g., modification work, rejections or any SP (special part).  One time non-recurring lot charge of [*****] will apply to each Spirit SP.  Non-recurring tooling costs associated with SP will be included in the SP recurring price.

 

Boeing is not liable for costs incurred by Spirit as a result of Boeing MRB actions related to BPD ATA Stringers or Spirit rejections of Boeing produced BPD ATA Stringers.

 

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

 

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-65530-0016 Amendment 7

 

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 Contact”).  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.

 

12.13.3.1                                             Toray Raw Material

 

During the term of this SBP, Spirit’s material purchases from Toray to support any requirements for products listed in Attachment 1 of the SBP shall be applicable to the terms of Section 12.13.3 Third Party Pricing.  The Third Party Pricing reimbursement will be based on the difference between the [*****] base (Attachment 1 prices are determined using this value) and [*****].

 

Methodology:

 

1)             Each year, in February, Boeing and Spirit will agree on the total airplane deliveries for the prior 12-month period for each minor model.

 

2)             Boeing will use the agreed-to Material Buy weights (to be updated every [*****]) and the total airplane deliveries to determine the total Toray material purchases by Spirit for the year.

 

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-65530-0016 Amendment 7

 

3)             The Third Party Pricing reimbursement will be calculated using the Toray Reimbursement formula.

 

Toray Reimbursement formula:

 

The formula to be used in the calculation of the Toray Third Party Pricing reimbursement is:

 

[*****]

 

P is calculated for the [*****] period, and for the [*****] period, each year, due to two Quantity Based Discount factors in each calendar year.

 

 

 

Fly Weight

 

Buy Weight

[*****]

 

 

 

 

[*****]

 

[*****]

 

[*****]

[*****]

 

[*****]

 

[*****]

[*****]

 

[*****]

 

[*****]

[*****]

 

 

 

 

[*****]

 

[*****]

 

[*****]

 

12.13.4       Obligation to Accept Assignment of Contracts

 

If Boeing has a contract(s) wfth 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.

 

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-65530-0016 Amendment 7

 

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.

 

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

 

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-65530-0016 Amendment 7

 

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 and applicable Orders.  These production plans and schedules will include plans for the purchase of material and the fabrication and assembly of Production Articles in accordance with Seller policy.  Seller shall purchase material, standards and purchased parts and authorize fabrication and assembly of Production Articles in accordance with Schedules and lead times as specified in Attachment 6.

 

Seller-proposed and Boeing-approved costs associated with 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.

 

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-65530-0016 Amendment 7

 

12.17                 PARTICIPATION

 

12.17.1       Other Boeing Entilies

 

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

 

12.19                 Surplus Products

 

12.19.1       Return of Surplus Products

 

Boeing shall be entitled to return to Seller, at Boeing’s expense, any Product that has been delivered to Boeing in accordance with this SBP and that is surplus to Boeing’s then current requirements (including without limitation, any Products returned to Boeing by any Customer); provided that (i) any such Product may only be returned to Seller if agreed by Seller, and such agreement shall not be unreasonably withheld, and (ii) such Product is an a current production configuration or can be, in Boeing’s determination, economically changed to such a configuration.  On receipt of any such Product, Seller shall credit Boeing’s account with [*****] or an amount to be negotiated on a case by case basis, [*****] as set forth in SBP Attachment 7 “Indentured Parts Price List and Spare Part Pricing.”  If instructed by Boeing, Seller shall rework any such returned Product to put such Product in a current configuration.  Such rework shall be considered Miscellaneous Work and shall be priced in accordance with SBP Attachment 7 “Indentured Priced Parts List and POA’s” or as may be otherwise mutually agreed between the Parties.

 

12.19.2       Substitution of Surplus Products

 

In its sole discretion, Boeing may, upon providing written notice to Seller at least four (4) months prior to the scheduled delivery date for any Production Article, elect to use any Product in inventory or any Product returned to Boeing by any Customer in the place of such Production Article.  Boeing’s notice shall include the cumulative line number of the Program Airplane or Derivative on which Boeing intends to incorporate

 

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-65530-0016 Amendment 7

 

such Product.  Seller shall not deliver such Production Article to Boeing and shall not invoice Boeing for the Price of such undelivered Production Article.

