Exhibit 4.3


 


EXECUTION
VERSION


 


FIFTH
SUPPLEMENTAL INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE (this “Fifth
Supplemental Indenture”), dated as of November 23, 2022, among Spirit AeroSystems, Inc., a Delaware corporation (the
 “Company”), Spirit AeroSystems Holdings, Inc., a Delaware corporation (“Holdings”), Spirit
AeroSystems North Carolina, Inc., a North Carolina corporation and a subsidiary of the Company (“Spirit NC”, and
together with Holdings, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the
indenture referred to below (the “Trustee”).


 


RECITALS OF THE COMPANY AND THE GUARANTORS


 


WHEREAS, the Company, Holdings, certain subsidiaries
of the Company and the Trustee entered into the Indenture, dated as of June 1, 2016 (as supplemented by the Supplemental Indenture,
dated as of December 5, 2016, the Second Supplemental Indenture, dated as of February 24, 2020, the Third Supplemental Indenture,
dated as of April 17, 2020, and the Fourth Supplemental Indenture (as defined below), the “Indenture”), providing
for the issuance of the Company’s 3.850% Senior Notes due 2026 (the “Notes”);


 


WHEREAS, the Company, Holdings and Spirit NC are
party to an Indenture, dated as of October 5, 2020 (the “2025 Indenture”), with The Bank of New York Mellon Trust
Company, N.A. as trustee and collateral agent (in such capacity, the “2025 Notes Collateral Agent”), pursuant to which
the Company issued its 5.500% Senior Secured First Lien Notes due 2025 (the “2025 First Lien Notes”);


 


WHEREAS, on October 5, 2020, pursuant to a
security and pledge agreement (the “2025 Notes Security Agreement”), the Company and the Guarantors granted to the
2025 Notes Collateral Agent on behalf of the Holders of the 2025 First Lien Notes certain Liens (the “2025 Indenture Liens”)
on certain assets of the Company and the Guarantors described in the 2025 Notes Security Agreement (the “2025 First Lien Notes
Collateral”) as security for the obligations under the 2025 First Lien Notes, and the Company and the Guarantors granted to
the 2025 Notes Collateral Agent on behalf of the Holders of the Notes and the Trustee liens on the same collateral as the 2025 Indenture
Liens (the “2025 First Lien Notes Liens”) as security for the obligations of the Company and the Guarantors under the
Notes and the Indenture in accordance with Section 4.08 of the Indenture;


 


WHEREAS, on October 5, 2020, the Company,
Holdings, and Spirit NC entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), to provide
for the granting of liens by the Company, Holdings and Spirit NC to secure the Notes on an equal and ratable basis with the 2025 First
Lien Notes;


 


WHEREAS, on the date hereof, the Company, Holdings
and Spirit NC entered into a First Supplemental Indenture to the 2025 Indenture, pursuant to which, among other things, the 2025 Indenture
Liens on the 2025 First Lien Notes Collateral were released;


 


WHEREAS, the Indenture provides that any Lien (as
defined in the Indenture) created for the Holders of the Notes in accordance with Section 4.08 of the Indenture shall be unconditionally
released and discharged upon the release and discharge of the Initial Lien;


 


WHEREAS, on the date hereof, pursuant to an indenture,
by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (in such
capacity, the “New Notes Collateral Agent”), the Company intends to issue new senior secured notes (the “New
Notes”) that will be secured on a first-priority basis by Liens on certain assets of the Company and the Guarantors;


 






     

     


    

 


WHEREAS, in connection with the grant of security
for the obligations under the New Notes (the “New Notes Obligations”), Holdings desires to secure the Notes on an equal
and ratable basis as the New Notes solely to the extent required to do so under the Indenture;


 


WHEREAS, pursuant to a security and pledge agreement
dated on the date hereof (the “New Notes Security Agreement”), the Company and the Guarantors will grant to the New
Notes Collateral Agent on behalf of the holders of the New Notes certain Liens (collectively, “New Notes Liens”) on
certain assets of the Company and the Guarantors described in the New Notes Security Agreement (the “New Notes Collateral”)
as security for the New Notes Obligations, and the Company and the Guarantors will also grant to the New Notes Collateral Agent on behalf
of the Holders of the Notes and the Trustee (together with the other holders of Secured Obligations (as such term is defined in the New
Notes Security Agreement), the “New Notes Secured Parties”) liens on the same collateral as the New Notes Liens (the
 “First Lien Notes Liens”) as security for the obligations of the Company and the Guarantors under the Notes and the
Indenture in accordance with Section 4.08 of the Indenture;


 


WHEREAS, Section 9.01(h) of the Indenture
provides that the Company and the Trustee are authorized to execute and deliver indentures supplemental to the Indenture without the consent
of any Holders to, among other things, secure the Notes; and


 


WHEREAS, the Company hereby requests that the Trustee
join in the execution and delivery of this Fifth Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:


 


1.              DEFINITIONS
IN FIFTH SUPPLEMENTAL INDENTURE. All terms contained in this Fifth Supplemental Indenture that are defined in the Indenture and not defined
herein shall, for all purposes hereof, have the meanings given to such terms in the Indenture, unless the context otherwise specifies
or requires.


