Exhibit 10.17

 

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 [*****].

 

Amendment 8

 

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 8

 

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 8

 

	
 
    	
 
    	
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 Work
    	
 
    	
19
    
	
 
    	
 
    	
3.5.1
    	
Miscellaneous Work
    	
 
    	
19
    
	
 
    	
 
    	
3.5.2
    	
Delivery Schedule of Other Products and Performance of   Services
    	
 
    	
20
    
	
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
    	
 
    	
32
    
	
 
    	
 
    	
7.10.1
    	
Recurring Work Price Adjustment
    	
 
    	
32
    
	
 
    	
 
    	
7.10.2
    	
Apportionment and Payment
    	
 
    	
32
    
	
8.0
    	
GOVERNING QUALITY ASSURANCE REQUIREMENTS
    	
 
    	
32
    
	
9.0
    	
STATUS REPORTS/REVIEWS
    	
 
    	
32
    


 

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 8

 

	
 
    	
9.1
    	
Notification of Shipment
    	
 
    	
32
    
	
 
    	
9.2
    	
General Reports / Reviews
    	
 
    	
33
    
	
 
    	
9.3
    	
Cost Performance Visibility
    	
 
    	
33
    
	
 
    	
9.4
    	
Problem Reports
    	
 
    	
34
    
	
 
    	
9.5
    	
Notice of Delay - Premium Effort
    	
 
    	
35
    
	
 
    	
9.6
    	
Diversity Reporting Format
    	
 
    	
35
    
	
 
    	
9.7
    	
Planning Schedule
    	
 
    	
35
    
	
10.0
    	
BOEING ASSISTANCE
    	
 
    	
35
    
	
 
    	
10.1
    	
Boeing Technical / Manufacturing Assistance Regarding Seller’s   Nonperformance
    	
 
    	
35
    
	
 
    	
10.2
    	
Other Boeing Assistance
    	
 
    	
36
    
	
11.0
    	
REPAIR AUTHORIZATION
    	
 
    	
36
    
	
 
    	
11.1
    	
Boeing-Performed Work
    	
 
    	
36
    
	
 
    	
11.2
    	
Reimbursement for Repairs
    	
 
    	
36
    
	
12.0
    	
OTHER REQUIREMENTS
    	
 
    	
37
    
	
 
    	
12.1
    	
SUPPORTING DOCUMENTATION
    	
 
    	
37
    
	
 
    	
 
    	
12.1.1
    	
Supporting Documentation and Priority
    	
 
    	
37
    
	
 
    	
 
    	
12.1.2
    	
Revision of Documents
    	
 
    	
37
    
	
 
    	
 
    	
12.1.3
    	
Compliance
    	
 
    	
38
    
	
 
    	
12.2
    	
Reserved
    	
 
    	
38
    
	
 
    	
12.3
    	
ACCOUNTABILITY FOR TOOLING
    	
 
    	
39
    
	
 
    	
12.4
    	
CERTIFIED TOOL LISTS
    	
 
    	
39
    
	
 
    	
12.5
    	
BOEING FURNISHED TOOLING
    	
 
    	
39
    
	
 
    	
12.6
    	
PACKAGING AND SHIPPING
    	
 
    	
39
    
	
 
    	
 
    	
12.6.1
    	
Packaging
    	
 
    	
39
    
	
 
    	
 
    	
12.6.2
    	
Product Packaging
    	
 
    	
40
    
	
 
    	
 
    	
12.6.3
    	
Disposable Shipping Fixtures
    	
 
    	
40
    
	
 
    	
 
    	
12.6.4
    	
Packing Sheet and Test Reports
    	
 
    	
40
    
	
 
    	
 
    	
12.6.5
    	
Additional Copies
    	
 
    	
41
    
	
 
    	
 
    	
12.6.6
    	
Price Inclusive
    	
 
    	
41
    
	
 
    	
12.7
    	
CYCLE TIME REQUIREMENTS
    	
 
    	
41
    
	
 
    	
12.8
    	
COMPATIBILITY WITH ENGINEERING BUSINESS AND PRODUCTION   SYSTEMS
    	
 
    	
41
    
	
 
    	
12.9
    	
ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT   DEFINITION
    	
 
    	
41
    
	
 
    	
 
    	
12.9.1
    	
Exchange of Digital Product Definition between Boeing and   Seller
    	
 
    	
41
    
	
 
    	
 
    	
12.9.2
    	
Systems/Software Compatibility between Boeing and Seller
    	
 
    	
41
    
	
 
    	
 
    	
12.9.3
    	
Electronic Access, Communications and Data Exchange via   Telecommunications
    	
 
    	
42
    
	
 
    	
12.10
    	
PROGRAM MANAGER
    	
 
    	
42
    
	
 
    	
12.11
    	
SUBCONTRACTING
    	
 
    	
42
    
	
 
    	
 
    	
12.11.1
    	
Subcontractors and Suppliers
    	
 
    	
43
    
	
 
    	
12.12
    	
INTERNATIONAL COOPERATION
    	
 
    	
43
    
	
 
    	
 
    	
12.12.1
    	
Market Access and Sales Support
    	
 
    	
43
    
	
 
    	
 
    	
12.12.2
    	
Offset Assistance
    	
 
    	
44
    
	
 
    	
12.13
    	
SUPPLY CHAIN INTEGRATION
    	
 
    	
44
    


 

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 8

 

	
 
    	
 
    	
12.13.1
    	
Supplier Banked Material (SBM) or Boeing Provided Details   (BPD)
    	
 
    	
44
    
	
 
    	
 
    	
 
    	
12.13.1.1 ATA Stringers
    	
 
    	
45
    
	
 
    	
 
    	
12.13.2
    	
Boeing Raw Material Strategy
    	
 
    	
45
    
	
 
    	
 
    	
12.13.3
    	
Third Party Pricing
    	
 
    	
46
    
	
 
    	
 
    	
 
    	
12.13.3.1 Toray Raw Material
    	
 
    	
46
    
	
 
    	
 
    	
12.13.4
    	
Obligation to Accept Assignment of Contracts
    	
 
    	
47
    
	
 
    	
12.14
    	
Reserved
    	
 
    	
47
    
	
 
    	
12.15
    	
LIFE CYCLE PRODUCT TEAM
    	
 
    	
47
    
	
 
    	
 
    	
12.15.1
    	
Purpose
    	
 
    	
47
    
	
 
    	
 
    	
 
    	
12.15.1.1 Qualifications
    	
 
    	
48
    
	
 
    	
 
    	
12.15.2
    	
Work Schedule
    	
 
    	
48
    
	
 
    	
 
    	
12.15.3
    	
Equipment and Supplies
    	
 
    	
48
    
	
 
    	
 
    	
12.15.4
    	
Employment Status
    	
 
    	
48
    
	
 
    	
 
    	
12.15.5
    	
Team Leader
    	
 
    	
49
    
	
 
    	
 
    	
12.15.6
    	
Discipline
    	
 
    	
49
    
	
 
    	
 
    	
12.15.7
    	
Removal of Personnel
    	
 
    	
49
    
	
 
    	
12.16
    	
INCREMENTAL RELEASE
    	
 
    	
49
    
	
 
    	
12.17
    	
PARTICIPATION
    	
 
    	
49
    
	
 
    	
 
    	
12.17.1
    	
Other Boeing Entities
    	
 
    	
49
    
	
 
    	
 
    	
12.17.2
    	
RESERVED
    	
 
    	
50
    
	
 
    	
 
    	
12.17.3
    	
RESERVED
    	
 
    	
50
    
	
 
    	
 
    	
12.17.4
    	
Notification of Contract
    	
 
    	
50
    
	
 
    	
12.19
    	
Surplus Products
    	
 
    	
50
    
	
 
    	
 
    	
12.19.1
    	
Return of Surplus Products
    	
 
    	
50
    
	
 
    	
 
    	
12.19.2
    	
Substitution of Surplus Products
    	
 
    	
50
    
	
13.0
    	
ORDER OF PRECEDENCE
    	
 
    	
51
    
	
14.0
    	
RESERVED
    	
 
    	
52
    
	
15.0
    	
APPLICABLE LAW
    	
 
    	
52
    
	
16.0
    	
PRODUCT SUPPORT AND ASSURANCE
    	
 
    	
52
    
	
 
    	
16.1
    	
Warranty
    	
 
    	
52
    
	
 
    	
 
    	
16.1.1
    	
Product Support and Assurance Document (PSAD) D6-83315
    	
 
    	
52
    
	
17.0
    	
ADMINISTRATIVE MATTERS
    	
 
    	
52
    
	
 
    	
17.1
    	
Administrative Authority
    	
 
    	
52
    
	
 
    	
17.2
    	
Administrative Agreement
    	
 
    	
53
    
	
18.0
    	
OBLIGATION TO PURCHASE AND SELL
    	
 
    	
53
    
	
 
    	
18.1
    	
Replacements
    	
 
    	
53
    
	
19.0
    	
STRATEGIC ALIGNMENT / SUBCONTRACTING
    	
 
    	
53
    
	
20.0
    	
OWNERSHIP OF INTELLECTUAL PROPERTY
    	
 
    	
54
    
	
 
    	
20.1
    	
Technical Work Product
    	
 
    	
54
    
	
 
    	
20.2
    	
Inventions and Patents
    	
 
    	
54
    
	
 
    	
20.3
    	
Works of Authorship and Copyrights
    	
 
    	
55
    
	
 
    	
20.4
    	
Pre-Existing Inventions and Works of Authorship
    	
 
    	
56
    
	
21.0
    	
SOFTWARE PROPRIETARY INFORMATION RIGHTS
    	
 
    	
56
    


 

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 8

 

	
22.0
    	
INFRINGEMENT
    	
 
    	
56
    
	
23.0
    	
DIGITIZATION OF PROPRIETARY INFORMATION AND MATERIALS
    	
 
    	
57
    
	
24.0
    	
CONFIGURATION CONTROL
    	
 
    	
57
    
	
25.0
    	
RESERVED
    	
 
    	
57
    
	
26.0
    	
ON-SITE SUPPORT
    	
 
    	
58
    
	
 
    	
26.1
    	
Indemnification Negligence of Seller or subcontractor
    	
 
    	
58
    
	
 
    	
26.2
    	
Commercial General Liability
    	
 
    	
58
    
	
 
    	
26.3
    	
Automobile Liability
    	
 
    	
59
    
	
 
    	
26.4
    	
Workers’ Compensation
    	
 
    	
59
    
	
 
    	
26.5
    	
Certificates of Insurance
    	
 
    	
59
    
	
 
    	
26.6
    	
Self-Assumption
    	
 
    	
59
    
	
 
    	
26.7
    	
Protection of Property
    	
 
    	
60
    
	
 
    	
26.8
    	
Compliance with Boeing Site Requirements
    	
 
    	
60
    
	
27.0
    	
RESERVED
    	
 
    	
60
    
	
28.0
    	
DELIVERY - TITLE AND RISK OF LOSS
    	
 
    	
60
    
	
 
    	
28.1
    	
Title and Risk of Loss
    	
 
    	
60
    
	
29.0
    	
RESERVED
    	
 
    	
61
    
	
30.0
    	
CUSTOMER CONTACT
    	
 
    	
61
    
	
31.0
    	
RESERVED
    	
 
    	
61
    
	
 
    	
31.1
    	
Interest on Overdue Amounts
    	
 
    	
61
    
	
32.0
    	
SURVIVAL
    	
 
    	
61
    
	
33.0
    	
INVENTORY AT CONTRACT COMPLETION
    	
 
    	
62
    
	
34.0
    	
SELLER ASSISTANCE
    	
 
    	
62
    
	
35.0
    	
NONRECURRING WORK TRANSFER
    	
 
    	
63
    
	
36.0
    	
DISPOSITION OF TOOLING
    	
 
    	
63
    
	
37.0
    	
CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT)
    	
 
    	
64
    
	
38.0
    	
ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY   MANAGEMENT SYSTEMS
    	
 
    	
64
    


 

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 8

 

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 8

 

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. 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
    	
 
    	
Incorporate CCNs as listed in attachment 2,   includes revisions to section 7.9 and 12.13.1.1. Updates to Attachments 1, 2,   4, 7, 9, 14, 15, 16.
    	
 
    	
2/6/2013
    	
 
    	
C.   Howell
   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 8

 

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 8

 

G.                        “Cycle Time” means the period of time that elapses between the dates the Program executes a Customer implementation directive for a Program Airplane and delivery of such Program Airplane to such Customer.

 

H.                       “Dataset” means any compilation of data or information (including, without limitation, numerical data, geometric definitions, program instructions or coded information) which may be used directly in, integrated with or applied to, a computer program for further processing.  A Dataset may be a composite of two or more other Datasets or an extract of a larger Dataset.

 

I.                            “Derivative” means any model airplane that either (1) can be FAA certificated by an amendment to an existing Type Certificate through addition of a new minor model, or by a Supplemental Type Certificate; and bears the same major model designation as an airplane currently being manufactured (e.g., 737, 747, 767, 777) by Boeing:  or (2) includes all of the following conditions: (a) has the same number of engines as the existing model airplane; (b) utilizes essentially the same aerodynamic and propulsion design, major assembly components, and systems as the existing model airplane; (c) achieves other payload/range combinations by changes in body length, engine thrust or variations in certified gross weight; (d) has the same body cross-section as the subject model aircraft; and (e) uses substantially the same technology, design, materials, specifications, and manufacturing processes as existing Program Airplane.  Derivative does not mean Boeing Integrated Defense Systems (IDS) Products or any BCA aircraft delivered to Boeing IDS except as currently provided in Attachment 4.  A Derivative does not include any subject model airplane, which has been or was currently in production as of the date of execution of this SBP, or any new airplane program receiving a new major model designation and which requires a new Type Certificate.

 

J.                            “Drawing” means an electronic or manual depiction of graphics or technical information representing a Product or any part thereof and which includes the parts list and specifications relating thereto.

 

K.                       “Effective Date” means the date on which both parties fully execute this SBP.

 

L.                         “End Item Assembly” means any Product which is described by a single part number and which is comprised of more than one component part.

 

M.                     “Engineering Release” means engineering Drawings, Datasets or other Documents, that define the design requirements of any Product.

 

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 8

 

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 8

 

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 8

 

HH.             “Tooling” For purposes of this SBP, Tooling means all tooling, used in production or inspection of Products, either provided to Seller by Boeing or supplied by Seller whereby Boeing agrees to pay Seller for the manufacture of such tooling, including New Tooling and Existing Tooling.

 

2.0                               CONTRACT FORMATION

 

2.1                               Order

 

Any Order to which this SBP applies will include a statement incorporating this SBP by reference unless otherwise specifically agreed to in writing by the Parties.

 

Each such Order will be governed by and be deemed to include the provisions of this SBP.

 

2.2                               Entire Agreement

 

The Order, this SBP, the GTA, the AA, and the EAA sets forth the entire agreement, and supersede any and all other prior agreements, understandings and communications between Boeing and Seller related to the subject matter of an Order.  The rights and remedies afforded to Boeing or Customers pursuant to any provisions of an Order are in addition to any other rights and remedies afforded by any other provisions of the Order, the General Terms Agreement (GTA) or the SBP, by law or otherwise.

 

2.3                               Incorporated by Reference

 

General Terms Agreement (“GTA”) BCA-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 8

 

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 8

 

3.3.2.2                                                           Static and Fatigue Test Articles

 

Seller will provide Boeing with Products and associated hardware as set forth in SBP Attachment 2 “Production Article Definition and Contract Change Notices” for static and fatigue tests, and as scheduled in SBP Attachment 14.

 

3.3.3                                             Certification Support

 

Seller is responsible for all certification activities as set forth in SBP Attachment 4 “Additional Statement of Work” including the associated costs.

 

3.3.4                                             Tooling

 

3.3.4.1                                                           Tooling — General

 

Boeing will retain ownership of all Existing Tooling and shall acquire ownership of all New Tooling upon passage of title thereto to Boeing in accordance with Section 3.3.4.6 of this SBP, and for financial reporting purposes and income tax purposes the Parties shall treat all Tooling so owned by Boeing in a manner consistent with Boeing’s ownership thereof.  Subject only to Seller’s right of use granted by Boeing hereunder and without diminishing the obligations of Seller hereunder, Boeing shall have and retain all rights, title and interest in all Tooling.  Seller shall be entitled to use Tooling for the purposes of performing its obligations of this SBP and for Spares and MRO aftermarket according to the terms of the HMSGTA, any applicable SLA’s and any other applicable SBP’s.

 

All Tooling produced or used in performance of this SBP must conform to the provisions of Boeing Document D953W001, “General Operations Requirements Document for Suppliers External/Internal Suppliers/Program Partners,” and D33200-1, “Boeing Suppliers’ Tooling Document” or, subject to Boeing’s review and approval not to be unreasonably withheld or delayed, its equivalent or replacement document.

 

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

 

As of the date hereof, Seller is responsible for providing all New Contractor-Use Tooling (as defined in “New Tooling”) needed to manufacture and deliver Products as required in the performance of this SBP.  Seller shall plan, design, manufacture or procure, and test all New Contractor-Use Tooling.  Existing Contractor-Use Tooling (as defined in “Existing Tooling”) and New Contractor-Use Tooling shall be in the configuration, quantity and quality required to produce (i) Production Articles in accordance with SBP Attachment 14 and (ii) other Boeing requirements for Products (including, without limitation, Spare Parts).

 

3.3.4.3                                                           Common-Use Tooling

 

Seller shall design, manufacture or procure, and test all New Common-Use Tooling including, without limitation, strongback handling fixtures, rotable

 

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 8

 

shipping fixtures and handling fittings.  The requirements for such items will be defined and identified by Boeing.

 

3.3.4.4                                                           Use of Casting, Forging and Extrusion Tooling

 

Boeing or its designees shall have and retain the right to use all Tooling for the production of castings, forgings and extrusions produced at Seller’s direction for use under this SBP and such Tooling shall be used only in the performance of this SBP or any other SBP that Boeing may designate in writing.  Such Tooling shall be retained for use in production of castings, forgings and extrusions for Boeing or as Boeing directs until Boeing gives written notice to Seller that a requirement for the use of such Tooling no longer exists.  Subject to the terms of this SBP, Boeing hereby grants to Seller the right to use any Tooling during the term of this SBP for the production of castings, forgings or extrusions that will become part of any Product, in which Boeing has a right of use, ownership or other proprietary interest.

 

3.3.4.5                                                           Initial Planning

 

Seller will perform all Tooling and production planning activities.  Seller shall also prepare, and Boeing shall have the right to review, Tooling and production planning documentation as necessary to evaluate Seller’s ability to produce Production Articles in accordance with SBP Attachment 2 “Production Article Definition and Contract Change Notices” SBP Attachment 4 “Additional Statement of Work” and Spare Parts.

 

3.3.4.6                                                           Title to Tooling

 

Boeing shall retain title to all Existing Tooling.  Title to all New Tooling shall pass from Seller or any of Seller’s subcontractors to Boeing upon completion of the manufacture of such New Tooling by Seller or any of its subcontractors and after payment 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 of all Seller-Use Tooling and Common-Use Tooling (other than such Tooling, which is in the actual possession of Boeing,).  Seller shall not create or be responsible for the creation by others, any lien, claim or right of any person or entity other than the rights of Boeing, in respect of any Tooling, under this SBP.

 

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 8

 

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-10898-1, “Weight Compliance Requirements/Participant Contractors”.

 

3.4                               Recurring Work

 

3.4.1                                             Production Articles

 

Upon acceptance of the initial and subsequent Orders, Seller shall provide the Production Articles specified in SBP Attachment 1 “Statement of Work”, Attachment 2 “Production Article Definition and Contract Change Notices” in accordance with the delivery schedules set forth in SBP Attachment 14 and/or the Order.  All Production Articles will be designed, manufactured, certified, tested, delivered, and supported in accordance with the specifications and schedules set forth in this SBP.

 

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 8

 

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 8

 

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 DOA-300064-NM “Delegated Option Authorization Procedures Manual” or “BCA Delegated Compliance Organization Procedures Manual” as amended from time to time including but not limited to providing compliance findings to Boeing Delegated Compliance Organization.  Said document is incorporated and made a part hereof by this reference.

 

3.5                               Product Support and Miscellaneous Work

 

3.5.1                                             Miscellaneous Work

 

Seller shall provide to Boeing Miscellaneous Work, including, without limitation New Boeing-Use Tooling, field support or other related program support items, as may be ordered by Boeing from time to time.

 

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 8

 

3.5.2                                             Delivery Schedule of Other Products and Performance of Services

 

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

 

4.0                               PRICING

 

4.1                               Recurring Price

 

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

 

Prices shall be firm fixed priced through the eighth anniversary of the first day of the month in which both Parties fully execute this SBP as developed using Attachment 20 and listed in Attachment 1.  For example, if the Parties fully execute this SBP on March 25, 2005 then the eighth anniversary of the first day of the month of that execution is March 1, 2013.  In addition, Attachment 1 work package price(s) are subject to adjustment for abnormal escalation as provided in Attachment 22.

 

Twenty Four (24) months prior to the eighth anniversary of the first day of the month in which both Parties fully execute this SBP, Seller will propose pricing for the following ten (10) years or a period agreed upon by the Parties.

 

The Parties will negotiate pricing in good faith based on then-prevailing domestic market conditions for 41 sections (all programs), 737 fuselage, 737/777 struts & nacelles and then-prevailing global market conditions for all other Products.

 

4.1.1                                             Interim Extension Pricing

 

If the Parties are unable to reach agreement on Pricing by the date which is six months prior to the end of the period for which Pricing has been fixed, then such matter shall be resolved pursuant to GTA Section 33.0.  If any dispute on Pricing continues after the eighth anniversary of the first day of the month in which both Parties fully execute this SBP, then interim Pricing shall be established.  Interim Pricing shall be the then current Base Price (as of the eighth anniversary referred to above) adjusted in accordance with SBP Attachment 20 and escalated annually using the indices outlined below.  At such time as a resolution on Pricing has been achieved, an appropriate debit or credit will be made retroactive to the day after the eighth anniversary of the first day of the month in which both Parties fully execute this SBP.  Using the example in section 4.1, the date would be March 2, 2013.

 

A.                                    Material — [*****]

 

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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 8

 

B.                                    Labor — [*****]

 

Approximately forty-five days before the eighth anniversary of the first day of the month in which both Parties fully execute this SBP and on approximately the same date of each year thereafter until such time as a resolution on Pricing has been achieved, Boeing will use the above referenced indices to calculate the appropriate escalation factor based on actual index growth for the previous twelve (12) months using a composite of [*****] and [*****].  Then current Attachment 1 Pricing will be revised to include this escalation factor for deliveries in the following year.

 

4.2                               RESERVED

 

4.3                               Pricing of Requirements for Modification or Retrofit

 

4.3.1                                             Boeing Responsibility or Regulatory Requirement

 

Any Products required by Boeing to support a modification or retrofit program, which results from a regulatory requirement or which Boeing may be liable for the cost associated with such program, shall be provided to Boeing at the applicable price as set forth in SBP Attachment 1.

 

4.3.2                                             Reserved

 

4.4                               Expedite of Production Requirements

 

Seller agrees to support Boeing’s short flow requirements with its best effort.

 

4.5                               Pricing for Derivatives

 

Prices for Derivative(s) will be negotiated in good faith based on then-prevailing market conditions appropriate for each Product type.  If the Parties are unable to reach agreement on Pricing then the Parties shall refer to GTA Section 33.0 “Disputes” for resolution.

 

4.6                               POA Pricing

 

Seller shall expend best efforts to provide the earliest possible delivery of any spare designated as POA by Boeing.  Such effort includes but is not limited to working twenty-four (24) hours a day, seven (7) days a week and use of premium transportation.  Seller shall specify the delivery date of any such POA within two (2) hours of a POA request.

 

The price for POA requirements shall be the price for such Products listed in SBP Attachment 1 or the pro rata share of the appropriate Attachment 1 price represented by the POA multiplied by a factor of [*****].

 

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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 8

 

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”). 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

 

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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 8

 

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 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

 

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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 8

 

($116,100,000) in 2008, and an additional one hundred and fifteen million four hundred thousand dollars ($115,400,000) in 2009 for such Tooling and property, plant, and equipment costs.  Within each such year, the payments are to be made in equal quarterly installments within 15 days following each Invoice Date (as defined below) and shall not be affected by the amount of costs set forth in the written list of costs delivered to Boeing on such Invoice Date pursuant to the following paragraph.

 

By March 15, June 15, September 15, and December 15 (each an “Invoice Date”) of each of 2007, 2008, and 2009, Seller will deliver to Boeing a written list of any Tooling and capital property, plant, and equipment (excluding leasehold improvements and real property) acquired after the Effective Date and prior to such Invoice Date (and not previously paid for by Boeing under this provision), and the costs thereof, the aggregate amount of which costs does not exceed the amount of the payment due within 15 days following such Invoice Date.  Pursuant to the terms of Section 3.3.4.6, upon payment by Boeing, Boeing will acquire title to and ownership of the Tooling and property, plant and equipment described in such list free of liens, claims or rights of any third party.

 

In the event Boeing acquires title to and ownership of any property, plant and equipment from Seller pursuant to this Section 5.2.1, Seller shall continue to have the right to use such property, plant and equipment to the same extent it had such right prior to such acquisition by Boeing, without paying any additional consideration to Boeing, and the Parties shall undertake in good faith to enter into any documentation necessary to evidence such right.  In addition, to the extent movable, any such property, plant and equipment acquired by Boeing shall remain at Seller’s facility subject to the terms of the Agreement, including Boeing’s rights under GTA sections 12.0 and 13.0 and SBP section 34.0, and Seller shall have the right to move any such movable property, plant and equipment in accordance with its use thereof and with the terms of the Agreement.

 

If Boeing acquires title to and ownership of any property, plant and equipment pursuant to this Section 5.2.1, then paragraphs (1) and (2) are also applicable.

 

(1)                                 Seller shall bear the risk of loss and shall provide at no cost to Boeing on Boeing’s behalf as the owner thereof, control, accountability, care, storage, maintenance, and insurance for such property, plant and equipment to the same extent Seller generally provides such services with respect to property, plant and equipment owned by Seller; it being understood, however, that Boeing as the owner thereof bears the economic burden of any applicable depreciation and obsolescence for such property, plant and equipment;

 

(2)                                 Seller shall not create or be responsible for the creation by others, any lien, claim or right of any person or entity other than the

 

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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 8

 

rights of Boeing, in respect of any property, plant and equipment to which Boeing acquires title to and ownership of pursuant to this Section 5.2.1.

 

To the extent Seller did not incur Tooling or capital property, plant and equipment (excluding leasehold improvements and real property) costs prior to any Invoice Date which were not previously paid for by Boeing under this provision, in an amount equivalent to the amount paid by Boeing within 15 days following such Invoice Date, the excess amount shall be allocated to other assets not owned by Boeing, in a manner to be mutually determined by Buyer and Seller at that time.  For the avoidance of doubt, Boeing will acquire title to and ownership of the other assets to which the excess amounts are allocated free of liens, claims or rights of any third party, provided that such excess amounts allocated are equal to the book value of such other assets.

 

5.3                               Payment Method

 

All payments hereunder shall be made electronically to an account designated in writing by Seller.

 

5.4                               Payment Errors

 

If an error in payment (over payment or under payment) is discovered by Boeing or Seller, a written notification will be submitted to the other Party and resolution of the error will occur in a timely manner after discovery of such error.

 

6.0                               CHANGES

 

Notwithstanding the provisions of GTA Section 10.1, at any time, Boeing may, by written direction to Seller, make changes within the general scope of this SBP in:  (i) Statement of Work requirements and Documents, requirements for Product Definition, Drawings, designs, specifications, configurations, Datasets or any other Document (ii) Tooling (including, without limitation, the quantities thereof), services or Spare Parts to be provided by Seller under this SBP; (iii) the method of shipping or packing; (iv) the place of delivery, inspection, or acceptance for all Products (v) Program schedules, delivery rates and schedules for performance of services; including short flow requirements; (vi) Products, the Program Airplane and Derivative models and Customer variables; (vii) Boeing Furnished Material and any Boeing furnished or provided property; (viii) the allocation of responsibility as between Seller and Boeing for production of any component of any Product or the provision of any Service such that it does not significantly reduce the content of Seller’s Statement of Work for any given major end item or major sub assembly; (ix) the allocation of responsibility among Seller and third parties such that it does not significantly reduce the content of Seller’s Statement of Work for any given major end item or major sub assembly; (x) certification requirements; (xi) Miscellaneous Work requested to be performed not in then current Statement of Work (any of the foregoing a “Change”); (xii) description, time and place of Services to be performed.  Seller shall immediately comply with

 

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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 8

 

such written direction upon receipt, irrespective of any failure by the Parties to agree that such Change shall be subject to Price adjustment in accordance with SBP Section 7.0 “Change Provisions”.

 

If Seller reasonably expects that any Document or any revision to any Document shall significantly affect Seller’s performance of any work hereunder, Seller shall, without affecting its obligation to comply, in accordance with SBP Section 12.1 “Supporting Documentation,” with any such Document as revised, so notify Boeing in writing in accordance with the Administrative Agreement within twenty (20) days of Seller’s receipt of such Document or revision.  If Seller provides notification as required by this Section, then any such revision or any written direction pursuant to the immediately preceding paragraph that constitutes or results in a Change shall be subject to Section 7.0.

 

If Seller considers that Boeing’s conduct constitutes a Change, Seller shall notify Boeing’s Procurement Representative promptly in writing as to the nature of such conduct and its effect upon Seller’s performance.  In the absence of such notification, Seller shall not be entitled to equitable adjustment.

 

SBP Sections 6.0 and 7.0 apply in lieu of GTA Section 10.0.

 

7.0                               CHANGE PROVISIONS

 

Notwithstanding the provisions of GTA Section 10.0, “Changes”, no adjustment will be made to the Price of any Products for any Change orders as provided in GTA Section 10.0 or SBP Section 6.0, “Changes” issued through the period of performance of this SBP except as may be provided under SBP Sections 7.0 through 7.10.

 

SBP Sections 6.0 and 7.0 apply in lieu of GTA Section 10.0.

 

7.1                               Price Adjustment for Changes

 

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

 

7.2                               Change Pricing Criteria

 

The following Change pricing thresholds will apply to all Changes:

 

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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 8

 

Recurring Price:

 

An equitable adjustment (either debit or credit) shall be negotiated and incorporated into the applicable Attachment 1 recurring part Price if both of the following conditions are met:

 

a.                                      For Engineering Changes, the recurring price impact to the Attachment 1 part Price for each individual Change exceeds [*****] of the then current Price for that part or for Statement of Work allocation Changes, the recurring price impact to the Attachment 1 part Price for each individual Change exceeds [*****] of the then current Price for that part (see note 1 below), and

 

b.                                      The recurring price impact for each individual Change exceeds [*****] per year based on then current requirements forecasted for the following calendar year.

 

Note 1:  For Statement of Work allocation changes only there is an annual cumulative cap 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 annual [*****] 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.

 

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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 8

 

7.3                               Reserved

 

7.4                               Reserved

 

7.5                               Schedule Acceleration/Deceleration

 

Boeing may revise the delivery schedule and/or firing order without additional cost or change to the unit price stated in the applicable Order if (a) the delivery date of the Product under such Order is on or before the last date of contract if applicable, and (b) Boeing provides Seller with written notice of such changes, provided however that Seller shall be entitled to payment for schedule accelerations made with less than the notification lead times for acceleration and deceleration identified in SBP Attachment 6.  In case of shorter notification for acceleration, Product price for those Products shipped inside the notification period (less than [*****] notification) shall be equitably adjusted as agreed by the Parties.  In case of shorter notification for deceleration, Product price will be adjusted by [*****] for those Products shipped inside the notification period (less than [*****] notification).  Except as provided in this clause “Schedule Acceleration/Deceleration”, there shall be no other price adjustment for schedule rate or firing order changes.  The resulting payment amount shall be paid in accordance with SBP Section 5.0.  Boeing shall notify Seller of accelerations, decelerations and refirings as soon as reasonably practical.  Boeing and Seller further agree to work in good faith to decrease all lead times identified in SBP Attachment 6 in support of then current Boeing lead time objectives for each Airplane Program.  Joint reviews of the program lead times will take place at least annually during the contract period to identify opportunities for reduction.  Where the Parties mutually agree to reduce the lead times, SBP Attachment 6 will be updated and such update will not be considered a Change under SBP 6.0.

 

7.5.1                                             Production Rates

 

This SBP contains no minimum production rates.  The maximum production rates are as defined in Attachment 15 “Maximum Production Rates and Model Mix Constraint Matrix”.  Seller is responsible to support these rates at no additional cost to Boeing.  Higher rates are subject to negotiation.

 

7.6                               Total Cost Management

 

Any cost reductions resulting from incorporation of joint Boeing and Seller cost reduction initiatives (TCMS) will result in a reduction in the Attachment 1 Prices in a mutually agreed manner that equitably preserves, or enhances if market conditions allow, the anticipated economics for both Boeing and Seller.  The immediately preceding sentence does not apply to material initiatives referred to in Attachment 20.F.

 

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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 8

 

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 competetiveness of the Program Airplane in the market place can be accomplished in a manner that would preserve the anticipated economics of the Program for both Boeing and Seller, Seller shall incorporate the subject cost reduction initiative in a timely manner after reasonable notice from Boeing and reduce the price in a mutually agreed manner that equitably preserves the anticipated economics of the Program for both Boeing and Seller.

 

7.6.1                                             Boeing Generated Technical and Cost Improvement

 

At any time during the Seller’s performance under this SBP, Boeing may offer specific recommendations to Seller for the incorporation of any new technologies and process improvements intended to reduce Seller’s costs or improve product performance.  These recommendations may include, but are not limited to, Boeing proprietary information and Boeing owned patents.  Notwithstanding any other provision(s) elsewhere in this SBP, where a savings is achieved and documented as a result of the implementation of a recommendation initiated by Boeing and which Seller agrees to implement, the Parties will reduce the Price in a mutually agreed manner.

 

7.7                               Obsolescence

 

No adjustment pursuant to Section 7.1 shall include any of Seller’s costs for Obsolescence.  Not withstanding the foregoing Seller shall be entitled to payment for any Obsolescence estimated to exceed the lesser of (i) ten thousand ($10,000) dollars and (ii) ten percent (10%) of the recurring Attachment 1 Price in accordance with GTA Section 12.3.  Each Change shall, for purposes of determining Obsolescence costs, be considered separately.  Changes, for purposes of determining Obsolescence costs, may not be combined for purposes of exceeding the percentage limit as described in this SBP Section 7.7.  Seller may not defer implementation of Changes so as to avoid Obsolescence unless the priority of such Change permits such implementation.

 

7.8                               Reserved

 

7.9                               Timeframe for Price Adjustment Proposals:

 

Price adjustment proposals for Changes made prior to 100% Engineering Release shall be submitted no later than sixty (60) calendar days after 100% Engineering Release. Seller shall submit to Boeing a listing of all Changes which were received by Seller prior to 100% Engineering Release together with the Seller’s proposal for appropriate price adjustment.

 

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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 8

 

For Changes subsequent to 100% Engineering Release, Seller must submit a written notice of impact to a Boeing Procurement Agent within twenty-five (25) days of receipt of a CCN or other written direction. A fully supported proposal must be submitted within ninety (90) calendar days after receipt of such direction.

 

If Boeing does not receive a proposal within the ninety (90) day time period, unless otherwise agreed to in writing by both parties, no such adjustment shall be made to Nonrecurring and Recurring Shipset Prices.

 

Review of Price Adjustment Proposal:

 

Subject to Seller’s delivery of a proposal to Boeing within the Timeframes described above, Boeing will conduct a proposal review within thirty (30) days from receipt of Seller’s proposal. If Boeing determines that Seller’s proposal is not fully supported, Boeing will provide a detailed list of proposal deficiencies in writing including examples of types of data that were omitted. Boeing will consider proposal timing and data availability when evaluating proposals. Spirit will provide requested data as available to make proposal fully supported.

 

Once the proposal is considered fully supported, Boeing will make an offer within 90 days and engage in diligent good faith negotiations to settle the claim or request an extension for delay. A mutually agreed to negotiation schedule shall be utilized to set settlement priorities.

 

If Boeing does not request additional supporting data within thirty (30) days of receipt of Seller’s proposal, Spirit will receive an offer within ninety (90) days from date of submittal or Boeing will request an extension. The thirty (30) day review period for fully supported proposals is considered to be part of the ninety (90) day timeframe Boeing has to prepare an offer.

 

If a settlement is not subsequently reached within ninety (90) days of a formal offer, negotiations shall be elevated to the Senior Manager of Boeing Supplier Management Contracts for resolution. Until such time new Pricing is negotiated, Seller will continue to be paid at the existing Attachment 1 Price.

 

Proposal Content:

 

Seller shall provide a detailed description of each Change, the technical impact on the Product’s form, fit, and/or function, and any significant impact on manufacturing processes. Seller shall include with each proposal a complete estimate of the Change’s impact on the Seller’s cost per Product, including, but not limited to, the impact on labor hours, labor rates utilized for the proposal, processing costs, sub-tier supplier costs, overhead and raw material costs. Boeing must be able to substantiate and verify Seller’s submittal for any such price adjustment claim. Seller’s claim must be consistent with market driven prices for such Product.

 

A Fully Supported Proposal may include but is not limited to the following data as available and applicable to support the Sellers claim:

 

The standard quote form template will be used for all submittals. Data will be submitted when available unless otherwise agreed to in writing.

 

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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 8

 

·                                          Dollars and hours on the standard quote form will be:

 

·                                          Linked via formulas which provide visibility to the calculations and links used to derive the total.

 

·                                          Linked to a separate tab on the form that contains back-up data to substantiate the numbers.

 

·                                          Priced bill of material (BOM) for the affected baseline statement of work and delta statement of work:

 

·                                          Identify part numbers by adds, deletes, and swaps.

 

·                                          BOMs will be formatted so that adds, deletes and swaps can be easily compared for delta work statement.

 

·                                          Basis of estimate (BOE), describing effort, SOW and estimating methodology used to arrive at estimate.

 

·                                          Rates and factors:

 

·                                          The rates, factors and methodology set forth in SBP Attachment 5, shall be utilized 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.

 

Additional data to be provided as available and when applicable if requested by Boeing.

 

·                                          Make/buy decision updates.

 

·                                          Learning curves with explanation of assumptions.

 

·                                          Material: TMX purchase order (PO), Spirit PO number, quantity, raw material specifications, price paid OR a BOE with supporting documentation.

 

·                                          A list of proposed in-house built parts; Boeing may select a random number of parts for validation. Competitive bid matrix for changes in excess of [*****].

 

·                                          PO, invoice and supplier quotes:

 

·                                          Spirit will provide a list of proposed vendor parts; Boeing may select a random number of parts for validation.

 

·                                          Supplier Purchase Order:

 

·                                          Provide duration, pricing, and pricing related terms, unless protected by a proprietary agreement.

 

·                                          Part card totals.

 

·                                          Tooling:

 

·                                          Tool type, tool number, tool design hours, tool fabrication hours, tool material and labor rate.

 

·                                          Supply Chain Management (SCM) tooling:

 

·                                          Provide Supplier quote, PO, invoice, or a BOE with supporting documentation.

 

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Boeing/Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 8

 

·                                          Quality Assurance:

 

·                                          Validation of hours, BOE.

 

·                                          Numerically Controlled (NC) Programming: List of affected parts, number of NC programming hours per part, number of tapes per part, number of hours per tape.

 

7.10                        Apportionment and Payment of Price Adjustments

 

7.10.1                                      Recurring Work Price Adjustment

 

The amount of the Recurring Price adjustment shall be equal to the value of the Change subject to SBP Sections 6 and 7 and shall be documented in SBP Attachment 1.

 

7.10.2                                      Apportionment and Payment

 

The then-current recurring billing Price shall be adjusted to reflect the Change beginning with the first Shipset, which incorporates such Change.

 

8.0                               GOVERNING QUALITY ASSURANCE REQUIREMENTS

 

In addition to those general quality assurance requirements set forth in the GTA, the work performed under this SBP shall be in accordance with the requirements set forth in SBP Attachment 10.

 

9.0                               STATUS REPORTS/REVIEWS

 

9.1                               Notification of Shipment

 

Seller shall notify the Boeing personnel identified in the “Administrative Agreement”, as identified in SBP Section 17.0, by telephone, facsimile or other agreed means when any shipment has been made.  Such notification will include (i) a list of the items and quantities of items shipped, (ii) the Shipset number with respect to any item shipped, (iii) the number and weight of containers shipped, (iv) the shipper or packing sheet number with respect to such shipment, and (v) the date of such shipment.  Seller shall airmail, facsimile or send by other agreed means copies of shipping manifests for Common-Use Tools to Boeing.  Such manifests shall identify Common-Use Tool codes and part numbers, unit numbers of Common-Use Tools and the airplane effectivity of the Production Article contained in such Common-Use Tools.

 

Seller shall notify Boeing as soon as possible via fax, telecon, or as otherwise agreed to by the Parties of each POA requirement shipment.  Such notification shall include time and date shipped, quantity shipped, Order, pack slip, method of transportation and air bill if applicable.  Seller shall also notify Boeing immediately upon the discovery of any delays in shipment of any requirement and identify the earliest revised shipment possible.

 

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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 8

 

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 agreed upon by Boeing and Seller.  Boeing has the right to impose more frequent reporting on Seller to achieve program objectives, if necessary.

 

When requested by Boeing, Seller shall provide to Boeing a Product Definition and manufacturing milestone chart identifying the major engineering, purchasing, planning, Tooling and manufacturing operations for the applicable Product(s).

 

Program reviews will be held at Seller’s facility or Boeing’s facilities as requested by Boeing.  The topics of these reviews may include Product Definition status, raw material and component part status, manufacturing status, production status, Seller’s current and future capacity assessments, Boeing supplied components, inventory, Boeing’s requirements, Changes, forecasts and other issues pertinent to Seller’s performance under this SBP.  Reviews will allow formal presentations and discussion of status reports as set forth above.

 

Formal management reviews shall be held periodically by Boeing and Seller to evaluate total cost performance.  During these reviews, Seller shall present and provide actual cost performance data with respect to this SBP.  Boeing and Seller will also use these reviews to discuss production forecast information useful for Seller’s planning purposes.

 

All information normally provided under Section 8.0 of the “Administrative Agreement”, as identified in SBP Section 17.0, shall be provided by Seller.

 

9.3                               Cost Performance Visibility

 

Management reviews will be held by Boeing and Seller that will include total cost performance and schedule performance.  These reviews will be held on a regularly scheduled basis.

 

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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 8

 

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:

 

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.

 

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 8

 

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.

 

9.6                               Diversity Reporting Format

 

Seller shall use reasonable efforts to report to Boeing on a quarterly basis, starting from the date of this SBP award, all payments to small businesses, small disadvantaged business/minority business enterprises, women-owned small business and historically black colleges and universities and minority institutions in dollars and as a percentage of the contract price paid to Seller to date, proving the information shown on the Second Tier Report located in SBP Attachment 11.

 

9.7                               Planning Schedule

 

From time to time and at least quarterly, Boeing will provide information to facilitate Seller production forecasting.  Any such planning schedule, forecast, or quantity estimate provided by Boeing shall be used solely for informational purposes and shall not be binding on either party.

 

10.0                        BOEING ASSISTANCE

 

10.1                        Boeing Technical / Manufacturing Assistance Regarding Seller’s Nonperformance

 

Seller shall reimburse Boeing for all reasonable Boeing costs expended in providing Seller and/or Seller’s subcontractor’s technical or manufacturing assistance in resolving Seller nonperformance issues.  Such reimbursement may be offset against any pending Seller invoice, regardless of Boeing model or program; provided, that Boeing shall not be entitled to set off any such obligation, sum or amount against any invoices for payments, in the totality of $277 million, pursuant to Section 5.2.1 of this SBP.  Boeing’s rights under this clause are in addition to those available to Boeing for Seller’s nonperformance

 

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 8

 

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 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.

 

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 8

 

12.0                        OTHER REQUIREMENTS

 

12.1                        SUPPORTING DOCUMENTATION

 

12.1.1                                      Supporting Documentation and Priority

 

All Documents (as hereinafter defined) are by this reference incorporated herein and made a part of this SBP.  For purposes of this SBP, “Document” means all specifications, Drawings, Datasets, documents, publications and other similar materials, whether in a tangible or intangible form, as the same shall be revised from time to time, which relate to the design, manufacture, test, certification, delivery, support and sale of Products or the provision of services to Boeing pursuant to this SBP, including, but not limited to, the documents listed below, and any other documents specifically referred to in this SBP or in such other documents, but shall not include any SBP (including the attachments hereto or thereto), the GTA, the AA, the EAA, or any Order.  Reference in any Document to “Contractor” or “Seller” or “Supplier shall mean Seller for the purposes of this SBP.  In the event of any inconsistency between the terms and conditions of this SBP (not including any Documents) and the terms and conditions of any Document, the terms and conditions of the SBP shall control.  In the event any provisions of any Document or Documents conflict among themselves, Boeing will, on its own initiative or at the request of Seller, resolve such conflict (subject to the other provisions of this SBP and the GTA), revise such Document or Documents accordingly, and so notify Seller.  In resolving any such conflicts, this SBP shall be read as a whole and in a manner most likely to accomplish its purposes.

 

12.1.2                                      Revision of Documents

 

Subject to the terms of this SBP Section 12.1, Boeing may at any time revise any Document prepared by Boeing and Boeing shall provide Seller with revisions to Documents prepared by Boeing.  No such revision shall be effective with respect to Seller unless and until such revision is available to Seller.

 

37











 

Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.  Omissions are designated by the symbol [*****].

 

Boeing/Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 8

 

12.1.3                                      Compliance

 

Seller shall promptly comply with the provisions of all Documents referenced in this SBP, the GTA and any Order, including any revisions Boeing may make thereto provided that no such revision shall be effective with respect to Seller unless and until such revision is available to Seller.

 

List of Certain Documents:

 

	
Item
    	
 
    	
No.
    	
 
    	
Title
    
	
A.
    	
 
    	
D1-4426
    	
 
    	
Boeing   Approved Process Sources
    
	
B.
    	
 
    	
D6-82479
    	
 
    	
Boeing   Quality Management System Requirements for Suppliers
    
	
C.
    	
 
    	
D37200
    	
 
    	
Skin   Quality Acceptance Standards for Clad Aluminum Raw Material
    
	
D.
    	