 

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:

 

1.                                       These Special Business Provisions (“SBP”) including attachments (excluding all documents listed below), then

 

2.                                       General Terms Agreement (“GTA”) (exuding all documents listed elsewhere on this listing), then

 

3.                                       Purchase contract if any, then

 

4.                                       Order (excluding all documents listed elsewhere on this listing), then

 

5.                                       D6-83323, Engineering Delegation Levels and Responsibility, Accountability and Authority (RAA) Descriptions for Specific Components on 737, 767, 747 and 777 Aircraft

 

6.                                       D6-83267-2, BCA Engineering Requirements for Mid-Western Aircraft Systems, Incorporated — Divestiture of the Wichita/Tulsa Division

 

7.                                       Engineering Drawing by Part Number and, if applicable, Supplier Specification Plan (SBP) then

 

8.                                       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

 

9.                                       Electronic Access Agreement, then

 

10.                                 Administrative Agreement, if any, then

 

11.                                 Any other Boeing generated exhibits, attachments, forms, flysheets, codes or documents that the Parties agree shall be part of this SBP, then lastly

 

12.                                 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.

 

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-65530-0016 Amendment 7

 

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.

 

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

 

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-65530-0016 Amendment 7

 

Boeing, authority to grant approval or consent is limited to Boeing’s Procurement Representative as provided in the Administrative Agreement.

 

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.

 

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-65530-0016 Amendment 7

 

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.

 

(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.

 

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-65530-0016 Amendment 7

 

(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 USG 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 subbaragraph (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.

 

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-65530-0016 Amendment 7

 

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, bid 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 semiconductor mask work, or based on misappropriation or wrongful use of

 

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-65530-0016 Amendment 7

 

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 forrnal specifications issued by the other Party where infringernent 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 not 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 writen 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

 

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-65530-0016 Amendment 7

 

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 therein or arising out of or in any way related to this Agreement, 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 peragraph.

 

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

 

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-65530-0016 Amendment 7

 

insurance with available limits of not less than One Million Dollars ($1,000,000) 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 with 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 properly 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 thereon 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 shall the liability of Seller or any subcontractor thereof be limited to the extent of any of the minimum limits of insurance required herein.

 

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-65530-0016 Amendment 7

 

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 destruclion 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 frorn 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 Requimments

 

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 extend resulting from Seller’s fault, negligence, willful misconduct or failure to comply with the material terms of this SBP.  Passing of title on delivery shall not constitute final acceptance of such Products by Boeing.

 

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-65530-0016 Amendment 7

 

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 withcut 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 fall 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 Section 3.4.9 “Type Design and Type Certification Data Development and Protection”, SBP Section 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 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

 

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-65530-0016 Amendment 7

 

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 unusabie.  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 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

 

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-65530-0016 Amendment 7

 

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”.

 

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

 

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-65530-0016 Amendment 7

 

Tooling that must be transferred and delivered pursuant to GTA Section 12.0, GTA Section 13.0 cr 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).

 

39.0                        RESTRICTIONS ON LOBBYING

 

39.1                        Applicability

 

SBP Section 39.0 applies to all Sellers, domestic and foreign if:

 

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 [*****].

 

Boeing / Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 7

 

Seller’s Product is sold by Boeing, individually or incorporated into another product such as an Aircraft, to a Customer who finances the purchase of the Product or product with a direct loan from the Export-Import Bank of the United States (“Direct Loan”), and

 

The ship set price of the Product, combined with the ship set prices of any other items sold to Boeing by Seller which are incorporated into the product sold to the Customer, exceeds [*****].

 

39.2                        Certification

 

Boeing will notify Seller in writing if it believes the conditions of 39.1 are met and the below described certificate and disclosure form are required.  If applicable, Boeing will also identify the Aircraft being financed.

 

Upon receipt of such notice, Seller will execute an “Anti-Lobbying Certificate” substantially in the form of Attachment 24 to this SBP and, if applicable, Standard Form-LLL, “Disciosure Form to Report Lobbying.”  (a copy or the form can be found at http://www.ahrq.gov/downloads/pub/rfp010003/lobbying.pdf)

 

Seller will provide the executed certificate to the Boeing Procurement Representative.  Also, Seller will forward to the Boeing Procurement Representative any originals of the Standard Form-LLL received by Seller from its subcontractors of any tier promptly upon Seller’s receipt.