 


2.              ACKNOWLEDGMENT
OF RELEASE OF LIENS. The Trustee hereby acknowledges the full and unconditional release of the 2025 First Lien Notes Liens on the 2025
First Lien Notes Collateral pursuant to Section 4.08(b) of the Indenture upon the full and unconditional release of the 2025
Indenture Liens granted under the 2025 Notes Security Agreement.


 






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3.              ACKNOWLEDGMENT
OF LIENS. The Trustee hereby acknowledges:


 


the granting of the First Lien Notes Liens on the New Notes
Collateral to the New Notes Collateral Agent, for the benefit of the Trustee and the Holders pursuant to the New Notes Security Agreement,
to secure the payment of principal and interest and all other amounts due and owing pursuant to the terms of the Notes and the Indenture
on an equal and ratable basis with the New Notes Obligations and, in connection herewith, the Trustee hereby acknowledges on behalf of
the Holders the execution and delivery of the New Notes Security Agreement pursuant to which such First Lien Notes Liens on the New Notes
Collateral shall be granted to the New Notes Collateral Agent, for the benefit of the Holders of the Notes, the Trustee and the other
Secured Parties, on the terms and subject to the limitations set forth therein, including provisions related to the release of New Notes
Collateral and the exercise of remedies.


 


Amounts received by the Trustee pursuant to clause
(ii) of Section 9 of the New Notes Security Agreement shall be applied by the Trustee pursuant to Section 6.10 of the Indenture.


 


4.              EFFECTIVENESS
OF THIS SUPPLEMENTAL INDENTURE. This Fifth Supplemental Indenture shall become effective upon execution hereof by the Company, Holdings,
Spirit NC and the Trustee.


 


5.              CONSENT.
The Company hereby consents to the granting of the First Lien Notes Liens on the New Notes Collateral, each for the benefit of the Holders
of the Notes and the Trustee to secure the payment of principal and interest and all other amounts due and owing pursuant to the terms
of the Notes on an equal and ratable basis with the New Notes Obligations, as described in Section 3 above and in the New Notes Security
Agreement.


 


6.              RATIFICATION
OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fifth Supplemental Indenture
shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.


 


7.              GOVERNING
LAW. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


8.              TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental
Indenture or the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors. All of the provisions
contained in the Indenture in respect of the rights, privileges, protections, immunities, powers and duties of the Trustee shall be applicable
in respect of this Fifth Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.


 


9.              COUNTERPARTS.
This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument. The exchange of copies of this Fifth Supplemental Indenture and of signature
pages that are executed by manual signatures that are scanned, photocopied or faxed or by other electronic signing created on an
electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign) that is approved by the Trustee, shall constitute effective
execution and delivery of this Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto that are executed by manual
signatures that are scanned, photocopied or faxed or by other electronic signing created on an electronic platform (such as DocuSign)
or by digital signing (such as Adobe Sign) that is approved by the Trustee, shall be deemed to be their original signatures for all purposes
of this Fifth Supplemental Indenture as to the parties hereto and may be used in lieu of the original.


 






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Anything
in the Indenture, the Notes or this Fifth Supplemental Indenture to the contrary notwithstanding, for the purposes of the transactions
contemplated by this Fifth Supplemental Indenture, the Notes and any document to be signed in connection with the Indenture, this Fifth
Supplemental Indenture or the Notes (including amendments, waivers, consents and other modifications, Officer’s Certificates and
Opinions of Counsel and other related documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned,
photocopied or faxed or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such
as Adobe Sign) that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping
of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually
executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.


 


10.            EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction thereof.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties hereto have caused
this Fifth Supplemental Indenture to be duly executed as of the date first above written.


 


	 	SPIRIT AEROSYSTEMS, INC.
	 	 	 
	 	By:	/s/ Rhonda Harkins
	 	 	Name:  Rhonda Harkins
	 	 	Title:  Treasurer


 


	 	SPIRIT AEROSYSTEMS HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Rhonda Harkins
	 	 	Name:  Rhonda Harkins
	 	 	Title:  Treasurer


 


	 	SPIRIT AEROSYSTEMS NORTH CAROLINA, INC.
	 	 	 
	 	By:	/s/ Rhonda Harkins
	 	 	Name:  Rhonda Harkins
	 	 	Title:  Treasurer


 


[Signature
Page to Fifth Supplemental Indenture]


 






     

     


    

 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 	 
	 	By:	/s/ April Bradley
	 	 	Name: April Bradley
	 	 	Title:   Vice President


  


[Signature
Page to Fifth Supplemental Indenture]