 
    	
D6-9002
    	
 
    	
Appearance   Control of Clad Aluminum Exterior Skins
    
	
E.
    	
 
    	
D953W001
    	
 
    	
General   Operations Requirements Document For Suppliers — External/internal   Suppliers/Program Partners
    
	
F.
    	
 
    	
D962W101
    	
 
    	
Supplier   Change Management - Major Structures Program Partners
    
	
G.
    	
 
    	
D33200-1
    	
 
    	
Boeing   Suppliers’ Tooling Document
    
	
H.
    	
 
    	
D6-17781
    	
 
    	
Material   and Performance Evaluation of Designated Parts
    
	
I.
    	
 
    	
D6-1276
    	
 
    	
Control   of materials and processes for designated parts and components of Boeing   products
    
	
J.
    	
 
    	
D6T10898-1
    	
 
    	
Weight   Compliance Requirement/Participant Contractors
    
	
K.
    	
 
    	
ATA   300
    	
 
    	
Specification   for Packaging of Airline Supplies
    
	
L.
    	
 
    	
D37520-1,   -1A, -1B
    	
 
    	
Supplier’s   Part Protection Guides
    
	
M.
    	
 
    	
D6-51991
    	
 
    	
Quality   Assurance Standard Reflecting Digital Product Definition for Boeing Suppliers   Using CAD/CAM
    
	
N.
    	
 
    	
D6-81628
    	
 
    	
Shipping   Label, Barcoded Preparation and Placement
    
	
O.
    	
 
    	
D6-83315
    	
 
    	
Product   Support and Assurance Document (PSAD)
    
	
P.
    	
 
    	
D6-56199
    	
 
    	
Hardware   and software compatibility requirements for suppliers use of BCAG CATIA   native datasets as sole authority for design, manufacturing and inspection
    
	
Q.
    	
 
    	
D6-83267-201
    	
 
    	
BCA   Engineering System and Process Transition and Cutover Plan to Support the   Divestiture of the Wichita/Tulsa Division
    


 

12.2        Reserved

 

38









 

Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.  Omissions are designated by the symbol [*****].

 

Boeing/Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 8

 

12.3                        ACCOUNTABILITY FOR TOOLING

 

Seller shall control and account for all Tooling in accordance with the provisions of Boeing Document D33200, “Boeing Suppliers’ Tooling Document” or, subject to Boeing review and approval (not to be unreasonably withheld or delayed), its equivalent or replacement.  This requirement shall apply to Boeing-Use Tooling until delivery thereof to Boeing and to Contractor-Use Tooling and Common-Use Tooling at all times prior to the removal thereof by Boeing or delivery to Boeing or Boeing’s designee pursuant to GTA Section 12.0, GTA Section 13.0 or SBP Section 33.0.  All Existing Tooling shall remain identified with its identification tag containing the Boeing Lifetime Serial Number of such Tooling.  Seller shall identify all New Tooling and any reworked or re-identified Tooling with an identification tag containing the Boeing Lifetime Serial Number of each such Tool.  Boeing Lifetime Serial Numbers may be provided to Seller by Boeing.

 

12.4                        CERTIFIED TOOL LISTS

 

Seller shall prepare a list or lists (“Certified Tool List”) in accordance with the D33200, “Boeing Suppliers’ Tooling Document” or, subject to Boeing review and approval (not to be unreasonably withheld or delayed), its equivalent or replacement, and such other information as Boeing shall request.  Seller shall prepare a separate Certified Tool List for (i) Contractor-Use Tools, (ii) Common-Use Tools, (iii) Casting/Extrusion Tools, (iv) each county in Kansas in which any such Tool is located, (v) each state in which any such Tool is located and (vi) each state in which any such Tool is first utilized.  Seller shall promptly submit each initial Certified Tool List to Boeing.  Seller shall subsequently submit from time to time as specified by Boeing new Certified Tool Lists to supplement the information contained in the initial Certified Tool Lists.

 

12.5                        BOEING FURNISHED TOOLING

 

With respect to Existing Tooling and New Tooling, and in the event Boeing furnishes Tooling to Seller, Seller shall conform to the standards and requirements of Document D33200-1.  Boeing shall notify Seller of any action required for discrepant Tooling.

 

12.6                        PACKAGING AND SHIPPING

 

In lieu of the provisions of GTA Section 7.0, the following SBP Sections shall address all packaging and shipping matters.

 

12.6.1                                      Packaging

 

The prices shown in SBP Attachment 1 include all packaging costs.  Seller shall package Product in accordance with the applicable requirements set forth in the Order.

 

39











 

Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.  Omissions are designated by the symbol [*****].

 

Boeing/Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 8

 

12.6.2                                      Product Packaging

 

Except as expressly provided otherwise herein, all Products shall be prepared (cleaned, preserved, etc.) and packed for shipment in a manner reasonably acceptable to Boeing pursuant to Document D37520-1, -1A, & -1B, “Supplier’s Part Protection Guide,” to (i) comply with carrier regulations and (ii) prevent damage or deterioration during handling, shipment and outdoor storage at destination for up to ninety (90) days.  Packaging design shall be suitable for, and consistent with, the requirements and limitations of the transportation mode specified by Boeing.  Boeing specifically reserves the right, at Boeing’s discretion; to direct air shipment or other expedited shipping methods from the delivery point information in SBP Section 3.2.1 and Seller shall maintain a capability (where reasonably practicable) for meeting this requirement.  Seller shall submit two (2) copies of its proposed preparation procedure and packaging design to Boeing for approval (not to be unreasonably withheld or delayed) prior to the first Product delivery, and shall prepare and package each Product in accordance with the procedure and design approved by Boeing.  Notwithstanding any Boeing approval of Seller’s packaging design, Seller shall be solely liable for the manufacture of such packaging.  Any package (or unitized group of packages) weighing in excess of forty (40) pounds or otherwise not suited to manual handling shall be provided with skids to permit use of mechanical handling equipment.

 

Product packaging shall be in accordance with document D6-81628, “Shipping Label, Barcoded Preparation and Placement”, which is incorporated herein by reference.

 

12.6.3                                      Disposable Shipping Fixtures

 

Seller shall design, manufacture or procure, and test disposable shipping fixtures, as requested by Boeing, to support Orders.  The requirements for such items will be defined and identified by Boeing.  The design of any disposable shipping fixture shall be approved by Boeing (not to be unreasonably withheld or delayed) and conform to the standards and requirements of the applicable documents referred to in SBP Section 2.3.

 

12.6.4                                      Packing Sheet and Test Reports

 

The No. 1 shipping container in each shipment shall contain one (1) copy in English of (i) a packing sheet listing the contents of the entire shipment in accordance with Boeing’s written instructions and (ii) any test reports required by the specifications applicable to the Products being shipped.

 

For Non-United States shipments, prior to exportation of any Product, one (1) copy of the required customs invoice shall be enclosed in a waterproof envelope or wrapper, clearly marked “Customs Invoice,” securely attached to the outside of the No. 1 shipping container of each shipment.  Each customs invoice shall contain all of the information specified in SBP Section 27.

 

40











 

Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.  Omissions are designated by the symbol [*****].

 

Boeing/Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 8

 

12.6.5                                      Additional Copies

 

Additional copies of packing sheets, test reports shall be furnished to Boeing in accordance with Boeing’s written instructions.

 

12.6.6                                      Price Inclusive

 

Unless otherwise specified in this SBP, the Prices for Products stated in this SBP include the cost with respect to such Products of preparation, packaging, crating, shipping fixtures and containers, container marking, furnishing of packing sheets and test reports, in accordance with this SBP.

 

12.7                        CYCLE TIME REQUIREMENTS

 

Boeing and Seller acknowledge that Boeing is committed to reduce Cycle Time.  Seller agrees to support Boeing in its commitment and to work with Boeing to develop mutually acceptable actions to support Cycle Time requirements as specified by Boeing to support the Program Airplane.  Upon Boeing’s request, Seller shall submit to Boeing a written plan describing how Seller would comply with the Cycle Time schedules, as specified by Boeing.

 

12.8                        COMPATIBILITY WITH ENGINEERING BUSINESS AND PRODUCTION SYSTEMS

 

Seller shall implement and maintain systems as required to ensure:  i) compatibility with Boeing systems; and ii) Seller’s performance under this SBP, including, but not limited to, business, manufacturing and engineering systems.

 

12.9                        ELECTRONIC ACCESS AND EXCHANGE OF DIGITAL PRODUCT DEFINITION

 

12.9.1                                      Exchange of Digital Product Definition between Boeing and Seller

 

Seller’s approval to receive and use computerized data shall be in accordance with documents D6-51991 “Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers using CAD/CAM”, D6-56199 “Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native Datasets as Authority for Design, Manufacturing and Inspection”, and D6-81491, “Authority and Usage of CATIA Native, CATIA IGES and PDM STEP Datasets.”

 

12.9.2                                      Systems/Software Compatibility between Boeing and Seller

 

After Seller is qualified to use the data exchange methods in accordance with Boeing Document D6-51991, “Quality Assurance Standards Reflecting Digital Product Definition for Boeing Suppliers Using CAD/CAM,” Seller shall maintain compatibility with Boeing’s systems in accordance with D6-55199 “Hardware and Software Compatibility Requirements for Suppliers Use of BCAG CATIA Native

 

41











 

Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.  Omissions are designated by the symbol [*****].

 

Boeing/Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 8

 

Datasets as authority for Design, Manufacturing and Inspection.”  Boeing shall provide timely notification to Contractor of revisions to Boeing’s systems.

 

12.9.3                                      Electronic Access, Communications and Data Exchange via Telecommunications

 

Any electronic communications and data exchange via telecommunications between the Parties shall be pursuant to an electronic access agreement executed concurrently with this SBP.  Provided, that any amendments to the SBP, GTA, AA or EAA shall be communicated in writing and not solely by electronic communication.

 

Any electronic access to Boeing by Seller or Seller by Boeing shall be pursuant to an electronic access or similar agreement.

 

12.10                 PROGRAM MANAGER

 

Seller will assign a full-time program manager whose exclusive responsibility will be to oversee and manage Seller’s performance hereunder.  The assignment of such program manager will be subject to Boeing’s prior approval of such person’s resume, such approval not to be unreasonably withheld or delayed.

 

12.11                 SUBCONTRACTING

 

During the term of this SBP, Seller agrees to work with Boeing to identify and implement opportunities to introduce into its sub-contract base substantial changes in manufacturing procedures, manufacturing technology, process specifications, and alternate sourcing to lower cost subcontractors.  Seller and Boeing shall periodically review the implementation of these opportunities and evaluate the sharing of cost savings in accordance with SBP Section 7.6.

 

In addition to the provisions of GTA Section 28.1, for subcontracts in excess of [*****] in value, subcontracting activities are subject to Boeing review and approval.  Boeing approval is not to be unreasonably withheld or delayed.

 

This SBP Section 12.11 shall apply in lieu of the first sentence of the 2nd paragraph of GTA Section 28.0.

 

42











 

Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.  Omissions are designated by the symbol [*****].

 

Boeing/Spirit AeroSystems Inc.

Special Business Provisions (SBP)

MS-65530-0016 Amendment 8

 

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 therefore.  Provided, that this clause shall not apply (i) with respect to obligations that are mandated by law or regulation or safety of flight considerations, and (ii) after two (2) years from the date of this SBP.

 

12.12                 INTERNATIONAL COOPERATION

 

12.12.1                               Market Access and Sales Support

 

Seller agrees to work with Boeing to develop a lean global supply stream through application of shared strategies and tactics which support market access, and international business strategy.  Boeing and Seller agree to work together to identify countries where Seller may subcontract and manage associated supply chain in support of Boeing’s market access and international business strategy.  With respect to work covered by this SBP, and if directed by Boeing, Seller shall use commercially reasonable efforts to procure from subcontractors and manage associated supply chain, in countries selected by Boeing, goods and services having a value of not more than twenty-five-percent (25%) of the total Shipset Price of all undelivered Shipsets as of the date of such notice.  Such direction shall be at Boeing’s sole option and may occur at any time during the performance of this SBP; provided that Seller shall not be required to breach any then existing subcontract.  Seller may satisfy such requirement through purchases either related or not related to this SBP.  Seller shall document on SBP Attachment 12 all offers to contract and executed contracts with such subcontractors including the dollars contracted.  Seller shall provide to Boeing with an updated copy of SBP Attachment 12 for the six-month periods ending June 30 and December 31 of each year.  If Seller is directed by Boeing to subcontract any part of its Work Packages and Seller anticipates an increase to the Price of the Order as a result of such direction, Seller shall notify Boeing in 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

 

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 8

 

resulting increase to the Price of the Order, then the Parties will mutually agree to an equitable adjustment in Price.

 

12.12.2                               Offset Assistance

 

Seller shall use commercially reasonable efforts to cooperate with Boeing in the fulfillment of any non-United States offset program obligation that Boeing may have accepted as a condition of the sale of a Boeing product.  In the event that Seller is either directed by Boeing pursuant to Section 12.12.1, or on its own solicits bids and/or proposals for, or procures or offers to procure any goods or services relating to the work covered by this SBP from any source outside of the United States, Boeing shall be entitled, to the exclusion of all others, to all industrial benefits and other “offset” credits which may result from such solicitations, procurements or offers to procure.  Seller shall take any commercially reasonable actions that may be required on its part to assure that Boeing receives such credits.  Seller shall document on SBP Attachment 12 all offers to contract and executed contracts with such subcontractors including the dollars contracted.  Seller shall provide to Boeing an updated copy of SBP Attachment 12 for the six-month periods ending June 30 and December 31 of each year.  The reports shall be submitted on the next 1st of August and the 1st of February respectively.  If Seller is directed by Boeing to subcontract any part of its Product(s) to a country in which Boeing has an offset obligation, and Seller anticipates an increase to the Price of the Product(s) as a result of such direction, Seller shall notify Boeing in writing within thirty (30) days of such direction.  If there is a cost or schedule impact, Boeing shall respond within thirty (30) days on whether Seller is to proceed.  In such cases if Boeing directs Seller to proceed and there is a resulting increase to the Price of the Product(s), then the Parties will mutually agree to an equitable adjustment in Price.  Attachment 12, Section 2 lists obligations in place at contract signing.

 

This SBP Section 12.12.2 applies in lieu of GTA Section 36.0.

 

12.13                 SUPPLY CHAIN INTEGRATION

 

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

 

Material, including but not limited to raw material, standards, detail components and assemblies, furnished to Seller by Boeing (“Boeing Furnished Material”) shall be administered in accordance with a Bonded Stores Agreement.

 

Boeing Provided Details (including raw material, standards, detail components and assemblies) to Seller’s statement of work are listed in Attachment 16 with their associated purchase price and will be updated by Boeing periodically to reflect Boeing current Price.

 

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.

 

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 8

 

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 [*****] as 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 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

 

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 8

 

time the Order is issued.  Upon request by Boeing, Seller must provide to Boeing documentation (e.g., packing slips, invoices) showing Seller’s full compliance with the obligations under this SBP Section.  If requested by Boeing or its designated service provider, Seller will provide an annual forecast of demand for the applicable commodity.  If Seller reasonably believes that Boeing or its designated service provider cannot support Seller requirements to fulfill an Order issued pursuant to this SBP, then Seller shall have the right to procure raw materials from other sources and shall notify Boeing prior to such procurement.  The provisions of this Section 12.13.2 will only apply to that portion of Seller contracts that support Boeing Statement of Work.

 

12.13.3                               Third Party Pricing

 

Boeing may at any time identify products within Seller’s Products, for which Boeing has established a contract that Seller may purchase directly from Boeing’s subcontractor under the terms of Boeing’s subcontract (“Third Party Price Contract”).  Pricing for products under a Third Party Price Contract is only available for products listed in this SBP.  Seller is free to negotiate and enter into contracts at lower prices or on better terms, with this subcontractor or another company.  Seller to notify Boeing of any cost reductions resulting from use of Third Party Price Contracts.  Seller shall apply [*****] of the savings achieved through the use of these Boeing Third Party Price Contracts towards Price reductions on the applicable Boeing Products.

 

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.

 

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

 

Toray Reimbursement formula:

 

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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 8

 

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) with a third party supplier that is primarily related to Seller and the contract was not assigned to Seller as of the date of this SBP and Boeing later determines that it has residual requirements or obligations for goods or services that 1) Boeing had previously obtained from the third party supplier prior to such date; 2) are still used in the Products provided by Seller under the SBP; and 3) that Seller no longer obtains from the third party supplier, Boeing can require Seller to accept an assignment of the contract(s) up through the current term of each contract or contracts in order for Seller to satisfy the residual requirements obligations.

 

12.14                 Reserved

 

12.15                 LIFE CYCLE PRODUCT TEAM

 

12.15.1                               Purpose

 

In the event Boeing uses Life Cycle Product Teams LCPT (or similar teams), personnel located at Boeing’s facilities in accordance with this SBP will conduct

 

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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 8

 

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 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.

 

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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 8

 

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.

 

12.17                 PARTICIPATION

 

12.17.1                               Other Boeing Entities

 

Seller agrees that any Boeing division or Boeing subsidiary (“Boeing Entity”) not specifically included in this SBP may, by issuing a purchase order, work order, or other release document, place orders under this SBP during the term hereof or any written extension thereof, under the terms, conditions and pricing specified by this SBP.  Seller agrees that the prices set forth herein may be disclosed by Boeing on a confidential basis to Boeing entities wishing to invoke this SBP Section 17.1.  Seller shall notify the Boeing Procurement Representative named in SBP Section 9.0 of Boeing Entities not specifically referenced herein who frequently use this SBP.

 

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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 8

 

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

 

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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 8

 

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:

 

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

 

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

 

C.                                    Purchase contract, if any, then

 

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

 

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

 

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

 

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

 

H.                                   All documents incorporated by reference in SBP Section 12.1 “Supporting Documentation”, List of Certain Documents, and 16.0, Product Support and Assurance, of this SBP, then

 

I.                                        Electronic Access Agreement, then

 

J.                                        Administrative Agreement, if any, then

 

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

 

L.                                     Any Seller generated documents that the Parties agree shall be part of this SBP.

 

In resolving any such conflicts or inconsistencies, these documents shall be read as a whole and in a manner most likely to accomplish their purposes.

 

Either party shall promptly report to the other party in writing any inconsistencies in these documents, even if the inconsistency is resolvable using the above rules.

 

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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 8

 

14.0                        RESERVED

 

15.0                        APPLICABLE LAW

 

This contract shall be governed by the laws of the State of Washington No consideration shall be given to Washington’s conflict of law rules.  This contract excludes the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods.  Boeing and Seller hereby irrevocably consent to and submit themselves exclusively to the jurisdiction of the applicable courts of King County, Washington and the federal courts of Washington State for the purpose of any suit, action or other judicial proceeding arising out of or connected with any Order or the performance or subject matter thereof.  Boeing and Seller hereby waive and agree not to assert by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that (a) Boeing and Seller are not personally subject to the jurisdiction of the above-named courts, (b) the suit, action or proceeding is brought in an inconvenient forum or (c) the venue of the suit, action or proceeding is improper.

 

16.0                        PRODUCT SUPPORT AND ASSURANCE

 

16.1                        Warranty

 

Seller acknowledges that Boeing and Customers must be able to rely on each Product performing as specified and that Seller will provide all required support pursuant to the PSAD.  Accordingly, the following provisions, including documents, if any, set forth below are incorporated herein and made a part hereof:

 

16.1.1                                      Product Support and Assurance Document (PSAD) D6-83315

 

Boeing may choose initially not to extend the Seller’s full warranty of Product to Customers.  This action shall in no way relieve Seller of any obligation set forth in the warranty documents listed above.  Boeing, at its sole discretion, may extend Seller’s full warranty of Product to its Customers at any time. Furthermore, Seller agrees to support the Product as long as any aircraft using or supported by the Product remains in service.

 

17.0                        ADMINISTRATIVE MATTERS

 

17.1                        Administrative Authority

 

For all matters requiring the approval or consent of either Party, such approval or consent shall be requested in writing and is not effective until given in writing by a person authorized to do so in the Administrative Agreement.  With respect to Boeing, authority to grant approval or consent is limited to Boeing’s Procurement Representative as provided in the Administrative Agreement.

 

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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 8

 

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.

 

20.0                        OWNERSHIP OF INTELLECTUAL PROPERTY

 

20.1                        Technical Work Product

 

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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 8

 

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.

 

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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 8

 

(b)                                 In the event Boeing elects not to pursue patent protection on the SBP 787 Inventions, Seller shall have a period of 12 calendar months, commencing upon receipt of Boeing’s notice to not pursue patent protection, in which to file a formal patent application under 35 USC sec. 111(a) or a formal application under the Patent Cooperation Treaty or, subject to the following sentence, a provisional patent application under 35 USc secs. 111(b) or 119(e) or other similar provisional filing permitted by other sovereigns.  The filing of a provisional patent application or other similar provisional filing shall not qualify as the filing of a formal patent application for purposes of this subsection (b) unless Seller files a formal patent application within twelve (12) months after the filing of the provisional patent application.  In any event, Seller shall, prior to the date on which any such provisional patent application would be published, either abandon or file a formal patent application with respect to any provisional patent application.  Seller shall bear the entire cost and expense of filing, prosecuting and maintaining any patents and patent applications so filed.

 

(c)                                  In the event Seller fails to file a formal patent application or abandons a patent application in the manner described in sub paragraph (b) above and Boeing has also elected not to pursue patent protection on said SBP 787 Inventions as described in subparagraph (a) above, the subject matter of said SBP 787 Inventions shall be held as a trade secret and shall be the sole and exclusive property of Boeing.

 

20.3                        Works of Authorship and Copyrights

 

All works of authorship (including, but not limited to, documents, drawings, software, software documentation, software tools, photographs, video tapes, sound recordings and images) created by or for Seller, either alone or with others, in the course of or as a result of any work performed by or for Seller pursuant to this SBP, together with all copyrights subsisting therein, will be the sole property of Boeing. To the extent permitted under United States copyright law, all such works will be works made for hire, with the copyrights therein vesting in Boeing.  The copyrights in all other such works, including all of the exclusive rights therein, will be promptly transferred and formally assigned free of charge to Boeing.

 

20.4                        Pre-Existing Inventions and Works of Authorship

 

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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 8

 

Seller grants to Boeing, with the right of Boeing to sublicense the same to Boeing’s subcontractors, suppliers, and customers in connection with Products or work being performed for Boeing, an irrevocable nonexclusive, paid-up, worldwide license under any patents, copyrights, industrial designs and mask works (whether domestic or foreign) owned or controlled by Seller at any time and existing prior to or during the term of this SBP, but only to the extent that such patents or copyrights would otherwise interfere with Boeing’s or Boeing’s subcontractors’, suppliers’, or customers’ use or enjoyment of Products or the work product, inventions, or works of authorship belonging to Boeing under this SBP.

 

21.0                        SOFTWARE PROPRIETARY INFORMATION RIGHTS

 

Seller hereby grants to Boeing a perpetual, nonexclusive, paid-up, worldwide license to reproduce, distribute copies of, perform publicly, display publicly, and make Seller intended derivative works from software included in or provided with or for Products (Software) and related information and materials (Software Documentation) as reasonably required by Boeing in connection with (1) the testing, certification, use, sale, or support of a Product, or the manufacture, testing, certification, use, sale, or support of any aircraft including and/or utilizing a Product, or (2) the design or acquisition of hardware or software intended to interface with Software.  The license granted to Boeing under this SBP Section 21.0, also includes the right to grant sublicenses to Customers as reasonably required in connection with Customers’ operation, maintenance, overhaul, and modification of any aircraft including and/or utilizing Software.  All copies and Seller intended derivative works made pursuant to the foregoing license or any sublicense to a Customer will automatically become, subject to the foregoing license, the property of Boeing or Customer, and Boeing agrees to preserve Seller’s copyright notice thereon to the extent that such a notice was included with the original Software and/or Software Documentation.  Seller acknowledges that Boeing is the owner of all tangible copies of Software and Software Documentation provided to or made by Boeing or Customers pursuant to this SBP, and Seller hereby authorizes Boeing and Customers to dispose of, and to authorize the disposal of, the possession of any and all such copies by rental, lease, or lending, or by any other act or practice in the nature of rental, lease, or lending.

 

22.0                        INFRINGEMENT

 

Each Party will indemnify, defend, and hold harmless the other Party from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages, and/or including attorneys’ fees and/or costs), liabilities, damages, costs and attorneys’ fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including, but not limited to, any right in a patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the use of the indemnifying Party’s

 

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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 8

 

Proprietary Information and Materials in connection with the manufacture, sale or use of Products by the other Party or by Boeing’s Customers.  Each Party will duly notify the other Party of any such claim, suit or action in respect of which the notifying Party may be obligated to provide indemnification under this SBP Section 22.0; and the indemnifying Party will, at its own expense, fully defend such claim, suit or action on behalf of the indemnified Party and, if applicable, Boeing’s Customers.  Neither Party shall have any obligation under this SBP Section 22.0 with regard to any infringement arising from:  (i) such Party’s compliance with formal specifications issued by the other Party where infringement could not be avoided in complying with such specifications or (ii) use or sale of Products in combination with other items when such infringement would not have occurred from the use or sale of those Products solely for the purpose for which they were designed or sold by such Party.  For purposes of this SBP Section 22.0 only, the term “Customer” shall not include the United States government; and the term “Party” shall include Boeing or Seller, as applicable, its subsidiaries and all officers, agents and employees of Boeing or Seller, as applicable, or any of its subsidiaries.

 

23.0                        DIGITIZATION OF PROPRIETARY INFORMATION AND MATERIALS

 

Seller grants to Boeing a license under Seller’s copyrights for the purpose of converting Seller’s Proprietary Information and Materials to a digital format (“Digital Materials”) and making such Digital Materials available to its employees for company internal use through a computer data base system solely in connection with the use of the Products as permitted by Boeing’s license rights in the underlying Seller Proprietary Information and Materials.  Except as otherwise specifically agreed to in writing by the Parties, said license set forth hereunder shall survive termination or cancellation of this SBP relative to Digital Materials included in Boeing’s computer data base system prior to receipt of such notice of termination or cancellation.

 

24.0                        CONFIGURATION CONTROL

 

Seller agrees not to make any change in materials or design details which would affect the Product or any component part thereof except as may be provided for in SBP Attachment 4 without prior written approval, not to be unreasonably withheld or delayed, of Boeing.  If such approval is granted, all part numbers and the originals of all drawings and data shall be revised accordingly.  Seller will use commercially reasonable efforts to place the above requirement in all its subcontracts for supplier identified purchased equipment which it enters into after the date hereof, whether such equipment is supplied to Seller as an end item or as a component part of an end item.

 

25.0                        Reserved

 

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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 8

 

26.0                        ON-SITE SUPPORT

 

26.1                        Indemnification Negligence of Seller or subcontractor

 

Seller shall indemnify and hold harmless Boeing, its subsidiaries, and their directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever for property damage, personal injury, or death (including without limitation injury to or death of employees of Seller or any subcontractor thereof) and expenses, costs of litigation and counsel fees related thereto or arising out of or in any way related to this Agreement t, the performance thereof by Seller or any subcontractor thereof, including without limitation the provision of services, personnel, facilities, equipment, support, supervision, or review which occurs while Seller’s employees are on premises owned or controlled by Boeing.  The foregoing indemnity shall apply only to the extent of the negligence of Seller, any subcontractor thereof, or their respective employees.  In no event shall Seller’s obligations hereunder be limited to the extent of any insurance available to or provided by the Seller or any subcontractor thereof.  Seller expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this paragraph.

 

Boeing shall indemnify and hold harmless Seller, its subsidiaries, and their directors, officers, employees, and agents from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages, of any kind and nature whatsoever for property damage, personal injury, or death (including without limitation injury to or death of employees of Boeing or any subcontractor thereof) and expenses, costs of litigation and counsel fees related thereto or arising out of or in any way related to this Agreement, the performance thereof by Boeing or any subcontractor thereof, including without limitation the provision of services, personnel, facilities, equipment, support, supervision, or review which occurs while Boeing’s employees are on premises owned or controlled by Seller.  The foregoing indemnity shall apply only to the extent of the negligence of Boeing, any subcontractor thereof, or their respective employees.  In no event shall Boeing’s obligations hereunder be limited to the extent of any insurance available to or provided by Boeing or any subcontractor thereof.  Boeing expressly waives any immunity under industrial insurance, whether arising out of statute or source, to the extent of the indemnity set forth in this paragraph.

 

This SBP Section 26.1 applies in lieu of GTA Section 5.3.

 

26.2                        Commercial General Liability

 

If Seller or any subcontractor thereof will be performing work on Boeing premises, Seller shall carry and maintain, and ensure that all subcontractors or suppliers thereof carry and maintain, throughout the period when work is performed and until final acceptance by Boeing, Commercial General Liability insurance with available limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage combined.

 

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 8

 

26.3                        Automobile Liability

 

If licensed vehicles will be used in connection with the performance of the work, Seller shall carry and maintain, and ensure that any subcontractor thereof who uses a licensed vehicle in connection with the performance of the work carries and maintains, throughout the period when work is performed and until final acceptance by Boeing, Business Automobile Liability insurance covering all vehicles, whether owned, hired, rented, borrowed, or otherwise, with available limits of not less than One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage.

 

26.4                        Workers’ Compensation

 

Throughout the period when work is performed and until final acceptance by Boeing, Seller shall, and ensure that any subcontractor thereof shall, cover or maintain insurance in accordance with the applicable laws relating to Workers’ Compensation with respect to all of their respective employees working on or about Boeing premises.  If Boeing is required by any applicable law to pay any Workers’ Compensation premiums with respect to an employee of Seller or any subcontractor, Seller shall reimburse Boeing for such payment.  Notwithstanding such insurance requirement above, in this SBP section 26.4 Seller shall be allowed to self insure; in compliance with applicable state law.

 

26.5                        Certificates of Insurance

 

Prior to commencement of the work Seller shall provide for Boeing review and approval, not to be unreasonable withheld or delayed.  Certificates of Insurance reflecting full compliance with the requirements set forth in SBP Section 26.2 “Commercial General Liability”, SBP Section 26.3 “Automobile Liability” and, SBP Section 26.3 “Workers’ Compensation”.  Such certificates shall be kept current and in compliance throughout the period when work is being performed and until final acceptance by Boeing, and shall provide for thirty (30) days advance written notice to Boeing in the event of cancellation.  Failure of Seller or any subcontractor thereof to furnish Certificates of Insurance, or to procure and maintain the insurance required herein or failure of Boeing to request such certificates, endorsements or other proof of coverage shall not constitute a waiver of the respective Seller’s or subcontractor’s obligations hereunder.

 

26.6                        Self-Assumption

 

Any self-insured retention, deductibles, and exclusions in coverage in the policies required under this Section 26.0 shall be assumed by, for the account of, and at the sole risk of Seller or the subcontractor, which provides the insurance, and to the extent applicable shall be paid by such Seller or subcontractor.  In no event shall the liability of Seller or any subcontractor thereof be limited to the extent of any of the minimum limits of insurance required herein.

 

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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 8

 

26.7                        Protection of Property

 

Seller assumes, and shall ensure that all subcontractors or suppliers thereof and their respective employees assume, the risk of loss or destruction of or damage to any property of such Parties whether owned, hired, rented, borrowed, or otherwise.  Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Boeing, its subsidiaries, and their respective directors, officers, employees and agents for any such loss or destruction of or damage to any property of Seller, any subcontractor, or their respective employees, other than for any such loss, destruction or damage resulting from the negligence or willful misconduct of Boeing, any of its subsidiaries, or any of their respective directors, officers, employees or agents.

 

At all times Seller shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Boeing property.  If any such property is damaged by the fault, negligence, or willful misconduct of Seller or any subcontractor thereof, Seller shall, at no cost to Boeing, promptly and equitably reimburse Boeing for such damage or repair or otherwise make good such property to Boeing’s satisfaction.  If Seller fails to do so, Boeing may do so and recover from Seller the cost thereof.

 

26.8                        Compliance with Boeing Site Requirements

 

In the event the Seller or Seller’s Subcontractor(s) performs any aspect of an applicable GTA, SBP or Order on property owned, operated, leased, or controlled by Boeing (hereinafter “On-Site Work”), Seller agrees to comply with Boeing’s environmental, safety and health requirements.  These are the same provisions with which Boeing employees must comply.  In the event Boeing or Boeing’s subcontractor(s) performs any aspect of an applicable GTA, SBP or Order on property owned, operated, leased, or controlled by Seller, Boeing agrees to comply with Seller’s environmental, safety and health requirements.  These are the same provisions with which Seller’s employees must comply.

 

27.0                        Reserved

 

28.0                        DELIVERY - TITLE AND RISK OF LOSS

 

28.1                        Title and Risk of Loss

 

Without diminishing the obligations of Seller under this SBP, title to and risk of any loss of, or damage to, all Products (except for Tooling) shall pass from Seller to Boeing upon delivery as set forth in SBP Section 3.4.2 (Delivery Point and Schedule), except for loss or damage to the extent resulting from Seller’s fault, negligence, willful misconduct or failure to comply with the material terms of this SBP.  Passing of title on delivery shall not constitute final acceptance of such Products by Boeing.

 

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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 8

 

Notwithstanding the provisions of this SBP Section 28.1, and without diminishing Seller’s obligations under this SBP, risk of any loss of, or damage to, all Existing Tooling and New Tooling (except for Common-Use Tooling) shall pass from Seller to Boeing upon delivery as set forth in Section 3.4.2 (Delivery Point and Schedule), except for loss or damage to the extent resulting from Seller’s fault or negligence or failure to comply with the terms of this SBP.

 

29.0                        Reserved

 

30.0                        CUSTOMER CONTACT

 

Boeing is responsible for all contact with Customers regarding the Program, Program Airplanes and Derivatives and any other Boeing model aircraft programs.  Seller shall not make any contact with actual or potential Customers on the subject of the Program, Program Airplanes or Derivatives without Boeing’s prior written consent, not to be unreasonable withheld or delayed; and Seller shall respond to any inquiry from actual or potential Customers regarding the Program, Program Airplanes or Derivatives by requesting that the inquiry be directed to Boeing.  Seller shall, concurrently with such response, advise Boeing of such inquiry.

 

31.0                        Reserved

 

31.1                        Interest on Overdue Amounts

 

If Seller or Boeing shall fail to pay when and as due any amount payable hereunder, such amount shall bear interest payable on demand, at the per annum rate announced by Citibank, New York, New York, as its prime rate on the last working day of the month in which such amount becomes due.

 

32.0                        SURVIVAL

 

Without limiting any other survival provision contained herein and notwithstanding any other provision of this SBP or the GTA to the contrary, the representations, covenants, agreements and obligations of the Parties set forth in GTA Section 12.3 “Seller’s Claim”, GTA Section 16.0 “Termination or Wrongful Cancellation”, GTA Section 18.0 “Responsibility for Property”, GTA Section 20.0 “Proprietary Information and Items”, GTA Section 24.0 “Boeing’s Rights in Seller’s Patents, Copyrights, Trade Secrets and Tooling”, GTA Section 29.0 “Non-Waiver/Partial Invalidity”, GTA Section 38.0 “Applicable Law”, GTA Section 39.0 “Order of Precedence”, this SBP Section 32.0 “Survival”, SBP Section 3.4.9 “Type Design and Type Certification Data Development and Protection”, SBP Sections 3.5 “Product Support and Miscellaneous Work”, SBP Section 13.0 “Order of Precedence”, SBP Section 15.0 “Applicable Law”, SBP Section 16.0 “Product Support and Assurance”, SBP Section 20.0 “Intellectual Property”, SBP Section 22.0 “Infringement”, and SBP Section 26.0 “Insurance for On-Site Support” (if applicable), shall survive any cancellation, termination or expiration of this SBP, any assignment of this SBP or any payment and performance of any or all of the other obligations of the Parties hereunder.  Termination or cancellation

 

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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 8

 

of any part of this SBP shall not alter or affect any part of this SBP which has not been terminated or cancelled.

 

33.0                        INVENTORY AT CONTRACT COMPLETION

 

Subsequent to Seller’s last delivery of Product(s), which contain, convey, embody or were manufactured in accordance with or by reference to Boeing’s Proprietary Information or Materials, including but not limited to finished goods, work-in-process and detail components (hereafter “Inventory”) which are in excess of Order quantity may be made available to Boeing for purchase.  Seller may be entitled to keep such inventory for other Boeing approved purposes.  In the event Boeing, in its sole discretion, elects not to purchase the Inventory, Seller may keep and sell such Inventory, under the terms of its spares supplemental license agreement with Boeing, as long as that supplemental license agreement is in good standing.  If Seller’s spares supplemental license agreement has been terminated or cancelled, Seller shall scrap the Inventory.  Prior to scrapping the Inventory, Seller shall mutilate or render it unusable.  Seller shall maintain, pursuant to their quality assurance system, records certifying destruction of the applicable Inventory.  Said certification shall state the method and date of mutilation and destruction of the subject Inventory.  Boeing or applicable regulatory agencies shall have the right to review and inspect these records at any time it deems necessary.  In the event Seller elects to maintain the Inventory, Seller shall maintain accountability for the Inventory and Seller shall not sell or provide the Inventory to any third party without prior specific written authorization from Boeing.  Failure to comply with these requirements shall be a material breach and grounds for default pursuant to GTA Section 13.0.  Nothing in this SBP Section 33.0 prohibits Seller from making legal sales directly to the United States of America government.

 

34.0                        SELLER ASSISTANCE

 

In accordance with GTA Section 12.2 and GTA Section 13.2 Boeing may, by written notice to Seller, require Seller to transfer to Boeing or to Boeing’s designee title (to the extent not previously transferred) to certain (i) Contractor-Use Tooling, Common-Use Tooling and other Tooling, (ii) Transportation Devices, (iii) Boeing Furnished Material, (iv) raw materials, parts, work-in-process, incomplete or completed assemblies, and all other Products or parts thereof in the possession or under the effective control of Seller or any of its subcontractors, and (v) Proprietary Information of Boeing, including, without limitation, planning data, Product Definition, Drawings and other Proprietary Information relating to the design, production, maintenance, repair and use of all Products and Contractor-Use Tooling and Common-Use Tooling, in the possession or under the effective control of Seller or any of its subcontractors, in each case free and clear of all liens, claims or other rights of any Person.  Seller shall immediately transfer and deliver, and cause each of its subcontractors to transfer and deliver, any or all of the aforesaid items in accordance with any written notice or notices given hereunder by Boeing to Seller, notwithstanding any event or circumstance whatsoever, including, without limitation, any claim or dispute Seller may assert in connection with a termination of this SBP or any

 

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 8

 

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 Tooling that must be transferred and delivered pursuant to GTA Section 12.0,

 

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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 8

 

GTA Section 13.0 or SBP Section 34.0 free and clear of any and all liens, claims or rights of any third party.

 

37.0                        CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT)

 

C-TPAT is an initiative between business and government to protect global commerce from terrorism and increase the efficiencies of global transportation.  The program calls for importers, carriers and brokers to establish policies to enhance their own security practices and those of their business partners involved in their supply chain.  Such practices may include but are not limited to the following:

 

Procedural Security — Procedures in place to protect against unmanifested material being introduced into the supply chain—

 

Physical Security —Buildings constructed to resist intrusion, perimeter fences, locking devices, and adequate lighting;

 

Access Controls —Positive identification of all employees, visitors and suppliers;

 

Personnel Security —Employment screening, background checks and application verifications;

 

Education and Training Awareness —Security awareness training, incentives for participation in security controls.

 

Seller agrees to work with Boeing and appropriate industry and governmental agencies, as necessary, to develop and implement policies and procedures consistent with the C-TPAT initiative to ensure the safe and secure transport of Products under this SBP.

 

38.0                        ENVIRONMENTAL MANAGEMENT SYSTEMS AND HEALTH AND SAFETY MANAGEMENT SYSTEMS

 

Seller shall implement an environmental management system (“EMS”) and health and safety management system (“HSMS”) with respect to its performance under this SBP; and insert, in any of its subcontractor and supplier contracts for performance of Seller’s obligations under this SBP, provisions substantially similar to this SBP Section 38.0 and GTA Section 21.0 (Compliance with Laws).

 

39.0                        RESTRICTIONS ON LOBBYING

 

39.1                        Applicability

 

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

 

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 8

 

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, “Disclosure Form to Report Lobbying.”  (a copy of the form can be found at http://www.whitehouse.gov/sites/default/files/omb/grants/sfillin.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.

 

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 8

 

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

Boeing Commercial Airplanes
    	
 
    	
Spirit AeroSystems Inc.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
Name:
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
Date:
    	
 
    	
Date:
    


 

66









 

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 8

 

SBP ATTACHMENT 1 TO
 SPECIAL BUSINESS PROVISIONS

 

WORK STATEMENT AND PRICING
 (Reference SBP Sections 3.2.1, 3.3.4.1, 3.4.4, 4.1, 4.8.2, 7.2, 7.2.1, 7.10.1, 12.6.1, 18.0)

 

FOR PURPOSES OF SBP Section 18.0, “OBLIGATION TO PURCHASE AND SELL” Boeing shall be defined as the following organizations, divisions, groups or entities:

 

BCA Supply Management and Procurement; The Boeing Company, Seattle, WA

 

The price for Products to be delivered on or before the eighth anniversary of the first day of the month in which both parties fully execute this SBP except as otherwise noted below will be as follows:

 

	
Period   1
    	
 
    	
TBD
    	
 
    	
Period   5
    	
 
    	
TBD
    
	
Period   2
    	
 
    	
TBD
    	
 
    	
Period   6
    	
 
    	
TBD
    
	
Period   3
    	
 
    	
TBD
    	
 
    	
Period   7
    	
 
    	
TBD
    
	
Period   4
    	
 
    	
TBD
    	
 
    	
Period   8
    	
 
    	
TBD
    


 

Attachment 1 step down pricing is from base year.

 

·                  [Note:  The total value reflected in attachment 1 (SOW) is intended to represent the total Lloyd site SOW (BCA production) and total Price on June 16, 2005 per the established 2003 Baseline.  If a disparity is identified between Attachments 1 SOW and the actual Lloyd site SOW, Attachment 1 will be revised to reflect the change and the summary value will be re-spread among the revised SOW.  This Attachment will continue to be revised through the transition period to reflect any change to the 2003 Baseline values and/or part numbers.  Items marked as LMI’s are being further defined as Boeing Part Numbers (part numbers may be one-to-one or one-to-many after conversion), Engineering Changes, Part Number Rolls, un-identified parts may be added/deleted to the SOW to ensure a clean statement of work, and any work transfer activity identified (ie.. 737 Horizontal/Vertical Stabilizers, 737 Tail cone, etc.) will be deleted from this SBP upon the work transfer date.  Seller will continue to support Boeing requirements for these products until successfully transferred to another party.