 

39.3                        Flow Down

 

With respect to any Direct Loan, the substance of this SBP MS-65530-0016 shall apply to all of Seller’s suppliers of any tier who supply items with a ship set price exceeding [*****].  Seller agrees to incorporate the substance of SBP MS-65530-0016, including this subsection 39.3, in all applicable subcontracts.

 

64



 


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 7

 

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

 

 

 

 

 

 

Name:

Name:

 

 

Title:

Title:

 

 

Date:

Date:

 

65



 


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 7

 

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 I 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 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 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 detail part numbers and pricing for each year.
Note: Attachment 1 Parts and Prices provided under separate file due to size.]
Non-recurring pricing and non-pricing agreements are contained in ATTACHMENT 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-65530-0016
Amendment 7

 

ATTACHMENT 1 SCHEDULE A

 

Wichita 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-65530-0016
Amendment 7

 

SBP ATTACHMENT 1A TO
SPECIAL BUSINESS PROVISIONS

 

Attachment 1A

 

The statement of work ([*****]) listed in this Attachment 1A is subject to all terms and conditions of SBP MS-65530-0016 and Amendment 1 thereto.  Any reference to Attachment 1 in this SBP is applicable to the work statement listed on this Attachment 1A with the following exceptions:

 

1.                                       With reference to clause 3.2 Period of Performance, the wording in section 3.2 is amended in its entirety only to the extent that applies to the parts listed in this Attachment 1A by the following:

 

The period of performance for this work statement is April 18th, 2006 through [*****].  Boeing has no obligation to Seller for any or all derivative airplane programs for this statement of work.  At or prior to the end of this period of performance, the Parties may agree to an extension beyond [*****], subject to agreement of the Parties as to Price and Schedule.

 

2.                                       With reference to clause 4.1 Recurring Price, wording in section 4.1 is amended in its entirety only to the extent that it applies to the statement of work listed in this Attachment 1A by the following:

 

The Price of Recurring Products is set forth in SBP Attachment 1A and includes the total price for all work under this Attachment 1A, subject to any applicable adjustments under SBP section 7.0.

 

3.                                       With reference to clause 4.4.1 Interim Extension Pricing, wording in section 4.1.1 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1A.

 

4.                                      With reference to clause 4.5 pricing for Derivatives, wording in section 4.5 is superseded in its entirety for the statement of work listed in this Attachment 1A by the following:

 

For Derivatives(s) and follow-on work outside the term of this SBP, Boeing reserves the right to contact with any supplier Boeing determines is appropriate for the supply of the Products addressed in the SBP Attachment 1A.  In determining the appropriate supplier for Derivative(s), [*****], will be a key consideration in the selection process, and in the establishment of Nonrecurring and recurring Shipset Prices for Derivative(s).  If Boeing selects Seller as the supplier for these Products, change pricing will be subject to SBP Section 7.9.

 



 


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-65530-0016
Amendment 7

 

5.                                       With reference to Attachment 16 Boeing Furnished Material/Boeing Provided Details, Attachment 16 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1A.

 

6.                                       With reference to Attachment 22 Abnormal Escalation, Attachment 22 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1A.

 

7.                                       With Reference to GTA section 12.3 Seller’s Claim, the following text is deleted and not applicable to the statement of work listed in this Attachment 1A.

 

If Boeing terminates an Airplane Program according to the terms of GTA 25.0 within [*****] of [*****], then Seller shall further have the right to receive from Boeing an inconvenience fee equal to [*****], determined without regard to any write-off or other adjustment by reason of such termination, for the Tooling in support of the terminated Airplane Program.

 

Boeing shall have ninety (90) days from receipt of Seller’s claim to dispute such claim by delivering to Seller a written notice setting forth Boeing’s grounds for dispute.  If Boeing does not deliver such a notice to Seller or reach agreement with Seller regarding Seller’s claim within such ninety (90) day period, Seller may by written notice, seek resolution of its claim through the Senior Vice President Supplier Management or that person’s equivalent (the “Senior Executive”) as provided in Section 33.  If no response from such Senior Executive is received by Seller within 30 days of such Senior Executive’s receipt of Seller’s notice, Boeing shall pay Seller the amount claimed by Seller within fifteen (15) days thereafter.  Provided, however, that such payment shall be subject to full or partial recovery by Boeing by setoff, credit or otherwise, to the extent Seller’s claim is determined by Boeing to not be (x) in compliance with the terms of Section 12 or Attachment 1A to this GTA or (y) compensable under the regulations cited below; provided, however, that Boeing’s determination shall remain subject to the provisions of SBP Section 33.