 

·                  “Boeing and Seller agree that Attachment 1 prices will be set such that: (i) when the prices are applied to the parts in the bill of material for any minor model type listed on Schedule A [this is to be the agreed minor model pricing sheet], the shipset price for such minor model will equal the amount set forth on Schedule A unless mutually agreed by Boeing and Seller as provided for below; (ii) the shipset price per minor model set forth on Schedule A is to be allocated to component parts incorporated into such shipset proportionately to the part pricing information contained in Boeing’s enterprise resource planning (ERP) system, with the proviso that any part that is common to two or more minor models will bear a single price irrespective of the minor model for which it is intended to be used; and (iii) to the extent that the proviso in subclause (ii) would result in the bill of material pricing for any minor model not aggregating to the Schedule A price, then the excess or deficiency is to be allocated among parts that are unique to such minor model, proportionately to the part pricing information for such unique parts contained in Boeing’s ERP system.  Boeing and Seller agree to use their best efforts to set Attachment 1 prices on the foregoing basis within 10 calendar days following the date on which the APA is signed.  If within this 10 day period a price allocation methodology acceptable to both Boeing and Seller is 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 8

 

ATTACHMENT 1 SCHEDULE A

 

	
Wichita Site
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Tulsa   and McAlester Sites
    
	
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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 8

 

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 contract 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 8

 

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 the [*****], 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 8

 

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 8

 

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 8

 

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 Buyers 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 8

 

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 Tooling 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 8

 

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 8

 

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:

 

	
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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 8

 

Amendment 2 incorporates:

 

	
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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 8

 

	
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455
    	
 
    	
456
    
	
457
    	
 
    	
459
    	
 
    	
462
    	
 
    	
463
    	
 
    	
464
    	
 
    	
465
    	
 
    	
478
    
	
480
    	
 
    	
481
    	
 
    	
482
    	
 
    	
482
    	
 
    	
483
    	
 
    	
485
    	
 
    	
486
    
	
487
    	
 
    	
488
    	
 
    	
489
    	
 
    	
491
    	
 
    	
492
    	
 
    	
493
    	
 
    	
494
    
	
496
    	
 
    	
497
    	
 
    	
497R1
    	
 
    	
498
    	
 
    	
499
    	
 
    	
500
    	
 
    	
501
    


 

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 8

 

Amendment 3 incorporates:

 

	
082
    	
 
    	
309R4
    	
 
    	
309R5
    	
 
    	
502
    	
 
    	
502R1
    	
 
    	
503
    	
 
    	
504
    
	
505
    	
 
    	
506
    	
 
    	
507
    	
 
    	
508R1
    	
 
    	
508(2)
    	
 
    	
509
    	
 
    	
510
    
	
511
    	
 
    	
512
    	
 
    	
514
    	
 
    	
515
    	
 
    	
516
    	
 
    	
517
    	
 
    	
518
    
	
519
    	
 
    	
520
    	
 
    	
521
    	
 
    	
522
    	
 
    	
523
    	
 
    	
524
    	
 
    	
525
    
	
526
    	
 
    	
527
    	
 
    	
529
    	
 
    	
530
    	
 
    	
530R1
    	
 
    	
531
    	
 
    	
531R1
    
	
532
    	
 
    	
533
    	
 
    	
534
    	
 
    	
535
    	
 
    	
536
    	
 
    	
537
    	
 
    	
538
    
	
539
    	
 
    	
540
    	
 
    	
541
    	
 
    	
542
    	
 
    	
543
    	
 
    	
544
    	
 
    	
545R1
    
	
546
    	
 
    	
547
    	
 
    	
549
    	
 
    	
549 R.A
    	
 
    	
550
    	
 
    	
551
    	
 
    	
552
    
	
553
    	
 
    	
554
    	
 
    	
555
    	
 
    	
556
    	
 
    	
557
    	
 
    	
559
    	
 
    	
561
    
	
562
    	
 
    	
564
    	
 
    	
565
    	
 
    	
566R1
    	
 
    	
567
    	
 
    	
569
    	
 
    	
570
    
	
571
    	
 
    	
572
    	
 
    	
574
    	
 
    	
575
    	
 
    	
576
    	
 
    	
576 (2)
    	
 
    	
577R1
    
	
578
    	
 
    	
579
    	
 
    	
580
    	
 
    	
581
    	
 
    	
582
    	
 
    	
583
    	
 
    	
586
    
	
587
    	
 
    	
588
    	
 
    	
589
    	
 
    	
590
    	
 
    	
592
    	
 
    	
593
    	
 
    	
594
    
	
595
    	
 
    	
597
    	
 
    	
598
    	
 
    	
599
    	
 
    	
600
    	
 
    	
601
    	
 
    	
602
    
	
603
    	
 
    	
603R2
    	
 
    	
604
    	
 
    	
605
    	
 
    	
606
    	
 
    	
607
    	
 
    	
608
    
	
609
    	
 
    	
610
    	
 
    	
611
    	
 
    	
612
    	
 
    	
613
    	
 
    	
614
    	
 
    	
615
    
	
616
    	
 
    	
617
    	
 
    	
618
    	
 
    	
618 RI
    	
 
    	
619
    	
 
    	
620
    	
 
    	
621
    
	
622
    	
 
    	
623
    	
 
    	
625
    	
 
    	
626
    	
 
    	
627R1
    	
 
    	
628
    	
 
    	
629
    
	
630
    	
 
    	
633
    	
 
    	
634
    	
 
    	
635
    	
 
    	
636
    	
 
    	
637
    	
 
    	
639R2
    
	
640
    	
 
    	
641
    	
 
    	
642
    	
 
    	
643
    	
 
    	
644
    	
 
    	
645
    	
 
    	
646
    
	
647
    	
 
    	
648
    	
 
    	
649
    	
 
    	
650
    	
 
    	
651
    	
 
    	
652
    	
 
    	
653
    
	
655
    	
 
    	
656
    	
 
    	
657
    	
 
    	
658
    	
 
    	
659
    	
 
    	
660
    	
 
    	
661
    
	
662
    	
 
    	
664   R1
    	
 
    	
666
    	
 
    	
667
    	
 
    	
668
    	
 
    	
668   (2)
    	
 
    	
669
    
	
670
    	
 
    	
671
    	
 
    	
673
    	
 
    	
675
    	
 
    	
676
    	
 
    	
677
    	
 
    	
678
    
	
679
    	
 
    	
681
    	
 
    	
682
    	
 
    	
683
    	
 
    	
684R1
    	
 
    	
685
    	
 
    	
686R1
    


 

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 8

 

	
687
    	
 
    	
688(2)
    	
 
    	
688
    	
 
    	
689
    	
 
    	
689(2)
    	
 
    	
690   (2)
    	
 
    	
690
    
	
691
    	
 
    	
692
    	
 
    	
693
    	
 
    	
694
    	
 
    	
695
    	
 
    	
697
    	
 
    	
698
    
	
699
    	
 
    	
700   R1
    	
 
    	
701
    	
 
    	
702   R1
    	
 
    	
703
    	
 
    	
705
    	
 
    	
706
    
	
707
    	
 
    	
707   Rev A
    	
 
    	
708
    	
 
    	
709
    	
 
    	
710
    	
 
    	
711
    	
 
    	
712
    
	
713
    	
 
    	
714
    	
 
    	
715
    	
 
    	
716
    	
 
    	
717
    	
 
    	
718
    	
 
    	
719
    
	
721
    	
 
    	
722
    	
 
    	
723
    	
 
    	
724
    	
 
    	
725
    	
 
    	
726
    	
 
    	
727
    
	
728
    	
 
    	
729
    	
 
    	
730
    	
 
    	
731
    	
 
    	
732
    	
 
    	
733
    	
 
    	
734
    
	
735
    	
 
    	
736
    	
 
    	
737
    	
 
    	
738
    	
 
    	
739
    	
 
    	
740
    	
 
    	
742
    
	
743
    	
 
    	
744
    	
 
    	
745
    	
 
    	
746
    	
 
    	
747
    	
 
    	
748
    	
 
    	
749
    
	
750
    	
 
    	
751
    	
 
    	
752
    	
 
    	
753
    	
 
    	
754
    	
 
    	
755
    	
 
    	
757
    
	
758
    	
 
    	
759
    	
 
    	
760
    	
 
    	
761
    	
 
    	
762
    	
 
    	
763
    	
 
    	
764
    
	
765
    	
 
    	
766
    	
 
    	
767
    	
 
    	
768
    	
 
    	
769
    	
 
    	
770
    	
 
    	
771
    
	
772
    	
 
    	
773
    	
 
    	
774
    	
 
    	
775
    	
 
    	
778
    	
 
    	
779
    	
 
    	
780
    
	
781
    	
 
    	
782
    	
 
    	
784
    	
 
    	
785
    	
 
    	
786
    	
 
    	
787
    	
 
    	
788
    
	
789
    	
 
    	
790R1
    	
 
    	
791
    	
 
    	
792
    	
 
    	
794
    	
 
    	
795
    	
 
    	
796
    
	
798
    	
 
    	
799   R1
    	
 
    	
800
    	
 
    	
801
    	
 
    	
802   RI
    	
 
    	
803
    	
 
    	
804
    
	
805
    	
 
    	
806
    	
 
    	
807
    	
 
    	
808
    	
 
    	
811
    	
 
    	
812
    	
 
    	
813
    
	
814
    	
 
    	
816
    	
 
    	
817R1
    	
 
    	
819
    	
 
    	
820
    	
 
    	
822
    	
 
    	
823
    
	
824R1
    	
 
    	
82581
    	
 
    	
826
    	
 
    	
827
    	
 
    	
828
    	
 
    	
829
    	
 
    	
830
    
	
830   R1
    	
 
    	
831
    	
 
    	
833
    	
 
    	
834
    	
 
    	
836
    	
 
    	
838R1
    	
 
    	
839
    
	
840
    	
 
    	
841
    	
 
    	
842
    	
 
    	
843
    	
 
    	
844
    	
 
    	
845
    	
 
    	
847REV   B
    
	
848
    	
 
    	
849
    	
 
    	
850
    	
 
    	
850
    	
 
    	
851
    	
 
    	
852
    	
 
    	
853
    
	
857
    	
 
    	
858
    	
 
    	
859
    	
 
    	
860
    	
 
    	
861   R1
    	
 
    	
864
    	
 
    	
868
    
	
874
    	
 
    	
875
    	
 
    	
876
    	
 
    	
879
    	
 
    	
880
    	
 
    	
881
    	
 
    	
883
    
	
885
    	
 
    	
899
    	
 
    	
904
    	
 
    	
916R2
    	
 
    	
939
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

Amendment 4 incorporates:

 

	
214R2
    	
 
    	
309R3
    	
 
    	
444
    	
 
    	
445
    	
 
    	
460
    	
 
    	
479
    	
 
    	
484
    
	
490
    	
 
    	
495
    	
 
    	
513
    	
 
    	
549R1
    	
 
    	
596
    	
 
    	
619R1
    	
 
    	
624
    
	
631
    	
 
    	
632
    	
 
    	
639   R3
    	
 
    	
663
    	
 
    	
673R1
    	
 
    	
692R1
    	
 
    	
695(2)
    
	
751(2)
    	
 
    	
752
    	
 
    	
756
    	
 
    	
769R2
    	
 
    	
773R1
    	
 
    	
774R1
    	
 
    	
776
    
	
791R1
    	
 
    	
793
    	
 
    	
796R1
    	
 
    	
800R1
    	
 
    	
802R2
    	
 
    	
803R1
    	
 
    	
809
    
	
810
    	
 
    	
815
    	
 
    	
818
    	
 
    	
821
    	
 
    	
840(2)
    	
 
    	
850R1
    	
 
    	
855
    
	
856
    	
 
    	
862R1
    	
 
    	
866
    	
 
    	
867
    	
 
    	
870
    	
 
    	
873
    	
 
    	
877
    
	
878
    	
 
    	
882
    	
 
    	
884
    	
 
    	
885
    	
 
    	
886
    	
 
    	
887R1
    	
 
    	
888
    
	
889
    	
 
    	
890(2)
    	
 
    	
892
    	
 
    	
893
    	
 
    	
894
    	
 
    	
895
    	
 
    	
896
    
	
897
    	
 
    	
898
    	
 
    	
899
    	
 
    	
900
    	
 
    	
901
    	
 
    	
902
    	
 
    	
903
    
	
905
    	
 
    	
906
    	
 
    	
907
    	
 
    	
908R2
    	
 
    	
909R1
    	
 
    	
910
    	
 
    	
911
    
	
912
    	
 
    	
913
    	
 
    	
914
    	
 
    	
915
    	
 
    	
918
    	
 
    	
919
    	
 
    	
920
    
	
921
    	
 
    	
922
    	
 
    	
923
    	
 
    	
924R1
    	
 
    	
925
    	
 
    	
926
    	
 
    	
927
    
	
928
    	
 
    	
929
    	
 
    	
930
    	
 
    	
933
    	
 
    	
935R1
    	
 
    	
936
    	
 
    	
937
    
	
938
    	
 
    	
940
    	
 
    	
942
    	
 
    	
947
    	
 
    	
948
    	
 
    	
949
    	
 
    	
950
    
	
951
    	
 
    	
952
    	
 
    	
953
    	
 
    	
954
    	
 
    	
958
    	
 
    	
959R1
    	
 
    	
962
    
	
963
    	
 
    	
964
    	
 
    	
965
    	
 
    	
967
    	
 
    	
968
    	
 
    	
970
    	
 
    	
972
    
	
975
    	
 
    	
976R2
    	
 
    	
977
    	
 
    	
979
    	
 
    	
981
    	
 
    	
982
    	
 
    	
983
    
	
983(2)
    	
 
    	
984
    	
 
    	
985
    	
 
    	
986
    	
 
    	
987(2)
    	
 
    	
991
    	
 
    	
992
    
	
993
    	
 
    	
994
    	
 
    	
995
    	
 
    	
996R1
    	
 
    	
997
    	
 
    	
997(2)
    	
 
    	
999
    
	
1000
    	
 
    	
1001
    	
 
    	
1002
    	
 
    	
1003
    	
 
    	
1006
    	
 
    	
1008
    	
 
    	
1009
    
	
1012
    	
 
    	
1013
    	
 
    	
1014
    	
 
    	
1015
    	
 
    	
1016
    	
 
    	
1017
    	
 
    	
1030
    
	
1032
    	
 
    	
1035
    	
 
    	
1040
    	
 
    	
1047
    	
 
    	
1071
    	
 
    	
1081
    	
 
    	
1092
    
	
1132
    	
 
    	
1133
    	
 
    	
1134
    	
 
    	
1135
    	
 
    	
1137R2
    	
 
    	
1142
    	
 
    	
1146
    
	
1153
    	
 
    	
1271
    	
 
    	
1328
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

Amendment 5 incorporates:

 

	
443
    	
 
    	
461
    	
 
    	
585
    	
 
    	
700R2
    	
 
    	
704
    	
 
    	
716(2)
    	
 
    	
803R1
    
	
821R1
    	
 
    	
884R1
    	
 
    	
969
    	
 
    	
1011
    	
 
    	
1018
    	
 
    	
1019
    	
 
    	
1020
    
	
1023
    	
 
    	
1024
    	
 
    	
1025
    	
 
    	
1026
    	
 
    	
1027
    	
 
    	
1028
    	
 
    	
1033R1
    
	
1034
    	
 
    	
1036
    	
 
    	
1037
    	
 
    	
1038
    	
 
    	
1039
    	
 
    	
1042
    	
 
    	
1043
    
	
1045
    	
 
    	
1046
    	
 
    	
1048
    	
 
    	
1049
    	
 
    	
1050
    	
 
    	
1051
    	
 
    	
1053
    
	
1054
    	
 
    	
1055
    	
 
    	
1058
    	
 
    	
1059
    	
 
    	
1060
    	
 
    	
1061
    	
 
    	
1062
    
	
1065
    	
 
    	
1066
    	
 
    	
1067
    	
 
    	
1068
    	
 
    	
1069
    	
 
    	
1070
    	
 
    	
1073
    
	
1074
    	
 
    	
1075
    	
 
    	
1076
    	
 
    	
1077
    	
 
    	
1078
    	
 
    	
1079
    	
 
    	
1080
    
	
1083
    	
 
    	
1084
    	
 
    	
1085
    	
 
    	
1086
    	
 
    	
1087
    	
 
    	
1088
    	
 
    	
1089
    
	
1090
    	
 
    	
1091
    	
 
    	
1093
    	
 
    	
1094
    	
 
    	
1095
    	
 
    	
1097
    	
 
    	
1098
    
	
1099
    	
 
    	
1100
    	
 
    	
1101
    	
 
    	
1102
    	
 
    	
1103
    	
 
    	
1104
    	
 
    	
1105
    
	
1106
    	
 
    	
1107
    	
 
    	
1108
    	
 
    	
1109
    	
 
    	
1110
    	
 
    	
1113
    	
 
    	
1114
    
	
1114R1
    	
 
    	
1115
    	
 
    	
1116
    	
 
    	
1117
    	
 
    	
1118
    	
 
    	
1119
    	
 
    	
1120
    
	
1121
    	
 
    	
1122
    	
 
    	
1123
    	
 
    	
1124RevA
    	
 
    	
1125
    	
 
    	
1126
    	
 
    	
1127
    
	
1128
    	
 
    	
1129
    	
 
    	
1130
    	
 
    	
1131
    	
 
    	
1136
    	
 
    	
1138RevA
    	
 
    	
1139
    
	
1140
    	
 
    	
1141
    	
 
    	
1143
    	
 
    	
1144
    	
 
    	
1145   RevA
    	
 
    	
1147
    	
 
    	
1148
    
	
1149R1
    	
 
    	
1150
    	
 
    	
1151
    	
 
    	
1152
    	
 
    	
1154
    	
 
    	
1155
    	
 
    	
1156
    
	
1157
    	
 
    	
1158
    	
 
    	
1159
    	
 
    	
1160
    	
 
    	
1161
    	
 
    	
1162
    	
 
    	
1164
    
	
1165
    	
 
    	
1166
    	
 
    	
1167
    	
 
    	
1168
    	
 
    	
1169
    	
 
    	
1170
    	
 
    	
1171
    
	
1172
    	
 
    	
1173
    	
 
    	
1174
    	
 
    	
1175
    	
 
    	
1177
    	
 
    	
1178
    	
 
    	
1179
    
	
1180
    	
 
    	
1181
    	
 
    	
1182
    	
 
    	
1184
    	
 
    	
1185
    	
 
    	
1186
    	
 
    	
1187
    


 

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 8

 

Amendment 5 incorporates - continued

 

	
1190
    	
 
    	
1191
    	
 
    	
1192
    	
 
    	
1193
    	
 
    	
1194
    	
 
    	
1195
    	
 
    	
1197
    
	
1198
    	
 
    	
1200
    	
 
    	
1201
    	
 
    	
1202
    	
 
    	
1204
    	
 
    	
1205
    	
 
    	
1206
    
	
1208
    	
 
    	
1209
    	
 
    	
1210
    	
 
    	
1211
    	
 
    	
1212
    	
 
    	
1213
    	
 
    	
1214
    
	
1215R1
    	
 
    	
1217
    	
 
    	
1219
    	
 
    	
1220
    	
 
    	
1221
    	
 
    	
1223
    	
 
    	
1224
    
	
1225
    	
 
    	
1226
    	
 
    	
1228
    	
 
    	
1229
    	
 
    	
1230
    	
 
    	
1231
    	
 
    	
1232
    
	
1233
    	
 
    	
1234
    	
 
    	
1241
    	
 
    	
1243
    	
 
    	
1244R2
    	
 
    	
1245
    	
 
    	
1246
    
	
1247
    	
 
    	
1249
    	
 
    	
1251
    	
 
    	
1253
    	
 
    	
1255
    	
 
    	
1256
    	
 
    	
1257
    
	
1259
    	
 
    	
1260
    	
 
    	
1261
    	
 
    	
1263
    	
 
    	
1264
    	
 
    	
1266
    	
 
    	
1267
    
	
1268
    	
 
    	
1269
    	
 
    	
1270
    	
 
    	
1273
    	
 
    	
1274
    	
 
    	
1275
    	
 
    	
1276
    
	
1277
    	
 
    	
1278
    	
 
    	
1279
    	
 
    	
1280
    	
 
    	
1281
    	
 
    	
1282
    	
 
    	
1283
    
	
1284R1
    	
 
    	
1285
    	
 
    	
1286
    	
 
    	
1287
    	
 
    	
1288
    	
 
    	
1290
    	
 
    	
1291
    
	
1293
    	
 
    	
1294
    	
 
    	
1295
    	
 
    	
1296
    	
 
    	
1297
    	
 
    	
1299
    	
 
    	
1300
    
	
1301
    	
 
    	
1302
    	
 
    	
1303
    	
 
    	
1304
    	
 
    	
1305
    	
 
    	
1306
    	
 
    	
1308
    
	
1312
    	
 
    	
1313
    	
 
    	
1315
    	
 
    	
1316
    	
 
    	
1317
    	
 
    	
1318R1
    	
 
    	
1319
    
	
1320
    	
 
    	
1321
    	
 
    	
1322R1
    	
 
    	
1323
    	
 
    	
1325
    	
 
    	
1326
    	
 
    	
1327
    
	
1329
    	
 
    	
1330
    	
 
    	
1331
    	
 
    	
1332
    	
 
    	
1333
    	
 
    	
1334
    	
 
    	
1335
    
	
1336
    	
 
    	
1337
    	
 
    	
1338
    	
 
    	
1339
    	
 
    	
1340
    	
 
    	
1341
    	
 
    	
1343
    
	
1344
    	
 
    	
1345
    	
 
    	
1346
    	
 
    	
1347
    	
 
    	
1348
    	
 
    	
1349
    	
 
    	
1350
    
	
1351
    	
 
    	
1352
    	
 
    	
1353
    	
 
    	
1354
    	
 
    	
1355
    	
 
    	
1356
    	
 
    	
1357
    
	
1359   Rev6
    	
 
    	
1360R1
    	
 
    	
1361
    	
 
    	
1362
    	
 
    	
1364
    	
 
    	
1365
    	
 
    	
1366
    
	
1367
    	
 
    	
1388
    	
 
    	
1369
    	
 
    	
1370
    	
 
    	
1371
    	
 
    	
1372
    	
 
    	
1373
    
	
1374
    	
 
    	
1375
    	
 
    	
1376R2
    	
 
    	
1377
    	
 
    	
1378
    	
 
    	
1379
    	
 
    	
1380
    
	
1381
    	
 
    	
1382
    	
 
    	
1383
    	
 
    	
1384
    	
 
    	
1385
    	
 
    	
1386
    	
 
    	
1387
    


 

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 8

 

	
1388
    	
 
    	
1389R2
    	
 
    	
1390
    	
 
    	
1391
    	
 
    	
1392
    	
 
    	
1393
    	
 
    	
1395
    
	
1398
    	
 
    	
1399
    	
 
    	
1400
    	
 
    	
1401
    	
 
    	
1402
    	
 
    	
1403
    	
 
    	
1404RevA
    
	
1407R2
    	
 
    	
1408
    	
 
    	
1409
    	
 
    	
1410
    	
 
    	
1411
    	
 
    	
1412
    	
 
    	
1415
    
	
1416
    	
 
    	
1417
    	
 
    	
1418
    	
 
    	
1419
    	
 
    	
1420
    	
 
    	
1421
    	
 
    	
1422
    
	
1423
    	
 
    	
1424
    	
 
    	
1425
    	
 
    	
1426   RevD
    	
 
    	
1427
    	
 
    	
1428
    	
 
    	
1429
    
	
1430
    	
 
    	
1431
    	
 
    	
1432
    	
 
    	
1433
    	
 
    	
1434
    	
 
    	
1435
    	
 
    	
1436
    
	
1438
    	
 
    	
1439R1
    	
 
    	
1440
    	
 
    	
1441
    	
 
    	
1442
    	
 
    	
1443
    	
 
    	
1444
    
	
1445
    	
 
    	
1446
    	
 
    	
1447
    	
 
    	
1449
    	
 
    	
1450
    	
 
    	
1451
    	
 
    	
1452
    
	
1454
    	
 
    	
1455
    	
 
    	
1456
    	
 
    	
1457
    	
 
    	
1458
    	
 
    	
1459
    	
 
    	
1460
    
	
1461
    	
 
    	
1462
    	
 
    	
1463R1
    	
 
    	
1464
    	
 
    	
1465
    	
 
    	
1466
    	
 
    	
1467
    
	
1468
    	
 
    	
1469
    	
 
    	
1470
    	
 
    	
1471
    	
 
    	
1473
    	
 
    	
1474
    	
 
    	
1475
    
	
1476
    	
 
    	
1477R2
    	
 
    	
1478
    	
 
    	
1479R1
    	
 
    	
1481
    	
 
    	
1482
    	
 
    	
1484
    
	
1485
    	
 
    	
1486
    	
 
    	
1487
    	
 
    	
1488
    	
 
    	
1489
    	
 
    	
1490
    	
 
    	
1492
    
	
1494R1
    	
 
    	
1498
    	
 
    	
1499R1
    	
 
    	
1501
    	
 
    	
1502
    	
 
    	
1503
    	
 
    	
1504
    
	
1505
    	
 
    	
1506R2
    	
 
    	
1507
    	
 
    	
1509
    	
 
    	
1510
    	
 
    	
1511
    	
 
    	
1512R1
    
	
1513R1
    	
 
    	
1514
    	
 
    	
1515
    	
 
    	
1516
    	
 
    	
1517
    	
 
    	
1518
    	
 
    	
1519
    
	
1520
    	
 
    	
1522
    	
 
    	
1523
    	
 
    	
1524
    	
 
    	
1525
    	
 
    	
1526
    	
 
    	
1527
    
	
1528
    	
 
    	
1529
    	
 
    	
1530
    	
 
    	
1531
    	
 
    	
1532
    	
 
    	
1533
    	
 
    	
1534
    
	
1535
    	
 
    	
1536
    	
 
    	
1537
    	
 
    	
1538
    	
 
    	
1539
    	
 
    	
1540
    	
 
    	
1541
    
	
1542
    	
 
    	
1543
    	
 
    	
1544
    	
 
    	
1546
    	
 
    	
1549
    	
 
    	
1550
    	
 
    	
1551
    
	
1552
    	
 
    	
1553
    	
 
    	
1556
    	
 
    	
1557
    	
 
    	
1558
    	
 
    	
1559
    	
 
    	
1560
    
	
1561
    	
 
    	
1562
    	
 
    	
1565
    	
 
    	
1569
    	
 
    	
1570
    	
 
    	
1571
    	
 
    	
1572
    
	
1573
    	
 
    	
1576
    	
 
    	
1577
    	
 
    	
1578
    	
 
    	
1580R2
    	
 
    	
1581
    	
 
    	
1584
    
	
1585
    	
 
    	
1586
    	
 
    	
1587
    	
 
    	
1588
    	
 
    	
1589
    	
 
    	
1591
    	
 
    	
1592
    
	
1593
    	
 
    	
1596
    	
 
    	
1597
    	
 
    	
1598
    	
 
    	
1599
    	
 
    	
1600
    	
 
    	
1601
    
	
1602
    	
 
    	
1603
    	
 
    	
1604
    	
 
    	
1605
    	
 
    	
1606
    	
 
    	
1607
    	
 
    	
1608
    


 

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 8

 

	
1609
    	
 
    	
1611
    	
 
    	
1612
    	
 
    	
1613
    	
 
    	
1614
    	
 
    	
1615R2
    	
 
    	
1616
    
	
1617
    	
 
    	
1618
    	
 
    	
1619
    	
 
    	
1620
    	
 
    	
1622
    	
 
    	
1623
    	
 
    	
1624
    


 

Amendment 5 incorporates - continued:

 

	
1625
    	
 
    	
1626
    	
 
    	
1627
    	
 
    	
1628
    	
 
    	
1629
    	
 
    	
1630
    	
 
    	
1632
    
	
1633
    	
 
    	
1634
    	
 
    	
1635
    	
 
    	
1636
    	
 
    	
1637
    	
 
    	
1638
    	
 
    	
1639
    
	
1640
    	
 
    	
1641
    	
 
    	
1642
    	
 
    	
1644
    	
 
    	
1645
    	
 
    	
1646
    	
 
    	
1647
    
	
1648
    	
 
    	
1649
    	
 
    	
1650
    	
 
    	
1651
    	
 
    	
1652
    	
 
    	
1653
    	
 
    	
1654
    
	
1655
    	
 
    	
1656
    	
 
    	
1657
    	
 
    	
1658
    	
 
    	
1659
    	
 
    	
1661
    	
 
    	
1662
    
	
1663
    	
 
    	
1664
    	
 
    	
1665
    	
 
    	
1666
    	
 
    	
1667
    	
 
    	
1668
    	
 
    	
1669R1
    
	
1670
    	
 
    	
1671
    	
 
    	
1672
    	
 
    	
1674
    	
 
    	
1675
    	
 
    	
1676
    	
 
    	
1677
    
	
1678
    	
 
    	
1679
    	
 
    	
1680
    	
 
    	
1681
    	
 
    	
1682
    	
 
    	
1683
    	
 
    	
1684
    
	
1685
    	
 
    	
1687
    	
 
    	
1688
    	
 
    	
1689
    	
 
    	
1690
    	
 
    	
1691
    	
 
    	
1692
    
	
1693
    	
 
    	
1694
    	
 
    	
1695
    	
 
    	
1696
    	
 
    	
1697
    	
 
    	
1698
    	
 
    	
1699
    
	
1700
    	
 
    	
1701
    	
 
    	
1702
    	
 
    	
1703
    	
 
    	
1704
    	
 
    	
1705
    	
 
    	
1706
    
	
1707
    	
 
    	
1708
    	
 
    	
1709
    	
 
    	
1710
    	
 
    	
1711
    	
 
    	
1712
    	
 
    	
1713
    
	
1715
    	
 
    	
1716
    	
 
    	
1717
    	
 
    	
1718
    	
 
    	
1719
    	
 
    	
1720
    	
 
    	
1721
    
	
1722
    	
 
    	
1723
    	
 
    	
1724
    	
 
    	
1728
    	
 
    	
1729
    	
 
    	
1730
    	
 
    	
1731
    
	
1732
    	
 
    	
1733
    	
 
    	
1734
    	
 
    	
1735
    	
 
    	
1736
    	
 
    	
1737
    	
 
    	
1738
    
	
1739
    	
 
    	
1740
    	
 
    	
1741
    	
 
    	
1745
    	
 
    	
1746
    	
 
    	
1747
    	
 
    	
1748
    
	
1749
    	
 
    	
1751
    	
 
    	
1752
    	
 
    	
1753
    	
 
    	
1754
    	
 
    	
1755
    	
 
    	
1756
    
	
1757
    	
 
    	
1758
    	
 
    	
1759
    	
 
    	
1760
    	
 
    	
1761
    	
 
    	
1762
    	
 
    	
1763
    
	
1764
    	
 
    	
1765
    	
 
    	
1766R1
    	
 
    	
1767
    	
 
    	
1769
    	
 
    	
1770
    	
 
    	
1771
    
	
1772
    	
 
    	
1773
    	
 
    	
1774
    	
 
    	
1775
    	
 
    	
1776
    	
 
    	
1777
    	
 
    	
1778
    
	
17779
    	
 
    	
1780
    	
 
    	
1781
    	
 
    	
1783
    	
 
    	
1784
    	
 
    	
1785
    	
 
    	
1786
    
	
1788
    	
 
    	
1789
    	
 
    	
1790
    	
 
    	
1794
    	
 
    	
1795
    	
 
    	
1797
    	
 
    	
1798
    
	
1799
    	
 
    	
1800
    	
 
    	
1803
    	
 
    	
1807
    	
 
    	
1808
    	
 
    	
1809
    	
 
    	
1810
    


 

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 8

 

	
1811
    	
 
    	
1842
    	
 
    	
1813
    	
 
    	
18141815
    	
 
    	
1816
    	
 
    	
1817
    	
 
    	
1818
    
	
1819
    	
 
    	
1820
    	
 
    	
1821
    	
 
    	
1822
    	
 
    	
1823
    	
 
    	
1824
    	
 
    	
1825
    
	
1826
    	
 
    	
1827
    	
 
    	
1828
    	
 
    	
1829
    	
 
    	
1830
    	
 
    	
1831
    	
 
    	
1832
    
	
1835
    	
 
    	
1836
    	
 
    	
1837
    	
 
    	
1838
    	
 
    	
1839
    	
 
    	
1840
    	
 
    	
1842
    
	
1843
    	
 
    	
1844
    	
 
    	
1845
    	
 
    	
1846
    	
 
    	
1847
    	
 
    	
1848
    	
 
    	
1849
    
	
1850
    	
 
    	
1851
    	
 
    	
1852
    	
 
    	
1853
    	
 
    	
1854R1
    	
 
    	
1855
    	
 
    	
1856
    
	
1857
    	
 
    	
1858
    	
 
    	
1859
    	
 
    	
1860
    	
 
    	
1861
    	
 
    	
1862
    	
 
    	
1863
    
	
1864
    	
 
    	
1865
    	
 
    	
1866
    	
 
    	
1867
    	
 
    	
1868
    	
 
    	
1869
    	
 
    	
1870
    
	
1871
    	
 
    	
1872
    	
 
    	
1873
    	
 
    	
1874
    	
 
    	
1875
    	
 
    	
1876
    	
 
    	
1877
    
	
1878
    	
 
    	
1879
    	
 
    	
1880
    	
 
    	
1882
    	
 
    	
1883
    	
 
    	
1885
    	
 
    	
1886
    
	
1887
    	
 
    	
1888R1
    	
 
    	
1889
    	
 
    	
1890
    	
 
    	
1891
    	
 
    	
1892R1
    	
 
    	
1893
    
	
1894
    	
 
    	
1895
    	
 
    	
1896
    	
 
    	
1897
    	
 
    	
1898
    	
 
    	
1899
    	
 
    	
1900
    
	
1901
    	
 
    	
1902
    	
 
    	
1903
    	
 
    	
1904
    	
 
    	
1905
    	
 
    	
1906
    	
 
    	
1907
    
	
1908
    	
 
    	
1909
    	
 
    	
1910
    	
 
    	
1911
    	
 
    	
1912
    	
 
    	
1913   RevA
    	
 
    	
1914
    
	
1915
    	
 
    	
1916
    	
 
    	
1917
    	
 
    	
1918
    	
 
    	
1919
    	
 
    	
1920
    	
 
    	
1922
    
	
1924
    	
 
    	
1925
    	
 
    	
1926
    	
 
    	
1927
    	
 
    	
1928
    	
 
    	
1929
    	
 
    	
1930
    
	
1931
    	
 
    	
1932
    	
 
    	
1933
    	
 
    	
1934
    	
 
    	
1935
    	
 
    	
1936
    	
 
    	
1937
    
	
1938
    	
 
    	
1939
    	
 
    	
1940
    	
 
    	
1941
    	
 
    	
1942
    	
 
    	
1943
    	
 
    	
1945
    
	
1946
    	
 
    	
1947
    	
 
    	
1948
    	
 
    	
1949
    	
 
    	
1956
    	
 
    	
1972
    	
 
    	
1974
    
	
1984
    	
 
    	
1986
    	
 
    	
1998
    	
 
    	
2000
    	
 
    	
2012
    	
 
    	
2013
    	
 
    	
2032
    
	
2040
    	
 
    	
2058
    	
 
    	
2107
    	
 
    	
2108
    	
 
    	
2109
    	
 
    	
2110
    	
 
    	
2111
    
	
2114
    	
 
    	
2115
    	
 
    	
2117
    	
 
    	
2119
    	
 
    	
2120
    	
 
    	
2138
    	
 
    	
2144
    
	
2145
    	
 
    	
2146
    	
 
    	
2147
    	
 
    	
2163
    	
 
    	
2168
    	
 
    	
2190
    	
 
    	
 
    


 

Amendment 6 incorporates:

 

	
841(2)
    	
 
    	
1022
    	
 
    	
1163
    	
 
    	
1183
    	
 
    	
1188
    	
 
    	
1196
    	
 
    	
1199
    
	
1203
    	
 
    	
1218
    	
 
    	
1227
    	
 
    	
1235
    	
 
    	
1252
    	
 
    	
1265
    	
 
    	
1338
    


 

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 8

 

	
1406   R1
    	
 
    	
1412
    	
 
    	
1422
    	
 
    	
1423
    	
 
    	
1430
    	
 
    	
1454
    	
 
    	
1480
    
	
1488
    	
 
    	
1491
    	
 
    	
1557R1
    	
 
    	
1574
    	
 
    	
1582
    	
 
    	
1583
    	
 
    	
1610
    
	
1621
    	
 
    	
1631
    	
 
    	
1643
    	
 
    	
1660
    	
 
    	
1725
    	
 
    	
1726
    	
 
    	
1727
    
	
1750
    	
 
    	
1768
    	
 
    	
1791
    	
 
    	
1792
    	
 
    	
1793
    	
 
    	
1865R1
    	
 
    	
1871R1
    
	
1881
    	
 
    	
1921
    	
 
    	
1923
    	
 
    	
1949R1
    	
 
    	
1950
    	
 
    	
1951
    	
 
    	
1952
    
	
1953
    	
 
    	
1954
    	
 
    	
1955
    	
 
    	
1957
    	
 
    	
1958
    	
 
    	
1959
    	
 
    	
1960
    
	
1961
    	
 
    	
1962
    	
 
    	
1964
    	
 
    	
1965
    	
 
    	
1966
    	
 
    	
1967
    	
 
    	
1968
    
	
1969
    	
 
    	
1970
    	
 
    	
1971
    	
 
    	
1975
    	
 
    	
1976
    	
 
    	
1977
    	
 
    	
1978
    
	
1979
    	
 
    	
1980
    	
 
    	
1982
    	
 
    	
1963
    	
 
    	
1985
    	
 
    	
1987
    	
 
    	
1988
    
	
1989
    	
 
    	
1990
    	
 
    	
1991
    	
 
    	
1992
    	
 
    	
1993
    	
 
    	
1994
    	
 
    	
1995
    
	
1996
    	
 
    	
1997
    	
 
    	
1999
    	
 
    	
2001
    	
 
    	
2002
    	
 
    	
2003
    	
 
    	
2004
    
	
2005
    	
 
    	
2006
    	
 
    	
2007
    	
 
    	
2008
    	
 
    	
2009
    	
 
    	
2011R1
    	
 
    	
2013R1
    
	
2014
    	
 
    	
2015
    	
 
    	
2016
    	
 
    	
2017
    	
 
    	
2018
    	
 
    	
2019
    	
 
    	
2020
    
	
2021
    	
 
    	
2022
    	
 
    	
2023
    	
 
    	
2024
    	
 
    	
2025
    	
 
    	
2026
    	
 
    	
2027
    
	
2028
    	
 
    	
2029
    	
 
    	
2030
    	
 
    	
2031
    	
 
    	
2033
    	
 
    	
2034
    	
 
    	
2035
    
	
2036R2
    	
 
    	
2037
    	
 
    	
2038
    	
 
    	
2039
    	
 
    	
2041R1
    	
 
    	
2042
    	
 
    	
2043
    
	
2045
    	
 
    	
2047
    	
 
    	
2048
    	
 
    	
2049
    	
 
    	
2050
    	
 
    	
2051
    	
 
    	
2052
    
	
2053
    	
 
    	
2054
    	
 
    	
2055
    	
 
    	
2056
    	
 
    	
2057
    	
 
    	
2059
    	
 
    	
2060R1
    
	
2061
    	
 
    	
2065R2
    	
 
    	
2066
    	
 
    	
2067
    	
 
    	
2068
    	
 
    	
2069
    	
 
    	
2070
    
	
2071
    	
 
    	
2072
    	
 
    	
2073
    	
 
    	
2074
    	
 
    	
2075
    	
 
    	
2076
    	
 
    	
2077
    
	
2078
    	
 
    	
2079
    	
 
    	
2080
    	
 
    	
2081
    	
 
    	
2086
    	
 
    	
2087
    	
 
    	
2089
    
	
2090
    	
 
    	
2091
    	
 
    	
2092
    	
 
    	
2093
    	
 
    	
2094
    	
 
    	
2095
    	
 
    	
2096
    
	
2097
    	
 
    	
2098
    	
 
    	
2099
    	
 
    	
2100
    	
 
    	
2101
    	
 
    	
2103
    	
 
    	
2104
    
	
2105
    	
 
    	
2110
    	
 
    	
2112
    	
 
    	
2113
    	
 
    	
2116
    	
 
    	
2121
    	
 
    	
2122
    
	
2123
    	
 
    	
2124
    	
 
    	
2125
    	
 
    	
2126
    	
 
    	
2128
    	
 
    	
2129
    	
 
    	
2130
    
	
2131
    	
 
    	
2132
    	
 
    	
2133
    	
 
    	
2134
    	
 
    	
2135
    	
 
    	
2136
    	
 
    	
2137
    
	
2141
    	
 
    	
2142
    	
 
    	
2143
    	
 
    	
2146R1
    	
 
    	
2146R2
    	
 
    	
2146R3
    	
 
    	
2147R1
    


 

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 8

 

	
2147R2
    	
 
    	
2147R3
    	
 
    	
2147R4
    	
 
    	
2151
    	
 
    	
2152
    	
 
    	
2154
    	
 
    	
2155
    
	
2156
    	
 
    	
2157
    	
 
    	
2159
    	
 
    	
2160
    	
 
    	
2161
    	
 
    	
2162
    	
 
    	
2164
    
	
2165
    	
 
    	
2166
    	
 
    	
2167
    	
 
    	
2168
    	
 
    	
2169
    	
 
    	
2170
    	
 
    	
2171
    
	
2172
    	
 
    	
2173
    	
 
    	
2174
    	
 
    	
2175
    	
 
    	
2176
    	
 
    	
2177
    	
 
    	
2178
    
	
2179
    	
 
    	
2180
    	
 
    	
2181
    	
 
    	
2182
    	
 
    	
2183
    	
 
    	
2184
    	
 
    	
2185
    
	
2186
    	
 
    	
2187
    	
 
    	
2188
    	
 
    	
2189
    	
 
    	
2191
    	
 
    	
2192
    	
 
    	
2193
    
	
2194
    	
 
    	
2195
    	
 
    	
2197
    	
 
    	
2198
    	
 
    	
2199
    	
 
    	
2200
    	
 
    	
2201
    
	
2202
    	
 
    	
2203
    	
 
    	
2204
    	
 
    	
2205
    	
 
    	
2206
    	
 
    	
2207
    	
 
    	
2208
    
	
2209
    	
 
    	
2210
    	
 
    	
2211
    	
 
    	
2214
    	
 
    	
2215
    	
 
    	
2216
    	
 
    	
2217
    
	
2218
    	
 
    	
2219
    	
 
    	
2220
    	
 
    	
2221
    	
 
    	
2221
    	
 
    	
2224
    	
 
    	
2225
    
	
2226
    	
 
    	
2227
    	
 
    	
2228
    	
 
    	
2229
    	
 
    	
2230
    	
 
    	
2231
    	
 
    	
2232
    
	
2233
    	
 
    	
2234
    	
 
    	
2235
    	
 
    	
2236
    	
 
    	
2237
    	
 
    	
2238
    	
 
    	
2239
    
	
2240
    	
 
    	
2241
    	
 
    	
2242
    	
 
    	
2243
    	
 
    	
2244
    	
 
    	
2245
    	
 
    	
2246
    
	
2247
    	
 
    	
2248
    	
 
    	
2249
    	
 
    	
2250
    	
 
    	
2251
    	
 
    	
2252
    	
 
    	
2253
    
	
2254
    	
 
    	
2255
    	
 
    	
2256
    	
 
    	
2257
    	
 
    	
2258
    	
 
    	
2259
    	
 
    	
2260
    
	
2261
    	
 
    	
2262
    	
 
    	
2264
    	
 
    	
2263
    	
 
    	
2265
    	
 
    	
2266
    	
 
    	
2267
    


 

Amendment 6 incorporates - continued:

 

	
2268
    	
 
    	
2269
    	
 
    	
2270
    	
 
    	
2271
    	
 
    	
2272
    	
 
    	
2273
    	
 
    	
2274
    
	
2275
    	
 
    	
2276
    	
 
    	
2277
    	
 
    	
2278
    	
 
    	
2279
    	
 
    	
2280
    	
 
    	
2281
    
	
2282
    	
 
    	
2283
    	
 
    	
2284
    	
 
    	
2285
    	
 
    	
2286
    	
 
    	
2287
    	
 
    	
2288
    
	
2289
    	
 
    	
2290
    	
 
    	
2291
    	
 
    	
2292
    	
 
    	
2293
    	
 
    	
2294
    	
 
    	
2295
    
	
2296
    	
 
    	
2297
    	
 
    	
2298
    	
 
    	
2299
    	
 
    	
2301
    	
 
    	
2303
    	
 
    	
2304
    
	
2305
    	
 
    	
2306
    	
 
    	
2307
    	
 
    	
2308
    	
 
    	
2309
    	
 
    	
2310
    	
 
    	
2311
    
	
2312
    	
 
    	
2313
    	
 
    	
2314
    	
 
    	
2315
    	
 
    	
2316
    	
 
    	
2317
    	
 
    	
2318
    
	
2319
    	
 
    	
2320
    	
 
    	
2321
    	
 
    	
2322
    	
 
    	
2323
    	
 
    	
2324
    	
 
    	
2325
    
	
2326
    	
 
    	
2327
    	
 
    	
2328
    	
 
    	
2329
    	
 
    	
2330
    	
 
    	
2331
    	
 
    	
2332
    


 

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 8

 

	
2333
    	
 
    	
2334
    	
 
    	
2335
    	
 
    	
2336
    	
 
    	
2337
    	
 
    	
2338
    	
 
    	
2339
    
	
2340
    	
 
    	
2341
    	
 
    	
2342
    	
 
    	
2343
    	
 
    	
2344
    	
 
    	
2345
    	
 
    	
2346
    
	
2347
    	
 
    	
2348
    	
 
    	
2349
    	
 
    	
2350R1
    	
 
    	
2351
    	
 
    	
2352
    	
 
    	
2353
    
	
2354
    	
 
    	
2355
    	
 
    	
2356
    	
 
    	
2357
    	
 
    	
2358
    	
 
    	
2359
    	
 
    	
2360
    
	
2361
    	
 
    	
2362
    	
 
    	
2363
    	
 
    	
2364
    	
 
    	
2365R1
    	
 
    	
2366
    	
 
    	
2367
    
	
2368
    	
 
    	
2369
    	
 
    	
2370
    	
 
    	
2371
    	
 
    	
2372
    	
 
    	
2373
    	
 
    	
2374
    
	
2375
    	
 
    	
2376
    	
 
    	
2377
    	
 
    	
2378
    	
 
    	
2379
    	
 
    	
2380
    	
 
    	
2381
    
	
2382
    	
 
    	
2383
    	
 
    	
2384
    	
 
    	
2385
    	
 
    	
2386
    	
 
    	
2387
    	
 
    	
2388
    
	
2389
    	
 
    	
2390
    	
 
    	
2391
    	
 
    	
2392
    	
 
    	
2393
    	
 
    	
2394
    	
 
    	
2395
    
	
2396
    	
 
    	
2397
    	
 
    	
2398
    	
 
    	
2399
    	
 
    	
2400
    	
 
    	
2401
    	
 
    	
2402
    
	
2403
    	
 
    	
2404
    	
 
    	
2405
    	
 
    	
2406
    	
 
    	
2407
    	
 
    	
2408
    	
 
    	
2409
    
	
2410
    	
 
    	
2411
    	
 
    	
2412
    	
 
    	
2413
    	
 
    	
2414
    	
 
    	
2415
    	
 
    	
2416
    
	
2417
    	
 
    	
2418
    	
 
    	
2419
    	
 
    	
2422
    	
 
    	
2423
    	
 
    	
2424
    	
 
    	
2425
    
	
2426
    	
 
    	
2427
    	
 
    	
2428
    	
 
    	
2429
    	
 
    	
2430
    	
 
    	
2431
    	
 
    	
2432
    
	
2436R1
    	
 
    	
2437
    	
 
    	
2438
    	
 
    	
2439
    	
 
    	
2440
    	
 
    	
2441
    	
 
    	
2442
    
	
2443
    	
 
    	
2444
    	
 
    	
2445
    	
 
    	
2446
    	
 
    	
2447
    	
 
    	
2448
    	
 
    	
2449
    
	
2450
    	
 
    	
2451
    	
 
    	
2452
    	
 
    	
2453
    	
 
    	
2454
    	
 
    	
2455
    	
 
    	
2456
    
	
2457
    	
 
    	
2458
    	
 
    	
2459
    	
 
    	
2460
    	
 
    	
2461
    	
 
    	
2462
    	
 
    	
2463
    
	
2464
    	
 
    	
2465
    	
 
    	
2467
    	
 
    	
2470
    	
 
    	
2471
    	
 
    	
2472
    	
 
    	
2473
    
	
2474
    	
 
    	
2475
    	
 
    	
2476
    	
 
    	
2477
    	
 
    	
2478
    	
 
    	
2479
    	
 
    	
2480
    
	
2481
    	
 
    	
2482
    	
 
    	
2483
    	
 
    	
2484
    	
 
    	
2485
    	
 
    	
2486
    	
 
    	
2487
    
	
2489
    	
 
    	
2492
    	
 
    	
2493
    	
 
    	
2494
    	
 
    	
2495
    	
 
    	
2496
    	
 
    	
2497
    
	
2498
    	
 
    	
2499
    	
 
    	
2500
    	
 
    	
2501
    	
 
    	
2502
    	
 
    	
2503
    	
 
    	
2504
    
	
2505
    	
 
    	
2506
    	
 
    	
2508
    	
 
    	
2509
    	
 
    	
2510
    	
 
    	
2510
    	
 
    	
2511
    
	
2512
    	
 
    	
2513
    	
 
    	
2514
    	
 
    	
2515
    	
 
    	
2516
    	
 
    	
2517
    	
 
    	
2518
    
	
2519
    	
 
    	
2520
    	
 
    	
2521
    	
 
    	
2522
    	
 
    	
2523
    	
 
    	
2524
    	
 
    	
2525
    
	
2526
    	
 
    	
2527
    	
 
    	
2528
    	
 
    	
2529
    	
 
    	
2530
    	
 
    	
2531
    	
 
    	
2532
    


 

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 8

 

	
2533
    	
 
    	
2534
    	
 
    	
2535
    	
 
    	
2536
    	
 
    	
2537
    	
 
    	
2538
    	
 
    	
2539
    
	
2540
    	
 
    	
2542
    	
 
    	
2543
    	
 
    	
2544
    	
 
    	
2545
    	
 
    	
2546
    	
 
    	
2547
    
	
2548
    	
 
    	
2549
    	
 
    	
2550
    	
 
    	
2551
    	
 
    	
2552
    	
 
    	
2553R1
    	
 
    	
2554
    
	
2555
    	
 
    	
2556
    	
 
    	
2557
    	
 
    	
2558
    	
 
    	
2559
    	
 
    	
2560
    	
 
    	
2561
    
	
2562
    	
 
    	
2563
    	
 
    	
2564
    	
 
    	
2565
    	
 
    	
2566
    	
 
    	
2567
    	
 
    	
2568
    
	
2569
    	
 
    	
2570
    	
 
    	
2571
    	
 
    	
2572
    	
 
    	
2573
    	
 
    	
2574
    	
 
    	
2575
    
	
2576
    	
 
    	
2577
    	
 
    	
2578
    	
 
    	
2579
    	
 
    	
2580
    	
 
    	
2581
    	
 
    	
2582
    
	
2583
    	
 
    	
2584
    	
 
    	
2585
    	
 
    	
2586
    	
 
    	
2587
    	
 
    	
2588
    	
 
    	
2589
    
	
2590
    	
 
    	
2591
    	
 
    	
2592
    	
 
    	
2593
    	
 
    	
2594
    	
 
    	
2595
    	
 
    	
2596
    


 

Amendment 6 incorporates continued:

 

	
2597
    	
 
    	
2598
    	
 
    	
2599
    	
 
    	
2600
    	
 
    	
2601
    	
 
    	
2602
    	
 
    	
2603
    
	
2604R1
    	
 
    	
2606
    	
 
    	
2607
    	
 
    	
2608
    	
 
    	
2609
    	
 
    	
2610
    	
 
    	
2611
    
	
2612
    	
 
    	
2613
    	
 
    	
2614
    	
 
    	
2615
    	
 
    	
2616
    	
 
    	
2617
    	
 
    	
2618
    
	
2619
    	
 
    	
2620
    	
 
    	
2621
    	
 
    	
2622
    	
 
    	
2623
    	
 
    	
2624
    	
 
    	
2625
    
	
2626
    	
 
    	
2627
    	
 
    	
2628
    	
 
    	
2629
    	
 
    	
2630
    	
 
    	
2631
    	
 
    	
2632
    
	
2633
    	
 
    	
2634
    	
 
    	
2635
    	
 
    	
2636
    	
 
    	
2637
    	
 
    	
2638
    	
 
    	
2639
    
	
2640
    	
 
    	
2641
    	
 
    	
2642
    	
 
    	
2643
    	
 
    	
2644
    	
 
    	
2645
    	
 
    	
2646
    
	
2647
    	
 
    	
2648
    	
 
    	
2649
    	
 
    	
2650
    	
 
    	
2651
    	
 
    	
2653
    	
 
    	
2654
    
	
2655
    	
 
    	
2656
    	
 
    	
2657
    	
 
    	
2658
    	
 
    	
2659
    	
 
    	
2660
    	
 
    	
2661
    
	
2662
    	
 
    	
2663
    	
 
    	
2664
    	
 
    	
2665
    	
 
    	
2666
    	
 
    	
2667
    	
 
    	
2668
    
	
2669
    	
 
    	
2670
    	
 
    	
2671
    	
 
    	
2672
    	
 
    	
2673
    	
 
    	
2674
    	
 
    	
2675
    
	
2676
    	
 
    	
2677
    	
 
    	
2678
    	
 
    	
2679
    	
 
    	
2680
    	
 
    	
2681
    	
 
    	
2682
    
	
2683
    	
 
    	
2684
    	
 
    	
2685
    	
 
    	
2686
    	
 
    	
2687
    	
 
    	
2688
    	
 
    	
2689
    
	
2690
    	
 
    	
2691
    	
 
    	
2692
    	
 
    	
2693
    	
 
    	
2695
    	
 
    	
2696
    	
 
    	
2697
    
	
2698
    	
 
    	
2699
    	
 
    	
2700
    	
 
    	
2701
    	
 
    	
2702
    	
 
    	
2703
    	
 
    	
2704
    
	
2705
    	
 
    	
2706
    	
 
    	
2707
    	
 
    	
2708
    	
 
    	
2709
    	
 
    	
2710
    	
 
    	
2711
    


 

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 8

 

	
2712
    	
 
    	
2713
    	
 
    	
2714
    	
 
    	
2715
    	
 
    	
2716
    	
 
    	
2717
    	
 
    	
2718
    
	
2719
    	
 
    	
2720
    	
 
    	
2721
    	
 
    	
2722
    	
 
    	
2723
    	
 
    	
2724
    	
 
    	
2725
    
	
2726
    	
 
    	
2727
    	
 
    	
2728
    	
 
    	
2729
    	
 
    	
2730
    	
 
    	
2731
    	
 
    	
2732RA
    
	
2733
    	
 
    	
2735
    	
 
    	
2736
    	
 
    	
2737
    	
 
    	
2738
    	
 
    	
2739
    	
 
    	
2740
    
	
2741
    	
 
    	
2742
    	
 
    	
2743
    	
 
    	
2744R1
    	
 
    	
2745
    	
 
    	
2746
    	
 
    	
2748
    
	
2749
    	
 
    	
2750
    	
 
    	
2751
    	
 
    	
2752
    	
 
    	
2753
    	
 
    	
2754
    	
 
    	
2755
    
	
2756
    	
 
    	
2757
    	
 
    	
2758
    	
 
    	
2759
    	
 
    	
2760
    	
 
    	
2761
    	
 
    	
2762
    
	
2763
    	
 
    	
2764
    	
 
    	
2765
    	
 
    	
2766
    	
 
    	
2767
    	
 
    	
2768
    	
 
    	
2769
    
	
2770
    	
 
    	
2771
    	
 
    	
2772
    	
 
    	
2773
    	
 
    	
2774
    	
 
    	
2775
    	
 
    	
2776
    
	
2777
    	
 
    	
2778
    	
 
    	
2779
    	
 
    	
2780
    	
 
    	
2781
    	
 
    	
2782
    	
 
    	
2783
    
	
2784
    	
 
    	
2785
    	
 
    	
2786
    	
 
    	
2787
    	
 
    	
2788
    	
 
    	
2789
    	
 
    	
2790
    
	
2791
    	
 
    	
2792
    	
 
    	
2793
    	
 
    	
2794
    	
 
    	
2795
    	
 
    	
2796
    	
 
    	
2797
    
	
2798
    	
 
    	
2799
    	
 
    	
2800
    	
 
    	
2801
    	
 
    	
2803
    	
 
    	
2804
    	
 
    	
2805
    
	
2806
    	
 
    	
2807
    	
 
    	
2808
    	
 
    	
2809
    	
 
    	
2810
    	
 
    	
2811
    	
 
    	
2811R1
    
	
2812
    	
 
    	
2813
    	
 
    	
2814
    	
 
    	
2815
    	
 
    	
2815R1
    	
 
    	
2816
    	
 
    	
2818
    
	
2819
    	
 
    	
2820
    	
 
    	
2821
    	
 
    	
2822
    	
 
    	
2823
    	
 
    	
2824
    	
 
    	
2825
    
	
2826
    	
 
    	
2827
    	
 
    	
2828
    	
 
    	
2829
    	
 
    	
2830
    	
 
    	
2831
    	
 
    	
2832
    
	
2833
    	
 
    	
2834
    	
 
    	
2835
    	
 
    	
2836
    	
 
    	
2837
    	
 
    	
2838
    	
 
    	
2839
    
	
2840R1
    	
 
    	
2840R2
    	
 
    	
2841
    	
 
    	
2842
    	
 
    	
2843
    	
 
    	
2844
    	
 
    	
2845
    
	
2846
    	
 
    	
2847
    	
 
    	
2848
    	
 
    	
2849
    	
 
    	
2850
    	
 
    	
2852
    	
 
    	
2853
    
	
2854
    	
 
    	
2855
    	
 
    	
2856
    	
 
    	
2858
    	
 
    	
2859
    	
 
    	
2860
    	
 
    	
2861
    
	
2862
    	
 
    	
2863
    	
 
    	
2864
    	
 
    	
2865
    	
 
    	
2866
    	
 
    	
2867
    	
 
    	
2868
    
	
2869
    	
 
    	
2870
    	
 
    	
2871
    	
 
    	
2872
    	
 
    	
2874
    	
 
    	
2879
    	
 
    	
2882
    
	
2886
    	
 
    	
2887
    	
 
    	
2888
    	
 
    	
2889
    	
 
    	
2890
    	
 
    	
2891
    	
 
    	
2892
    
	
2893
    	
 
    	
2895
    	
 
    	
2896
    	
 
    	
2897
    	
 
    	
2898
    	
 
    	
2899
    	
 
    	
2900
    
	
2901
    	
 
    	
2902
    	
 
    	
2903
    	
 
    	
2904
    	
 
    	
2905
    	
 
    	
2906
    	
 
    	
2907
    
	
2908
    	
 
    	
2910
    	
 
    	
2911
    	
 
    	
2912
    	
 
    	
2913
    	
 
    	
2914
    	
 
    	
2915
    


 

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 8

 

	
2916
    	
 
    	
2917
    	
 
    	
2918
    	
 
    	
2919
    	
 
    	
2920
    	
 
    	
2921
    	
 
    	
2922
    
	
2923
    	
 
    	
2924
    	
 
    	
2926
    	
 
    	
2927
    	
 
    	
2928
    	
 
    	
2929
    	
 
    	
2930
    


 

Amendment 6 incorporates - continued:

 

	
2931
    	
 
    	
2932
    	
 
    	
2933
    	
 
    	
2934
    	
 
    	
2935
    	
 
    	
2936
    	
 
    	
2937
    
	
2937R1
    	
 
    	
2938
    	
 
    	
2939
    	
 
    	
2940
    	
 
    	
2941
    	
 
    	
2942
    	
 
    	
2943
    
	
2944
    	
 
    	
2945
    	
 
    	
2946
    	
 
    	
2947
    	
 
    	
2948
    	
 
    	
2949
    	
 
    	
2950
    
	
2951
    	
 
    	
2952
    	
 
    	
2953
    	
 
    	
2954
    	
 
    	
2955
    	
 
    	
2956
    	
 
    	
2957
    
	
2958
    	
 
    	
2959
    	
 
    	
2960
    	
 
    	
2961
    	
 
    	
2962
    	
 
    	
2963
    	
 
    	
2964
    
	
2965
    	
 
    	
2966
    	
 
    	
2967
    	
 
    	
2968
    	
 
    	
2969
    	
 
    	
2970
    	
 
    	
2971
    
	
2972
    	
 
    	
2973
    	
 
    	
2974
    	
 
    	
2975
    	
 
    	
2976
    	
 
    	
2977
    	
 
    	
2978
    
	
2979
    	
 
    	
2980
    	
 
    	
2981
    	
 
    	
2982
    	
 
    	
2983
    	
 
    	
2984
    	
 
    	
2985
    
	
2986
    	
 
    	
2987
    	
 
    	
2988
    	
 
    	
2989
    	
 
    	
2990
    	
 
    	
2991
    	
 
    	
2992
    
	
2993
    	
 
    	
2994
    	
 
    	
2995
    	
 
    	
2996
    	
 
    	
2997
    	
 
    	
2998
    	
 
    	
2999
    
	
3000
    	
 
    	
3011
    	
 
    	
3013
    	
 
    	
3030
    	
 
    	
3035
    	
 
    	
3036
    	
 
    	
3037
    
	
3048
    	
 
    	
3050
    	
 
    	
3051
    	
 
    	
3064
    	
 
    	
3067
    	
 
    	
3077
    	
 
    	
3088
    
	
3091
    	
 
    	
3110
    	
 
    	
3113
    	
 
    	
3128
    	
 
    	
3144
    	
 
    	
3161
    	
 
    	
3162
    
	
3165
    	
 
    	
3167
    	
 
    	
3168
    	
 
    	
3169
    	
 
    	
3174
    	
 
    	
3197
    	
 
    	
3198
    
	
3224
    	
 
    	
3177
    	
 
    	
3201
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Amendment 7 incorporates:

 

	
2002
    	
 
    	
2040   R1
    	
 
    	
2118R2
    	
 
    	
2126R1
    	
 
    	
2126R2
    	
 
    	
2140
    	
 
    	
2199R1
    
	
2223
    	
 
    	
2488R3
    	
 
    	
2490
    	
 
    	
2491
    	
 
    	
2580R2
    	
 
    	
2623R1
    	
 
    	
2652R1
    
	
2724R1
    	
 
    	
2802
    	
 
    	
2817
    	
 
    	
2851
    	
 
    	
2894
    	
 
    	
2935R1
    	
 
    	
3001
    
	
3001R1
    	
 
    	
3002
    	
 
    	
3003
    	
 
    	
3004
    	
 
    	
3005
    	
 
    	
3006
    	
 
    	
3007
    
	
3008
    	
 
    	
3009
    	
 
    	
3010
    	
 
    	
3012
    	
 
    	
3014
    	
 
    	
3015
    	
 
    	
3016
    
	
3017
    	
 
    	
3018
    	
 
    	
3019
    	
 
    	
3020
    	
 
    	
3021
    	
 
    	
3022
    	
 
    	
3023
    
	
3024
    	
 
    	
3025
    	
 
    	
3026
    	
 
    	
3027
    	
 
    	
3028
    	
 
    	
3029
    	
 
    	
3031
    
	
3032
    	
 
    	
3033
    	
 
    	
3033R1
    	
 
    	
3034
    	
 
    	
3038
    	
 
    	
3039
    	
 
    	
3040
    


 

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 8

 

	
3042
    	
 
    	
3043
    	
 
    	
3044
    	
 
    	
3045
    	
 
    	
3046
    	
 
    	
3052
    	
 
    	
3053
    
	
3054
    	
 
    	
3055
    	
 
    	
3056
    	
 
    	
3057
    	
 
    	
3058
    	
 
    	
3059
    	
 
    	
3060
    
	
3061
    	
 
    	
3062
    	
 
    	
3063
    	
 
    	
3065
    	
 
    	
3068
    	
 
    	
3069
    	
 
    	
3070
    
	
3071
    	
 
    	
3072
    	
 
    	
3074
    	
 
    	
3075
    	
 
    	
3076
    	
 
    	
3080
    	
 
    	
3081
    
	
3082
    	
 
    	
3083
    	
 
    	
3084
    	
 
    	
3089
    	
 
    	
3092
    	
 
    	
3093
    	
 
    	
3094
    
	
3095
    	
 
    	
3096
    	
 
    	
3097
    	
 
    	
3098
    	
 
    	
3099
    	
 
    	
3100
    	
 
    	
3101
    
	
3102
    	
 
    	
3104
    	
 
    	
3105R1
    	
 
    	
3105R3
    	
 
    	
3108
    	
 
    	
3109
    	
 
    	
3111
    
	
3112
    	
 
    	
3114
    	
 
    	
3115
    	
 
    	
3117
    	
 
    	
3118
    	
 
    	
3119
    	
 
    	
3120
    
	
3124
    	
 
    	
3124R1
    	
 
    	
3126R1
    	
 
    	
3127
    	
 
    	
3129
    	
 
    	
3130
    	
 
    	
3132
    
	
3133
    	
 
    	
3134
    	
 
    	
3135
    	
 
    	
3137
    	
 
    	
3138
    	
 
    	
3139
    	
 
    	
3140
    
	
3141
    	
 
    	
3142
    	
 
    	
3143
    	
 
    	
3148
    	
 
    	
3149
    	
 
    	
3150
    	
 
    	
3151
    
	
3152
    	
 
    	
3153
    	
 
    	
3154
    	
 
    	
3155
    	
 
    	
3156
    	
 
    	
3157
    	
 
    	
3158
    
	
3159
    	
 
    	
3160
    	
 
    	
3166
    	
 
    	
3170
    	
 
    	
3172
    	
 
    	
3173R3
    	
 
    	
3175
    
	
3176
    	
 
    	
3180
    	
 
    	
3181
    	
 
    	
3182
    	
 
    	
3183
    	
 
    	
3184
    	
 
    	
3185
    
	
3186
    	
 
    	
3187
    	
 
    	
3188
    	
 
    	
3188R1
    	
 
    	
3189
    	
 
    	
3190
    	
 
    	
3191
    
	
3195
    	
 
    	
3196
    	
 
    	
3198R1
    	
 
    	
3198R2
    	
 
    	
3202
    	
 
    	
3203
    	
 
    	
3204
    
	
3205
    	
 
    	
3206
    	
 
    	
3208
    	
 
    	
3209
    	
 
    	
3210
    	
 
    	
3211
    	
 
    	
3212
    
	
3216
    	
 
    	
3218
    	
 
    	
3219
    	
 
    	
3221
    	
 
    	
3223
    	
 
    	
3225
    	
 
    	
3227
    
	
3228
    	
 
    	
3229
    	
 
    	
3231
    	
 
    	
3232
    	
 
    	
3233
    	
 
    	
3236
    	
 
    	
3237
    
	
3238
    	
 
    	
3239
    	
 
    	
3240
    	
 
    	
3241
    	
 
    	
3242
    	
 
    	
3243
    	
 
    	
3244
    
	
3245
    	
 
    	
3246
    	
 
    	
3248
    	
 
    	
3249
    	
 
    	
3250
    	
 
    	
3251
    	
 
    	
3252
    
	
3253
    	
 
    	
3254
    	
 
    	
3255
    	
 
    	
3256
    	
 
    	
3257
    	
 
    	
3258
    	
 
    	
3260
    
	
3261
    	
 
    	
3262
    	
 
    	
3263
    	
 
    	
3265
    	
 
    	
3267
    	
 
    	
3268
    	
 
    	
3269
    
	
3272
    	
 
    	
3273
    	
 
    	
3274
    	
 
    	
3277
    	
 
    	
3278
    	
 
    	
3279
    	
 
    	
3280
    
	
3281
    	
 
    	
3282
    	
 
    	
3283
    	
 
    	
3284
    	
 
    	
3285
    	
 
    	
3286
    	
 
    	
3287
    
	
3288
    	
 
    	
3299
    	
 
    	
3290
    	
 
    	
3291
    	
 
    	
3292
    	
 
    	
3294
    	
 
    	
3295
    
	
3296
    	
 
    	
3297
    	
 
    	
3300
    	
 
    	
3302
    	
 
    	
3305
    	
 
    	
3308
    	
 
    	
3309
    


 

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 8

 

	
3310
    	
 
    	
3313
    	
 
    	
3318
    	
 
    	
3319
    	
 
    	
3321
    	
 
    	
3322
    	
 
    	
3323
    
	
3324
    	
 
    	
3325
    	
 
    	
3326
    	
 
    	
3327
    	
 
    	
3328
    	
 
    	
3329
    	
 
    	
3330
    
	
3331
    	
 
    	
3337
    	
 
    	
3337R1
    	
 
    	
3338
    	
 
    	
3339
    	
 
    	
3340
    	
 
    	
3341
    
	
3342
    	
 
    	
3343
    	
 
    	
3344
    	
 
    	
3345
    	
 
    	
3346
    	
 
    	
3347
    	
 
    	
3348
    
	
3349
    	
 
    	
3350
    	
 
    	
3351
    	
 
    	
3352
    	
 
    	
3353
    	
 
    	
3354
    	
 
    	
3355
    
	
3356
    	
 
    	
3357
    	
 
    	
3358
    	
 
    	
3359
    	
 
    	
3359R1
    	
 
    	
3360
    	
 
    	
3360R1
    
	
3361
    	
 
    	
3362
    	
 
    	
3362
    	
 
    	
3363
    	
 
    	
3363R1
    	
 
    	
3364
    	
 
    	
3365
    
	
3366
    	
 
    	
3367
    	
 
    	
3368
    	
 
    	
3369R1
    	
 
    	
3369R2
    	
 
    	
3370
    	
 
    	
3371
    
	
3372
    	
 
    	
3373
    	
 
    	
3374
    	
 
    	
3375
    	
 
    	
3375R1
    	
 
    	
3376
    	
 
    	
3377
    
	
3378
    	
 
    	
3379
    	
 
    	
3380
    	
 
    	
3382
    	
 
    	
3383
    	
 
    	
3385
    	
 
    	
3387
    


 

Amendment 7 incorporates - continued:

 

	
3388
    	
 
    	
3388R1
    	
 
    	
3389
    	
 
    	
3390
    	
 
    	
3391
    	
 
    	
3392
    	
 
    	
3395
    
	
3397
    	
 
    	
3398
    	
 
    	
3390
    	
 
    	
3391
    	
 
    	
3392
    	
 
    	
3395
    	
 
    	
3397
    
	
3398
    	
 
    	
3399
    	
 
    	
3400
    	
 
    	
3401
    	
 
    	
3402
    	
 
    	
3403
    	
 
    	
3405
    
	
3406
    	
 
    	
3408
    	
 
    	
3409
    	
 
    	
3410
    	
 
    	
3411
    	
 
    	
3412
    	
 
    	
3414
    
	
3415
    	
 
    	
3416
    	
 
    	
3417
    	
 
    	
3418
    	
 
    	
3419
    	
 
    	
3420R1
    	
 
    	
3421
    
	
3422
    	
 
    	
3423
    	
 
    	
3427
    	
 
    	
3428
    	
 
    	
3429
    	
 
    	
3430
    	
 
    	
3431
    
	
3432
    	
 
    	
3433
    	
 
    	
3434
    	
 
    	
3435
    	
 
    	
3436
    	
 
    	
3437
    	
 
    	
3438
    
	
3438R1
    	
 
    	
3439
    	
 
    	
3440
    	
 
    	
3441
    	
 
    	
3442
    	
 
    	
3443
    	
 
    	
3444
    
	
3445
    	
 
    	
3446
    	
 
    	
3447
    	
 
    	
3448
    	
 
    	
3449
    	
 
    	
3450
    	
 
    	
3451
    
	
3452
    	
 
    	
3453
    	
 
    	
3454
    	
 
    	
3455
    	
 
    	
3456
    	
 
    	
3457
    	
 
    	
3458
    
	
3459
    	
 
    	
3460
    	
 
    	
3461
    	
 
    	
3462
    	
 
    	
3463
    	
 
    	
3464
    	
 
    	
3465
    
	
3466
    	
 
    	
3467
    	
 
    	
3468
    	
 
    	
3469
    	
 
    	
3469R1
    	
 
    	
3470
    	
 
    	
3471
    
	
3472
    	
 
    	
3473
    	
 
    	
3474
    	
 
    	
3475
    	
 
    	
3479
    	
 
    	
3480
    	
 
    	
3481
    
	
3483
    	
 
    	
3484
    	
 
    	
3485
    	
 
    	
3486
    	
 
    	
3487
    	
 
    	
3488
    	
 
    	
3489
    
	
3490
    	
 
    	
3492
    	
 
    	
3496
    	
 
    	
3497
    	
 
    	
3498
    	
 
    	
3499
    	
 
    	
3500
    
	
3501
    	
 
    	
3502
    	
 
    	
3503
    	
 
    	
3504
    	
 
    	
3505
    	
 
    	
3508
    	
 
    	
3509R1
    


 

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 8

 

	
3510
    	
 
    	
3511
    	
 
    	
3512
    	
 
    	
3513
    	
 
    	
3513R1
    	
 
    	
3514
    	
 
    	
3516
    
	
3517
    	
 
    	
3518
    	
 
    	
3519
    	
 
    	
3620
    	
 
    	
3521
    	
 
    	
3522
    	
 
    	
3523
    
	
3524
    	
 
    	
3526
    	
 
    	
3526
    	
 
    	
3527
    	
 
    	
3527R1
    	
 
    	
3528
    	
 
    	
3531
    
	
3532
    	
 
    	
3533
    	
 
    	
3534
    	
 
    	
3534R1
    	
 
    	
3535
    	
 
    	
3536
    	
 
    	
3537
    
	
3538
    	
 
    	
3539
    	
 
    	
3540
    	
 
    	
3540R1
    	
 
    	
3541
    	
 
    	
3542
    	
 
    	
3543
    
	
3544
    	
 
    	
3545
    	
 
    	
3547
    	
 
    	
3548
    	
 
    	
3549
    	
 
    	
3550
    	
 
    	
3551
    
	
3552
    	
 
    	
3553
    	
 
    	
3553R1
    	
 
    	
3554
    	
 
    	
3555
    	
 
    	
3556
    	
 
    	
3557
    
	
3558
    	
 
    	
3559
    	
 
    	
3560
    	
 
    	
3561
    	
 
    	
3562
    	
 
    	
3564
    	
 
    	
3565
    
	
3566
    	
 
    	
3567
    	
 
    	
3568
    	
 
    	
3569
    	
 
    	
3570
    	
 
    	
3571
    	
 
    	
3572
    
	
3573
    	
 
    	
3574
    	
 
    	
3575
    	
 
    	
3576
    	
 
    	
3577
    	
 
    	
3578
    	
 
    	
3580
    
	
3582
    	
 
    	
3584
    	
 
    	
3587
    	
 
    	
3588
    	
 
    	
3589
    	
 
    	
3590
    	
 
    	
3591
    
	
3595
    	
 
    	
3596
    	
 
    	
3597
    	
 
    	
3599
    	
 
    	
3600
    	
 
    	
3601
    	
 
    	
3602
    
	
3604
    	
 
    	
3605
    	
 
    	
3606
    	
 
    	
3607
    	
 
    	
3609
    	
 
    	
3610
    	
 
    	
3611
    
	
3613   RevA
    	
 
    	
3614
    	
 
    	
3615
    	
 
    	
3616
    	
 
    	
3619
    	
 
    	
3620
    	
 
    	
3621
    
	
3623
    	
 
    	
3624
    	
 
    	
3626
    	
 
    	
3627
    	
 
    	
3628
    	
 
    	
3629
    	
 
    	
3630
    
	
3631
    	
 
    	
3632
    	
 
    	
3633
    	
 
    	
3634
    	
 
    	
3635
    	
 
    	
3637
    	
 
    	
3638
    
	
3642
    	
 
    	
3643
    	
 
    	
3644
    	
 
    	
3645
    	
 
    	
3647
    	
 
    	
3648
    	
 
    	
3649
    
	
3650
    	
 
    	
3651
    	
 
    	
3652
    	
 
    	
3653
    	
 
    	
3664
    	
 
    	
3655
    	
 
    	
3656
    
	
3657
    	
 
    	
3658
    	
 
    	
3669
    	
 
    	
3661
    	
 
    	
3662
    	
 
    	
3663
    	
 
    	
3664
    
	
3665
    	
 
    	
3666
    	
 
    	
3667
    	
 
    	
3668
    	
 
    	
3669
    	
 
    	
3670
    	
 
    	
3671
    
	
3672
    	
 
    	
3673
    	
 
    	
3674
    	
 
    	
3675
    	
 
    	
3676
    	
 
    	
3677
    	
 
    	
3678
    
	
3679
    	
 
    	
3680
    	
 
    	
3681
    	
 
    	
3682
    	
 
    	
3683
    	
 
    	
3684
    	
 
    	
3685
    
	
3686
    	
 
    	
3687
    	
 
    	
3688
    	
 
    	
3689
    	
 
    	
3690
    	
 
    	
3691
    	
 
    	
3692
    
	
3693
    	
 
    	
3694
    	
 
    	
3695
    	
 
    	
3696
    	
 
    	
3697
    	
 
    	
3698
    	
 
    	
3699
    
	
3700
    	
 
    	
3701
    	
 
    	
3702
    	
 
    	
3703
    	
 
    	
3704
    	
 
    	
3705
    	
 
    	
3706
    
	
3707
    	
 
    	
3708
    	
 
    	
3709
    	
 
    	
3710
    	
 
    	
3711
    	
 
    	
3712
    	
 
    	
3713
    


 

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 8

 

	
3714
    	
 
    	
3714R1
    	
 
    	
3715
    	
 
    	
3716
    	
 
    	
3717
    	
 
    	
3719
    	
 
    	
3720
    
	
3721
    	
 
    	
3722
    	
 
    	
3723
    	
 
    	
3724
    	
 
    	
3725
    	
 
    	
3726
    	
 
    	
3727
    
	
3728
    	
 
    	
3729
    	
 
    	
3730
    	
 
    	
3731
    	
 
    	
3732
    	
 
    	
3733
    	
 
    	
3734
    


 

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 8

 

Amendment 7 incorporates - continued:

 

	
3735
    	
 
    	
3736
    	
 
    	
3737
    	
 
    	
3738
    	
 
    	
3739
    	
 
    	
3740
    	
 
    	
3741R1
    
	
3743
    	
 
    	
3744
    	
 
    	
3745
    	
 
    	
3746
    	
 
    	
3757
    	
 
    	
3748
    	
 
    	
3749
    
	
3750
    	
 
    	
3751
    	
 
    	
3752
    	
 
    	
3753
    	
 
    	
3754
    	
 
    	
3755
    	
 
    	
3756
    
	
3757
    	
 
    	
3758
    	
 
    	
3759
    	
 
    	
3760
    	
 
    	
3762
    	
 
    	
3763
    	
 
    	
3765
    
	
3766
    	
 
    	
3767
    	
 
    	
3768
    	
 
    	
3769
    	
 
    	
3770
    	
 
    	
3771
    	
 
    	
3772
    
	
3773
    	
 
    	
3774
    	
 
    	
3775
    	
 
    	
3776
    	
 
    	
3778
    	
 
    	
3779
    	
 
    	
3783
    
	
3784
    	
 
    	
3785
    	
 
    	
3786
    	
 
    	
3787
    	
 
    	
3788
    	
 
    	
3789
    	
 
    	
3790
    
	
3791
    	
 
    	
3792
    	
 
    	
3793
    	
 
    	
3794
    	
 
    	
3795
    	
 
    	
3797
    	
 
    	
3798
    
	
3800
    	
 
    	
3802
    	
 
    	
3803
    	
 
    	
3804
    	
 
    	
3805
    	
 
    	
3806
    	
 
    	
3807
    
	
3808
    	
 
    	
3809
    	
 
    	
3810
    	
 
    	
3811
    	
 
    	
3812
    	
 
    	
3813
    	
 
    	
3814
    
	
3815
    	
 
    	
3816
    	
 
    	
3817
    	
 
    	
3818
    	
 
    	
3819
    	
 
    	
3820
    	
 
    	
3821
    
	
3822
    	
 
    	
3823
    	
 
    	
3824
    	
 
    	
3825
    	
 
    	
3826
    	
 
    	
3827
    	
 
    	
3828
    
	
3829
    	
 
    	
3830
    	
 
    	
3831
    	
 
    	
3832
    	
 
    	
3833
    	
 
    	
3834
    	
 
    	
3836
    
	
3837
    	
 
    	
3838
    	
 
    	
3839
    	
 
    	
3841
    	
 
    	
3842
    	
 
    	
3843
    	
 
    	
3844
    
	
3847
    	
 
    	
3848
    	
 
    	
3850
    	
 
    	
3851
    	
 
    	
3852
    	
 
    	
3853
    	
 
    	
3854
    
	
3855
    	
 
    	
3856
    	
 
    	
3857
    	
 
    	
3860
    	
 
    	
3861
    	
 
    	
3861R1
    	
 
    	
3862
    
	
3863
    	
 
    	
3864
    	
 
    	
3865
    	
 
    	
3866
    	
 
    	
3869
    	
 
    	
3870
    	
 
    	
3871
    
	
3871R1
    	
 
    	
3873
    	
 
    	
3874
    	
 
    	
3875
    	
 
    	
3876
    	
 
    	
3877
    	
 
    	
3878
    
	
3879
    	
 
    	
3880
    	
 
    	
3881
    	
 
    	
3882
    	
 
    	
3883
    	
 
    	
3884
    	
 
    	
3885
    
	
3886
    	
 
    	
3887
    	
 
    	
3889
    	
 
    	
3890
    	
 
    	
3893
    	
 
    	
3894
    	
 
    	
3895
    
	
3896
    	
 
    	
3897
    	
 
    	
3898
    	
 
    	
3898R1
    	
 
    	
3899
    	
 
    	
3900
    	
 
    	
3901
    
	
3902
    	
 
    	
3903
    	
 
    	
3904
    	
 
    	
3905
    	
 
    	
3906
    	
 
    	
3907
    	
 
    	
3908
    
	
3909
    	
 
    	
3910
    	
 
    	
3911
    	
 
    	
3912
    	
 
    	
3913
    	
 
    	
3914
    	
 
    	
3915
    
	
3916
    	
 
    	
3917
    	
 
    	
3918
    	
 
    	
3919
    	
 
    	
3920
    	
 
    	
3921
    	
 
    	
3922
    
	
3923
    	
 
    	
3924
    	
 
    	
3925
    	
 
    	
3926
    	
 
    	
3927
    	
 
    	
3928
    	
 
    	
3929
    
	
3931
    	
 
    	
3932
    	
 
    	
3934
    	
 
    	
3935
    	
 
    	
3936
    	
 
    	
3937
    	
 
    	
3938
    


 

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 8

 

	
3939
    	
 
    	
3940
    	
 
    	
3941
    	
 
    	
3942
    	
 
    	
3943
    	
 
    	
3944
    	
 
    	
3945
    
	
3946
    	
 
    	
3947
    	
 
    	
3948
    	
 
    	
3949
    	
 
    	
3950
    	
 
    	
3951
    	
 
    	
3952
    
	
3953
    	
 
    	
3954
    	
 
    	
3955
    	
 
    	
3956
    	
 
    	
3957
    	
 
    	
3958
    	
 
    	
3959
    
	
3960
    	
 
    	
3961
    	
 
    	
3962
    	
 
    	
3963
    	
 
    	
3964
    	
 
    	
3965
    	
 
    	
3966
    
	
3967
    	
 
    	
3968
    	
 
    	
3969
    	
 
    	
3970
    	
 
    	
3971
    	
 
    	
3972
    	
 
    	
3973
    
	
3974
    	
 
    	
3975
    	
 
    	
3976
    	
 
    	
3977
    	
 
    	
3978
    	
 
    	
3979
    	
 
    	
3980
    
	
3981
    	
 
    	
3982
    	
 
    	
3983
    	
 
    	
3984
    	
 
    	
3985
    	
 
    	
3986
    	
 
    	
3987
    
	
3988
    	
 
    	
3989
    	
 
    	
3990
    	
 
    	
3991
    	
 
    	
3992
    	
 
    	
3993
    	
 
    	
3994
    
	
3995
    	
 
    	
3996
    	
 
    	
3997
    	
 
    	
3998
    	
 
    	
3999
    	
 
    	
4000
    	
 
    	
4001
    
	
4002
    	
 
    	
4003
    	
 
    	
4004
    	
 
    	
4005
    	
 
    	
4006
    	
 
    	
4007
    	
 
    	
4008
    
	
4009
    	
 
    	
4010
    	
 
    	
4011
    	
 
    	
4012
    	
 
    	
4013
    	
 
    	
4014
    	
 
    	
4015
    
	
4016
    	
 
    	
4017
    	
 
    	
4018
    	
 
    	
4019
    	
 
    	
4020
    	
 
    	
4021
    	
 
    	
4022
    
	
4023
    	
 
    	
4024
    	
 
    	
4025
    	
 
    	
4026
    	
 
    	
4027
    	
 
    	
4028
    	
 
    	
4029
    
	
4031
    	
 
    	
4032
    	
 
    	
4034
    	
 
    	
4035
    	
 
    	
4036
    	
 
    	
4037
    	
 
    	
4038
    
	
4039
    	
 
    	
4040
    	
 
    	
4040R1
    	
 
    	
4042
    	
 
    	
4043
    	
 
    	
4044
    	
 
    	
4045
    
	
4046
    	
 
    	
4047
    	
 
    	
4048
    	
 
    	
4050
    	
 
    	
4051
    	
 
    	
4052
    	
 
    	
4053
    
	
4054
    	
 
    	
4055
    	
 
    	
4056
    	
 
    	
4057
    	
 
    	
4058
    	
 
    	
4059
    	
 
    	
4060
    
	
4061
    	
 
    	
4062
    	
 
    	
4063
    	
 
    	
4064
    	
 
    	
4065
    	
 
    	
4066
    	
 
    	
4067
    
	
4068
    	
 
    	
4069
    	
 
    	
4070
    	
 
    	
4071
    	
 
    	
4072
    	
 
    	
4073
    	
 
    	
4074
    


 

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 8

 

Amendment 7 incorporates - continued:

 

	
4075
    	
 
    	
4076
    	
 
    	
4077
    	
 
    	
4078
    	
 
    	
4079
    	
 
    	
4080
    	
 
    	
4081
    
	
4082
    	
 
    	
4083
    	
 
    	
4084
    	
 
    	
4085
    	
 
    	
4089
    	
 
    	
4090
    	
 
    	
4091
    
	
4092
    	
 
    	
4094
    	
 
    	
4095
    	
 
    	
4096
    	
 
    	
4097
    	
 
    	
4098
    	
 
    	
4099
    
	
4100
    	
 
    	
4101
    	
 
    	
4102
    	
 
    	
4102R1
    	
 
    	
4104
    	
 
    	
4105
    	
 
    	
4107RevA
    
	
4108
    	
 
    	
4109
    	
 
    	
4110
    	
 
    	
4111
    	
 
    	
4112
    	
 
    	
4113
    	
 
    	
4114
    
	
4115
    	
 
    	
4116
    	
 
    	
4117
    	
 
    	
4119
    	
 
    	
4120
    	
 
    	
4121
    	
 
    	
4125
    
	
4126
    	
 
    	
4127
    	
 
    	
4128
    	
 
    	
4129
    	
 
    	
4130
    	
 
    	
4131
    	
 
    	
4132
    
	
4133
    	
 
    	
4134
    	
 
    	
4135
    	
 
    	
4136
    	
 
    	
4137
    	
 
    	
4138
    	
 
    	
4139
    
	
4142
    	
 
    	
4144R1
    	
 
    	
4145
    	
 
    	
4146
    	
 
    	
4147
    	
 
    	
4148
    	
 
    	
4149
    
	
4150
    	
 
    	
4151
    	
 
    	
4152
    	
 
    	
4154
    	
 
    	
4155
    	
 
    	
4156
    	
 
    	
4157
    
	
4159
    	
 
    	
4160
    	
 
    	
4161
    	
 
    	
4162
    	
 
    	
4163
    	
 
    	
4164
    	
 
    	
4166
    
	
4167
    	
 
    	
4168
    	
 
    	
4170
    	
 
    	
4171
    	
 
    	
4172
    	
 
    	
4173
    	
 
    	
4174
    
	
4175
    	
 
    	
4176
    	
 
    	
4177
    	
 
    	
4178
    	
 
    	
4179
    	
 
    	
4181
    	
 
    	
4182
    
	
4183
    	
 
    	
4185
    	
 
    	
4186
    	
 
    	
4187
    	
 
    	
4188
    	
 
    	
4189
    	
 
    	
4190
    
	
4191
    	
 
    	
4192
    	
 
    	
4193
    	
 
    	
4194
    	
 
    	
4195
    	
 
    	
4196
    	
 
    	
4197
    
	
4198
    	
 
    	
4199
    	
 
    	
4200
    	
 
    	
4201
    	
 
    	
4202
    	
 
    	
4203
    	
 
    	
4204
    
	
4205
    	
 
    	
4206
    	
 
    	
4207
    	
 
    	
4208
    	
 
    	
4209
    	
 
    	
4210
    	
 
    	
4211
    
	
4212
    	
 
    	
4213
    	
 
    	
4214
    	
 
    	
4215
    	
 
    	
4219
    	
 
    	
4220
    	
 
    	
4222
    
	
4223
    	
 
    	
4224
    	
 
    	
4225
    	
 
    	
4226
    	
 
    	
4227
    	
 
    	
4228
    	
 
    	
4229
    
	
4230
    	
 
    	
4231R1
    	
 
    	
4232
    	
 
    	
4233
    	
 
    	
4234
    	
 
    	
4235
    	
 
    	
4236
    
	
4237
    	
 
    	
4238
    	
 
    	
4239
    	
 
    	
4240
    	
 
    	
4241
    	
 
    	
4242
    	
 
    	
4243
    
	
4244
    	
 
    	
4246
    	
 
    	
4247
    	
 
    	
4248
    	
 
    	
4249
    	
 
    	
4250
    	
 
    	
4251
    
	
4252
    	
 
    	
4253
    	
 
    	
4254
    	
 
    	
4255
    	
 
    	
4257
    	
 
    	
4258
    	
 
    	
4259
    
	
4260
    	
 
    	
4261
    	
 
    	
4262
    	
 
    	
4264
    	
 
    	
4265
    	
 
    	
4266
    	
 
    	
4267
    
	
4269
    	
 
    	
4272
    	
 
    	
4273
    	
 
    	
4274
    	
 
    	
4275
    	
 
    	
4277
    	
 
    	
4278
    
	
4280
    	
 
    	
4281
    	
 
    	
4282
    	
 
    	
4283
    	
 
    	
4284
    	
 
    	
4285
    	
 
    	
4286
    


 

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 8

 

	
4287
    	
 
    	
4288
    	
 
    	
4288R1
    	
 
    	
4289
    	
 
    	
4291
    	
 
    	
4292
    	
 
    	
4293
    
	
4294
    	
 
    	
4295
    	
 
    	
4296
    	
 
    	
4296R1
    	
 
    	
4298
    	
 
    	
4299
    	
 
    	
4300
    
	
4301
    	
 
    	
4302
    	
 
    	
4303
    	
 
    	
4304
    	
 
    	
4305
    	
 
    	
4306
    	
 
    	
4308
    
	
4309
    	
 
    	
4313
    	
 
    	
4314
    	
 
    	
4315
    	
 
    	
4316
    	
 
    	
4318
    	
 
    	
4319
    
	
4319R1
    	
 
    	
4320
    	
 
    	
4323
    	
 
    	
4324
    	
 
    	
4325
    	
 
    	
4325R1
    	
 
    	
4326
    
	
4327
    	
 
    	
4328
    	
 
    	
4329
    	
 
    	
4330
    	
 
    	
4331
    	
 
    	
4332
    	
 
    	
4333
    
	
4334
    	
 
    	
4335
    	
 
    	
4336
    	
 
    	
4337
    	
 
    	
4338
    	
 
    	
4339
    	
 
    	
4341
    
	
4342
    	
 
    	
4343
    	
 
    	
4344
    	
 
    	
4345
    	
 
    	
4346
    	
 
    	
4347
    	
 
    	
4350
    
	
4351
    	
 
    	
43524353
    	
 
    	
4354
    	
 
    	
4356
    	
 
    	
4357
    	
 
    	
4358
    	
 
    	
4359
    
	
4360
    	
 
    	
4361
    	
 
    	
4363
    	
 
    	
4365
    	
 
    	
4366
    	
 
    	
4388
    	
 
    	
4370
    
	
4371
    	
 
    	
4372
    	
 
    	
4374
    	
 
    	
4375
    	
 
    	
4376
    	
 
    	
4377
    	
 
    	
4378
    
	
4379
    	
 
    	
4380
    	
 
    	
4381
    	
 
    	
4382
    	
 
    	
4383
    	
 
    	
4384
    	
 
    	
4385
    
	
4386
    	
 
    	
4387
    	
 
    	
4388
    	
 
    	
4389
    	
 
    	
4390
    	
 
    	
4391
    	
 
    	
4392
    
	
4393
    	
 
    	
4394
    	
 
    	
4395
    	
 
    	
4396
    	
 
    	
4397
    	
 
    	
4398
    	
 
    	
4398R1
    
	
4399
    	
 
    	
4400
    	
 
    	
4402
    	
 
    	
4405
    	
 
    	
4406
    	
 
    	
4407
    	
 
    	
4408
    
	
4409
    	
 
    	
4410
    	
 
    	
4411
    	
 
    	
4412
    	
 
    	
4413
    	
 
    	
4414
    	
 
    	
4415
    
	
4416
    	
 
    	
4417
    	
 
    	
4419
    	
 
    	
4420
    	
 
    	
4422
    	
 
    	
4423
    	
 
    	
4423R1
    
	
4424
    	
 
    	
4424R1
    	
 
    	
4425
    	
 
    	
4425R1
    	
 
    	
4426
    	
 
    	
4426R1
    	
 
    	
4427
    
	
4428
    	
 
    	
4429
    	
 
    	
4430
    	
 
    	
4431
    	
 
    	
4432
    	
 
    	
4433
    	
 
    	
4434
    
	
4435
    	
 
    	
4436
    	
 
    	
4437
    	
 
    	
4438
    	
 
    	
4439
    	
 
    	
4440
    	
 
    	
4441
    
	
4442
    	
 
    	
4443
    	
 
    	
4448
    	
 
    	
4449
    	
 
    	
4452
    	
 
    	
4453
    	
 
    	
4454
    


 

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 8

 

Amendment 7 incorporates - continued:

 

	
4457
    	
 
    	
4458
    	
 
    	
4461
    	
 
    	
4462
    	
 
    	
4463
    	
 
    	
4464
    	
 
    	
4465
    
	
4470
    	
 
    	
4471
    	
 
    	
4472
    	
 
    	
4473
    	
 
    	
4474
    	
 
    	
4475
    	
 
    	
4476
    
	
4477
    	
 
    	
4477R1
    	
 
    	
4478
    	
 
    	
4479
    	
 
    	
4480
    	
 
    	
4485
    	
 
    	
4486
    
	
4487
    	
 
    	
4488
    	
 
    	
4489
    	
 
    	
4490
    	
 
    	
4491
    	
 
    	
4494
    	
 
    	
4500
    
	
4501
    	
 
    	
4503
    	
 
    	
4504
    	
 
    	
4507
    	
 
    	
4508
    	
 
    	
4510
    	
 
    	
4511
    
	
4512
    	
 
    	
4513
    	
 
    	
4518
    	
 
    	
4520
    	
 
    	
4521
    	
 
    	
4522
    	
 
    	
4523
    
	
4524
    	
 
    	
4527
    	
 
    	
4528
    	
 
    	
4529
    	
 
    	
4531
    	
 
    	
4532
    	
 
    	