 

8.                                       With reference to GTA section 15 Suspension of Work, the following text is deleted and not applicable to the statement of work listed in this Attachment 1A:

 

“and Boeing will compensate Seller for its reasonable direct costs incurred as a result of such Stop Work Order”.

 

9.                                       With reference to GTA section 16.0 Termination or Wrongful Cancellation, the following text is deleted and not applicable to the statement of work listed in this Attachment 1A:

 

“plus an amount for [*****], if any.  Notwithstanding the foregoing, if Boeing wrongfully cancels or terminates all orders with respect to a model

 



 


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 7

 

of Program Airplane (“Cancelled Program Airplane”) and such cancellation or termination results in or has the effect of a cancellation or termination of this Agreement or SBP MS-65530-0016 in its entirety with respect to the Cancelled Program Airplane, or if Boeing wrongfully cancels or terminates SBP MS-65530-0016 with respect to a Cancelled Program Airplane, then Seller shall be entitled to all remedies available at law or in equity, except that the monetary damages that Seller may recover shall not exceed [*****]”.

 

The prices for Products to be delivered on or before [*****] through [*****] are [*****] prices.  The pricing for [*****] is reflective of [*****] percent of the total yearly requirements for the subject parts.  Yearly requirements are inclusive of production, spares, retrofit, modification, POA and replacement part requirements.

 

The Parties acknowledge and agree that those provisions that have been amended in this Attachment 1A do not amend the same provisions for the rest of the Contract.

 



 


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 7

 

SBP ATTACHMENT 1B TO
SPECIAL BUSINESS PROVISIONS

 

Attachment 1B

 

Recitals

 

WHEREAS, Boeing and Seller entered into a Memorandum of Agreement dated August 28, 2007 (“MOA” for purposes of this Attachment 1B) for the model 747-8 propulsion work;

 

WHEREAS, the Parties intended, and established within the MOA, that the nacelle portion of the statement of work in the MOA would be governed by the prospective agreement Special Business Provisions MS-65520-0049;

 

AND

 

WHEREAS, the Parties never completed negotiation of or executed MS-65520-0049;

 

NOW, therefore, the Parties wish to establish terms and conditions by which certain 747-8 nacelle work will be governed by SBP MS-65530-0016.

 

The statement of work for 747-8 Nacelle listed in this SBP Attachment 1B (Nacelle SOW 1B) is subject to all terms and conditions of SBP MS-65530-0016 and Amendment 5 thereto, except as otherwise specified in this Attachment 1B.

 

As of the effective date of SBP Attachment 1B, one Non-Recurring milestone payment remains as agreed in MOA 6-5630-MEG07-003, Attachment 2.  The remaining milestone payment for [*****] has not been paid and is due at first aircraft delivery to the Customer.

 

Nacelle SOW-1B

 

[*****]
[*****]
[*****]
[*****]

 

[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]

 

030-22002-1 - Primary Exhaust (Kit)

 



 


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 7

 

Any reference to SBP Attachment 1 Work Statement and Pricing in this SBP is applicable to the Nacelle SOW 1B with the following exceptions:

 

1.                                      With reference to SBP Section 3.2 Period of Performance, the wording in section 3.2 is superseded in its entirety by the following for the parts listed in this SBP Attachment 1B:

 

The period of performance for this work statement is [*****] through [*****] at which time Boeing has no further obligation to procure Attachment 1B statement of work from Seller.  If a new 747 derivative airplane program is launched during this Period of Performance, Seller shall retain all rights included in this SBP Attachment 1B for that derivative airplane program.

 

[*****] prior to the end of the [*****] period of performance, Buyer will notify Seller of Buyer’s intent to either competitively bid the SBP Attachment 1B statement of work or negotiate pricing with Seller as a single source supplier.

 

2.                                      With reference to SBP Section 4.1 Recurring Price, wording in section 4.1 is superseded in its entirety by the following for the statement of work listed in this Attachment 1B:

 

The Price of Recurring Products is set forth in Attachment 1B of the SBP and includes the total price for all baseline statement of work under this Attachment 1B, subject to any applicable adjustments under SBP Section 7.0. Change Provisions, Pricing shall be included as an update to SBP Attachment 1 and SBP Attachment 7 Indentured Parts List and POA Pricing upon execution of this Amendment 1B.