4533
    
	
4535
    	
 
    	
4536
    	
 
    	
4537
    	
 
    	
4538
    	
 
    	
4539
    	
 
    	
4540
    	
 
    	
4540
    
	
4542
    	
 
    	
4543
    	
 
    	
4544
    	
 
    	
4545
    	
 
    	
4546
    	
 
    	
4547
    	
 
    	
4548
    
	
4556
    	
 
    	
4557
    	
 
    	
4558
    	
 
    	
4559
    	
 
    	
4560
    	
 
    	
4562
    	
 
    	
4563
    
	
4564
    	
 
    	
4565
    	
 
    	
45666
    	
 
    	
4567
    	
 
    	
4574
    	
 
    	
4575
    	
 
    	
4576
    
	
4577
    	
 
    	
4578
    	
 
    	
4586
    	
 
    	
4587
    	
 
    	
4588
    	
 
    	
4589
    	
 
    	
4590
    
	
4591
    	
 
    	
4592
    	
 
    	
4593
    	
 
    	
4594
    	
 
    	
4595
    	
 
    	
4596
    	
 
    	
4597
    
	
4598
    	
 
    	
4599
    	
 
    	
4601
    	
 
    	
4606
    	
 
    	
4607
    	
 
    	
4611
    	
 
    	
4612
    
	
4613
    	
 
    	
4614
    	
 
    	
4615
    	
 
    	
4616
    	
 
    	
4617
    	
 
    	
4618
    	
 
    	
4619
    
	
4621
    	
 
    	
4622
    	
 
    	
4623
    	
 
    	
4624
    	
 
    	
4625
    	
 
    	
4626
    	
 
    	
4627
    
	
4628
    	
 
    	
4630
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

Amendment 8 incorporates

 

	
2580 R3
    	
 
    	
2805 R1
    	
 
    	
3105
    	
 
    	
3123
    	
 
    	
3126 R1
    	
 
    	
3136
    	
 
    	
3163
    
	
3164
    	
 
    	
3171
    	
 
    	
3178
    	
 
    	
3179
    	
 
    	
3192
    	
 
    	
3193
    	
 
    	
3194
    
	
3199
    	
 
    	
3200
    	
 
    	
3207
    	
 
    	
3215
    	
 
    	
3217
    	
 
    	
3220
    	
 
    	
3222
    
	
3230
    	
 
    	
3234
    	
 
    	
3247
    	
 
    	
3299
    	
 
    	
3336
    	
 
    	
3363 R2
    	
 
    	
3363 R3
    
	
3393
    	
 
    	
3394
    	
 
    	
3396
    	
 
    	
3396 R1
    	
 
    	
3413
    	
 
    	
3476
    	
 
    	
3477
    
	
3478
    	
 
    	
3504 R1
    	
 
    	
3505 R1
    	
 
    	
3504 R2
    	
 
    	
3506 R1
    	
 
    	
3507
    	
 
    	
3509
    
	
3581
    	
 
    	
3583
    	
 
    	
3592
    	
 
    	
3625
    	
 
    	
3639
    	
 
    	
3639 R1
    	
 
    	
3640
    
	
3641
    	
 
    	
3646
    	
 
    	
3761
    	
 
    	
3796
    	
 
    	
3840
    	
 
    	
3845
    	
 
    	
3849
    
	
3865 R1
    	
 
    	
3868
    	
 
    	
3871 R2
    	
 
    	
3872
    	
 
    	
3891
    	
 
    	
3892
    	
 
    	
3930
    
	
4038 R1
    	
 
    	
4049
    	
 
    	
4086
    	
 
    	
4087
    	
 
    	
4093
    	
 
    	
4103
    	
 
    	
4106
    
	
4122
    	
 
    	
4123
    	
 
    	
4124
    	
 
    	
4140
    	
 
    	
4153
    	
 
    	
4163 R1
    	
 
    	
4163 R2
    
	
4165
    	
 
    	
4169
    	
 
    	
4180
    	
 
    	
4217
    	
 
    	
4218
    	
 
    	
4230 R1
    	
 
    	
4231 R3
    
	
4234 R1
    	
 
    	
4268
    	
 
    	
4270
    	
 
    	
4271
    	
 
    	
4276
    	
 
    	
4290
    	
 
    	
4304 R1
    
	
4305 R1
    	
 
    	
4307
    	
 
    	
4317
    	
 
    	
4340
    	
 
    	
4342 R2
    	
 
    	
4355
    	
 
    	
4359 R1
    
	
4359 R2
    	
 
    	
4362 R1
    	
 
    	
4364
    	
 
    	
4373
    	
 
    	
4396 R1
    	
 
    	
4398 R2
    	
 
    	
4399 R2
    
	
4405
    	
 
    	
4418
    	
 
    	
4444
    	
 
    	
4445
    	
 
    	
4451
    	
 
    	
4459
    	
 
    	
4460
    
	
4462 R1
    	
 
    	
4466
    	
 
    	
4467
    	
 
    	
4468
    	
 
    	
4469
    	
 
    	
4471 R1
    	
 
    	
4477 R1
    
	
4481
    	
 
    	
4482
    	
 
    	
4483
    	
 
    	
4483 R1
    	
 
    	
4484
    	
 
    	
4495
    	
 
    	
4496
    
	
4497
    	
 
    	
4498
    	
 
    	
4499
    	
 
    	
4502
    	
 
    	
4505
    	
 
    	
4506
    	
 
    	
4509
    
	
4509 R1
    	
 
    	
4514
    	
 
    	
4515
    	
 
    	
4516
    	
 
    	
4517
    	
 
    	
4519
    	
 
    	
4525
    
	
4548 RA
    	
 
    	
4548 RB
    	
 
    	
4549
    	
 
    	
4550
    	
 
    	
4551
    	
 
    	
4552
    	
 
    	
4552 R1
    
	
4553
    	
 
    	
4554
    	
 
    	
4555
    	
 
    	
4555 R1
    	
 
    	
4555 R2
    	
 
    	
4556 R1
    	
 
    	
4560 R1
    
	
4561
    	
 
    	
4570
    	
 
    	
4571
    	
 
    	
4572
    	
 
    	
4602
    	
 
    	
4604
    	
 
    	
4605
    
	
4608
    	
 
    	
4609
    	
 
    	
4609 R1
    	
 
    	
4610
    	
 
    	
4617 R1
    	
 
    	
4620
    	
 
    	
4622 R1
    
	
4622 R2
    	
 
    	
4622 R3
    	
 
    	
4629
    	
 
    	
4631
    	
 
    	
4633
    	
 
    	
4635
    	
 
    	
4636
    
	
4637
    	
 
    	
4638
    	
 
    	
4639
    	
 
    	
4640
    	
 
    	
4641
    	
 
    	
4642
    	
 
    	
4643
    
	
4644
    	
 
    	
4645
    	
 
    	
4646
    	
 
    	
4647
    	
 
    	
4648
    	
 
    	
4649
    	
 
    	
4650
    
	
4651
    	
 
    	
4652
    	
 
    	
4653
    	
 
    	
4653 R1
    	
 
    	
4656
    	
 
    	
4657
    	
 
    	
4658
    
	
4659
    	
 
    	
4660
    	
 
    	
4661
    	
 
    	
4662
    	
 
    	
4663
    	
 
    	
4665
    	
 
    	
4666
    
	
4667
    	
 
    	
4668
    	
 
    	
4669
    	
 
    	
4670
    	
 
    	
4672
    	
 
    	
4673
    	
 
    	
4674
    
	
4675
    	
 
    	
4676
    	
 
    	
4677
    	
 
    	
4678
    	
 
    	
4679
    	
 
    	
4680
    	
 
    	
4681
    
	
4682
    	
 
    	
4683
    	
 
    	
4684
    	
 
    	
4685
    	
 
    	
4686
    	
 
    	
4687
    	
 
    	
4688
    
	
4689
    	
 
    	
4690
    	
 
    	
4690 R1
    	
 
    	
4691 R1
    	
 
    	
4692
    	
 
    	
4693
    	
 
    	
4694
    
	
4695
    	
 
    	
4696
    	
 
    	
4697
    	
 
    	
4698
    	
 
    	
4699
    	
 
    	
4700
    	
 
    	
4701
    
	
4702
    	
 
    	
4703
    	
 
    	
4704
    	
 
    	
4705
    	
 
    	
4706
    	
 
    	
4707
    	
 
    	
4708
    
	
4709
    	
 
    	
4710
    	
 
    	
4711
    	
 
    	
4712
    	
 
    	
4713
    	
 
    	
4714
    	
 
    	
4715
    
	
4716
    	
 
    	
4717
    	
 
    	
4719
    	
 
    	
4720
    	
 
    	
4721
    	
 
    	
4722
    	
 
    	
4724
    
	
4725
    	
 
    	
4726
    	
 
    	
4727
    	
 
    	
4728
    	
 
    	
4729
    	
 
    	
4730
    	
 
    	
4731
    
	
4732
    	
 
    	
4733
    	
 
    	
4734
    	
 
    	
4736
    	
 
    	
4737
    	
 
    	
4737 RA
    	
 
    	
4738
    
	
4739
    	
 
    	
4740
    	
 
    	
4741
    	
 
    	
4741 R1
    	
 
    	
4742
    	
 
    	
4743
    	
 
    	
4744
    
	
4745
    	
 
    	
4746
    	
 
    	
4747
    	
 
    	
4750
    	
 
    	
4751
    	
 
    	
4752
    	
 
    	
4754
    
	
4755
    	
 
    	
4756
    	
 
    	
4757
    	
 
    	
4758
    	
 
    	
4760
    	
 
    	
4761
    	
 
    	
4762
    
	
4763
    	
 
    	
4764
    	
 
    	
4765
    	
 
    	
4766 R1
    	
 
    	
4767
    	
 
    	
4768
    	
 
    	
4769
    
	
4770
    	
 
    	
4771
    	
 
    	
4772
    	
 
    	
4773
    	
 
    	
4774
    	
 
    	
4775
    	
 
    	
4776
    
	
4777
    	
 
    	
4778
    	
 
    	
4779
    	
 
    	
4780
    	
 
    	
4781
    	
 
    	
4782
    	
 
    	
4783
    
	
4784
    	
 
    	
4785
    	
 
    	
4786
    	
 
    	
4787
    	
 
    	
4788
    	
 
    	
4789
    	
 
    	
4790
    
	
4793
    	
 
    	
4794
    	
 
    	
4795
    	
 
    	
4796
    	
 
    	
4796 R1
    	
 
    	
4797
    	
 
    	
4799
    
	
4800
    	
 
    	
4801
    	
 
    	
4802
    	
 
    	
4803
    	
 
    	
4804
    	
 
    	
4805
    	
 
    	
4806
    
	
4807
    	
 
    	
4809
    	
 
    	
4810
    	
 
    	
4811
    	
 
    	
4812
    	
 
    	
4813
    	
 
    	
4814
    
	
4815
    	
 
    	
4816
    	
 
    	
4816 RA
    	
 
    	
4817
    	
 
    	
4818
    	
 
    	
4819
    	
 
    	
4820
    
	
4821
    	
 
    	
4822
    	
 
    	
4823
    	
 
    	
4824
    	
 
    	
4825
    	
 
    	
4827
    	
 
    	
4828
    


 

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 8

 

	
4829
    	
 
    	
4829 R1
    	
 
    	
4830
    	
 
    	
4831
    	
 
    	
4832
    	
 
    	
4833
    	
 
    	
4834
    
	
4835
    	
 
    	
4836
    	
 
    	
4837
    	
 
    	
4838
    	
 
    	
4840
    	
 
    	
4841
    	
 
    	
4842
    
	
4843
    	
 
    	
4844
    	
 
    	
4845
    	
 
    	
4846
    	
 
    	
4847
    	
 
    	
4848
    	
 
    	
4849
    
	
4850
    	
 
    	
4850 R1
    	
 
    	
4851
    	
 
    	
4852
    	
 
    	
4853
    	
 
    	
4854
    	
 
    	
4855
    
	
4856
    	
 
    	
4857
    	
 
    	
4858
    	
 
    	
4859
    	
 
    	
4860
    	
 
    	
4861
    	
 
    	
4862 R1
    
	
4863
    	
 
    	
4864
    	
 
    	
4865
    	
 
    	
4866
    	
 
    	
4867
    	
 
    	
4868
    	
 
    	
4869
    
	
4870
    	
 
    	
4871
    	
 
    	
4872
    	
 
    	
4873
    	
 
    	
4874
    	
 
    	
4875
    	
 
    	
4876
    
	
4877
    	
 
    	
4878
    	
 
    	
4879
    	
 
    	
4880
    	
 
    	
4881
    	
 
    	
4882
    	
 
    	
4883
    
	
4884
    	
 
    	
4885
    	
 
    	
4886
    	
 
    	
4887
    	
 
    	
4888
    	
 
    	
4889
    	
 
    	
4890
    
	
4891
    	
 
    	
4892
    	
 
    	
4893
    	
 
    	
4894
    	
 
    	
4895
    	
 
    	
4896
    	
 
    	
4897
    
	
4898
    	
 
    	
4899
    	
 
    	
4900
    	
 
    	
4901
    	
 
    	
4902
    	
 
    	
4903
    	
 
    	
4904
    
	
4905
    	
 
    	
4906
    	
 
    	
4907
    	
 
    	
4908
    	
 
    	
4909
    	
 
    	
4910
    	
 
    	
4911
    
	
4912
    	
 
    	
4913
    	
 
    	
4914
    	
 
    	
4915
    	
 
    	
4916
    	
 
    	
4917
    	
 
    	
4918
    
	
4919
    	
 
    	
4920
    	
 
    	
4921
    	
 
    	
4922
    	
 
    	
4923
    	
 
    	
4925
    	
 
    	
4929
    
	
4930
    	
 
    	
4931 R1
    	
 
    	
4932
    	
 
    	
4933
    	
 
    	
4934
    	
 
    	
4935
    	
 
    	
4936
    
	
4937
    	
 
    	
4938
    	
 
    	
4939
    	
 
    	
4940
    	
 
    	
4941
    	
 
    	
4942
    	
 
    	
4943
    
	
4944
    	
 
    	
4945
    	
 
    	
4946
    	
 
    	
4947
    	
 
    	
4948
    	
 
    	
4949
    	
 
    	
4950
    
	
4951
    	
 
    	
4952
    	
 
    	
4953
    	
 
    	
4954
    	
 
    	
4956
    	
 
    	
4957
    	
 
    	
4958
    
	
4959
    	
 
    	
4960
    	
 
    	
4961
    	
 
    	
4962
    	
 
    	
4963
    	
 
    	
4964
    	
 
    	
4965
    
	
4966
    	
 
    	
4967
    	
 
    	
4968
    	
 
    	
4969
    	
 
    	
4970
    	
 
    	
4971
    	
 
    	
4972
    
	
4973
    	
 
    	
4974
    	
 
    	
4975
    	
 
    	
4976
    	
 
    	
4977
    	
 
    	
4978
    	
 
    	
4979
    
	
4980
    	
 
    	
4981
    	
 
    	
4982
    	
 
    	
4983
    	
 
    	
4984
    	
 
    	
4985
    	
 
    	
4986
    
	
4987
    	
 
    	
4988
    	
 
    	
4989
    	
 
    	
4990
    	
 
    	
4991
    	
 
    	
4992
    	
 
    	
4993
    
	
4994
    	
 
    	
4995
    	
 
    	
4997
    	
 
    	
4998
    	
 
    	
4999
    	
 
    	
5000
    	
 
    	
5001
    
	
5002
    	
 
    	
5003
    	
 
    	
5004
    	
 
    	
5005
    	
 
    	
5006
    	
 
    	
5007
    	
 
    	
5008
    
	
5009
    	
 
    	
5010
    	
 
    	
5011
    	
 
    	
5012
    	
 
    	
5013
    	
 
    	
5014
    	
 
    	
5015
    
	
5016
    	
 
    	
5017
    	
 
    	
5018
    	
 
    	
5019
    	
 
    	
5020
    	
 
    	
5021
    	
 
    	
5022
    
	
5023
    	
 
    	
5024
    	
 
    	
5025
    	
 
    	
5026
    	
 
    	
5027
    	
 
    	
5028
    	
 
    	
5029
    
	
5031
    	
 
    	
5033
    	
 
    	
5034
    	
 
    	
5035
    	
 
    	
5036
    	
 
    	
5037
    	
 
    	
5038
    
	
5039
    	
 
    	
5040
    	
 
    	
5041
    	
 
    	
5042
    	
 
    	
5043
    	
 
    	
5044
    	
 
    	
5045
    
	
5046
    	
 
    	
5046 R1
    	
 
    	
5047
    	
 
    	
5048
    	
 
    	
5049
    	
 
    	
5050
    	
 
    	
5051
    
	
5052
    	
 
    	
5053
    	
 
    	
5054
    	
 
    	
5055
    	
 
    	
5056
    	
 
    	
5059
    	
 
    	
5061
    
	
5062
    	
 
    	
5063
    	
 
    	
5064
    	
 
    	
5065
    	
 
    	
5066
    	
 
    	
5067
    	
 
    	
5074
    
	
5075
    	
 
    	
5076
    	
 
    	
5077
    	
 
    	
5079
    	
 
    	
5085
    	
 
    	
5086
    	
 
    	
5087
    
	
5088
    	
 
    	
5089
    	
 
    	
5090
    	
 
    	
5091
    	
 
    	
5092
    	
 
    	
5093
    	
 
    	
5094
    
	
5095
    	
 
    	
5097
    	
 
    	
5099
    	
 
    	
5100
    	
 
    	
5102
    	
 
    	
5103
    	
 
    	
5104
    
	
5105
    	
 
    	
5106
    	
 
    	
5107
    	
 
    	
5108
    	
 
    	
5109
    	
 
    	
5110
    	
 
    	
5111
    
	
5112
    	
 
    	
5113
    	
 
    	
5115
    	
 
    	
5116
    	
 
    	
5117
    	
 
    	
5118
    	
 
    	
5118 R1
    
	
5119
    	
 
    	
5120
    	
 
    	
5122
    	
 
    	
5123
    	
 
    	
5126
    	
 
    	
5127
    	
 
    	
5130
    
	
5131
    	
 
    	
5132
    	
 
    	
5133
    	
 
    	
5134
    	
 
    	
5135
    	
 
    	
5136
    	
 
    	
5137
    
	
5138
    	
 
    	
5139
    	
 
    	
5140
    	
 
    	
5141
    	
 
    	
5142
    	
 
    	
5143
    	
 
    	
5144 R1
    
	
5145
    	
 
    	
5146
    	
 
    	
5147
    	
 
    	
5148
    	
 
    	
5149
    	
 
    	
5150
    	
 
    	
5150 R1
    
	
5150 R2
    	
 
    	
5156
    	
 
    	
5157
    	
 
    	
5158
    	
 
    	
5159
    	
 
    	
5160
    	
 
    	
5161
    
	
5150 R2
    	
 
    	
5156
    	
 
    	
5157
    	
 
    	
5158
    	
 
    	
5159
    	
 
    	
5160
    	
 
    	
5161
    
	
5162
    	
 
    	
5163
    	
 
    	
5164
    	
 
    	
5165
    	
 
    	
5167
    	
 
    	
5170
    	
 
    	
5172
    
	
5173
    	
 
    	
5174
    	
 
    	
5175
    	
 
    	
5176
    	
 
    	
5177
    	
 
    	
5178
    	
 
    	
5179
    
	
5183
    	
 
    	
5184
    	
 
    	
5185
    	
 
    	
5186
    	
 
    	
5187
    	
 
    	
5188
    	
 
    	
5189
    
	
5190
    	
 
    	
5190 R1
    	
 
    	
5191
    	
 
    	
5192
    	
 
    	
5193
    	
 
    	
5194
    	
 
    	
5195
    
	
5196
    	
 
    	
5197
    	
 
    	
5198
    	
 
    	
5199
    	
 
    	
5200
    	
 
    	
5201
    	
 
    	
5202
    
	
5203
    	
 
    	
5204
    	
 
    	
5205
    	
 
    	
5206
    	
 
    	
5207
    	
 
    	
5208
    	
 
    	
5208 R1
    
	
5209
    	
 
    	
5210
    	
 
    	
5211
    	
 
    	
5212
    	
 
    	
5213
    	
 
    	
5213 R1
    	
 
    	
5214
    
	
5215
    	
 
    	
5216
    	
 
    	
5217
    	
 
    	
5218
    	
 
    	
5219
    	
 
    	
5220
    	
 
    	
5221
    


 

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 8

 

	
5222
    	
 
    	
5223
    	
 
    	
5224
    	
 
    	
5226
    	
 
    	
5227
    	
 
    	
5228
    	
 
    	
5229
    
	
5230
    	
 
    	
5231
    	
 
    	
5233
    	
 
    	
5234
    	
 
    	
5235
    	
 
    	
5236
    	
 
    	
5237
    
	
5239
    	
 
    	
5240
    	
 
    	
5241
    	
 
    	
5242
    	
 
    	
5243
    	
 
    	
5244
    	
 
    	
5245
    
	
5246
    	
 
    	
5247
    	
 
    	
5248
    	
 
    	
5249
    	
 
    	
5250
    	
 
    	
5251
    	
 
    	
5252
    
	
5253
    	
 
    	
5254
    	
 
    	
5255
    	
 
    	
5256
    	
 
    	
5257
    	
 
    	
5258
    	
 
    	
5259
    
	
5260
    	
 
    	
5261
    	
 
    	
5262
    	
 
    	
5263
    	
 
    	
5264
    	
 
    	
5265
    	
 
    	
5266
    
	
5267
    	
 
    	
5268
    	
 
    	
5269
    	
 
    	
5270
    	
 
    	
5271
    	
 
    	
5272
    	
 
    	
5273
    
	
5274
    	
 
    	
5275
    	
 
    	
5277
    	
 
    	
5278
    	
 
    	
5279
    	
 
    	
5280
    	
 
    	
5281
    
	
5282
    	
 
    	
5283
    	
 
    	
5284
    	
 
    	
5285
    	
 
    	
5286
    	
 
    	
5287
    	
 
    	
5288
    
	
5289
    	
 
    	
5290
    	
 
    	
5291
    	
 
    	
5293
    	
 
    	
5294
    	
 
    	
5295
    	
 
    	
5296
    
	
5297
    	
 
    	
5298
    	
 
    	
5299
    	
 
    	
5300
    	
 
    	
5301
    	
 
    	
5302
    	
 
    	
5303
    
	
5304
    	
 
    	
5305
    	
 
    	
5306
    	
 
    	
5307
    	
 
    	
5308
    	
 
    	
5309
    	
 
    	
5310
    
	
5311
    	
 
    	
5312
    	
 
    	
5313
    	
 
    	
5314
    	
 
    	
5315
    	
 
    	
5316
    	
 
    	
5317
    
	
5318
    	
 
    	
5319
    	
 
    	
5320
    	
 
    	
5321
    	
 
    	
5322
    	
 
    	
5323
    	
 
    	
5324
    
	
5325
    	
 
    	
5326
    	
 
    	
5327
    	
 
    	
5328
    	
 
    	
5329
    	
 
    	
5330
    	
 
    	
5331
    
	
5332
    	
 
    	
5333
    	
 
    	
5334
    	
 
    	
5335
    	
 
    	
5336
    	
 
    	
5337
    	
 
    	
5338
    
	
5339
    	
 
    	
5340
    	
 
    	
5341
    	
 
    	
5342
    	
 
    	
5343
    	
 
    	
5344
    	
 
    	
5345
    
	
5346
    	
 
    	
5347
    	
 
    	
5348
    	
 
    	
5349
    	
 
    	
5350
    	
 
    	
5351
    	
 
    	
5353
    
	
5354
    	
 
    	
5355
    	
 
    	
5356
    	
 
    	
5357
    	
 
    	
5358
    	
 
    	
5359
    	
 
    	
5360
    
	
5361
    	
 
    	
5362
    	
 
    	
5363
    	
 
    	
5364
    	
 
    	
5365
    	
 
    	
5366
    	
 
    	
5367
    
	
5368
    	
 
    	
5369
    	
 
    	
5370
    	
 
    	
5371
    	
 
    	
5372
    	
 
    	
5373
    	
 
    	
5374
    
	
5375
    	
 
    	
5376
    	
 
    	
5377
    	
 
    	
5378
    	
 
    	
5379
    	
 
    	
5380
    	
 
    	
5381
    
	
5382
    	
 
    	
5383
    	
 
    	
5384
    	
 
    	
5385
    	
 
    	
5386
    	
 
    	
5387
    	
 
    	
5388
    
	
5389
    	
 
    	
5390
    	
 
    	
5391
    	
 
    	
5392
    	
 
    	
5393
    	
 
    	
5394
    	
 
    	
5395
    
	
5396
    	
 
    	
5397
    	
 
    	
5398
    	
 
    	
5399
    	
 
    	
5400
    	
 
    	
5401
    	
 
    	
5402
    
	
5396
    	
 
    	
5397
    	
 
    	
5398
    	
 
    	
5399
    	
 
    	
5400
    	
 
    	
5401
    	
 
    	
5402
    
	
5402 R1
    	
 
    	
5403
    	
 
    	
5404
    	
 
    	
5405
    	
 
    	
5406
    	
 
    	
5407
    	
 
    	
5409
    
	
5410
    	
 
    	
5411
    	
 
    	
5412
    	
 
    	
5414
    	
 
    	
5415
    	
 
    	
5416
    	
 
    	
5417
    
	
5418
    	
 
    	
5419
    	
 
    	
5420
    	
 
    	
5420 R1
    	
 
    	
5421
    	
 
    	
5422
    	
 
    	
5423
    
	
5424
    	
 
    	
5425
    	
 
    	
5426
    	
 
    	
5427
    	
 
    	
5428
    	
 
    	
5429
    	
 
    	
5430
    
	
5431
    	
 
    	
5432
    	
 
    	
5433
    	
 
    	
5434
    	
 
    	
5435
    	
 
    	
5436
    	
 
    	
5437
    
	
5438
    	
 
    	
5439
    	
 
    	
5441
    	
 
    	
5442
    	
 
    	
5443
    	
 
    	
5444
    	
 
    	
5445
    
	
5446
    	
 
    	
5447
    	
 
    	
5448
    	
 
    	
5449
    	
 
    	
5449 R1
    	
 
    	
5450
    	
 
    	
5451
    
	
5452
    	
 
    	
5453
    	
 
    	
5454
    	
 
    	
5455
    	
 
    	
5456
    	
 
    	
5457
    	
 
    	
5458
    
	
5459
    	
 
    	
5461
    	
 
    	
5462
    	
 
    	
5463
    	
 
    	
5464
    	
 
    	
5465
    	
 
    	
5466
    
	
5467
    	
 
    	
5468
    	
 
    	
5469
    	
 
    	
5470
    	
 
    	
5471
    	
 
    	
5472
    	
 
    	
5473
    
	
5474
    	
 
    	
5475
    	
 
    	
5478
    	
 
    	
5479
    	
 
    	
5480
    	
 
    	
5482
    	
 
    	
5483
    
	
5484
    	
 
    	
5485
    	
 
    	
5486
    	
 
    	
5487
    	
 
    	
5488
    	
 
    	
5489
    	
 
    	
5490
    
	
5491
    	
 
    	
5492
    	
 
    	
5493
    	
 
    	
5494
    	
 
    	
5495
    	
 
    	
5496
    	
 
    	
5497
    
	
5498
    	
 
    	
5499
    	
 
    	
5500
    	
 
    	
5501
    	
 
    	
5503
    	
 
    	
5504
    	
 
    	
5505
    
	
5506
    	
 
    	
5507
    	
 
    	
5508
    	
 
    	
5509
    	
 
    	
5510
    	
 
    	
5511
    	
 
    	
5512
    
	
5513
    	
 
    	
5514
    	
 
    	
5515
    	
 
    	
5516
    	
 
    	
5517
    	
 
    	
5518
    	
 
    	
5519
    
	
5520
    	
 
    	
5521
    	
 
    	
5522
    	
 
    	
5524
    	
 
    	
5526
    	
 
    	
5527
    	
 
    	
5528
    
	
5529
    	
 
    	
5530
    	
 
    	
5532
    	
 
    	
5535
    	
 
    	
5538
    	
 
    	
5538 R1
    	
 
    	
—
    
	
5541
    	
 
    	
5542
    	
 
    	
5543
    	
 
    	
5544
    	
 
    	
5545
    	
 
    	
5546
    	
 
    	
5547
    
	
5548
    	
 
    	
5549
    	
 
    	
5550
    	
 
    	
5551
    	
 
    	
5552
    	
 
    	
5553
    	
 
    	
5554
    
	
5555
    	
 
    	
5556
    	
 
    	
5557
    	
 
    	
5558
    	
 
    	
5559
    	
 
    	
5560
    	
 
    	
5562
    
	
5563
    	
 
    	
5564
    	
 
    	
5565
    	
 
    	
5566
    	
 
    	
5568
    	
 
    	
5568 R2
    	
 
    	
5569
    
	
5571
    	
 
    	
5572
    	
 
    	
5573
    	
 
    	
5574
    	
 
    	
5575
    	
 
    	
5576
    	
 
    	
5577
    
	
5578
    	
 
    	
5579
    	
 
    	
5580
    	
 
    	
5581
    	
 
    	
5582
    	
 
    	
5583
    	
 
    	
5584
    
	
5585
    	
 
    	
5586
    	
 
    	
5587
    	
 
    	
5588
    	
 
    	
5589
    	
 
    	
5590
    	
 
    	
5591
    
	
5592
    	
 
    	
5593
    	
 
    	
5594
    	
 
    	
5595
    	
 
    	
5596
    	
 
    	
5597
    	
 
    	
5598
    


 

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 8

 

	
5600
    	
 
    	
5602
    	
 
    	
5603
    	
 
    	
5604
    	
 
    	
5605
    	
 
    	
5606
    	
 
    	
5607
    
	
5608
    	
 
    	
5609
    	
 
    	
5610
    	
 
    	
5611
    	
 
    	
5612
    	
 
    	
5613
    	
 
    	
5614
    
	
5614 R1
    	
 
    	
5615
    	
 
    	
5621
    	
 
    	
5622
    	
 
    	
5623
    	
 
    	
5625
    	
 
    	
5626
    
	
5627
    	
 
    	
5628
    	
 
    	
5629
    	
 
    	
5630
    	
 
    	
5631
    	
 
    	
5632
    	
 
    	
5633
    
	
5634
    	
 
    	
5635
    	
 
    	
5636
    	
 
    	
5638
    	
 
    	
5638 R1
    	
 
    	
5639
    	
 
    	
5640
    
	
5642
    	
 
    	
5644
    	
 
    	
5646
    	
 
    	
5647
    	
 
    	
5648
    	
 
    	
5649 R1
    	
 
    	
5650
    
	
5651
    	
 
    	
5653
    	
 
    	
5661
    	
 
    	
5662
    	
 
    	
5663
    	
 
    	
5664
    	
 
    	
5665
    
	
5666
    	
 
    	
5667
    	
 
    	
5668
    	
 
    	
5669 R1
    	
 
    	
5670
    	
 
    	
5671
    	
 
    	
5672
    
	
5673
    	
 
    	
5674
    	
 
    	
5675
    	
 
    	
5676
    	
 
    	
5678
    	
 
    	
5679
    	
 
    	
5683
    
	
5684
    	
 
    	
5685
    	
 
    	
5686
    	
 
    	
5687
    	
 
    	
5688
    	
 
    	
5689
    	
 
    	
5690
    
	
5691
    	
 
    	
5692
    	
 
    	
5693
    	
 
    	
5694
    	
 
    	
5695
    	
 
    	
5696
    	
 
    	
5697
    
	
5698
    	
 
    	
5699
    	
 
    	
5700
    	
 
    	
5701
    	
 
    	
5702
    	
 
    	
5703
    	
 
    	
5704
    
	
5705
    	
 
    	
5705 R1
    	
 
    	
5706
    	
 
    	
5709
    	
 
    	
5710
    	
 
    	
5711
    	
 
    	
5713
    
	
5723
    	
 
    	
5724
    	
 
    	
5725
    	
 
    	
5727
    	
 
    	
5728
    	
 
    	
5729
    	
 
    	
5731
    
	
5732
    	
 
    	
5733
    	
 
    	
5734
    	
 
    	
5735
    	
 
    	
5737
    	
 
    	
5738
    	
 
    	
5739
    
	
5740
    	
 
    	
5741
    	
 
    	
5742
    	
 
    	
5750
    	
 
    	
5752
    	
 
    	
5753
    	
 
    	
5754
    
	
5757
    	
 
    	
5759
    	
 
    	
5760
    	
 
    	
5765
    	
 
    	
5766
    	
 
    	
5767
    	
 
    	
5768
    
	
5769
    	
 
    	
5770
    	
 
    	
5775
    	
 
    	
5776
    	
 
    	
5777
    	
 
    	
5778
    	
 
    	
5780
    
	
5781
    	
 
    	
5782
    	
 
    	
5783
    	
 
    	
5784
    	
 
    	
5787
    	
 
    	
5789
    	
 
    	
5788
    
	
5793
    	
 
    	
5794
    	
 
    	
5795
    	
 
    	
5796
    	
 
    	
5805
    	
 
    	
5807
    	
 
    	
5808
    
	
5809
    	
 
    	
5810
    	
 
    	
5811
    	
 
    	
5812
    	
 
    	
5813
    	
 
    	
5814
    	
 
    	
5815
    
	
5820
    	
 
    	
5821
    	
 
    	
5822
    	
 
    	
5823
    	
 
    	
5823 R1
    	
 
    	
5825
    	
 
    	
5826
    
	
5827
    	
 
    	
5828
    	
 
    	
5829
    	
 
    	
5830 R1
    	
 
    	
5831
    	
 
    	
5838
    	
 
    	
5838
    
	
5848
    	
 
    	
5849
    	
 
    	
5849 R1
    	
 
    	
5850
    	
 
    	
5851
    	
 
    	
5852
    	
 
    	
5855
    
	
5875
    	
 
    	
5880
    	
 
    	
5881
    	
 
    	
5881 R1
    	
 
    	
5885
    	
 
    	
5887
    	
 
    	
5888
    
	
5888 R1
    	
 
    	
5889
    	
 
    	
5889 R1
    	
 
    	
5890
    	
 
    	
5891
    	
 
    	
5892
    	
 
    	
5893
    
	
5894
    	
 
    	
5894 R1
    	
 
    	
5895
    	
 
    	
5896
    	
 
    	
5896 R2
    	
 
    	
5896 R3
    	
 
    	
5898
    
	
5899
    	
 
    	
5901
    	
 
    	
5902
    	
 
    	
5903
    	
 
    	
5904
    	
 
    	
5905
    	
 
    	
5907
    
	
5910
    	
 
    	
5911
    	
 
    	
5912 R1
    	
 
    	
5913 R1
    	
 
    	
5914
    	
 
    	
5915 R1
    	
 
    	
5916 R1
    
	
5917 R1
    	
 
    	
5917 R2
    	
 
    	
5918
    	
 
    	
5919
    	
 
    	
5920
    	
 
    	
5920 R1
    	
 
    	
5920 R2
    
	
5921
    	
 
    	
5923
    	
 
    	
5924
    	
 
    	
5925
    	
 
    	
5926
    	
 
    	
5931
    	
 
    	
5932
    
	
5934
    	
 
    	
5927
    	
 
    	
5933
    	
 
    	
5935
    	
 
    	
5936
    	
 
    	
5937
    	
 
    	
5939
    
	
5940
    	
 
    	
5941
    	
 
    	
5942
    	
 
    	
5943
    	
 
    	
5944
    	
 
    	
5945
    	
 
    	
5946
    
	
5947
    	
 
    	
5948
    	
 
    	
5949
    	
 
    	
5950
    	
 
    	
5959
    	
 
    	
5960
    	
 
    	
5961
    
	
5962
    	
 
    	
5963
    	
 
    	
5965
    	
 
    	
5966
    	
 
    	
5967
    	
 
    	
5968
    	
 
    	
5969
    
	
5970
    	
 
    	
5971
    	
 
    	
5972
    	
 
    	
5974
    	
 
    	
5976
    	
 
    	
5977
    	
 
    	
5977 R1
    
	
5978
    	
 
    	
5979
    	
 
    	
5980
    	
 
    	
5981
    	
 
    	
5981 R1
    	
 
    	
5982
    	
 
    	
5983
    
	
5983 R1
    	
 
    	
5984
    	
 
    	
5985
    	
 
    	
5986
    	
 
    	
5987
    	
 
    	
5988
    	
 
    	
5989
    
	
5990
    	
 
    	
5991
    	
 
    	
5992
    	
 
    	
5992 R1
    	
 
    	
5993
    	
 
    	
5994
    	
 
    	
5995
    
	
5997
    	
 
    	
5998
    	
 
    	
5999
    	
 
    	
6000
    	
 
    	
6001
    	
 
    	
6002
    	
 
    	
6003
    
	
6004
    	
 
    	
6004 R1
    	
 
    	
6006
    	
 
    	
6008
    	
 
    	
6009
    	
 
    	
6010
    	
 
    	
6010
    
	
6017
    	
 
    	
6018
    	
 
    	
6018 R1
    	
 
    	
6019
    	
 
    	
6021
    	
 
    	
6022
    	
 
    	
6024
    
	
6025
    	
 
    	
6026
    	
 
    	
6029
    	
 
    	
6030
    	
 
    	
6030R1
    	
 
    	
6035 R1
    	
 
    	
6034
    
	
6037
    	
 
    	
6039
    	
 
    	
6044
    	
 
    	
6045
    	
 
    	
6046
    	
 
    	
6047
    	
 
    	
6048
    
	
6049
    	
 
    	
6054
    	
 
    	
6055
    	
 
    	
6056
    	
 
    	
6057
    	
 
    	
6058
    	
 
    	
6059
    
	
6060
    	
 
    	
6061
    	
 
    	
6062
    	
 
    	
6063
    	
 
    	
6064
    	
 
    	
6065
    	
 
    	
6066
    
	
6067
    	
 
    	
6071
    	
 
    	
6072
    	
 
    	
6073
    	
 
    	
6074
    	
 
    	
6075
    	
 
    	
6076
    
	
6077
    	
 
    	
6078
    	
 
    	
6081
    	
 
    	
6086 R1
    	
 
    	
6100
    	
 
    	
6102
    	
 
    	
6103
    
	
6104
    	
 
    	
6112
    	
 
    	
6119
    	
 
    	
6120
    	
 
    	
6121
    	
 
    	
6122
    	
 
    	
6123
    
	
6124
    	
 
    	
6130
    	
 
    	
6134
    	
 
    	
6135
    	
 
    	
6139
    	
 
    	
6140
    	
 
    	
—
    
	
6141
    	
 
    	
6142
    	
 
    	
6143
    	
 
    	
6144
    	
 
    	
6146
    	
 
    	
6147
    	
 
    	
6148
    
	
6151
    	
 
    	
6154
    	
 
    	
6156
    	
 
    	
6159
    	
 
    	
6160
    	
 
    	
6163
    	
 
    	
6165
    


 

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 8

 

	
6168
    	
 
    	
6169
    	
 
    	
6171
    	
 
    	
6177
    	
 
    	
6178
    	
 
    	
6184
    	
 
    	
6184 R1
    
	
6185
    	
 
    	
6186 R1
    	
 
    	
6187
    	
 
    	
6190
    	
 
    	
6191
    	
 
    	
6194
    	
 
    	
6195
    
	
6197
    	
 
    	
6198 R1
    	
 
    	
6199
    	
 
    	
6201
    	
 
    	
6202
    	
 
    	
6203
    	
 
    	
6206
    
	
6207
    	
 
    	
6209
    	
 
    	
6213
    	
 
    	
6214
    	
 
    	
6217
    	
 
    	
6218
    	
 
    	
6222
    
	
6226
    	
 
    	
6231
    	
 
    	
6235
    	
 
    	
6237
    	
 
    	
6238
    	
 
    	
6239
    	
 
    	
6240
    
	
6242
    	
 
    	
6243
    	
 
    	
6244
    	
 
    	
6246
    	
 
    	
6254
    	
 
    	
6256
    	
 
    	
6257
    
	
6258
    	
 
    	
6259
    	
 
    	
6261
    	
 
    	
6262
    	
 
    	
6264
    	
 
    	
6265
    	
 
    	
6265 R1
    
	
6266
    	
 
    	
6269
    	
 
    	
6270
    	
 
    	
6277
    	
 
    	
6282
    	
 
    	
6283
    	
 
    	
6286
    
	
6287
    	
 
    	
6288
    	
 
    	
6289
    	
 
    	
6290
    	
 
    	
6291
    	
 
    	
6292
    	
 
    	
6295
    
	
6296
    	
 
    	
6297
    	
 
    	
6298
    	
 
    	
6299
    	
 
    	
6300
    	
 
    	
6301
    	
 
    	
6302
    
	
6303
    	
 
    	
6304
    	
 
    	
6305
    	
 
    	
6306
    	
 
    	
6307
    	
 
    	
6308
    	
 
    	
6309
    
	
6310
    	
 
    	
6312
    	
 
    	
6313
    	
 
    	
6314
    	
 
    	
6316
    	
 
    	
6317
    	
 
    	
6318
    
	
6319
    	
 
    	
6321
    	
 
    	
6323
    	
 
    	
6324
    	
 
    	
6325
    	
 
    	
6330
    	
 
    	
6330 R1
    
	
6331
    	
 
    	
6333
    	
 
    	
6336
    	
 
    	
6341
    	
 
    	
6343
    	
 
    	
6346
    	
 
    	
—
    
	
6350
    	
 
    	
6350 R1
    	
 
    	
6350 R2
    	
 
    	
6351
    	
 
    	
6352
    	
 
    	
6353
    	
 
    	
6355
    
	
6360
    	
 
    	
6361
    	
 
    	
6362
    	
 
    	
6365
    	
 
    	
6369
    	
 
    	
6372
    	
 
    	
6373
    
	
6378
    	
 
    	
6379
    	
 
    	
6381
    	
 
    	
6383
    	
 
    	
6385
    	
 
    	
6386
    	
 
    	
6387
    
	
6388
    	
 
    	
6396
    	
 
    	
6397
    	
 
    	
6398
    	
 
    	
6399
    	
 
    	
6401
    	
 
    	
6402
    
	
6403
    	
 
    	
6409 R1
    	
 
    	
6410
    	
 
    	
6411
    	
 
    	
6412
    	
 
    	
6413
    	
 
    	
6415
    
	
6416
    	
 
    	
6417
    	
 
    	
6423
    	
 
    	
6424
    	
 
    	
6425
    	
 
    	
6427
    	
 
    	
6429
    
	
6430
    	
 
    	
6431
    	
 
    	
6433
    	
 
    	
6434
    	
 
    	
6435
    	
 
    	
6440
    	
 
    	
6442
    
	
6443
    	
 
    	
6444
    	
 
    	
6445
    	
 
    	
6446
    	
 
    	
6447
    	
 
    	
6450
    	
 
    	
6451
    
	
6455
    	
 
    	
6456
    	
 
    	
6457
    	
 
    	
6458
    	
 
    	
6459
    	
 
    	
6460
    	
 
    	
6461
    
	
6462
    	
 
    	
6465
    	
 
    	
6471
    	
 
    	
6477
    	
 
    	
6478
    	
 
    	
6479
    	
 
    	
6480
    
	
6481
    	
 
    	
6482
    	
 
    	
6483
    	
 
    	
6486
    	
 
    	
6488
    	
 
    	
6489
    	
 
    	
6492
    
	
6493
    	
 
    	
6495
    	
 
    	
6496
    	
 
    	
6497
    	
 
    	
6498
    	
 
    	
6500
    	
 
    	
6501
    
	
6502
    	
 
    	
6503
    	
 
    	
6504
    	
 
    	
6505 R1
    	
 
    	
6509
    	
 
    	
6510
    	
 
    	
6511
    
	
6512
    	
 
    	
6513
    	
 
    	
6514
    	
 
    	
6515
    	
 
    	
6517
    	
 
    	
6521
    	
 
    	
6522
    
	
6523
    	
 
    	
6524 R1
    	
 
    	
6525
    	
 
    	
6534
    	
 
    	
6536
    	
 
    	
6538
    	
 
    	
6541
    
	
6543
    	
 
    	
6548
    	
 
    	
6549
    	
 
    	
6550
    	
 
    	
6557
    	
 
    	
6559
    	
 
    	
6561
    
	
6564
    	
 
    	
6570
    	
 
    	
6570 R1
    	
 
    	
6571
    	
 
    	
6572
    	
 
    	
6573
    	
 
    	
—
    
	
6574
    	
 
    	
6579
    	
 
    	
6581
    	
 
    	
6582
    	
 
    	
6583
    	
 
    	
6584
    	
 
    	
6585
    
	
6586
    	
 
    	
6587
    	
 
    	
6588
    	
 
    	
6589
    	
 
    	
6590
    	
 
    	
6597
    	
 
    	
6598 R1
    
	
6589
    	
 
    	
6590
    	
 
    	
6597
    	
 
    	
6598 R1
    	
 
    	
6598 R2
    	
 
    	
6602
    	
 
    	
6603
    
	
6604
    	
 
    	
6604
    	
 
    	
6609
    	
 
    	
6610
    	
 
    	
6611
    	
 
    	
6612
    	
 
    	
6613
    
	
6614
    	
 
    	
6616
    	
 
    	
6617
    	
 
    	
6618 R1
    	
 
    	
6620
    	
 
    	
6621
    	
 
    	
6627
    
	
6628
    	
 
    	
6630
    	
 
    	
6631
    	
 
    	
6633
    	
 
    	
6634
    	
 
    	
6635
    	
 
    	
6636
    
	
6638
    	
 
    	
6639
    	
 
    	
6640
    	
 
    	
6641
    	
 
    	
6644
    	
 
    	
6645
    	
 
    	
6646
    
	
6647
    	
 
    	
6650
    	
 
    	
6651
    	
 
    	
6655
    	
 
    	
6656
    	
 
    	
6657
    	
 
    	
6658
    
	
6660
    	
 
    	
6666
    	
 
    	
6667
    	
 
    	
6668
    	
 
    	
6669
    	
 
    	
6670
    	
 
    	
6671
    
	
6672
    	
 
    	
6673
    	
 
    	
6676
    	
 
    	
6677
    	
 
    	
6678
    	
 
    	
6679
    	
 
    	
6686
    
	
6687
    	
 
    	
6689
    	
 
    	
6691
    	
 
    	
6695
    	
 
    	
6706
    	
 
    	
6710
    	
 
    	
6713
    
	
6714
    	
 
    	
6716
    	
 
    	
6719
    	
 
    	
6721
    	
 
    	
6722
    	
 
    	
6723
    	
 
    	
6725
    
	
6728
    	
 
    	
6739
    	
 
    	
6741
    	
 
    	
6744
    	
 
    	
6744 R1
    	
 
    	
6744 R2
    	
 
    	
6745
    
	
6746
    	
 
    	
6747
    	
 
    	
6748
    	
 
    	
6749
    	
 
    	
6750
    	
 
    	
6751
    	
 
    	
6752
    
	
6753
    	
 
    	
6754
    	
 
    	
6755
    	
 
    	
6756
    	
 
    	
6757
    	
 
    	
6758
    	
 
    	
6759
    
	
6760
    	
 
    	
6761
    	
 
    	
6762
    	
 
    	
6763
    	
 
    	
6764
    	
 
    	
6765
    	
 
    	
6770
    
	
6771
    	
 
    	
6772
    	
 
    	
6775 R1
    	
 
    	
6776
    	
 
    	
6777 R1
    	
 
    	
6777 R2
    	
 
    	
6805
    
	
6815
    	
 
    	
6818
    	
 
    	
6827
    	
 
    	
6828
    	
 
    	
6850
    	
 
    	
6850 R1
    	
 
    	
6851
    
	
6851 R1
    	
 
    	
6857
    	
 
    	
6858
    	
 
    	
6859
    	
 
    	
6866
    	
 
    	
6876 R1
    	
 
    	
6891 R1
    
	
6892
    	
 
    	
6893 R1
    	
 
    	
6899 R1
    	
 
    	
6966
    	
 
    	
6983
    	
 
    	
7023
    	
 
    	
7116
    


 

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 8

 

SBP ATTACHMENT 3 TO

SPECIAL BUSINESS PROVISIONS

 

RESERVED

 

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 8

 

BP ATTACHMENT 4 TO
 SPECIAL BUSINESS PROVISIONS

 

ADDITIONAL STATEMENT OF WORK

 

(Reference SBP Section 3.3.1.1, 3.3.2.1, 3.3.3.31, 3.4.51, 3.4.81, 7.9)

 

A.                                    Sustaining Engineering Delegation Statement of Work

 

Seller’s responsibilities as they relate to Sustaining Engineering Delegation work for the products included in this Special Business Provisions are defined in Boeing Document D6-83323.  This Document includes summary matrices depicting the Engineering Delegation requirements for each product commodity and a Responsibility, Authority and Accountability (RAA) Document.  The baseline as of the date hereof shall be D6-83323 Rev. New signed January 21, 2005 which will be subject to periodic update.

 

D6-83323 is a summary of the Engineering Delegation requirements for sustaining products that are part of this SBP and included in the part pricing in Attachment 1.  All costs associated with Seller Engineering responsibility as described within D6-83323 with the exception of Fleet Support (as covered in the Technical Services Agreement) or as provided for below are included within Attachment 1 pricing for sustaining programs and will not be subject to additional payment from Boeing.

 

In addition, Boeing and Seller responsibilities related to the 737MMA program are defined in the 737MMA BCA/IDS Working Together Agreement signed December 2004 by R.K. Gardner, J.L. Turner and A.M. Parasida.  All activities and responsibilities identified for “BCA - Wichita” within this document will be the responsibility of Seller.

 

Product development projects in work at Boeing’s Wichita Division that have been selected for inclusion in this SBP as of the date hereof are outlined in Section B of this Attachment 4.

 

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 8

 

B. Product Development Projects Subject to Non-Recurring Engineering Payments

 

For future product development projects, a determination will be made as to whether (i) a requirement for production hardware associated with this developmental effort is anticipated; and (ii) the production hardware resulting from this developmental effort is either a change to or a derivative of the current Attachment 1 Statement of Work.  If these conditions are met, these projects will be added to Section B.1 or B.2 of Attachment 4 per the criteria set forth below.  If these conditions are not met then the development projects should not be added to Attachment 4 and instead, should be covered by the Services Agreement.

 

B.1 Product Development Projects

 

a.                                      Section B1 includes those major re-design efforts that support Derivative aircraft and will be subject to non-recurring engineering payments according to the terms of SBP 5.2.1. The level of effort expended by Boeing on these development projects prior to June 16, 2005 will not be included in such non-recurring engineering payments to Seller.

 

b.                                      Those projects that support Derivative aircraft or where applicable, BCA aircraft delivered by BCA to BDS, will be added to this Section B.1 pursuant to SBP 7.9 and will be subject to non-recurring payments.

 

c.                                       For those projects added to this Section B.1, Seller will provide up to [*****] hours in the aggregate of engineering support per project at no charge to Boeing.  This support will include but shall not be limited to technical consultation, work statement development and schedule development.

 

d.                                      All changes that are approved and incorporated prior to certification and subject to the derivative production airplane unit 1, whether in sequence or out of sequence, will be paid for as part of B1.  All changes approved and not completed prior to certification will be added to B2 threshold for that year.

 

e.                                       The following list of product development known projects will be subject to non-recurring engineering payments according to the terms of SBP 5.2.1.  The level of effort expended by Boeing on these development projects prior to June 16, 2005 will not be included in such non-recurring engineering payments:

 

737 Short Field Landing Performance

737-900X

737-800MMA

737 Wedgetail

747-8

777-200LR Freighter

737-900BBJ3

 

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 8

 

B.2. Product Development Projects Subject to Thresholds.

 

a.                                      Section B.2 is for Boeing initiated and approved PRR’s [limited to Design Engineering, Stress Engineering and Project Manufacturing Engineering] that will be subject to such non-recurring engineering payments only after the threshold for embedded engineering support as described below has been exceeded.

 

b.                                      Those Boeing initiated and approved PRR’s [limited to Design Engineering, Stress Engineering and Project Manufacturing Engineering] that support changes to the then existing Attachment 1 statement of work will be incorporated under Section B.2 pursuant to SBP 7.9 and not be subject to additional non-recurring payment until the sustaining engineering threshold for the program appropriate for each project has been exceeded.  Only Boeing initiated and approved PRR changes will apply towards these thresholds and will be eligible for additional non-recurring payment once the thresholds have been exceeded.

 

c.                                       The PRR process starts at Engineering Authorization by the Chief Engineer and is documented in the ECC database on the ECM.

 

d.                                      For all PRR’s issued under Attachment 4, B2, Boeing will issue an ATP for the Design effort, which will contain the Boeing’s PRR approval minutes, followed by a CCN.

 

e.                                       Customer Introductions and Master Changes are Seller’s responsibility and will not be subject to additional non-recurring payment.

 

f.                                        In addition, only those Boeing initiated and approved PRR changes [Limited to Design Engineering, Stress Engineering, and Project Manufacturing Engineering] with an impact to Seller that exceeds [*****] engineering hours per change will apply towards these thresholds.  PRR changes that do not result in a minimum impact of [*****] engineering hours per change to Seller will not apply towards the threshold and will not be subject to additional non-recurring payment.

 

g.                                       Baseline PRR Engineering Thresholds:

 

Each contract year (cy) June 1st through May 31st, an adjustment will be made concurrent with the quantity based price adjustment process outlined within Attachment 20 to establish the appropriate threshold for each program for the following year.  To calculate the new threshold, the PRR Engineering Thresholds per Airplane as identified below will be multiplied by [*****] (beta factor) times the change in delivery rates by program for the target year vs. 2003 Airplane Deliveries by Program.  This value will then be added to (or subtracted from) the Baseline PRR Engineering Thresholds.  In other words, the PRR Engineering Threshold for any given year will be increased (or decreased) by [*****] of the variation in airplane deliveries by program for that year versus 2003 airplane deliveries.

 

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 8

 

Supporting Documentation:  Contract Year to date summary by Program and Business Unit.  Refer to example below.

 

Forecasted PRR
 Engineering Thresholds

 

	
2003 Baseline Hours
    	
 
    	
Threshold Hours for Boeing
    	
 
    	
Initiated PRR’s
    	
 
    
	
 
    	
 
    	
2003 (Base)
    	
 
    	
*
    	
 
    	
CY1:
    	
 
    	
CY2: 2006
    	
 
    	
CY3: 2007
    	
 
    	
CY4: 2008
    	
 
    	
CY5: 2009
    	
 
    
	
737
    	
 
    	
[*****]
    	
 
    	
hours
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
747
    	
 
    	
[*****]
    	
 
    	
hours
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
767
    	
 
    	
[*****]
    	
 
    	
hours
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
777
    	
 
    	
[*****]
    	
 
    	
hours
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

	
Airplane Deliveries
    	
 
    	
INPUT
    	
 
    
	
737
    	
 
    	
173
    	
 
    	
airplanes
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
747
    	
 
    	
19
    	
 
    	
airplanes
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
767
    	
 
    	
24
    	
 
    	
airplanes
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
777
    	
 
    	
39
    	
 
    	
airplanes
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
2003 Airplane Deliveries - Forecasted
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	    



    	
 
    


*Year is defined as the 12 month period beginning the first day of the anniversary month of the contract.

 

	
Model
    	
 
    	
PRR Engineering
   Threshold Hours
   CY 8
    	
 
    	
Quantity of
   Airplanes
    
	
737
    	
 
    	
[*****]
    	
 
    	
424
    
	
747
    	
 
    	
[*****]
    	
 
    	
24
    
	
767
    	
 
    	
[*****]
    	
 
    	
24
    
	
777
    	
 
    	
[*****]
    	
 
    	
90
    


 

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 8

 

MOA — Revision of SBP Clause 7.9 and Attachment 4

 

Contract Year to date summary detail including hours charged to date by month for each PRR, also PRR approval dates as identified in the Engineering meeting minutes, additional data may be requested.  Refer to example below:

 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
737 PRR   Threshold Assertion - Period One
   Period One 6/17/2005 - 6/15/2006
   Status as of 6/15/2006 rev 4. (compiled
    
	
PRR Number
    	
 
    	
Pt Card
   Count
    	
 
    	
PPR/ECR Title
    	
 
    	
PRR/ECR
   Start
    	
 
    	
Jun
    	
 
    	
Jul
    	
 
    	
Aug
    	
 
    	
Sep
    	
 
    	
Oct
    	
 
    	
Nov
    	
 
    	
Dec
    	
 
    	
Jan
    	
 
    	
Feb
    	
 
    	
Mar
    	
 
    	
Apr
    	
 
    	
May
    	
 
    	
Jun
    	
 
    	
Cu
    	
 
    	
Date should
   correspond with
   the engineering
   meeting minute’s
   approval date.
    
	
38656
    	
 
    	
 
    	
 
    	
Improved Sound Damping   In Aircraft Aft Cabin
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ECR 01249
    	
 
    	
 
    	
 
    	
Improved Sound Damping   In Aircraft Aft Cabin
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total
    	
 
    	
 
    	
 
    	
PRR 38656/ECR 01249   Improved Sound Damping In Aircraft Aft Cabin
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
38658
    	
 
    	
 
    	
 
    	
Flight Deck Door for -   700C Part 121 Operators
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
38665
    	
 
    	
 
    	
 
    	
Forward Entry Door False   Latching/Indication Revision
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
38275-82
    	
 
    	
 
    	
 
    	
Thrust Reverser Cascade   Change
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
38275-90
    	
 
    	
 
    	
 
    	
Thrust Reverser   Lightning Strike Protection
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
38275-110S
    	
 
    	
 
    	
 
    	
Engine Strut Heat   Insulation Blanket - Replacement
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ECR 694
    	
 
    	
 
    	
 
    	
Insulation Blanket -   Modification - Thrust Reverser (PRR 38690)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
38647
    	
 
    	
 
    	
 
    	
Tech insertion - Mid   Exit Door Plug - Option
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ECR 1513
    	
 
    	
 
    	
 
    	
Insulation Blanket   Redesign (PRR 38275-110S)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Contract year to date summary by Program and Business Unit.  Seller will provide quarterly report of actual Engineering hours, within 20 working days after the end of each quarter.  Refer to example below:

 

Spirit AeroSystems
 PRR Period IV Activity Summary
  Status as of 06/11/2009 (Compiled 12-18-2009)

 

	
Work Order
    	
 
    	
Program
    	
 
    	
<100 hrs
   YTD
    	
 
    	
>100 hrs
   YTD
    	
 
    	
Total
   YTD
    	
 
    	
Current
   Threshold
    	
 
    	
Under/
   (Over)
    
	
3N921
    	
 
    	
737   Fuselage
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3N931
    	
 
    	
737   Nacelles
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3N950
    	
 
    	
737   Struts
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
38920
    	
 
    	
737   Wing
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total   737
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
14,544
    	
 
    	
14,544
    
	
3N901
    	
 
    	
747   Fuselage
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3N951
    	
 
    	
747   Struts
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3N933
    	
 
    	
747   Nacelles
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total   747
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
6,635
    	
 
    	
6,635
    
	
3N902
    	
 
    	
767   Fuselage
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3N952
    	
 
    	
767   Struts
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total   767
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1,350
    	
 
    	
1,350
    
	
3N903
    	
 
    	
777   Fuselage
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3N934
    	
 
    	
777   Nacelles
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3N953
    	
 
    	
777   Struts
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
35310
    	
 
    	
777   Wing
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total   777
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
17,810
    	
 
    	
17,810
    


 




*YTD values shown above represent cumulative PRR engineering hours through the current status date for the period June 13, 2008 to June 11, 2009.  Current threshold values are based on delivery of the following units per model:  366/737, 17/747, 13/767, & 83/777.

 

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 8

 

SBP ATTACHMENT 5 TO

SPECIAL BUSINESS PROVISIONS

 

RATES AND FACTORS

 

(Reference SBP Section 7)

 

The following Rates will be utilized for changes to Material, Outside Processing and Touch Labor.  All other costs and profit are part of the Wrap Rates fixed for life of contract.

 

	
Cost Item
    	
 
    	
Factor or Rate
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Direct Engineering:
    	
 
    	
[*****]
    	
 
    
	
Engineering, Planning, N/C Programming & Tool Design are to   be billed at this rate
   Does not include Engineering Management which is an Indirect Cost
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Direct Manufacturing Labor:
    	
 
    	
[*****]
    	
 
    
	
Basic Factory Labor and Quality Assurance are to be billed at this   rate
   Direct Support Costs are included as an Indirect Cost and part of the rate   also
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Direct Material/Outside Processing/Non-Labor:
    	
 
    	
[*****]
    	
 
    


 

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 8

 

SBP ATTACHMENT 6 TO

SPECIAL BUSINESS PROVISIONS

 

Lead Time Matrix
 (Reference Section 7.5, 12.16)

 

Lead Time Matrix

 

Months from Authorization to Proceed to F.O.B. Seller’s Plant

 

	
 
    	
 
    	
737
    	
 
    	
747
    	
 
    	
767
    	
 
    	
777
    
	
 
    	
 
    	
Structures
    	
 
    	
S/N
    	
 
    	
Structures
    	
 
    	
S/N
    	
 
    	
Structures
    	
 
    	
S/N
    	
 
    	
Structures
    	
 
    	
S/N
    
	
Raw Material Forward Buy   Authorization
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Order Base Extension
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Rate Increase
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Rate Decrease
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Customer Introduction
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Customer Reorder
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Customer Refire
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Customer Deimplementation
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Assembly - Wichita controlled   end items
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Assembly - Tulsa controlled end   items
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fabrication - Wichita   controlled end items
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fabrication - Tulsa controlled   end items
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

Lead time in months is from authorization to proceed to F.O.B. seller’s plant.
 Forward buy authorization is for limited procurement of material and/or parts as required in order to support an expected full authorization of an order base extension.

 

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 8

 

SPB ATTACHMENT 7 TO

SPECIAL BUSINESS PROVISIONS

 

INTENDURED PRICED PARTS LIST For POA’s

 

(Seller to submit to Boeing within 60 days of Contract signing)

 

A.                                    INDENTURE PRICED PARTS LIST

(Reference SBP 3.3.2.1, 4.4, 4.6)

 

Note:  Attachment 7 Parts and Prices provided under separate file due to size.

 

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 8

 

SBP ATTACHMENT 8 TO
 SPECIAL BUSINESS PROVISIONS

 

SELLER DATA SUBMITTALS
 (Reference SBP 9.0)

 

EXAMPLES

 

1.                                      Program Status Reports (as requested by Boeing)
 Seller’s program progress reports, highlighting significant accomplishments and critical program issues, etc.

 

2.                                     Production Definition Milestone Schedule (as requested by Boeing)
 Seller’s Product Definition schedule depicting key milestone events to support program requirements.

 

3.                                      Manufacturing Milestone Schedule (as requested by Boeing)
 Seller’s manufacturing schedule depicting key milestone events to support program requirements.

 

4.                                      Certified Tool List
 Seller’s Certified Tool Lists for identifying all accountable tools, including any subsequent new, reworked or re-identified tools affecting the first production spares Product.

 

5.                                      Problem Reports (as required)
 Seller’s written notification to Boeing of program problems, potential program impact and corrective action.

 

6.                                      Total Cost Management System Plan
 Annually Seller will submit a TCMS plan as required under SBP Section 7.6.

 

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 8

 

SBP ATTACHMENT 9 TO
 SPECIAL BUSINESS PROVISIONS

 

NON-RECURRING AGREEMENTS

 

The purpose of this attachment 9 is to document and incorporate all nonrecurring pricing and non-pricing agreements into this SBP.  These agreements are to be documented in the below format as applicable.  The Boeing purchase order must be included below when the agreement is for Boeing accountable tooling.  This Boeing purchase order will be used to link the agreements to the Boeing Tooling records.

 

The following non-recurring pricing and non-pricing agreements are hereby incorporated into this SBP

 

	
Item 
   Number
    	
 
    	
Agreement Title
    	
 
    	
Description
    
	
1.
    	
 
    	
[*****]
    	
 
    	
1992
    
	
2.
    	
 
    	
[*****]
    	
 
    	
2055
    
	
3.
    	
 
    	
[*****]
    	
 
    	
2323, CCN 831
    
	
4.
    	
 
    	
[*****]
    	
 
    	
2385
    
	
5.
    	
 
    	
[*****]
    	
 
    	
2572
    
	
6.
    	
 
    	
[*****]
    	
 
    	
2580R1
    
	
7.
    	
 
    	
[*****]
    	
 
    	
2624
    
	
8.
    	
 
    	
[*****]
    	
 
    	
2631
    
	
9.
    	
 
    	
[*****]
    	
 
    	
2632
    
	
10.
    	
 
    	
[*****]
    	
 
    	
2754
    
	
11.
    	
 
    	
[*****]
    	
 
    	
2765
    
	
12.
    	
 
    	
[*****]
    	
 
    	
2808
    
	
13.
    	
 
    	
[*****]
    	
 
    	
2816
    
	
14.
    	
 
    	
[*****]
    	
 
    	
2840R1
    
	
15.
    	
 
    	
[*****]
    	
 
    	
2840R2
    
	
16.
    	
 
    	
[*****]
    	
 
    	
2844
    
	
17.
    	
 
    	
[*****]
    	
 
    	
2846
    
	
18.
    	
 
    	
[*****]
    	
 
    	
2867
    
	
19.
    	
 
    	
[*****]
    	
 
    	
2872
    
	
20.
    	
 
    	
[*****]
    	
 
    	
2938
    
	
21.
    	
 
    	
[*****]
    	
 
    	
3067
    
	
22.
    	
 
    	
[*****]
    	
 
    	
3088
    
	
23.
    	
 
    	
[*****]
    	
 
    	
3197
    
	
24.
    	
 
    	
[*****]
    	
 
    	
3198
    
	
25.
    	
 
    	
[*****]
    	
 
    	
3198R1
    
	
26.
    	
 
    	
[*****]
    	
 
    	
3198R2
    
	
27.
    	
 
    	
[*****]
    	
 
    	
3305
    
	
28.
    	
 
    	
[*****]
    	
 
    	
3363
    
	
29.
    	
 
    	
[*****]
    	
 
    	
3435
    
	
30.
    	
 
    	
[*****]
    	
 
    	
3448
    
	
31.
    	
 
    	
[*****]
    	
 
    	
2488 R3
    


 

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 8

 

	
32.
    	
 
    	
[*****]
    	
 
    	
2580R2
    
	
33.
    	
 
    	
[*****]
    	
 
    	
3172
    
	
34.
    	
 
    	
[*****]
    	
 
    	
3198R1
    
	
35.
    	
 
    	
[*****]
    	
 
    	
3198R2
    
	
36.
    	
 
    	
[*****]
    	
 
    	
3305
    
	
37.
    	
 
    	
[*****]
    	
 
    	
3363
    
	
38.
    	
 
    	
[*****]
    	
 
    	
3363R1
    
	
39.
    	
 
    	
[*****]
    	
 
    	
3435
    
	
40.
    	
 
    	
[*****]
    	
 
    	
3448
    
	
41.
    	
 
    	
[*****]
    	
 
    	
3519
    
	
42.
    	
 
    	
[*****]
    	
 
    	
3596
    
	
43.
    	
 
    	
[*****]
    	
 
    	
4107 Rev A
    
	
44.
    	
 
    	
[*****]
    	
 
    	
4120
    
	
45.
    	
 
    	
[*****]
    	
 
    	
4127
    
	
46.
    	
 
    	
[*****]
    	
 
    	
4247
    
	
47.
    	
 
    	
[*****]
    	
 
    	
4238
    
	
48.
    	
 
    	
[*****]
    	
 
    	
4239
    
	
49.
    	
 
    	
[*****]
    	
 
    	
4285
    
	
50.
    	
 
    	
[*****]
    	
 
    	
4386
    
	
51.
    	
 
    	
[*****]
    	
 
    	
4419
    
	
52.
    	
 
    	
[*****]
    	
 
    	
4434
    
	
53.
    	
 
    	
[*****]
    	
 
    	
4443
    
	
54.
    	
 
    	
[*****]
    	
 
    	
4477
    
	
55.
    	
 
    	
[*****]
    	
 
    	
4477R1
    
	
56.
    	
 
    	
[*****]
    	
 
    	
4490
    
	
57.
    	
 
    	
[*****]
    	
 
    	
4491
    
	
58.
    	
 
    	
[*****]
    	
 
    	
4524
    
	
59.
    	
 
    	
[*****]
    	
 
    	
4621
    
	
60.
    	
 
    	
[*****]
    	
 
    	
2580 R3
    
	
61.
    	
 
    	
[*****]
    	
 
    	
3193
    
	
62.
    	
 
    	
[*****]
    	
 
    	
3200
    
	
63.
    	
 
    	
[*****]
    	
 
    	
3215
    
	
64.
    	
 
    	
[*****]
    	
 
    	
3363R2
    
	
65.
    	
 
    	
[*****]
    	
 
    	
3363R3
    
	
66.
    	
 
    	
[*****]
    	
 
    	
3849
    
	
67.
    	
 
    	
[*****]
    	
 
    	
4049
    
	
68.
    	
 
    	
[*****]
    	
 
    	
4451
    
	
69.
    	
 
    	
[*****]
    	
 
    	
4477 R1
    
	
70.
    	
 
    	
[*****]
    	
 
    	
4742
    
	
71.
    	
 
    	
[*****]
    	
 
    	
4796
    
	
72.
    	
 
    	
[*****]
    	
 
    	
4796 R1
    
	
73.
    	
 
    	
[*****]
    	
 
    	
4806
    
	
74.
    	
 
    	
[*****]
    	
 
    	
4834
    


 

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 8

 

	
75.
    	
 
    	
[*****]
    	
 
    	
5009
    
	
76.
    	
 
    	
[*****]
    	
 
    	
5023
    
	
77.
    	
 
    	
[*****]
    	
 
    	
5029
    
	
78.
    	
 
    	
[*****]
    	
 
    	
5059
    
	
79.
    	
 
    	
[*****]
    	
 
    	
5061
    
	
80.
    	
 
    	
[*****]
    	
 
    	
5087
    
	
81.
    	
 
    	
[*****]
    	
 
    	
5100
    
	
82.
    	
 
    	
[*****]
    	
 
    	
5104
    
	
83.
    	
 
    	
[*****]
    	
 
    	
5110
    
	
84.
    	
 
    	
[*****]
    	
 
    	
5138
    
	
85.
    	
 
    	
[*****]
    	
 
    	
5148
    
	
86.
    	
 
    	
[*****]
    	
 
    	
5156
    
	
87.
    	
 
    	
[*****]
    	
 
    	
5170
    
	
88.
    	
 
    	
[*****]
    	
 
    	
5186
    
	
89.
    	
 
    	
[*****]
    	
 
    	
5263
    
	
90.
    	
 
    	
[*****]
    	
 
    	
5396
    
	
91.
    	
 
    	
[*****]
    	
 
    	
5398
    
	
92.
    	
 
    	
[*****]
    	
 
    	
5441
    
	
93.
    	
 
    	
[*****]
    	
 
    	
5461
    
	
94.
    	
 
    	
[*****]
    	
 
    	
5462
    
	
95.
    	
 
    	
[*****]
    	
 
    	
5463
    
	
96.
    	
 
    	
[*****]
    	
 
    	
5473
    
	
97.
    	
 
    	
[*****]
    	
 
    	
5510
    
	
98.
    	
 
    	
[*****]
    	
 
    	
5552
    
	
99.
    	
 
    	
[*****]
    	
 
    	
5621
    
	
100.
    	
 
    	
[*****]
    	
 
    	
5649 R1
    
	
101.
    	
 
    	
[*****]
    	
 
    	
5667
    
	
102.
    	
 
    	
[*****]
    	
 
    	
5691
    
	
103.
    	
 
    	
[*****]
    	
 
    	
5692
    
	
104.
    	
 
    	
[*****]
    	
 
    	
5700
    
	
105.
    	
 
    	
[*****]
    	
 
    	
5781
    
	
106.
    	
 
    	
[*****]
    	
 
    	
5782
    
	
107.
    	
 
    	
[*****]
    	
 
    	
5866
    
	
108.
    	
 
    	
[*****]
    	
 
    	
5889
    
	
109.
    	
 
    	
[*****]
    	
 
    	
5889 R1
    
	
110.
    	
 
    	
[*****]
    	
 
    	
5943
    
	
111.
    	
 
    	
[*****]
    	
 
    	
5944
    
	
112.
    	
 
    	
[*****]
    	
 
    	
5945
    
	
113.
    	
 
    	
[*****]
    	
 
    	
5950
    
	
114.
    	
 
    	
[*****]
    	
 
    	
5977
    
	
115.
    	
 
    	
[*****]
    	
 
    	
5991
    
	
116.
    	
 
    	
[*****]
    	
 
    	
6017
    
	
117.
    	
 
    	
[*****]
    	
 
    	
6018
    
	
118.
    	
 
    	
[*****]
    	
 
    	
6018 R1
    


 

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 8

 

	
119.
    	
 
    	
[*****]
    	
 
    	
6284
    
	
120.
    	
 
    	
[*****]
    	
 
    	
6314
    
	
121.
    	
 
    	
[*****]
    	
 
    	
6324
    
	
122.
    	
 
    	
[*****]
    	
 
    	
6325
    
	
123.
    	
 
    	
[*****]
    	
 
    	
6365
    
	
124.
    	
 
    	
[*****]
    	
 
    	
6413
    
	
125.
    	
 
    	
[*****]
    	
 
    	
6415
    
	
126.
    	
 
    	
[*****]
    	
 
    	
6427
    
	
127.
    	
 
    	
[*****]
    	
 
    	
6429
    
	
128.
    	
 
    	
[*****]
    	
 
    	
6598 Rev1
    
	
129.
    	
 
    	
[*****]
    	
 
    	
6598 Rev2
    
	
130.
    	
 
    	
[*****]
    	
 
    	
6650
    
	
131.
    	
 
    	
[*****]
    	
 
    	
6741
    
	
132.
    	
 
    	
[*****]
    	
 
    	
6772
    
	
133.
    	
 
    	
[*****]
    	
 
    	
6818
    
	
134.
    	
 
    	
[*****]
    	
 
    	
6983
    


 

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 8

 

Agreement text format:

 

Item XXX:  agreement title:                                    incorporated by CCN#XXXX

 

Overview of agreement including CCN number(s) affected by agreement.

A. Statement of work
 B. Settlement value and payment obligations
 C. Additional rates and factors
 D. Boeing purchase order numbers for non-recurring payments
 E. Other

 

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 8

 

SBP ATTACHMENT 10 TO
 SPECIAL BUSINESS PROVISIONS

 

QUALITY ASSURANCE REQUIREMENTS

 

All work performed under this SBP shall be in accordance with the following:

 

A10.1                                                               Quality System

 

A.                                    Document AS/EN/JISQ 9100. “Quality Systems - Aerospace - Model for Quality Assurance in Design, Development, Production, Installation and Servicing” as may be revised from time to time, which are incorporated herein and made a part hereof by this reference.

 

B.                                    Document D6-82479, “Boeing Quality Management System Requirements for Suppliers - Appendix A - Quality Management System” as amended from time to time, which is incorporated herein and made a part hereof by this reference.

 

C.                                    Document D6-82479, “Boeing Quality Management System Requirements for Suppliers - Addendum 1 - Advanced Quality System for Product and Process Improvement” as amended from time to time, which is incorporated herein and made a part hereof by this reference.

 

A10.2                                                               Common Quality Purchasing Data and Business Requirements

 

A10.2.1                                                  Seller Annual Internal Quality Audit

 

At lease annually, the Seller shall conduct an internal audit to ensure compliance to their quality system and the controlling quality assurance document.

 

A10.2.2                                                     Change in Quality Management Representative

 

The Seller shall promptly notify Boeing of any changes in the management representative with assigned responsibility and authority for the quality system.

 

A10.2.3                                                  English Language

 

When specifically requested by Boeing, Seller shall make specified quality data and/or approved design data available in the English language.

 

The Seller shall maintain an English language translation of (1) its quality manual, and (2) an index of all other Seller procedures that contain quality requirements.  Boeing may require the Seller to translate additional documentation.

 

A10.2.4                                                     Changes to Quality System

 

The Seller shall immediately notify Boeing in writing of any change to the quality control system that may affect the inspection, conformity or airworthiness of the

 

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 8

 

Product.  After the issue of initial Boeing quality system approval, each change to the quality control system is subject to review by Boeing.

 

A10.2.5                                                     Supplier Quality Performance

 

If Seller fails to achieve and maintain 98% site quality acceptance rate, which is a prerequisite for delegated inspection authority awarded at Boeing’s discretion, the Seller shall be responsible for one or more of the following as directed by Boeing:

 

A.                                    Obtaining source inspection from a Boeing-qualified contractor at Seller’s own expense;

 

B.                                    Reimbursing Boeing for reasonable Boeing costs incurred at the point of manufacture (i.e. Seller’s site) to verify product conformance;

 

C.                                    Reimburse Boeing for reasonable Boeing costs incurred at the point of receipt to verify product conformance.

 

The site quality acceptance rate is a calculation of the ratio of acceptable units delivered to the total units delivered, or an alternate criteria quality acceptance rating, equivalent to 98% as defined by the contracting Boeing site(s).

 

A10.2.6                                                     Excess Inventory

 

The Seller shall strictly control all inventory of Boeing proprietary product that is in excess of contract quantity in order to prevent product from being sold or provided to any third party without prior written authorization from Boeing.

 

A10.2.7                                                     Aerospace Quality Management System (AQMS) Certification

 

Boeing recognition of Seller’s AQMS certification/registration does not affect the right of Boeing to conduct audits and issue findings at the Seller’s facility.  Boeing reserves the right to provide Boeing-identified quality system findings, associated quality system data, and quality performance data to the Seller’s Certification/Registration Board (CRB).

 

Seller shall ensure the following relative to AQMS certification:

 

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 8

 

A10.2.7.1                                           Accreditation of Certification/Registration Body

 

The certification/registration body (CRB) is accredited to perform aerospace quality management system (AQMS) assessments.  The CRB must use approved auditors and operate in accordance with the corresponding International Aerospace Quality Group (IAQG) certification/registration scheme.

 

NOTE:                                                          IAQG sanctioned certification/registration schemes include but are not limited to AIR 5359, SJAC 9010, TS157, etc.  Reference IAQG website for listing of accredited CRBs:  http://www.iagg.sae.org/servlets/index?PORTAL_CODE=IAQG

 

A10.2.7.2                                           Records of Certification/Registration

 

The seller maintains objective evidence of CRB certification/registration on file at Seller’s facility.  Objective evidence shall include:

 

a.                                      The accredited AQMS certificate(s) of registration;

 

b.                                      The audit report(s), including all information pertaining to the audit results in accordance with the applicable certification/registration scheme;

 

c.                                       Copies of all CRB finding(s), objective evidence of acceptance of corrective action(s), and closure of the finding(s).

 

NOTE:                                                          Certification records shall be maintained in accordance with Boeing specified contractual quality record retention requirements.

 

A10.2.7.3                                           Right of Access to CRB

 

The CRB services agreement provides for “right of access” to all CRB records by Boeing, applicable accreditation body, applicable Registrar Management Committee (RMC) and other regulatory or government bodies for the purpose of verifying CRB certification/registration criteria and methods are in accordance with the applicable IAQG certification/registration scheme.

 

A10.2.7.4                                           Audit Results/Data Reporting to IAQG

 

The CRB has Seller’s written permission to provide audit results/data to IAQG membership as required by the applicable IAQG certification/registration scheme.

 

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 8

 

A10.2.7.5                                           Notification to Boeing of Change in Status

 

Boeing is immediately notified in writing should the Seller’s certification/registration be suspended or withdrawn, or accreditation status of Seller’s CRB be withdrawn.  Send email notification to grpcrboversightrep@boeing.com.

 

A10.2.7.6                                           Provision of Boeing Quality Data to CRB

 

Boeing-identified findings and Seller’s quality performance data is provided to the CRB during certification/registration and surveillance activity.

 

A10.2.7.7                                           CRB Access to Proprietary Data

 

CRB shall be provided access to applicable proprietary data (including Boeing proprietary data) to the extent necessary to assess Seller’s compliance to AQMS requirements.  CRB shall agree to keep confidential and protect Boeing proprietary information under terms no less stringent than Seller’s contractual agreement with Boeing.  Seller will assure that such information is conspicuously marked “BOEING PROPRIETARY”.

 

A10.2.7.8                                           Seller Compliance with CRB Requirements

 

Seller complies with all CRB requirements imposed to issue and maintain certification/registration.

 

A10.2.8                                                     Verification of Corrective Action

 

When Boeing notifies Seller of a detected nonconformance, Seller shall immediately take action to eliminate the nonconformance on all products in Seller’s control.  Seller shall also maintain on file verification that root cause corrective action has occurred and has resolved the subject condition.  At the specific request of Boeing, this verification shall occur for the next five (5) shipments after implementation of the corrective action to ensure detected nonconformance has been eliminated.  Boeing reserves the right to review the verification data at Seller’s facility or have the data submitted to Boeing.

 

A10.2.9                                                     Corrective Action Report

 

Where Seller is requested to submit a corrective action report, Seller will submit its response within ten (10) days of receipt of such request unless an extension is otherwise provided by Boeing.  Any corrective action report submitted to Boeing shall be in the format specified by Boeing.  If after submittal to Boeing supplier determines need for revision, Seller shall immediately notify Boeing of such revision.  In the event Seller is unable to respond within the allotted ten day time frame, Seller shall submit a request for extension which shall include the reason for the extension request and the time need to complete the corrective action report.

 

A10.2.10                                              Relocation/Subcontract Notification (Puget Sound only)

 

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 8

 

The Seller shall not relocate or subcontract any Category I or II work outside the U.S. without written Boeing acceptance.  Notification to Boeing should be made to the Procurement Agent who manages the Seller’s contract and shall contain the subcontractor name, address, telephone number, QA manager name, applicable part numbers, and part descriptions.  Category I and II work is defined in FAA Order 81200.2, Appendix 4.

 

A10.2.11                                              Quality Metrics & Reporting

 

When requested by Boeing, Seller agrees to work with Boeing to develop and implement processes designed at improving Seller’s quality performance.  Process will include sufficient detail to allow Boeing to evaluate Seller’s progress.

 

A10.3                                                               Site Unique Quality Purchasing Data Requirements

 

A10.3.1                                                  Acceptance/Rejection of Seller’s Root Cause/Corrective Action

 

Boeing reserves the right to reject any root cause and/or corrective action determination provided by the Seller, and may request subsequent investigation and/or corrective action to either Boeing or Seller-initiated corrective action requests.  If the Seller is late in responding to corrective action requests by Boeing, or if Boeing requires subsequent corrective action, Boeing reserves the right to withhold acceptance of shipments either at source or destination until Seller corrective action is submitted to Boeing’s satisfaction.

 

A10.3.2                                                     Change in Manufacturing Facility

 

The Seller shall immediately notify Boeing in writing of any change to the manufacturing facility location of the contracted part number or assembly.

 

A10.4                                                               Incorporated by Reference

 

In addition to any other documents incorporated elsewhere in this SBP or GTA by reference, Seller is required to maintain compliance with the following documents as may be revised from time to time, and incorporated herein, and made a part of this SBP by reference with full force and effect, as if set out in full text:

 

A10.4.1                                                     Document AS/EN/SJAC 9102. “Aerospace First Article Inspection (FAI) Requirement”

 

Seller shall perform First Article Inspections (FAIs) in accordance with AS/EN/SJAC 9102 for all new and revised production articles produced after June 16, 2005.

 

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 8

 

A10.4.2                                                     Boeing Document D1-8007, “Approval Guide for Supplier Statistical Sampling Plans”

 

A Seller that performs acceptance sampling shall meet the requirements of document D1-8007.  Boeing approval of Seller’s acceptance sampling plan is required prior to performing acceptance sampling when it is used for in-process or final inspection, and employs continuous sampling or repetitive lot sampling.  Subsequent revisions to approved sampling plans require Boeing approval prior to implementation.  Prior Boeing approval of a sampling plan is not required if it is used exclusively for receiving inspection, or employs only isolated lot sampling during in-process or final inspection.

 

When statistical process control is used as an option for either in-process or final inspection, Seller shall satisfy the requirements of document AS/EN/SJAC 9103, Variation Management of Key Characteristics.

 

In all cases, inspection requirements identified by engineering drawing or specification take precedence over the inspection requirements defined herein.

 

A10.4.3                                                     Boeing Document D6-51991, “Quality Assurance Standard for Digital Product Definition (DPD) at Boeing Suppliers”

 

Seller is required to obtain Boeing approval as a DPD-capable supplier if seller receives, downloads, and/or uses Computer Aided Design (CAD) geometry in any format from any Boeing facility.  Boeing digital datasets are reference only (not design or inspection authority) until Boeing DPD approval status is obtained.

 

A10.4.4                                                  Boeing Document D1-4426, “Approved Process Sources”

 

This document defines the approved sources for special processing, composite raw materials, composite products, aircraft bearings, designated fasteners, and metallic raw materials.

 

A10.4.5                                                     Boeing Document D-13709-4, “Requirements for Obtaining MRB Authority by Boeing Suppliers”

 

Seller shall not use dispositions of use-as-is or repair on Boeing-designed product unless current revision of Seller’s Material Review Board (MRB) plan complies with D-137094 (not in 7E7) and has been approved by Boeing.

 

A10.4.6                                                  Reserved

 

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 8

 

A10.4.7                                                     Procurement Operating Instructions (PO1 M6-1007) (used by Puget Sound)

 

Procurement Operating Instructions (POI M6-1007), as revised from time to time.  Individual Quality notes contained in Procurement Operating Instructions (POI M6-1007) are applicable when identified on the purchase document.

 

See Boeing Website —

 

http://www.boeing.com/companyoffices/doingbiz/index.html, or contact Boeing Procurement representative for printed copy of notes.

 

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 8

 

SBP ATTACHMENT 11 TO

SPECIAL BUSINESS PROVISIONS

 

Boeing Commercial Airplanes (BCA) TIER REPORT (Reference SBP Section 9.6)

 

	
Seller   Name:
    	
Date:
    
	
Seller   Contact:
    	
Phone:
    
	
BCA   Procurement Agent Contact:
    	
Phone
    
	
BCA   Purchase Contract #:
    
	
Reporting   Period*
    	
o Jan - Mar
    	
o  Apr - Jun
    	
o July -   Sept
    	
o Oct - Dec
    	
Year:
    
	
Definitions**
    
	
Small   Business (SB)
    	
The   term “small business” shall mean a small business as defined pursuant to   section 3 of the Small Business Act (15 U.S.C.A. 632) and relevant   regulations issued pursuant thereto.    Generally, this means a small business organized for profit, it is   independently owned and operated, is not dominant in the field of operations   in which it is bidding, and meets the size standards as prescribed in   Government regulations.  (Includes   SDBs, SMBEs and WOSBs)
    
	
Small   Disadvantaged Business (SDB)
    	
A   small business certified by the U.S. Small Business Administration as a   socially and economically small disadvantaged business for consideration of   Government set-a-side contracting opportunities and business   development.  (Includes SDBs who are   women-owned)
    
	
Small   Minority Business Enterprise (SMBE)
    	
A   small business that is at least 51 percent owned, operated and controlled by   a minority group member (Asian, Black, Hispanic, and Native Americans); or,   in the case of a publicly-owned business, at least 51% of the stock is owned   by one or more minority group members and such individuals control the   management and daily operations.    (Includes SDBs)
    
	
Women-owned   Small Business (WOSB)
    	
A   small business concern that is at least 51 percent owned by one or more   women; or, in the case of any publicly owned business, at least 51 percent of   the stock is owned by one or more women; and whose management and daily   business operations are controlled by one or more women.  (Includes WOSBs who are also SDBs)
    
	
Contract   Dollars Received by Seller
    
	
A.
    	
Boeing   Commercial Airplanes contract dollars received by seller for the above   reporting period* (report in whole numbers):         $                                                
    
	
Value of Subcontract 2nd Tier Dollars Awarded

(for Boeing Commercial Airplanes Purchase Contract ONLY)
    
	
Diversity   Category
    	
Reporting   Period (see above*)
    
	
Dollars
   (report in whole numbers)
    	
Percent of
   Seller Dollars
    
	
B.
    	
Small   Business (SB)
    	
 
    	
(B ÷   A)
    
	
C.
    	
Small   Minority Business Enterprise (SMBE)
    	
 
    	
(C ÷   A)
    
	
D.
    	
Women-owned   Small Business (WOSB)
    	
 
    	
(D ÷   A)
    
	
Authorized   Company Representative (Print):
    	
Authorized   Company Representative (Signature):   Date:
    
												


 

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 8

 

SBP ATTACHMENT 12 TO

SPECIAL BUSINESS PROVISIONS

 

NON-U.S. PROCUREMENT REPORT FORM

 

(Reference SBP Section 12.12)

 

(Seller to Submit)

 

Attachment 12, Section 1

 

	
Seller Name
    	
 
    	
Country
    	
 
    	
Commodity/
   Nomenclature
    	
 
    	
Bid
   Dollars
    	
 
    	
Contracted
   Dollars
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

SBP ATTACHMENT 12 TO
 SPECIAL BUSINESS PROVISIONS

 

Attachment 12
  (Reference SBP Section 12.12)

 

Attachment 12 Section 2

 

The following outlines offset requirements that are currently in work and that Seller is obligated to complete as part of this SBP.

 

                1)            Korea - Horizontal Stabilizers and Vertical Fin

 

·                  Obligation for Wichita to complete transfer of 737NG Horizontal Stabilizers and Vertical Fin, [*****] (or most current configuration) according to plan and schedule in place on (June 16, 2005).

 

·                                          The schedules and hardware quantities are subject to change in support of program requirements.  Such changes will be made in accordance with the terms indentified in Paragraph 7.5 in the Special Business Provisions.

 

·                  Offload to KAI in Korea

 

·                  Seller to provide work transfer support/resources as identified for “Wichita” in above referenced plan.  Boeing shall reimburse Seller for the reasonable travel costs incurred by Seller’s employees for purposes of providing such work transfer support in Korea.  Travel costs shall include airfare, hotels, meals and car rental costs consistent with Seller’s standard travel practices and shall not exceed the cost of Boeing’s ordinary travel practices.  Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement.  Such invoices shall be paid by Boeing in accordance with Paragraph 5.0.

 

·                  These part numbers will be removed from Attachment 1 of this SBP and Boeing will have no further obligation to purchase these part numbers from Seller at the conclusion of this work transfer.