 

747-8 Nacelle Shipset Pricing

 

The nacelle shipset consists of [*****] Inlet, [*****] Fan Cowl and [*****] Exhaust Nozzle/Plug Kits.  The [*****] Price [*****] Nacelle shipset baseline pricing shall be [*****].  Individual component pricing shall be [*****] for the Inlet [*****] for the Fan Cowls and [*****] for the Exhaust Nozzle/Plug Kits.

 

For clarification purposes, the Pricing in the MOA in August 2007 is for the baseline statement of work, 314U800-01 Rev New dated December 6, 2006, and all Changes subsequent to the baseline statement of work are not included in the SBP Attachment 1B pricing set forth above.

 

If Buyer, [*****] prior to the [*****] Period of Performance end date has notified Seller of its intent to contract with Seller as a single source supplier, then [*****] prior to the end of the [*****] period of performance, Seller will

 



 


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 7

 

propose pricing for the following [*****] or a period agreed upon by the Parties.  The parties will negotiate pricing in good faith based on then-prevailing market conditions for 747-8 Nacelle hardware.

 

3.                                      With reference to SBP Section 4.1.1 Interim Extension Pricing, wording in section 4.1.1 is superseded in its entirety by the following for the statement of work listed in this SBP Attachment 1B:

 

If the parties are unable to reach agreement on Pricing by the date which is [*****] prior to [*****], then such matter shall be resolved pursuant to GTA Section 33.0.  If any dispute for Pricing continues after the period of performance then interim pricing shall be established.  Interim Pricing shall be the then current Base Price 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 expiration of the period of performance of this Attachment 1B of the SBP.

 

A.                                    Material - [*****]

 

B.                                    Labor - [*****]

 

4.                                      With reference to SBP Section 5.2 Recurring Payment, wording in section 5.2 is superseded in its entirety by the following, for the statement of work listed in this Attachment 1B:

 

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.                                      With reference to SBP Section 5.2.1 Non-Recurring Payment, the first paragraph and only the first paragraph, beginning “Non-Recurring Payment...” is superseded by the following for the statement of work listed in this Attachment 1B.

 



 


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 7

 

Non-Recurring Tooling payment shall be paid in immediately available funds net [*****] 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).

 

6.                                      With reference to SBP Section 7.5 Schedule Acceleration/Deceleration and SBP Attachment 6 Lead Time Matrix, the 747-8 Nacelle Hardware listed in this Attachment 1B will be subject to the same 747 Strut/Nacelle (S/N) Lead Times, as outlined in Amendment 5 of SBP MS-65530-0016 Atch 6, column 747.

 

7.                                      With reference to SBP Attachment 16 Boeing Provided Details and Supplier Banked material, Attachment 16 will be updated to reflect the current GE115 Boeing Provided Details for installation on the Inlet.

 

8.                                      With reference to SBP Attachment 20 Quantity Based Price Adjustment Formula, Attachment 20 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1B.

 

9.                                      With reference to SBP Attachment 22 Abnormal Escalation, Attachment 22 is deleted in its entirety and not applicable for the statement of work listed in this Attachment 1B.

 

The Parties acknowledge and agree that those provisions that have been amended in this Attachment 1B do not amend the same provisions for the rest of the Contract.

 



 


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 7

 

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

 

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-65530-0016
 Amendment 7

 

122

 

123

 

124

 

125

 

127

 

 

 

 

 

Amendment 2 incorporates:

 

068

 

070

 

090

 

114

 

115

 

116

 

126

128

 

129

 

130

 

131

 

132

 

133

 

134

135

 

136

 

137

 

138

 

139

 

140

 

141

142

 

143

 

144

 

145

 

146

 

147

 

148

149

 

150

 

151

 

152

 

153

 

154

 

155

156

 

157

 

158

 

159

 

160

 

161

 

162

162 RI

 

163

 

164

 

165

 

166

 

167

 

168

169

 

170

 

171

 

172

 

173

 

174

 

175

175R1

 

176

 

177

 

178

 

179

 

180

 

181

 

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-65530-0016
 Amendment 7

 

Amendment 2 incorporates - continued:

 

182

 

183

 

184

 

185

 

186

 

187

 

187 (2)

188

 

189

 

190

 

191

 

192

 

193

 

194

195

 

196

 

197