 

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 8

 

WICHITA

 

737NG HORIZONTAL STABILIZER

 

PRODUCTION DELIVERY SCHEDULE R-142R2

 

	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    
	
1732
    	
 
    	
5/4/2005
    	
 
    	
1842
    	
 
    	
10/11/2005
    	
 
    	
1982
    	
 
    	
4/14/2006
    
	
1737
    	
 
    	
5/12/2005
    	
 
    	
1845
    	
 
    	
10/14/2005
    	
 
    	
1987
    	
 
    	
4/20/2006
    
	
1742
    	
 
    	
5/19/2005
    	
 
    	
1848
    	
 
    	
10/19/2005
    	
 
    	
1991
    	
 
    	
4/26/2006
    
	
1746
    	
 
    	
5/25/2005
    	
 
    	
1851
    	
 
    	
10/24/2005
    	
 
    	
1995
    	
 
    	
5/2/2006
    
	
1749
    	
 
    	
5/31/2005
    	
 
    	
1854
    	
 
    	
10/27/2005
    	
 
    	
2000
    	
 
    	
5/8/2006
    
	
1752
    	
 
    	
6/3/2005
    	
 
    	
1857
    	
 
    	
11/1/2005
    	
 
    	
2004
    	
 
    	
5/12/2006
    
	
1755
    	
 
    	
6/8/2005
    	
 
    	
1860
    	
 
    	
11/4/2005
    	
 
    	
2010
    	
 
    	
5/18/2006
    
	
1758
    	
 
    	
6/13/2005
    	
 
    	
1863
    	
 
    	
11/8/2005
    	
 
    	
2014
    	
 
    	
5/24/2006
    
	
1761
    	
 
    	
6/16/2005
    	
 
    	
1866
    	
 
    	
11/11/2005
    	
 
    	
2018
    	
 
    	
5/30/2006
    
	
1764
    	
 
    	
6/21/2005
    	
 
    	
1869
    	
 
    	
11/15/2005
    	
 
    	
2023
    	
 
    	
6/5/2006
    
	
1767
    	
 
    	
6/24/2005
    	
 
    	
1872
    	
 
    	
11/18/2005
    	
 
    	
2028
    	
 
    	
6/8/2006
    
	
1770
    	
 
    	
6/29/2005
    	
 
    	
1875
    	
 
    	
11/23/2005
    	
 
    	
2032
    	
 
    	
6/14/2006
    
	
1773
    	
 
    	
7/5/2005
    	
 
    	
1878
    	
 
    	
11/29/2005
    	
 
    	
2036
    	
 
    	
6/19/2006
    
	
1776
    	
 
    	
7/8/2005
    	
 
    	
1881
    	
 
    	
12/2/2005
    	
 
    	
2041
    	
 
    	
6/23/2006
    
	
1779
    	
 
    	
7/13/2005
    	
 
    	
1886
    	
 
    	
12/8/2005
    	
 
    	
2046
    	
 
    	
6/28/2006
    
	
1782
    	
 
    	
7/18/2005
    	
 
    	
1890
    	
 
    	
12/14/2005
    	
 
    	
2050
    	
 
    	
7/5/2006
    
	
1785
    	
 
    	
7/21/2005
    	
 
    	
1895
    	
 
    	
12/20/2005
    	
 
    	
2054
    	
 
    	
7/10/2006
    
	
1788
    	
 
    	
7/26/2005
    	
 
    	
1899
    	
 
    	
1/4/2006
    	
 
    	
2059
    	
 
    	
7/14/2006
    
	
1791
    	
 
    	
7/29/2005
    	
 
    	
1904
    	
 
    	
1/10/2006
    	
 
    	
2064
    	
 
    	
7/19/2006
    
	
1794
    	
 
    	
8/3/2005
    	
 
    	
1909
    	
 
    	
1/16/2006
    	
 
    	
2067
    	
 
    	
7/24/2006
    
	
1797
    	
 
    	
8/8/2005
    	
 
    	
1913
    	
 
    	
1/20/2006
    	
 
    	
2071
    	
 
    	
7/27/2006
    
	
1800
    	
 
    	
8/11/2005
    	
 
    	
1918
    	
 
    	
1/26/2006
    	
 
    	
2075
    	
 
    	
8/1/2006
    
	
1803
    	
 
    	
8/16/2005
    	
 
    	
1922
    	
 
    	
2/1/2006
    	
 
    	
2079
    	
 
    	
8/4/2006
    
	
1806
    	
 
    	
8/19/2005
    	
 
    	
1927
    	
 
    	
2/7/2006
    	
 
    	
2084
    	
 
    	
8/9/2006
    
	
1809
    	
 
    	
8/24/2005
    	
 
    	
1931
    	
 
    	
2/13/2006
    	
 
    	
2087
    	
 
    	
8/14/2006
    
	
1812
    	
 
    	
8/29/2005
    	
 
    	
1936
    	
 
    	
2/17/2006
    	
 
    	
2091
    	
 
    	
8/17/2006
    
	
1815
    	
 
    	
9/1/2005
    	
 
    	
1940
    	
 
    	
2/23/2006
    	
 
    	
2095
    	
 
    	
8/22/2006
    
	
1818
    	
 
    	
9/7/2005
    	
 
    	
1945
    	
 
    	
3/1/2006
    	
 
    	
2099
    	
 
    	
8/25/2006
    
	
1821
    	
 
    	
9/12/2005
    	
 
    	
1950
    	
 
    	
3/7/2006
    	
 
    	
2103
    	
 
    	
8/30/2006
    
	
1824
    	
 
    	
9/15/2005
    	
 
    	
1954
    	
 
    	
3/13/2006
    	
 
    	
2107
    	
 
    	
9/5/2006
    
	
1827
    	
 
    	
9/20/2005
    	
 
    	
1959
    	
 
    	
3/17/2006
    	
 
    	
2111
    	
 
    	
9/8/2006
    
	
1830
    	
 
    	
9/23/2005
    	
 
    	
1963
    	
 
    	
3/23/2006
    	
 
    	
2115
    	
 
    	
9/13/2006
    
	
1833
    	
 
    	
9/28/2005
    	
 
    	
1968
    	
 
    	
3/29/2006
    	
 
    	
2119
    	
 
    	
9/18/2006
    
	
1836
    	
 
    	
10/3/2005
    	
 
    	
1973
    	
 
    	
4/4/2006
    	
 
    	
2123
    	
 
    	
9/21/2006
    
	
1839
    	
 
    	
10/6/2005
    	
 
    	
1977
    	
 
    	
4/10/2006
    	
 
    	
2127
    	
 
    	
9/26/2006
    


 

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 8

 

WICHITA
 737NG HORIZONTAL STABILIZER
 PRODUCTION DELIVERY SCHEDULE R-142R2 — continued

 

	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    
	
2131
    	
 
    	
9/29/2006
    	
 
    	
2272
    	
 
    	
3/8/2007
    
	
2135
    	
 
    	
10/4/2006
    	
 
    	
2275
    	
 
    	
3/13/2007
    
	
2139
    	
 
    	
10/9/2006
    	
 
    	
2279
    	
 
    	
3/16/2007
    
	
2143
    	
 
    	
10/12/2006
    	
 
    	
2284
    	
 
    	
3/21/2007
    
	
2147
    	
 
    	
10/17/2006
    	
 
    	
2287
    	
 
    	
3/26/2007
    
	
2151
    	
 
    	
10/20/2006
    	
 
    	
2291
    	
 
    	
3/29/2007
    
	
2155
    	
 
    	
10/25/2006
    	
 
    	
2295
    	
 
    	
4/3/3007
    
	
2159
    	
 
    	
10/30/2006
    	
 
    	
2299
    	
 
    	
4/6/2007
    
	
2163
    	
 
    	
11/2/2006
    	
 
    	
2304
    	
 
    	
4/11/2007
    
	
2167
    	
 
    	
11/7/2006
    	
 
    	
2307
    	
 
    	
4/16/2007
    
	
2170
    	
 
    	
11/10/2006
    	
 
    	
2311
    	
 
    	
4/19/2007
    
	
2174
    	
 
    	
11/15/2006
    	
 
    	
2315
    	
 
    	
4/24/2007
    
	
2179
    	
 
    	
11/20/2006
    	
 
    	
2320
    	
 
    	
4/27/2007
    
	
2183
    	
 
    	
11/27/2006
    	
 
    	
2323
    	
 
    	
5/2/2007
    
	
2187
    	
 
    	
11/30/2006
    	
 
    	
2327
    	
 
    	
5/7/2007
    
	
2191
    	
 
    	
12/5/2006
    	
 
    	
2331
    	
 
    	
5/10/2007
    
	
2196
    	
 
    	
12/8/2006
    	
 
    	
2335
    	
 
    	
5/15/2007
    
	
2199
    	
 
    	
12/13/2006
    	
 
    	
2339
    	
 
    	
5/18/2007
    
	
2203
    	
 
    	
12/18/2006
    	
 
    	
2343
    	
 
    	
5/23/2007
    
	
2207
    	
 
    	
12/21/2006
    	
 
    	
2347
    	
 
    	
5/29/2007
    
	
2211
    	
 
    	
1/4/2007
    	
 
    	
2351
    	
 
    	
6/1/2007
    
	
2215
    	
 
    	
1/9/2007
    	
 
    	
2356
    	
 
    	
6/6/2007
    
	
2220
    	
 
    	
1/12/2007
    	
 
    	
2359
    	
 
    	
6/11/2007
    
	
2223
    	
 
    	
1/17/2007
    	
 
    	
2363
    	
 
    	
6/14/2007
    
	
2227
    	
 
    	
1/22/2007
    	
 
    	
2367
    	
 
    	
6/19/2007
    
	
2231
    	
 
    	
1/25/2007
    	
 
    	
2372
    	
 
    	
6/22/2007
    
	
2235
    	
 
    	
1/30/2007
    	
 
    	
2375
    	
 
    	
6/27/2007
    
	
2240
    	
 
    	
2/2/2007
    	
 
    	
2379
    	
 
    	
7/2/2007
    
	
2243
    	
 
    	
2/7/2007
    	
 
    	
2383
    	
 
    	
7/6/2007
    
	
2247
    	
 
    	
2/12/2007
    	
 
    	
2388
    	
 
    	
7/11/2007
    
	
2251
    	
 
    	
2/15/2007
    	
 
    	
2391
    	
 
    	
7/16/2007
    
	
2255
    	
 
    	
2/20/2007
    	
 
    	
2395
    	
 
    	
7/19/2007
    
	
2259
    	
 
    	
2/23/2007
    	
 
    	
2399
    	
 
    	
7/24/2007
    
	
2264
    	
 
    	
2/28/2007
    	
 
    	
 
    	
 
    	
 
    
	
2268
    	
 
    	
3/5/2007
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

THE BALANCE OF THIS SCHEDULE IS FOR PLANNING PURPOSES ONLY

 

	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    
	
S/S 1
    	
 
    	
8/1/2007
    	
 
    	
S/S 22
    	
 
    	
11/1/2007
    	
 
    	
S/S 43
    	
 
    	
5/1/2008
    
	
S/S 2
    	
 
    	
8/1/2007
    	
 
    	
S/S 23
    	
 
    	
11/1/2007
    	
 
    	
S/S 44
    	
 
    	
5/1/2008
    
	
S/S 3
    	
 
    	
8/1/2007
    	
 
    	
S/S 24
    	
 
    	
11/1/2007
    	
 
    	
S/S 45
    	
 
    	
5/1/2008
    
	
S/S 4
    	
 
    	
8/1/2007
    	
 
    	
S/S 25
    	
 
    	
12/1/2007
    	
 
    	
S/S 46
    	
 
    	
5/1/2008
    
	
S/S 5
    	
 
    	
8/1/2007
    	
 
    	
S/S 26
    	
 
    	
12/1/2007
    	
 
    	
S/S 47
    	
 
    	
6/1/2009
    
	
S/S 6
    	
 
    	
8/1/2007
    	
 
    	
S/S 27
    	
 
    	
1/1/2008
    	
 
    	
S/S 48
    	
 
    	
6/1/2008
    
	
S/S 7
    	
 
    	
9/1/2007
    	
 
    	
S/S 28
    	
 
    	
1/1/2008
    	
 
    	
S/S 49
    	
 
    	
6/1/2008
    
	
S/S 8
    	
 
    	
9/1/2007
    	
 
    	
S/S 29
    	
 
    	
1/1/2008
    	
 
    	
S/S 50
    	
 
    	
7/1/2008
    
	
S/S 9
    	
 
    	
9/1/2007
    	
 
    	
S/S 30
    	
 
    	
1/1/2008
    	
 
    	
S/S 51
    	
 
    	
7/1/2008
    
	
S/S 10
    	
 
    	
9/1/2007
    	
 
    	
S/S 31
    	
 
    	
2/1/2008
    	
 
    	
S/S 52
    	
 
    	
7/1/2008
    
	
S/S 11
    	
 
    	
9/1/2007
    	
 
    	
S/S 32
    	
 
    	
2/1/2008
    	
 
    	
S/S 53
    	
 
    	
8/1/2008
    
	
S/S 12
    	
 
    	
9/1/2007
    	
 
    	
S/S 33
    	
 
    	
2/1/2008
    	
 
    	
S/S 54
    	
 
    	
8/1/2008
    
	
S/S 13
    	
 
    	
10/1/2007
    	
 
    	
S/S 34
    	
 
    	
2/1/2008
    	
 
    	
S/S 55
    	
 
    	
8/1/2008
    
	
S/S 14
    	
 
    	
10/1/2007
    	
 
    	
S/S 35
    	
 
    	
3/1/2008
    	
 
    	
S/S 56
    	
 
    	
9/1/2008
    
	
S/S 15
    	
 
    	
10/1/2007
    	
 
    	
S/S 36
    	
 
    	
3/1/2008
    	
 
    	
S/S 57
    	
 
    	
9/1/2008
    
	
S/S 16
    	
 
    	
10/1/2007
    	
 
    	
S/S 37
    	
 
    	
3/1/2008
    	
 
    	
S/S 58
    	
 
    	
9/1/2008
    
	
S/S 17
    	
 
    	
10/1/2007
    	
 
    	
S/S 38
    	
 
    	
3/1/2008
    	
 
    	
S/S 59
    	
 
    	
10/1/2008
    
	
S/S18
    	
 
    	
10/1/2007
    	
 
    	
S/S 39
    	
 
    	
4/1/2008
    	
 
    	
S/S 60
    	
 
    	
10/1/2008
    
	
S/S 19
    	
 
    	
11/1/2007
    	
 
    	
S/S 40
    	
 
    	
4/1/2008
    	
 
    	
S/S 61
    	
 
    	
10/1/2008
    
	
S/S 20
    	
 
    	
11/1/2007
    	
 
    	
S/S 41
    	
 
    	
4/1/2008
    	
 
    	
END OF PRODUCTION
    
	
S/S 21
    	
 
    	
11/1/2007
    	
 
    	
S/S 42
    	
 
    	
4/1/ 2008
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

Wichita
 737NG Vertical Fin
 Master Schedule R-142R2

 

	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    	
 
    	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    	
 
    	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO

BOEING
    
	
1
    	
 
    	
1731
    	
 
    	
5/2/2005
    	
 
    	
36
    	
 
    	
1811
    	
 
    	
8/25/2005
    	
 
    	
71
    	
 
    	
1902
    	
 
    	
1/9/2006
    
	
2
    	
 
    	
1732
    	
 
    	
5/3/2005
    	
 
    	
37
    	
 
    	
1814
    	
 
    	
8/30/2005
    	
 
    	
72
    	
 
    	
1904
    	
 
    	
1/10/2006
    
	
3
    	
 
    	
1734
    	
 
    	
5/6/2005
    	
 
    	
38
    	
 
    	
1816
    	
 
    	
9/1/2005
    	
 
    	
73
    	
 
    	
1905
    	
 
    	
1/12/2006
    
	
4
    	
 
    	
1737
    	
 
    	
5/11/2005
    	
 
    	
39
    	
 
    	
1819
    	
 
    	
9/7/2005
    	
 
    	
74
    	
 
    	
1907
    	
 
    	
1/16/2006
    
	
5
    	
 
    	
1740
    	
 
    	
5/16/2005
    	
 
    	
40
    	
 
    	
1821
    	
 
    	
9/9/2005
    	
 
    	
75
    	
 
    	
1910
    	
 
    	
1/18/2006
    
	
6
    	
 
    	
1743
    	
 
    	
5/19/2005
    	
 
    	
41
    	
 
    	
1822
    	
 
    	
9/12/2005
    	
 
    	
76
    	
 
    	
1912
    	
 
    	
1/19/2006
    
	
7
    	
 
    	
1746
    	
 
    	
5/24/2005
    	
 
    	
42
    	
 
    	
1824
    	
 
    	
9/14/2005
    	
 
    	
77
    	
 
    	
1913
    	
 
    	
1/23/2006
    
	
8
    	
 
    	
1749
    	
 
    	
5/27/2005
    	
 
    	
43
    	
 
    	
1826
    	
 
    	
9/16/2005
    	
 
    	
78
    	
 
    	
1915
    	
 
    	
1/25/2006
    
	
9
    	
 
    	
1751
    	
 
    	
6/1/2005
    	
 
    	
44
    	
 
    	
1829
    	
 
    	
9/21/2005
    	
 
    	
79
    	
 
    	
1918
    	
 
    	
1/27/2006
    
	
10
    	
 
    	
1754
    	
 
    	
6/6/2005
    	
 
    	
45
    	
 
    	
1831
    	
 
    	
9/23/2005
    	
 
    	
80
    	
 
    	
1920
    	
 
    	
1/30/2006
    
	
11
    	
 
    	
1756
    	
 
    	
6/8/2005
    	
 
    	
46
    	
 
    	
1834
    	
 
    	
9/28/2005
    	
 
    	
81
    	
 
    	
1921
    	
 
    	
2/1/2006
    
	
12
    	
 
    	
1757
    	
 
    	
6/9/2005
    	
 
    	
47
    	
 
    	
1836
    	
 
    	
9/30/2005
    	
 
    	
82
    	
 
    	
1923
    	
 
    	
2/3/2006
    
	
13
    	
 
    	
1759
    	
 
    	
6/13/2005
    	
 
    	
48
    	
 
    	
1839
    	
 
    	
10/5/2005
    	
 
    	
83
    	
 
    	
1926
    	
 
    	
2/7/2006
    
	
14
    	
 
    	
1761
    	
 
    	
6/15/2005
    	
 
    	
49
    	
 
    	
1841
    	
 
    	
10/7/2005
    	
 
    	
84
    	
 
    	
1928
    	
 
    	
2/8/2006
    
	
15
    	
 
    	
1764
    	
 
    	
6/20/2005
    	
 
    	
50
    	
 
    	
1842
    	
 
    	
10/10/2005
    	
 
    	
85
    	
 
    	
1929
    	
 
    	
2/10/2006
    
	
16
    	
 
    	
1766
    	
 
    	
6/22/2005
    	
 
    	
51
    	
 
    	
1844
    	
 
    	
10/12/2005
    	
 
    	
86
    	
 
    	
1931
    	
 
    	
2/14/2006
    
	
17
    	
 
    	
1769
    	
 
    	
6/27/2005
    	
 
    	
52
    	
 
    	
1846
    	
 
    	
10/14/2005
    	
 
    	
87
    	
 
    	
1934
    	
 
    	
2/16/2006
    
	
18
    	
 
    	
1771
    	
 
    	
6/29/2005
    	
 
    	
53
    	
 
    	
1849
    	
 
    	
10/19/2005
    	
 
    	
88
    	
 
    	
1936
    	
 
    	
2/17/2006
    
	
19
    	
 
    	
1774
    	
 
    	
7/5/2005
    	
 
    	
54
    	
 
    	
1851
    	
 
    	
10/21/2005
    	
 
    	
89
    	
 
    	
1937
    	
 
    	
2/21/2006
    
	
20
    	
 
    	
1776
    	
 
    	
7/7/2005
    	
 
    	
55
    	
 
    	
1854
    	
 
    	
10/26/2005
    	
 
    	
90
    	
 
    	
1939
    	
 
    	
2/23/2006
    
	
21
    	
 
    	
1779
    	
 
    	
7/12/2005
    	
 
    	
56
    	
 
    	
1856
    	
 
    	
10/28/2005
    	
 
    	
91
    	
 
    	
1942
    	
 
    	
2/27/2006
    
	
22
    	
 
    	
1781
    	
 
    	
7/14/2005
    	
 
    	
57
    	
 
    	
1859
    	
 
    	
11/2/2005
    	
 
    	
92
    	
 
    	
1944
    	
 
    	
2/28/2006
    
	
23
    	
 
    	
1784
    	
 
    	
7/19/2005
    	
 
    	
58
    	
 
    	
1861
    	
 
    	
11/3/2005
    	
 
    	
93
    	
 
    	
1945
    	
 
    	
3/2/2006
    
	
24
    	
 
    	
1786
    	
 
    	
7/21/2005
    	
 
    	
59
    	
 
    	
1866
    	
 
    	
11/10/2005
    	
 
    	
94
    	
 
    	
1947
    	
 
    	
3/3/2006
    
	
25
    	
 
    	
1789
    	
 
    	
7/26/2005
    	
 
    	
60
    	
 
    	
1870
    	
 
    	
11/15/2005
    	
 
    	
95
    	
 
    	
1949
    	
 
    	
3/7/2006
    
	
26
    	
 
    	
1791
    	
 
    	
7/28/2005
    	
 
    	
61
    	
 
    	
1873
    	
 
    	
11/18/2005
    	
 
    	
96
    	
 
    	
1951
    	
 
    	
3/8/2006
    
	
27
    	
 
    	
1794
    	
 
    	
8/2/2005
    	
 
    	
62
    	
 
    	
1877
    	
 
    	
11/23/2005
    	
 
    	
97
    	
 
    	
1952
    	
 
    	
3/10/2006
    
	
28
    	
 
    	
1795
    	
 
    	
8/3/2005
    	
 
    	
63
    	
 
    	
1880
    	
 
    	
11/30/2005
    	
 
    	
98
    	
 
    	
1954
    	
 
    	
3/13/2006
    
	
29
    	
 
    	
1796
    	
 
    	
8/4/2005
    	
 
    	
64
    	
 
    	
1883
    	
 
    	
12/5/2005
    	
 
    	
99
    	
 
    	
1956
    	
 
    	
3/15/2006
    
	
30
    	
 
    	
1799
    	
 
    	
8/9/2005
    	
 
    	
65
    	
 
    	
1886
    	
 
    	
12/7/2005
    	
 
    	
100
    	
 
    	
1958
    	
 
    	
3/16/2006
    
	
31
    	
 
    	
1801
    	
 
    	
8/11/2005
    	
 
    	
66
    	
 
    	
1889
    	
 
    	
12/15/2005
    	
 
    	
101
    	
 
    	
1959
    	
 
    	
3/20/2006
    
	
32
    	
 
    	
1803
    	
 
    	
8/15/2005
    	
 
    	
67
    	
 
    	
1891
    	
 
    	
12/16/2005
    	
 
    	
102
    	
 
    	
1961
    	
 
    	
3/21/2006
    
	
33
    	
 
    	
1804
    	
 
    	
8/16/2005
    	
 
    	
68
    	
 
    	
1893
    	
 
    	
12/19/2005
    	
 
    	
103
    	
 
    	
1962
    	
 
    	
3/23/2006
    
	
34
    	
 
    	
1806
    	
 
    	
8/18/2005
    	
 
    	
69
    	
 
    	
1894
    	
 
    	
12/22/2005
    	
 
    	
104
    	
 
    	
1964
    	
 
    	
3/24/2006
    
	
35
    	
 
    	
1809
    	
 
    	
8/23/2005
    	
 
    	
70
    	
 
    	
1897
    	
 
    	
1/5/2006
    	
 
    	
105
    	
 
    	
1966
    	
 
    	
3/28/2006
    


 

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 8

 

Wichita
 737NG Vertical Fin
 Master Schedule R-142R2 — continued

 

	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    	
 
    	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    	
 
    	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    
	
106
    	
 
    	
1968
    	
 
    	
3/29/2006
    	
 
    	
141
    	
 
    	
2030
    	
 
    	
6/13/2006
    	
 
    	
176
    	
 
    	
2099
    	
 
    	
8/25/2006
    
	
107
    	
 
    	
1969
    	
 
    	
3/31/2006
    	
 
    	
142
    	
 
    	
2032
    	
 
    	
6/14/2006
    	
 
    	
177
    	
 
    	
2101
    	
 
    	
8/29/2006
    
	
108
    	
 
    	
1971
    	
 
    	
4/3/2006
    	
 
    	
143
    	
 
    	
2034
    	
 
    	
6/16/2006
    	
 
    	
178
    	
 
    	
2103
    	
 
    	
8/30/2006
    
	
109
    	
 
    	
1973
    	
 
    	
4/5/2006
    	
 
    	
144
    	
 
    	
2036
    	
 
    	
6/19/2006
    	
 
    	
179
    	
 
    	
2105
    	
 
    	
9/1/2006
    
	
110
    	
 
    	
1975
    	
 
    	
4/6/2006
    	
 
    	
145
    	
 
    	
2038
    	
 
    	
6/21/2006
    	
 
    	
180
    	
 
    	
2107
    	
 
    	
9/5/2006
    
	
111
    	
 
    	
1976
    	
 
    	
4/10/2006
    	
 
    	
146
    	
 
    	
2039
    	
 
    	
6/22/2006
    	
 
    	
181
    	
 
    	
2109
    	
 
    	
9/7/2006
    
	
112
    	
 
    	
1978
    	
 
    	
4/11/2006
    	
 
    	
147
    	
 
    	
2041
    	
 
    	
6/26/2006
    	
 
    	
182
    	
 
    	
2111
    	
 
    	
9/8/2006
    
	
113
    	
 
    	
1979
    	
 
    	
4/13/2006
    	
 
    	
148
    	
 
    	
2043
    	
 
    	
6/27/2006
    	
 
    	
183
    	
 
    	
2113
    	
 
    	
9/12/2006
    
	
114
    	
 
    	
1982
    	
 
    	
4/14/2006
    	
 
    	
149
    	
 
    	
2045
    	
 
    	
6/29/2006
    	
 
    	
184
    	
 
    	
2115
    	
 
    	
9/13/2006
    
	
115
    	
 
    	
1983
    	
 
    	
4/18/2006
    	
 
    	
150
    	
 
    	
2047
    	
 
    	
6/30/2006
    	
 
    	
185
    	
 
    	
2117
    	
 
    	
9/15/2006
    
	
116
    	
 
    	
1985
    	
 
    	
4/19/2006
    	
 
    	
151
    	
 
    	
2049
    	
 
    	
7/5/2006
    	
 
    	
186
    	
 
    	
2119
    	
 
    	
9/18/2006
    
	
117
    	
 
    	
1986
    	
 
    	
4/21/2006
    	
 
    	
152
    	
 
    	
2051
    	
 
    	
7/6/2006
    	
 
    	
187
    	
 
    	
2121
    	
 
    	
9/20/2006
    
	
118
    	
 
    	
1988
    	
 
    	
4/24/2006
    	
 
    	
153
    	
 
    	
2053
    	
 
    	
7/10/2006
    	
 
    	
188
    	
 
    	
2123
    	
 
    	
9/21/2006
    
	
119
    	
 
    	
1990
    	
 
    	
4/26/2006
    	
 
    	
154
    	
 
    	
2055
    	
 
    	
7/11/2006
    	
 
    	
189
    	
 
    	
2125
    	
 
    	
9/25/2006
    
	
120
    	
 
    	
1992
    	
 
    	
4/27/2006
    	
 
    	
155
    	
 
    	
2057
    	
 
    	
7/13/2006
    	
 
    	
190
    	
 
    	
2127
    	
 
    	
9/26/2006
    
	
121
    	
 
    	
1993
    	
 
    	
5/1/2006
    	
 
    	
156
    	
 
    	
2059
    	
 
    	
7/14/2006
    	
 
    	
191
    	
 
    	
2129
    	
 
    	
9/28/2006
    
	
122
    	
 
    	
1995
    	
 
    	
5/2/2006
    	
 
    	
157
    	
 
    	
2061
    	
 
    	
7/18/2006
    	
 
    	
192
    	
 
    	
2131
    	
 
    	
9/29/2006
    
	
123
    	
 
    	
1997
    	
 
    	
5/4/2006
    	
 
    	
158
    	
 
    	
2063
    	
 
    	
7/19/2006
    	
 
    	
193
    	
 
    	
2133
    	
 
    	
10/3/2006
    
	
124
    	
 
    	
1999
    	
 
    	
5/5/2006
    	
 
    	
159
    	
 
    	
2065
    	
 
    	
7/21/2006
    	
 
    	
194
    	
 
    	
2135
    	
 
    	
10/4/2006
    
	
125
    	
 
    	
2001
    	
 
    	
5/9/2006
    	
 
    	
160
    	
 
    	
2067
    	
 
    	
7/24/2006
    	
 
    	
195
    	
 
    	
2137
    	
 
    	
10/6/2006
    
	
126
    	
 
    	
2002
    	
 
    	
5/10/2006
    	
 
    	
161
    	
 
    	
2069
    	
 
    	
7/26/2006
    	
 
    	
196
    	
 
    	
2139
    	
 
    	
10/9/2006
    
	
127
    	
 
    	
2003
    	
 
    	
5/12/2006
    	
 
    	
162
    	
 
    	
2071
    	
 
    	
7/27/2006
    	
 
    	
197
    	
 
    	
2141
    	
 
    	
10/11/2006
    
	
128
    	
 
    	
2006
    	
 
    	
5/15/2006
    	
 
    	
163
    	
 
    	
2073
    	
 
    	
7/31/2006
    	
 
    	
198
    	
 
    	
2143
    	
 
    	
10/12/2006
    
	
129
    	
 
    	
2007
    	
 
    	
5/17/2006
    	
 
    	
164
    	
 
    	
2075
    	
 
    	
8/1/2006
    	
 
    	
199
    	
 
    	
2145
    	
 
    	
10/16/2006
    
	
130
    	
 
    	
2009
    	
 
    	
5/18/2006
    	
 
    	
165
    	
 
    	
2077
    	
 
    	
8/3/2006
    	
 
    	
200
    	
 
    	
2147
    	
 
    	
10/17/2006
    
	
131
    	
 
    	
2010
    	
 
    	
5/22/2006
    	
 
    	
166
    	
 
    	
2079
    	
 
    	
8/4/2006
    	
 
    	
201
    	
 
    	
2149
    	
 
    	
10/19/2006
    
	
132
    	
 
    	
2012
    	
 
    	
5/23/2006
    	
 
    	
167
    	
 
    	
2081
    	
 
    	
8/8/2006
    	
 
    	
202
    	
 
    	
2151
    	
 
    	
10/20/2006
    
	
133
    	
 
    	
2014
    	
 
    	
5/25/2006
    	
 
    	
168
    	
 
    	
2083
    	
 
    	
8/9/2006
    	
 
    	
203
    	
 
    	
2153
    	
 
    	
10/24/2006
    
	
134
    	
 
    	
2016
    	
 
    	
5/26/2006
    	
 
    	
169
    	
 
    	
2085
    	
 
    	
8/11/2006
    	
 
    	
204
    	
 
    	
2155
    	
 
    	
10/25/2006
    
	
135
    	
 
    	
2018
    	
 
    	
5/31/2006
    	
 
    	
170
    	
 
    	
2087
    	
 
    	
8/14/2006
    	
 
    	
205
    	
 
    	
2157
    	
 
    	
10/27/2006
    
	
136
    	
 
    	
2020
    	
 
    	
6/1/2006
    	
 
    	
171
    	
 
    	
2089
    	
 
    	
8/16/2006
    	
 
    	
206
    	
 
    	
2159
    	
 
    	
10/30/2006
    
	
137
    	
 
    	
2022
    	
 
    	
6/5/2006
    	
 
    	
172
    	
 
    	
2091
    	
 
    	
8/17/2006
    	
 
    	
207
    	
 
    	
2161
    	
 
    	
11/1/2006
    
	
138
    	
 
    	
2024
    	
 
    	
6/6/2006
    	
 
    	
173
    	
 
    	
2093
    	
 
    	
8/21/2006
    	
 
    	
208
    	
 
    	
2163
    	
 
    	
11/2/2006
    
	
139
    	
 
    	
2026
    	
 
    	
6/8/2006
    	
 
    	
174
    	
 
    	
2095
    	
 
    	
8/22/2006
    	
 
    	
209
    	
 
    	
2165
    	
 
    	
11/6/2006
    
	
140
    	
 
    	
2028
    	
 
    	
6/9/2006
    	
 
    	
175
    	
 
    	
2097
    	
 
    	
8/24/2006
    	
 
    	
210
    	
 
    	
2167
    	
 
    	
11/7/2006
    


 

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 8

 

Wichita
 737NG Vertical Fin
 Master Schedule R-142R2 — continued

 

	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    	
 
    	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    	
 
    	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    
	
211
    	
 
    	
2169
    	
 
    	
11/9/2006
    	
 
    	
246
    	
 
    	
2239
    	
 
    	
2//2/2007
    	
 
    	
281
    	
 
    	
2309
    	
 
    	
4/18/2007
    
	
212
    	
 
    	
2171
    	
 
    	
11/10/2006
    	
 
    	
247
    	
 
    	
2241
    	
 
    	
2/6/2007
    	
 
    	
282
    	
 
    	
2311
    	
 
    	
4/19/2007
    
	
213
    	
 
    	
2173
    	
 
    	
11/14/2006
    	
 
    	
248
    	
 
    	
2243
    	
 
    	
2/7/2007
    	
 
    	
283
    	
 
    	
2313
    	
 
    	
4/23/2007
    
	
214
    	
 
    	
2175
    	
 
    	
11/15/2006
    	
 
    	
249
    	
 
    	
2245
    	
 
    	
2/9/2007
    	
 
    	
284
    	
 
    	
2315
    	
 
    	
4/24/2007
    
	
215
    	
 
    	
2177
    	
 
    	
11/17/2006
    	
 
    	
250
    	
 
    	
2247
    	
 
    	
2/12/2007
    	
 
    	
285
    	
 
    	
2317
    	
 
    	
4/26/2007
    
	
216
    	
 
    	
2179
    	
 
    	
11/20/2006
    	
 
    	
251
    	
 
    	
2249
    	
 
    	
2/14/2007
    	
 
    	
286
    	
 
    	
2319
    	
 
    	
4/27/2007
    
	
217
    	
 
    	
2181
    	
 
    	
11/22/2006
    	
 
    	
252
    	
 
    	
2251
    	
 
    	
2/15/2007
    	
 
    	
287
    	
 
    	
2321
    	
 
    	
5/1/2007
    
	
218
    	
 
    	
2183
    	
 
    	
11/27/2006
    	
 
    	
253
    	
 
    	
2253
    	
 
    	
2/19/2007
    	
 
    	
288
    	
 
    	
2323
    	
 
    	
5/2/2007
    
	
219
    	
 
    	
2185
    	
 
    	
11/29/2006
    	
 
    	
254
    	
 
    	
2255
    	
 
    	
2/20/2007
    	
 
    	
289
    	
 
    	
2325
    	
 
    	
5/4/2007
    
	
220
    	
 
    	
2187
    	
 
    	
11/30/2006
    	
 
    	
255
    	
 
    	
2257
    	
 
    	
2/22/2007
    	
 
    	
290
    	
 
    	
2327
    	
 
    	
5/7/2007
    
	
221
    	
 
    	
2189
    	
 
    	
12/4/2006
    	
 
    	
256
    	
 
    	
2259
    	
 
    	
2/23/2007
    	
 
    	
291
    	
 
    	
2329
    	
 
    	
5/9/2007
    
	
222
    	
 
    	
2191
    	
 
    	
12/5/2006
    	
 
    	
257
    	
 
    	
2261
    	
 
    	
2/27/2007
    	
 
    	
292
    	
 
    	
2331
    	
 
    	
5/10/2007
    
	
223
    	
 
    	
2193
    	
 
    	
12/7/2006
    	
 
    	
258
    	
 
    	
2263
    	
 
    	
2/28/2007
    	
 
    	
293
    	
 
    	
2333
    	
 
    	
5/14/2007
    
	
224
    	
 
    	
2195
    	
 
    	
12/8/2006
    	
 
    	
259
    	
 
    	
2265
    	
 
    	
3/2/2007
    	
 
    	
294
    	
 
    	
2335
    	
 
    	
5/15/2007
    
	
225
    	
 
    	
2197
    	
 
    	
12/12/2006
    	
 
    	
260
    	
 
    	
2267
    	
 
    	
3/5/2007
    	
 
    	
295
    	
 
    	
2337
    	
 
    	
5/17/2007
    
	
226
    	
 
    	
2199
    	
 
    	
12/13/2006
    	
 
    	
261
    	
 
    	
2269
    	
 
    	
3/7/2007
    	
 
    	
296
    	
 
    	
2339
    	
 
    	
5/18/2007
    
	
227
    	
 
    	
2201
    	
 
    	
12/15/2006
    	
 
    	
262
    	
 
    	
2271
    	
 
    	
3/8/2007
    	
 
    	
297
    	
 
    	
2341
    	
 
    	
5/22/2007
    
	
228
    	
 
    	
2203
    	
 
    	
12/18/2006
    	
 
    	
263
    	
 
    	
2273
    	
 
    	
3/12/2007
    	
 
    	
298
    	
 
    	
2343
    	
 
    	
5/23/2007
    
	
229
    	
 
    	
2205
    	
 
    	
12/20/2006
    	
 
    	
264
    	
 
    	
2275
    	
 
    	
3/13/2007
    	
 
    	
299
    	
 
    	
2345
    	
 
    	
5/25/2007
    
	
230
    	
 
    	
2207
    	
 
    	
12/21/2006
    	
 
    	
265
    	
 
    	
2277
    	
 
    	
3/15/2007
    	
 
    	
300
    	
 
    	
2347
    	
 
    	
5/29/2007
    
	
231
    	
 
    	
2209
    	
 
    	
1/3/2007
    	
 
    	
266
    	
 
    	
2279
    	
 
    	
3/16/2007
    	
 
    	
301
    	
 
    	
2349
    	
 
    	
5/31/2007
    
	
232
    	
 
    	
2211
    	
 
    	
1/4/2007
    	
 
    	
267
    	
 
    	
2281
    	
 
    	
3/20/2007
    	
 
    	
302
    	
 
    	
2351
    	
 
    	
6/1/2007
    
	
233
    	
 
    	
2213
    	
 
    	
1/8/2007
    	
 
    	
268
    	
 
    	
2283
    	
 
    	
3/21/2007
    	
 
    	
303
    	
 
    	
2353
    	
 
    	
6/5/2007
    
	
234
    	
 
    	
2215
    	
 
    	
1/9/2007
    	
 
    	
269
    	
 
    	
2285
    	
 
    	
3/23/2007
    	
 
    	
304
    	
 
    	
2355
    	
 
    	
6/6/2007
    
	
235
    	
 
    	
2217
    	
 
    	
1/11/2007
    	
 
    	
270
    	
 
    	
2287
    	
 
    	
3/26/2007
    	
 
    	
305
    	
 
    	
2357
    	
 
    	
6/8/2007
    
	
236
    	
 
    	
2219
    	
 
    	
1/12/2007
    	
 
    	
271
    	
 
    	
2289
    	
 
    	
3/28/2007
    	
 
    	
306
    	
 
    	
2359
    	
 
    	
6/11/2007
    
	
237
    	
 
    	
2221
    	
 
    	
1/16/2007
    	
 
    	
272
    	
 
    	
2291
    	
 
    	
3/29/2007
    	
 
    	
307
    	
 
    	
2361
    	
 
    	
6/13/2007
    
	
238
    	
 
    	
2223
    	
 
    	
1/17/2007
    	
 
    	
273
    	
 
    	
2293
    	
 
    	
4/2/2007
    	
 
    	
308
    	
 
    	
2363
    	
 
    	
6/14/2007
    
	
239
    	
 
    	
2225
    	
 
    	
1/19/2007
    	
 
    	
274
    	
 
    	
2295
    	
 
    	
4/3/2007
    	
 
    	
309
    	
 
    	
2365
    	
 
    	
6/18/2007
    
	
240
    	
 
    	
2227
    	
 
    	
1/22/2007
    	
 
    	
275
    	
 
    	
2297
    	
 
    	
4/5/2007
    	
 
    	
310
    	
 
    	
2367
    	
 
    	
6/19/2007
    
	
241
    	
 
    	
2229
    	
 
    	
1/24/2007
    	
 
    	
276
    	
 
    	
2299
    	
 
    	
4/6/2007
    	
 
    	
311
    	
 
    	
2369
    	
 
    	
6/21/2007
    
	
242
    	
 
    	
2231
    	
 
    	
1/25/2007
    	
 
    	
277
    	
 
    	
2301
    	
 
    	
4/10/2007
    	
 
    	
312
    	
 
    	
2371
    	
 
    	
6/22/2007
    
	
243
    	
 
    	
2233
    	
 
    	
1/29/2007
    	
 
    	
278
    	
 
    	
2303
    	
 
    	
4/11/2007
    	
 
    	
313
    	
 
    	
2373
    	
 
    	
6/26/2007
    
	
244
    	
 
    	
2235
    	
 
    	
1/30/2007
    	
 
    	
279
    	
 
    	
2305
    	
 
    	
4/13/2007
    	
 
    	
314
    	
 
    	
2375
    	
 
    	
6/27/2007
    
	
245
    	
 
    	
2237
    	
 
    	
2/1/2007
    	
 
    	
280
    	
 
    	
2307
    	
 
    	
4/16/2007
    	
 
    	
315
    	
 
    	
2377
    	
 
    	
6/29/2007
    


 

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 8

 

Wichita
 737NG Vertical Fin
 Master Schedule R-142R2 — continued

 

	
S/S
    	
 
    	
C/L
    	
 
    	
SHIP TO
   BOEING
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
316
    	
 
    	
2379
    	
 
    	
7/2/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
317
    	
 
    	
2381
    	
 
    	
7/5/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
318
    	
 
    	
2383
    	
 
    	
7/6/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
319
    	
 
    	
2385
    	
 
    	
7/10/2077
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
320
    	
 
    	
2387
    	
 
    	
7/11/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
321
    	
 
    	
2389
    	
 
    	
7/13/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
322
    	
 
    	
2391
    	
 
    	
7/16/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
323
    	
 
    	
2393
    	
 
    	
7/18/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
324
    	
 
    	
2395
    	
 
    	
7/19/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
325
    	
 
    	
2397
    	
 
    	
7/23/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
326
    	
 
    	
2399
    	
 
    	
7/25/2007
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

THE BALANCE OF THIS SCHEDULE IS FOR PLANNING PURPOSES ONLY

 

	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    
	
1
    	
 
    	
8/1/2007
    	
 
    	
41
    	
 
    	
11/1/2007
    	
 
    	
81
    	
 
    	
4/1/2008
    
	
2
    	
 
    	
8/1/2007
    	
 
    	
42
    	
 
    	
11/1/2007
    	
 
    	
82
    	
 
    	
4/1/2008
    
	
3
    	
 
    	
8/1/2007
    	
 
    	
43
    	
 
    	
11/1/2007
    	
 
    	
83
    	
 
    	
4/1/2008
    
	
4
    	
 
    	
8/1/2007
    	
 
    	
44
    	
 
    	
11/1/2007
    	
 
    	
84
    	
 
    	
4/1/2008
    
	
5
    	
 
    	
8/1/2007
    	
 
    	
45
    	
 
    	
11/1/2007
    	
 
    	
85
    	
 
    	
4/1/2008
    
	
6
    	
 
    	
8/1/2007
    	
 
    	
46
    	
 
    	
12/1/2007
    	
 
    	
86
    	
 
    	
4/1/2008
    
	
7
    	
 
    	
8/1/2007
    	
 
    	
47
    	
 
    	
12/1/2007
    	
 
    	
87
    	
 
    	
4/1/2008
    
	
8
    	
 
    	
8/1/2007
    	
 
    	
48
    	
 
    	
12/1/2007
    	
 
    	
88
    	
 
    	
4/1/2008
    
	
9
    	
 
    	
8/1/2007
    	
 
    	
49
    	
 
    	
12/1/2007
    	
 
    	
89
    	
 
    	
4/1/2008
    
	
10
    	
 
    	
8/1/2007
    	
 
    	
50
    	
 
    	
12/1/2007
    	
 
    	
90
    	
 
    	
4/1/2008
    
	
11
    	
 
    	
8/1/2007
    	
 
    	
51
    	
 
    	
1/1/2008
    	
 
    	
91
    	
 
    	
4/1/2008
    
	
12
    	
 
    	
8/1/2007
    	
 
    	
52
    	
 
    	
1/1/2008
    	
 
    	
92
    	
 
    	
5/1/2008
    
	
13
    	
 
    	
9/1/2007
    	
 
    	
53
    	
 
    	
1/1/2008
    	
 
    	
93
    	
 
    	
5/1/2008
    
	
14
    	
 
    	
9/1/2007
    	
 
    	
54
    	
 
    	
1/1/2008
    	
 
    	
94
    	
 
    	
5/1/2008
    
	
15
    	
 
    	
9/1/2007
    	
 
    	
55
    	
 
    	
1/1/2008
    	
 
    	
95
    	
 
    	
5/1/2008
    
	
16
    	
 
    	
9/1/2007
    	
 
    	
56
    	
 
    	
1/1/2008
    	
 
    	
96
    	
 
    	
5/1/2008
    
	
17
    	
 
    	
9/1/2007
    	
 
    	
57
    	
 
    	
1/1/2008
    	
 
    	
97
    	
 
    	
5/1/2008
    
	
18
    	
 
    	
9/1/2007
    	
 
    	
58
    	
 
    	
1/1/2008
    	
 
    	
98
    	
 
    	
5/1/2008
    
	
19
    	
 
    	
9/1/2007
    	
 
    	
59
    	
 
    	
2/1/2008
    	
 
    	
99
    	
 
    	
5/1/2008
    
	
20
    	
 
    	
9/1/2007
    	
 
    	
60
    	
 
    	
2/1/2008
    	
 
    	
100
    	
 
    	
5/1/2008
    
	
21
    	
 
    	
9/1/2007
    	
 
    	
61
    	
 
    	
2/1/2008
    	
 
    	
101
    	
 
    	
6/1/2008
    
	
22
    	
 
    	
9/1/2007
    	
 
    	
62
    	
 
    	
2/1/2008
    	
 
    	
102
    	
 
    	
6/1/2008
    
	
23
    	
 
    	
9/1/2007
    	
 
    	
63
    	
 
    	
2/1/2008
    	
 
    	
103
    	
 
    	
6/1/2008
    
	
24
    	
 
    	
10/1/2007
    	
 
    	
64
    	
 
    	
2/1/2008
    	
 
    	
104
    	
 
    	
6/1/2008
    
	
25
    	
 
    	
10/1/2007
    	
 
    	
65
    	
 
    	
2/1/2008
    	
 
    	
105
    	
 
    	
6/1/2008
    
	
26
    	
 
    	
10/1/2007
    	
 
    	
66
    	
 
    	
2/1/2008
    	
 
    	
106
    	
 
    	
6/1/2008
    
	
27
    	
 
    	
10/1/2007
    	
 
    	
67
    	
 
    	
2/1/2008
    	
 
    	
107
    	
 
    	
6/1/2008
    
	
28
    	
 
    	
10/1/2007
    	
 
    	
68
    	
 
    	
2/1/2008
    	
 
    	
108
    	
 
    	
6/1/2008
    
	
29
    	
 
    	
10/1/2007
    	
 
    	
69
    	
 
    	
2/1/2008
    	
 
    	
109
    	
 
    	
6/1/2008
    
	
30
    	
 
    	
10/1/2007
    	
 
    	
70
    	
 
    	
3/1/2008
    	
 
    	
110
    	
 
    	
7/1/2008
    
	
31
    	
 
    	
10/1/2007
    	
 
    	
71
    	
 
    	
3/1/2008
    	
 
    	
111
    	
 
    	
7/1/2008
    
	
32
    	
 
    	
10/1/2007
    	
 
    	
72
    	
 
    	
3/1/2008
    	
 
    	
112
    	
 
    	
7/1/2008
    
	
33
    	
 
    	
10/1/2007
    	
 
    	
73
    	
 
    	
3/1/2008
    	
 
    	
113
    	
 
    	
7/1/2008
    
	
34
    	
 
    	
10/1/2007
    	
 
    	
74
    	
 
    	
3/1/2008
    	
 
    	
114
    	
 
    	
7/1/2008
    
	
35
    	
 
    	
11/1/2007
    	
 
    	
75
    	
 
    	
3/1/2008
    	
 
    	
115
    	
 
    	
7/1/2008
    
	
36
    	
 
    	
11/1/2007
    	
 
    	
76
    	
 
    	
3/1/2008
    	
 
    	
116
    	
 
    	
7/1/2008
    
	
37
    	
 
    	
11/1/2007
    	
 
    	
77
    	
 
    	
3/1/2008
    	
 
    	
117
    	
 
    	
7/1/2008
    
	
38
    	
 
    	
11/1/2007
    	
 
    	
78
    	
 
    	
3/1/2008
    	
 
    	
118
    	
 
    	
8/1/2008
    
	
39
    	
 
    	
11/1/2007
    	
 
    	
79
    	
 
    	
3/1/2008
    	
 
    	
119
    	
 
    	
8/1/2008
    
	
40
    	
 
    	
11/1/2007
    	
 
    	
80
    	
 
    	
3/1/2008
    	
 
    	
120
    	
 
    	
8/1/2008
    


 

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 8

 

THE BALANCE OF THIS SHCEDULE IS FOR PLANNING PURPOSES ONLY

 

	
C/L
    	
 
    	
SHIP TO
   RENTON
    	
 
    	
C/L
    	
 
    	
SHIP TO
   RENTON
    
	
121
    	
 
    	
8/1/2008
    	
 
    	
161
    	
 
    	
1/1/2009
    
	
122
    	
 
    	
8/1/2008
    	
 
    	
162
    	
 
    	
1/1/2009
    
	
123
    	
 
    	
8/1/2008
    	
 
    	
163
    	
 
    	
1/1/2009
    
	
124
    	
 
    	
8/1/2008
    	
 
    	
164
    	
 
    	
1/1/2009
    
	
125
    	
 
    	
8/1/2008
    	
 
    	
165
    	
 
    	
2/1/2009
    
	
126
    	
 
    	
8/1/2008
    	
 
    	
166
    	
 
    	
2/1/2009
    
	
127
    	
 
    	
9/1/2008
    	
 
    	
167
    	
 
    	
2/1/2009
    
	
128
    	
 
    	
9/1/2008
    	
 
    	
168
    	
 
    	
2/1/2009
    
	
129
    	
 
    	
9/1/2008
    	
 
    	
169
    	
 
    	
2/1/2009
    
	
130
    	
 
    	
9/1/2008
    	
 
    	
170
    	
 
    	
2/1/2009
    
	
131
    	
 
    	
9/1/2008
    	
 
    	
171
    	
 
    	
2/1/2009
    
	
132
    	
 
    	
9/1/2008
    	
 
    	
172
    	
 
    	
2/1/2009
    
	
133
    	
 
    	
9/1/2008
    	
 
    	
173
    	
 
    	
3/1/2009
    
	
134
    	
 
    	
9/1/2008
    	
 
    	
174
    	
 
    	
3/1/2009
    
	
135
    	
 
    	
9/1/2008
    	
 
    	
175
    	
 
    	
3/1/2009
    
	
136
    	
 
    	
10/1/2008
    	
 
    	
176
    	
 
    	
3/1/2009
    
	
137
    	
 
    	
10/1/2008
    	
 
    	
177
    	
 
    	
3/1/2009
    
	
138
    	
 
    	
10/1/2008
    	
 
    	
178
    	
 
    	
3/1/2009
    
	
139
    	
 
    	
10/1/2008
    	
 
    	
179
    	
 
    	
3/1/2009
    
	
140
    	
 
    	
10/1/2008
    	
 
    	
180
    	
 
    	
3/1/2009
    
	
141
    	
 
    	
10/1/2008
    	
 
    	
181
    	
 
    	
4/1/2009
    
	
142
    	
 
    	
10/1/2008
    	
 
    	
182
    	
 
    	
4/1/2009
    
	
143
    	
 
    	
10/1/2008
    	
 
    	
183
    	
 
    	
4/1/2009
    
	
144
    	
 
    	
10/1/2008
    	
 
    	
184
    	
 
    	
4/1/2009
    
	
145
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
End of Production
    
	
146
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
147
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
148
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
149
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
150
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
151
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
152
    	
 
    	
11/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
153
    	
 
    	
12/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
154
    	
 
    	
12/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
155
    	
 
    	
12/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
156
    	
 
    	
12/1/2008
    	
 
    	
 
    	
 
    	
 
    
	
157
    	
 
    	
1/1/2009
    	
 
    	
 
    	
 
    	
 
    
	
158
    	
 
    	
1/1/2009
    	
 
    	
 
    	
 
    	
 
    
	
159
    	
 
    	
1/1/2009
    	
 
    	
 
    	
 
    	
 
    
	
160
    	
 
    	
1/1/2009
    	
 
    	
 
    	
 
    	
 
    


 

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 8

 

Wichita/Tulsa KAI 737 HS & VF Support Schedule
 2005-2008

 

The support schedule below represents the support schedule currently agreed to by both parties; it is subject to change by Boeing based on program requirements.  Support schedule will be maintained on a rolling 90 day notification process.

 

	
 
    	
 
    	
Assembly Support:
    	
 
    	
Program Support:
    
	
2005
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
May:
    	
 
    	
1   Person (15 days in-plant)
    	
 
    	
1   Person (3 days in-plant)
    
	
June:
    	
 
    	
2   People (5 days each in-plant)
    	
 
    	
1   Person (3 days in-plant)
    
	
July:
    	
 
    	
2   People (5 days each in-plant)
    	
 
    	
3   People (3 days each in-plant)
    
	
Aug:
    	
 
    	
3   People (5 days each in-plant)
    	
 
    	
1   Person (3 days in-plant)
    
	
Sep:
    	
 
    	
2   People (10 days each in-plant)
    	
 
    	
1   Person (5 days in-plant)
    
	
Oct:
    	
 
    	
2   People (10 days each in-plant)
    	
 
    	
2   People (3 days each in-plant)
    
	
Nov:
    	
 
    	
1   Person (10 days in-plant)
    	
 
    	
4   People (3 days each in-plant)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
2006:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1st   Qtr.
    	
 
    	
2   People (10 days each in-plant
    	
 
    	
8   People (5 days each in-plant)
    
	
2nd   Qtr.
    	
 
    	
1   Person (5 days in-plant)
    	
 
    	
2   People (5 days each in-plant)
    
	
3rd   Qtr.
    	
 
    	
2   People (5 days each in-plant)
    	
 
    	
6   People (5 days each in-plant)
    
	
4th   Qtr.
    	
 
    	
No   Planned Support
    	
 
    	
No   Planned Support
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
2007:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1st   Qtr.
    	
 
    	
No   Planned Support
    	
 
    	
2   People (5 days each in-plant)
    
	
2nd   Qtr.
    	
 
    	
4   People (5 days each in-plant
    	
 
    	
4   People (5 days each in-plant)
    
	
3rd   Qtr.
    	
 
    	
No   Planned Support
    	
 
    	
4   People (5 days each in-plant)
    
	
4th   Qtr.
    	
 
    	
4   People (5 days each in-plant)
    	
 
    	
4   People (5 days each in-plant)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
2008:
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
1st   Qtr.
    	
 
    	
4   People (5 days each in-plant)
    	
 
    	
4   People (5 days each in-plant)
    
	
2nd   Qtr.
    	
 
    	
No   Planned Support
    	
 
    	
No   Planned Support
    
	
3rd   Qtr.
    	
 
    	
4   People (5 days each in-plant)
    	
 
    	
6   People (5 days each in-plant)
    
	
4th   Qtr.
    	
 
    	
4   People (5 days each in-plant)
    	
 
    	
4   People (5 days each in-plant)
    


 

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 8

 

2) Turkey - Lot Time Hardware

 

·                                          Obligation for Wichita to subcontract statement of work as identified in the below referenced plan.

·                                          Offload to TAI or other suppliers in Turkey

·                                          Wichita offloading in Five (5) phases of lot time work.

·                                          The work packages are identified below to denote the scope of work and dollar amounts.  It is not Boeing’s intent to manage the work statement and individual part numbers.  For the avoidance of doubt, the intent is that Seller agrees to offload the parts in these work packages to Turkey or place parts of equivalent estimated value

 

The key elements of the Turkey Program are:

 

I.     Define the work statement using the following WTP numbers:

 

WTP B2000- 341 - Package #1
 WTP B2000- 416 - Package #2
 WTP B2000- 322 - Package #3
 WTP B2001- 420 - Package #4
 WTP B2001- 425 - Package #5

 

Additionally, Attachment TP 1 (below) describes the number of parts per package.

 

II.    Continue to provide financial actuals to BCAG Finance for Industrial Participation (IP) reporting purposes.  Wichita Seller will not be responsible for calculating Turkish Added Value (TAV); however they need to be aware of the TAV contractual requirements levied on the Boeing Company.  Boeing is required to have a minimum of 30% TAV on hardware deliveries during the years 2003 to mid-2006; 35% during mid-2006 to mid-2009; and 40% on shipments beyond 2009.

 

III.  Maintain the functions of the current management team supporting the IP program and the direct relationships that have been established.  For the period commencing on the date of this SBP and ending at first article shipment of the last detail part of WTP B2001-425-package number 5, Boeing shall reimburse Seller for the reasonable travel costs incurred by such management team.  Travel costs shall include airfare between the U.S. and Turkey, hotels, meals and car rental costs consistent with Seller’s standard travel practices and shall not exceed the cost of Boeing’s ordinary travel practices.  Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement.  Such invoices shall be paid by Boeing in accordance with Paragraph 5.0.  Boeing shall pay for any travel to, and support to, Turkey.  The IP manager for Turkey, the procurement organizations and the work transfer group, finance and quality assurance.  All of these organizations are involved in the IP program for Turkey and we want to maintain these direct relationships as opposed to working through other entities.

 

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 8

 

Turkey Work Packages

 

TAI Package #1

 

	
Model
    	
 
    	
Phase
    	
 
    	
Package
    	
 
    	
ACC
    	
 
    	
Assy’s
    	
 
    	
FAB
    	
 
    	
POP
    	
 
    	
IWA
    	
 
    
	
737
    	
 
    	
2
    	
 
    	
216
    	
 
    	
 
    	
 
    	
33
    	
 
    	
47
    	
 
    	
62
    	
 
    	
1
    	
 
    
	
737
    	
 
    	
2
    	
 
    	
217
    	
 
    	
 
    	
 
    	
89
    	
 
    	
274
    	
 
    	
138
    	
 
    	
11
    	
 
    
	
737
    	
 
    	
2
    	
 
    	
218
    	
 
    	
 
    	
 
    	
14
    	
 
    	
27
    	
 
    	
40
    	
 
    	
2
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
301
    	
 
    	
 
    	
 
    	
10
    	
 
    	
21
    	
 
    	
9
    	
 
    	
0
    	
 
    
	
767
    	
 
    	
2
    	
 
    	
222
    	
 
    	
 
    	
 
    	
7
    	
 
    	
0
    	
 
    	
20
    	
 
    	
8
    	
 
    
	
767
    	
 
    	
2
    	
 
    	
223
    	
 
    	
 
    	
 
    	
4
    	
 
    	
8
    	
 
    	
4
    	
 
    	
1
    	
 
    
	
767
    	
 
    	
2
    	
 
    	
224
    	
 
    	
 
    	
 
    	
6
    	
 
    	
0
    	
 
    	
18
    	
 
    	
0
    	
 
    
	
767
    	
 
    	
2
    	
 
    	
232
    	
 
    	
 
    	
 
    	
1
    	
 
    	
0
    	
 
    	
2
    	
 
    	
0
    	
 
    
	
767
    	
 
    	
2
    	
 
    	
233
    	
 
    	
 
    	
 
    	
79
    	
 
    	
196
    	
 
    	
135
    	
 
    	
17
    	
 
    
	
777
    	
 
    	
2
    	
 
    	
226
    	
 
    	
 
    	
 
    	
69
    	
 
    	
378
    	
 
    	
81
    	
 
    	
3
    	
 
    
	
777
    	
 
    	
2
    	
 
    	
227
    	
 
    	
 
    	
 
    	
5
    	
 
    	
20
    	
 
    	
0
    	
 
    	
2
    	
 
    
	
777
    	
 
    	
2
    	
 
    	
228
    	
 
    	
 
    	
 
    	
34
    	
 
    	
79
    	
 
    	
19
    	
 
    	
0
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
12
    	
 
    	
 
    	
 
    	
351
    	
 
    	
1050
    	
 
    	
528
    	
 
    	
45
    	
 
    


 

TAI Package #2

 

	
Model
    	
 
    	
Phase
    	
 
    	
Package
    	
 
    	
ACC
    	
 
    	
Assy’s
    	
 
    	
FAB
    	
 
    	
POP
    	
 
    	
IWA
    	
 
    
	
737
    	
 
    	
2
    	
 
    	
215
    	
 
    	
 
    	
 
    	
62
    	
 
    	
83
    	
 
    	
73
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
302
    	
 
    	
 
    	
 
    	
72
    	
 
    	
64
    	
 
    	
122
    	
 
    	
23
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
307
    	
 
    	
 
    	
 
    	
63
    	
 
    	
196
    	
 
    	
149
    	
 
    	
8
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
310
    	
 
    	
 
    	
 
    	
26
    	
 
    	
24
    	
 
    	
144
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
2
    	
 
    	
 
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    	
 
    	
13
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
9
    	
 
    	
 
    	
 
    	
28
    	
 
    	
64
    	
 
    	
38
    	
 
    	
6
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
24
    	
 
    	
 
    	
 
    	
9
    	
 
    	
64
    	
 
    	
16
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
2
    	
 
    	
229
    	
 
    	
 
    	
 
    	
40
    	
 
    	
67
    	
 
    	
25
    	
 
    	
4
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
8
    	
 
    	
 
    	
 
    	
300
    	
 
    	
562
    	
 
    	
567
    	
 
    	
 
    	
 
    


 

TAI Package #3

 

	
Model
    	
 
    	
Phase
    	
 
    	
Package
    	
 
    	
ACC
    	
 
    	
Assy’s
    	
 
    	
FAB
    	
 
    	
POP
    	
 
    	
IWA
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
6
    	
 
    	
 
    	
 
    	
251
    	
 
    	
376
    	
 
    	
453
    	
 
    	
30
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
9
    	
 
    	
 
    	
 
    	
37
    	
 
    	
38
    	
 
    	
75
    	
 
    	
11
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
13
    	
 
    	
 
    	
 
    	
19
    	
 
    	
22
    	
 
    	
58
    	
 
    	
15
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
16
    	
 
    	
 
    	
 
    	
49
    	
 
    	
116
    	
 
    	
32
    	
 
    	
4
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
19
    	
 
    	
 
    	
 
    	
17
    	
 
    	
39
    	
 
    	
48
    	
 
    	
1
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
27
    	
 
    	
 
    	
 
    	
14
    	
 
    	
11
    	
 
    	
19
    	
 
    	
7
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
38
    	
 
    	
 
    	
 
    	
12
    	
 
    	
24
    	
 
    	
0
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
5
    	
 
    	
41
    	
 
    	
 
    	
 
    	
36
    	
 
    	
50
    	
 
    	
42
    	
 
    	
0
    	
 
    
	
767
    	
 
    	
2
    	
 
    	
221
    	
 
    	
 
    	
 
    	
7
    	
 
    	
7
    	
 
    	
6
    	
 
    	
0
    	
 
    
	
767
    	
 
    	
3
    	
 
    	
309
    	
 
    	
 
    	
 
    	
122
    	
 
    	
437
    	
 
    	
76
    	
 
    	
4
    	
 
    
	
767
    	
 
    	
3
    	
 
    	
314
    	
 
    	
 
    	
 
    	
50
    	
 
    	
110
    	
 
    	
50
    	
 
    	
4
    	
 
    
	
777/767
    	
 
    	
3
    	
 
    	
308
    	
 
    	
 
    	
 
    	
20
    	
 
    	
53
    	
 
    	
41
    	
 
    	
24
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
13
    	
 
    	
 
    	
 
    	
634
    	
 
    	
1283
    	
 
    	
900
    	
 
    	
100
    	
 
    


 

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 8

 

Turkey Work Packages — continued

 

TAI Package #4

 

	
Model
    	
 
    	
Phase
    	
 
    	
Package
    	
 
    	
ACC
    	
 
    	
Assy’s
    	
 
    	
FAB
    	
 
    	
POP
    	
 
    	
IWA
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
318
    	
 
    	
 
    	
 
    	
22
    	
 
    	
48
    	
 
    	
33
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
25
    	
 
    	
 
    	
 
    	
5
    	
 
    	
3
    	
 
    	
14
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
27
    	
 
    	
 
    	
 
    	
4
    	
 
    	
4
    	
 
    	
7
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
36
    	
 
    	
 
    	
 
    	
0
    	
 
    	
6
    	
 
    	
0
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
39
    	
 
    	
 
    	
 
    	
46
    	
 
    	
69
    	
 
    	
132
    	
 
    	
5
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
1
    	
 
    	
 
    	
 
    	
22
    	
 
    	
25
    	
 
    	
35
    	
 
    	
6
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
5
    	
 
    	
 
    	
 
    	
37
    	
 
    	
32
    	
 
    	
50
    	
 
    	
12
    	
 
    
	
747
    	
 
    	
1
    	
 
    	
202
    	
 
    	
 
    	
 
    	
37
    	
 
    	
50
    	
 
    	
54
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
3
    	
 
    	
305
    	
 
    	
 
    	
 
    	
11
    	
 
    	
36
    	
 
    	
34
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
3
    	
 
    	
316
    	
 
    	
 
    	
 
    	
64
    	
 
    	
78
    	
 
    	
91
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
4
    	
 
    	
45
    	
 
    	
 
    	
 
    	
19
    	
 
    	
39
    	
 
    	
22
    	
 
    	
1
    	
 
    
	
767
    	
 
    	
1
    	
 
    	
213
    	
 
    	
 
    	
 
    	
87
    	
 
    	
255
    	
 
    	
99
    	
 
    	
4
    	
 
    
	
767
    	
 
    	
2
    	
 
    	
220
    	
 
    	
 
    	
 
    	
68
    	
 
    	
100
    	
 
    	
97
    	
 
    	
26
    	
 
    
	
777
    	
 
    	
1
    	
 
    	
206
    	
 
    	
 
    	
 
    	
8
    	
 
    	
20
    	
 
    	
2
    	
 
    	
0
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
14
    	
 
    	
 
    	
 
    	
430
    	
 
    	
765
    	
 
    	
670
    	
 
    	
54
    	
 
    


 

TM Package #5

 

	
Model
    	
 
    	
Phase
    	
 
    	
Package
    	
 
    	
ACC
    	
 
    	
Assy’s
    	
 
    	
FAB
    	
 
    	
POP
    	
 
    	
IWA
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
304
    	
 
    	
 
    	
 
    	
23
    	
 
    	
54
    	
 
    	
7
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
321
    	
 
    	
 
    	
 
    	
4
    	
 
    	
7
    	
 
    	
6
    	
 
    	
6
    	
 
    
	
737
    	
 
    	
3
    	
 
    	
323
    	
 
    	
 
    	
 
    	
8
    	
 
    	
13
    	
 
    	
6
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
21
    	
 
    	
 
    	
 
    	
4
    	
 
    	
4
    	
 
    	
4
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
41
    	
 
    	
 
    	
 
    	
3
    	
 
    	
3
    	
 
    	
8
    	
 
    	
2
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
42
    	
 
    	
 
    	
 
    	
6
    	
 
    	
12
    	
 
    	
7
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
4
    	
 
    	
43
    	
 
    	
 
    	
 
    	
3
    	
 
    	
14
    	
 
    	
3
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
87
    	
 
    	
 
    	
 
    	
13
    	
 
    	
24
    	
 
    	
34
    	
 
    	
0
    	
 
    
	
737
    	
 
    	
5
    	
 
    	
88
    	
 
    	
 
    	
 
    	
3
    	
 
    	
3
    	
 
    	
2
    	
 
    	
1
    	
 
    
	
747
    	
 
    	
3
    	
 
    	
300
    	
 
    	
 
    	
 
    	
28
    	
 
    	
61
    	
 
    	
22
    	
 
    	
6
    	
 
    
	
747
    	
 
    	
4
    	
 
    	
46
    	
 
    	
 
    	
 
    	
6
    	
 
    	
19
    	
 
    	
16
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
4
    	
 
    	
49
    	
 
    	
 
    	
 
    	
9
    	
 
    	
8
    	
 
    	
12
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
4
    	
 
    	
54
    	
 
    	
 
    	
 
    	
69
    	
 
    	
93
    	
 
    	
127
    	
 
    	
6
    	
 
    
	
747
    	
 
    	
4
    	
 
    	
58
    	
 
    	
 
    	
 
    	
16
    	
 
    	
2
    	
 
    	
29
    	
 
    	
0
    	
 
    
	
747
    	
 
    	
5
    	
 
    	
44
    	
 
    	
 
    	
 
    	
57
    	
 
    	
170
    	
 
    	
60
    	
 
    	
9
    	
 
    
	
747
    	
 
    	
5
    	
 
    	
45
    	
 
    	
 
    	
 
    	
54
    	
 
    	
145
    	
 
    	
50
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
3
    	
 
    	
303
    	
 
    	
 
    	
 
    	
7
    	
 
    	
13
    	
 
    	
3
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
3
    	
 
    	
312
    	
 
    	
 
    	
 
    	
23
    	
 
    	
60
    	
 
    	
16
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
3
    	
 
    	
313
    	
 
    	
 
    	
 
    	
42
    	
 
    	
127
    	
 
    	
32
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
3
    	
 
    	
317
    	
 
    	
 
    	
 
    	
33
    	
 
    	
51
    	
 
    	
17
    	
 
    	
2
    	
 
    
	
777
    	
 
    	
3
    	
 
    	
319
    	
 
    	
 
    	
 
    	
50
    	
 
    	
101
    	
 
    	
0
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
3
    	
 
    	
320
    	
 
    	
 
    	
 
    	
8
    	
 
    	
0
    	
 
    	
0
    	
 
    	
18
    	
 
    
	
777
    	
 
    	
3
    	
 
    	
325
    	
 
    	
 
    	
 
    	
11
    	
 
    	
16
    	
 
    	
19
    	
 
    	
4
    	
 
    
	
777
    	
 
    	
4
    	
 
    	
88
    	
 
    	
 
    	
 
    	
3
    	
 
    	
34
    	
 
    	
2
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
4
    	
 
    	
89
    	
 
    	
 
    	
 
    	
64
    	
 
    	
130
    	
 
    	
38
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
4
    	
 
    	
100
    	
 
    	
 
    	
 
    	
12
    	
 
    	
18
    	
 
    	
13
    	
 
    	
9
    	
 
    
	
777
    	
 
    	
4
    	
 
    	
102
    	
 
    	
 
    	
 
    	
16
    	
 
    	
18
    	
 
    	
32
    	
 
    	
0
    	
 
    
	
777
    	
 
    	
4
    	
 
    	
103
    	
 
    	
 
    	
 
    	
26
    	
 
    	
48
    	
 
    	
20
    	
 
    	
11
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
30
    	
 
    	
 
    	
 
    	
601
    	
 
    	
1248
    	
 
    	
585
    	
 
    	
74
    	
 
    


 

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 8

 

Turkey Work Packages — continued

 

Package Summary

 

	
 
    	
 
    	
Pkg 1
    	
 
    	
Pkg 2
    	
 
    	
Pkg 3
    	
 
    	
Pkg 4
    	
 
    	
Pkg 5
    	
 
    	
Total
    	
 
    
	
737
    	
 
    	
146
    	
 
    	
233
    	
 
    	
399
    	
 
    	
136
    	
 
    	
67
    	
 
    	
981
    	
 
    
	
747
    	
 
    	
0
    	
 
    	
40
    	
 
    	
36
    	
 
    	
131
    	
 
    	
239
    	
 
    	
446
    	
 
    
	
767
    	
 
    	
97
    	
 
    	
0
    	
 
    	
179
    	
 
    	
155
    	
 
    	
0
    	
 
    	
431
    	
 
    
	
777
    	
 
    	
108
    	
 
    	
0
    	
 
    	
20
    	
 
    	
8
    	
 
    	
295
    	
 
    	
431
    	
 
    
	
Total
    	
 
    	
351
    	
 
    	
273
    	
 
    	
634
    	
 
    	
430
    	
 
    	
601
    	
 
    	
2289
    	
 
    


 

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 8

 

3) China737 Tailcone

 

·                  Work transfer [*****]

 

·                  This part number will transition from a Seller build to a Boeing Puget Sound Global Partners purchased item.

 

·                  Boeing Puget Sound Global Partners will have responsibility for entering into and maintaining a contract with the target supplier for this work transfer.  In the event that Boeing requests that Seller travel to China for purposes of providing support in China, Boeing shall reimburse Seller for the reasonable travel costs incurred by Seller’s employees.  Travel costs shall include airfare between the U.S. and China, hotels, meals and car rental costs consistent with Seller’s standard travel practices and shall not exceed the cost of Boeing’s ordinary travel practices.  Seller shall promptly submit invoices to Boeing substantiating costs for which Seller seeks reimbursement. Such invoices shall be paid by Boeing in accordance with Paragraph 5.0.

 

This part number will be removed from Attachment 1 of this SBP and Boeing will have no further obligation to purchase part number from Seller at the conclusion of this work transfer. The schedule and hardware quantities are subject to change support program requirements. Such changes will be made in accordance with the terms of paragraph 7.5 of the Special Business Provisions.

 

·                  For each 737 airplane delivered by Boeing after the date this SBP is fully executed and through the duration of this SBP, Boeing will make a payment to Spirit AeroSystems Inc. in the amount of [*****] where: (i) Spirit AeroSystems Inc. does not produce and/or supply to Boeing a Tailcone for use on the 737 aircraft delivered and (ii) Boeing obtains and installs on the 737 aircraft delivered a Tailcone from a source other than Spirit AeroSystems Inc.

 

·                  Reference WTM item 613.

 

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 8

 

Schedule for 737 Tailcone for Wichita

 


	
Month
    	
 
    	
Wichita Delivery Quantity
    
	
Jan-05
    	
 
    	
19
    
	
Feb-05
    	
 
    	
20
    
	
Mar-05
    	
 
    	
20
    
	
Apr-05
    	
 
    	
19
    
	
May-05
    	
 
    	
21
    
	
Jun-05
    	
 
    	
20
    
	
Jul-05
    	
 
    	
23
    
	
Aug-05
    	
 
    	
21
    
	
Sep-05
    	
 
    	
21
    
	
Oct-05
    	
 
    	
20
    
	
Nov-05
    	
 
    	
19
    
	
Dec-05
    	
 
    	
24
    
	
Jan-06
    	
 
    	
24
    
	
Feb-06
    	
 
    	
24
    
	
Mar-06
    	
 
    	
24
    
	
Apr-06
    	
 
    	
24
    
	
May-06
    	
 
    	
21
    
	
Jun-06
    	
 
    	
21
    
	
Jul-06
    	
 
    	
21
    
	
Aug-06
    	
 
    	
21
    
	
Sep-06
    	
 
    	
21
    
	
Oct-06
    	
 
    	
21
    
	
Nov-06
    	
 
    	
21
    
	
Dec-06
    	
 
    	
21
    
	
Jan-07
    	
 
    	
14
    
	
Feb-07
    	
 
    	
14
    
	
Mar-07
    	
 
    	
14
    
	
Apr-07
    	
 
    	
14
    
	
May-07
    	
 
    	
14
    
	
Jun-07
    	
 
    	
10
    
	
Jul-07
    	
 
    	
10
    
	
Aug-07
    	
 
    	
10
    
	
Sep-07
    	
 
    	
10
    
	
Oct-07
    	
 
    	
10
    
	
Nov-07
    	
 
    	
10
    
	
Dec-07
    	
 
    	
10
    
	
Jan-08
    	
 
    	
0
    
	
Feb-08
    	
 
    	
0
    
	
Mar-08
    	
 
    	
0
    
	
Apr-08
    	
 
    	
0
    
	
 
    	
 
    	
651
    




 

Additionally, Boeing receives Market Access credit through the Wichita, Tulsa and McAlester sites as follows:

 

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 8

 

Australia:  Tulsa / Wichita
 Canada:  Tulsa / Wichita
 China:
 Europe/NATO
 France-Wichita / Tulsa
 India:
 South Africa:
 South Korea: Wichita / Tulsa
 United Kingdom:  Wichita / Tulsa
 Russia

 

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 8

 

SBP ATTACHMENT 13 TO

SPECIAL BUSINESS PROVISIONS

 

RESERVED

 

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 8

 

SBP ATTACHMENT 14 TO

SPECIAL BUSINESS PROVISIONS

 

PRODUCTION ARTICLE DELIVERY SCHEDULE

(Reference SBP Section 3.3.2, 3.3.4, 3.4.1)

 

MASTER SCHEDULE**

 

737 R160R1

747 E144R2

767 T123R1

777 U50R13

 

To be provided by Boeing for Products Delivered via manual FOB Master

Schedule.  All other products schedules via the Order.

 




**Each time a master schedule firing order for the model 737, 747, 767 & 777 Program is released, Boeing will furnish Seller with a copy.  Seller will use that information to determine the airplane configuration for each line number.

 

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 8

 

SBP ATTACHMENT 15 TO
 SPECIAL BUSINESS PROVIONS

 

MAXIMUM PRODUCTION RATE
 And MODEL MIX CONSTRAINT MATRIX
  (Reference SBP Section 7.5.1)

 

SBP Attachment 15

 

	
 
    	
 
    	
Monthly
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Production
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Engines
    	
 
    	
 
    
	
 
    	
 
    	
Protection
    	
 
    	
Wichita
    	
 
    	
STRUCTURES
    	
 
    	
 
    	
 
    	
Units
    	
 
    	
 
    	
 
    	
PSD
    	
 
    	
 
    
	
MODELS
    	
 
    	
Rate
    	
 
    	
Capacity
    	
 
    	
MIX
    	
 
    	
Separation
    	
 
    	
Skin Polish
    	
 
    	
Protection
    	
 
    	
WCH Capacity
    
	
737
    	
 
    	
[*****]Units
    	
 
    	
[*****] Units
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    
	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

NOTE:  The number of [*****]and [*****] model airplanes shown above reflect a total capability of [*****] and reflect the number of [*****] model airplanes which can be manufactured with a  corresponding reduction in the number of [*****] model airplanes.  [*****] of separation is preferred and [*****] US may be required between [*****] model units, to ensure [*****] production is achievable within a given month for [*****].  Production capacity and combinations of [*****] and [*****] models are limited to a total of [*****] with [*****] of separation as defined in the matrix above.  The combinations in the matrix above reflect the number of [*****] airplanes that can be produced with a corresponding reduction in [*****] Models.

 

[*****] Rate Schedules above [*****].

 

[*****] Fin, Stabilizer and Section 48 Sub-Assembly have been removed.  Spirit no longer manufactures these products.

 

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 8

 

	
MODELS
    	
 
    	
Monthly
    	
 
    	
Wichita
    	
 
    	
MIX
    	
 
    	
STRUCTURES
    	
 
    	
Engine - Protection Rates
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Units
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
747
    	
 
    	
[*****] Units
    	
 
    	
[*****] Units
    	
 
    	
[*****]
    	
 
    	
Separation
    	
 
    	
Skin Polish
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Units
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
767
    	
 
    	
[*****] Units
    	
 
    	
[*****] Units
    	
 
    	
MIX
    	
 
    	
eparation
    	
 
    	
Skin Polish
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
Units
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
777
    	
 
    	
[*****] Units
    	
 
    	
[*****] Units
    	
 
    	
MIX
    	
 
    	
Separation
    	
 
    	
Skin Polish
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
TOTAL UNITS
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
LEGEND
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

BOEING - SPIRIT PROPRIETARY

 

	
Skin Fab Polish Program   Matrix
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
 
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

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


 

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 8

 

SBP ATTACHMENT 16 TO
 SPECIAL BUSINESS PROVISIONS

 

BOEING PROVIDED DETAILS (BPD)
 AND SUPPLIER BANKED MATERIAL (SBM)
  (Reference clause 12.13.1)

 

A.                                    Supplier Banked Material (SBM):

 

Requirements managed per Bonded Stores Agreement (BSA) dated 
 February 1, 2006.

 

SUPPLIER BANK MATERIAL (SBM)

 

	
Product
   Number
    	
 
    	
Program
    	
 
    	
Description
    	
 
    	
Quantity
   per S/S
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
WEAPONS   BAY DOOR ASSY, LEFT
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
WEAPONS   BAY DOOR ASSY, RIGHT
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
SEAL,   ACCESS PANEL
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Hydraulic   Power Drive Unit (HPDU)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Manual   Drive Shaft
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Angle   Gearbox, LH
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Angle   Gearbox, RH
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Torque   Shaft
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Link   Assy
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Rotary   Geared Actuator (RGA)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Torque   Shaft
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Torque   Shaft
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Torque   Shaft
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Torque   Shaft
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Torque   Coupler
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
IDG   TO BREAKAWAY CONNECTOR - LEFT ENGINE POWER
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
IDG   TO BREAKAWAY CONNECTOR - RIGHT ENGINE POWER
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Inboard   Actuator Tray Assy (LHS)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Center   Actuator Tray Assy (LHS)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Outboard   Actuator Tray Assy (LHS)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Inboard   Actuator Tray Assy (RHS)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Center   Actuator Tray Assy (RHS)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Outboard   Actuator Tray Assy (RHS)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
ESB   (1 per side)
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Cable   Harness ESB to LEAS, H-Stab
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Cable   Harness ESB to Inboard LEA, H-Stab
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
RR   Probe
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
PW   Probe
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   90 Sensor
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   90 Gasket
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   90 Damper
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   90 Harness
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   90 Harness
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   115 Sensor
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   115 Gasket
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   115 Damper
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   115 Harness
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
GE   115 Harness
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Bracket   for Prox. Sensor
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Bracket   for Prox. Sensor
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Grommet
    	
 
    	
[*****]
    


 

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 8

 

	
[*****]
    	
 
    	
[*****]
    	
 
    	
Hose
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Valve
    	
 
    	
[*****]
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
Weapons   Bay Door Set of Parts
    	
 
    	
[*****]
    


 

B.                                    Boeing Provided Details (BPD)

 

This SBP Attachment 16 identifies Boeing Provided Details (parts) and their associated purchase price which are currently being provided to Seller.

 

Per SBP Attachment 20 the intent is for Seller to re-source all BPD’s per the agreed to transfer plan.

 

Seller shall provide Boeing with discreet schedules (lead-time away) which depicts Seller’s requirements for these parts until such time as the parts have been resourced.  The identified transfer price for each BPD, excluding ATA stringers, will be adjusted periodically to reflect Boeing’s then current fully burdened cost.

 

Notwithstanding the foregoing, the prices associated with parts sourced from Boeing’s Winnipeg operations will be subject to any subsequent pricing agreement established directly between Seller and Boeing Winnipeg.

 

Attachment 16 will continue to be updated / revised to reflect any additional identified BPD or work transfer activity.

 

[Note:  Attachment 16 BPD Parts list and Prices provided under separate file due to size.]

 

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 8

 

SBP ATTACHMENT 17 TO
 SPECIAL BUSINESS PROVISIONS

 

Reserved

 

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 8

 

SBP ATTACHMENT 18 TO
 SPECIAL BUSINESS PROVISIONS

 

Reserved

 

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 8

 

SBP ATTACHMENT 19 TO
 SPECIAL BUSINESS PROVISIONS

 

Reserved

 

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 8

 

SBP ATTACHMENT 20 TO
 SPECIAL BUSINESS PROVISIONS

 

QUANTITY BASED PRICE ADJUSTMENT FORMULA

 

This attachment sets forth the methodology used to calculate the annual Unit Billing Prices which shall be reflected along with the Base Prices within Attachment 1.

 

A)            Definitions:

 

Airplane Program — refers to Boeing aircraft designation (e.g. 737, 747, 767, and 777).

 

Part Number — an alpha numeric designation for each unique product manufactured.

 

Unit Billing Price — Price to be paid for each separate Part Number delivered in a specified calendar year based on the airplane quantities and price reduction tables.

 

Airplane Production Quantity Tables — A series of tables that outline a “Tier Level” based on airplane production quantities.

 

Tier Level — A designation given to represent a specific range of airplane program production quantities.

 

Quantity Based Price Reduction Percentage Table — A table which assigns a discount percentage based on Tier Level.

 

Base Price — Part Number pricing prior to application of quantity based discount percentage.  Base Prices (by calendar year) will be included in Attachment 1 and unlike Unit Billing Prices, will not be updated annually to reflect changes in production quantities.

 

Firing Order — Boeing published schedules which depict airplane manufacturing, shop completion and delivery dates for each unique aircraft produced.

 

BPD — Boeing Provided Details are Detailed Part Numbers used by the supplier in the completion of its end-item Statement of Work sold to Boeing under this contract.  Seller purchases BPD’s from Boeing.

 

B)            Unit Pricing — Methodology

 

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 8

 

1)                                     Boeing will utilize the Airplane Production Quantity Tables as contained within this Attachment 20 to determine total number of aircraft which fall within each Tier Level and the Quantity Based Price Reduction Percentage Table to determine the price reduction to the base unit prices.

 

2)                                     Each year, approximately sixty days prior to the anniversary of the first day of the month in which both parties fully execute this SBP, Boeing will use the most recently published Firing Orders to determine the total forecasted airplane production quantities for all Airplane Programs for the 12 month period immediately following the anniversary of the first day of the month in which both parties fully execute this SBP.  This total production quantity will include all aircraft scheduled for shop completion at Boeing during the aforementioned 12 month period as reflected in these Firing Orders.

 

3)                                     Boeing will utilize the Airplane Production Quantity Tables as contained within this Attachment 20 to determine total number of aircraft which fall within each Tier Level.

 

4)                                     Boeing will utilize the Quantity Based Price Reduction Percentage Table to calculate a weighted average percentage reduction for use in determining Unit Billing Prices.

 

5)                                     Boeing will update Attachment 1 approximately 30 days prior to the anniversary of the first day of the month in which both parties fully execute this SBP to include new Unit Billing Prices as calculated above for use during the following 12 month period.

 

6)                                     Updated Attachment 1 Unit Billing Prices will be utilized by Seller for billing throughout this 12 month period.

 

7)                                     Each year, a review of the actual airplane deliveries will occur approximately 30 days after the anniversary of the first day of the month in which both parties fully execute this SBP.  If there is a deviation from forecasted production quantities to actual production quantities, a reconciliation lump sum payment or credit will be processed by Buyer and Seller.

 

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 8

 

C)                                   Unit Pricing — Calculation Tables

 

1)            Airplane Production Quantity Tables (Table 1):

 

737/747/767/777 Total Airplane Production Quantities

Per Year

 

	
Tier 1
    	
 
    	
Tier 2
    	
 
    	
Tier 3
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

2)            Quantity Based Price Reduction Percentage Table (Table 2):

 

	
Tier
   Level
    	
 
    	
Period
   1
    	
 
    	
Period
   2
    	
 
    	
Period
   3
    	
 
    	
Period
   4
    	
 
    	
Period
   5
    	
 
    	
Period
   6
    	
 
    	
Period
   7
    	
 
    	
Period
   8
    
	
Tier   1
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
Tier   2
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
Tier   3
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

Each of the Periods within Table 2 will be of 12 month duration and will immediately succeed the prior period.  The combined eight years for these eight periods will be equal to the period of firm fixed pricing identified in SBP 4.1.

 

Period 1 will begin on the first day of the month in which both parties fully execute this SBP and will end 12 months later.  Period 8 will end on the day before the eighth anniversary of the first day of the month in which both parties fully execute this SBP.  For example, if Period 1 begins on April 1, 2005 then Period 8 will end on March 31, 2013.

 

D)                                   Unit Pricing — Billing Price Formula:

 

The formula to be used in the calculation of the Unit Billing Price for each Part Number is:

 

	
P
    	
:Unit   Billing Price
    
	
A
    	
:Tier   1 Percent (as reflected Table 2 above)
    
	
B
    	
:Tier   2 Percent (as reflected in Table 2 above)
    
	
C
    	
:Tier   3 Percent (as reflected in Table 2 above)
    
	
D
    	
:Target   year Annual Airplane Production Total Quantity
    
	
E
    	
:Tier   1 airplane quantity (Table 1)
    
	
F
    	
:Tier   2 airplane quantity (Table 1)
    
	
G
    	
:Tier   3 airplane quantity (Table 1)
    
	
H
    	
:Base   Unit Price (as reflected in Attachment 1)
    
	
 
    	
 
    
	
[*****]
    	
 
    


 

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 8

 

Note:  Discounted Pricing for Part Numbers who’s Unit Yearly Billing Price is greater than $200 shall be rounded to the nearest dollar.  Discounted Pricing for Part Numbers who’s Unit Yearly Billing Price is equal to or less than $200 shall be rounded to the nearest cent.

 

E)                                   Unit Pricing — Example:

 

This example will calculate a hypothetical Unit Billing Price for a Part Number with a Base Price of [*****] for Period 3, assuming it is the 12 month period from April 1, 2007 through March 31, 2008.

 

1)            On February 1, 2007 Boeing reviews the most recently published Firing Orders and determines that a total of [*****] aircraft are scheduled to be Boeing Shop Complete between April 1, 2007 and March 31, 2008.

 

2)            Boeing utilizes the “Attachment 20” Airplane Production Quantity Table to determine that the numbers of aircraft which fall into each Tier Level are as follows:

 

	
Tier 1 Airplanes
    	
 
    	
Tier 2 Airplanes
    	
 
    	
Tier 3 Airplanes
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

3)            Boeing utilizes the Quantity Based Price Reduction Percentage Table to identify the appropriate discount percentages to be used for Period 3 Unit Billing Prices for each Tier Level.

 

4)            Boeing utilizes the Unit Billing Price Formula and the information retrieved from Attachment 1 and Tables 1 and 2 as reflected below to calculate the appropriate Unit Billing Price for this Part Number for Period 3.

 

	
H
    	
:Base   Price (as reflected in Attachment 1)
    	
[*****]
    
	
A
    	
:Tier   1 Percent (as reflected in Table 2 above)
    	
[*****]
    
	
B
    	
:Tier   2 Percent (as reflected in Table 2 above)
    	
[*****]
    
	
C
    	
:Tier   3 Percent (as reflected in Table 2 above)
    	
[*****]
    
	
D
    	
:Annual   Airplane Production Total Quantity
    	
[*****]
    
	
E
    	
:Tier   1 airplane quantity (Table 1)
    	
[*****]
    
	
F
    	
:Tier   2 airplane quantity (Table 1)
    	
[*****]
    
	
G
    	
:Tier   3 airplane quantity (Table 1)
    	
[*****]
    
	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
 
    


 

[*****]

 

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 8

 

P              :Unit Billing Price  =   [*****]

 

5)            Boeing will utilize this same methodology to re-calculate Period 3 Unit Billing Prices for all Part Numbers contained within Attachment 1.  Attachment 1 will be updated to reflect new Unit Billing Prices for Period 3 and provided to Seller.

 

6)            Seller will utilize revised Attachment 1 for billing throughout Period 3.

 

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 8

 

F)                                    Boeing Provided Details (BPD) — Cost Savings Process

 

Introduction:

 

Boeing and Seller expect that cost reductions may be accomplished by moving from Boeing facilities the BPD’s related to Seller’s Products and renegotiating certain outside material and parts supply contracts related to Seller’s Products.  The BPD’s will be transitioned from Boeing to Seller based on a mutually agreed plan.

 

Items Included:

 

·                        All BPD parts are identified in SBP Attachment 16, only the following are required to be outsourced:

 

·                        All BPD produced in [*****] will be outsourced.

 

·                        Only parts that are direct shipped to Wichita/Tulsa are included

 

BPD Savings and Application:

 

·                        Boeing will receive an additional [*****] cost reduction per year starting in the year 2006 to the price reduction percentages depicted in the “Quantity Based Price Reduction Percentage Table” (Table 2 above) for Periods 1 through 8.

 

The application of the [*****] price adjustment shall be made to the “Quantity Based Price Reduction Percentage Table” after the calculation of the quantity based price reduction has occurred, for each of the three tiers.

 

Calculation Example:

 

·                        Reference above example (section E) resulted in an initial price of:

 

[*****]

 

·                        Additional [*****] cost reduction applied to Initial Unit Billing Price resulting in the Final Unit Billing Price.  Final Unit Billing Price = [*****]

 

Billing for BPD Parts not yet transferred from Boeing:

 

·                        Boeing will debit monthly (against current unpaid Seller invoices) the value of all BPD parts delivered in the prior month.  The total value will equal the then current Boeing Unit price as outlined in Attachment 16 multiplied by the quantity of parts delivered to Seller in that month.

 

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 8

 

Attachment 16 will be updated periodically by Boeing to reflect the most current Boeing fully burdened cost, except for ATA stringers reference SBP section 12.13.1.1.

 

·                                          This process will remain in effect unless and until an alternate source has been implemented for BPD parts.

 

·                                          Seller will provide Boeing with a 12 month requirements forecast for BPD parts identified for transfer except for any titanium parts which Seller will provide an 18 month forecast.  Seller will also provide no less than four (4) months notification to Boeing prior to alternate source implementation for any BPD part.

 

·                                          BPD Parts are FOB Boeing-dock and will be shipped at Seller cost.

 

Tooling associated with BPD:

 

Only Single use tooling will be made available for transfer to Seller as Boeing accountable tooling.  Single use tooling shall mean any tooling that is used solely for the manufacturing of a single part Number and that is not being utilized by Boeing for any other purpose.

 

Boeing Support of BPD Transfer:

 

Boeing will provide typical supplier technical and outsource support.

 

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 8

 

SBP ATTACHMENT 21 TO
 SPECIAL BUSINESS PROVISIONS

 

COMMODITY LISTING AND TERMS OF SALE

 

(Reference SBP Section 12.13.2)

 

COMMODITY LISTING

 

Aluminum Flat Rolled Products Includes aluminum sheet, aluminum plate, wing plate, and body skins, excluding “soft” aluminum alloys.

 

Aluminum extrusions, all press size or circle size.

 

Titanium includes all wrought and un-wrought titanium mill products.

 

TERMS OF SALE

 

Parties

 

The Seller is The Boeing Company, acting through its agent, TMX.  The Customer is a Boeing subcontractor, at any tier, who is manufacturing a product in support of a Boeing requirement.

 

Sales

 

All materials to be furnished by Seller are to be within the limits and the sizes published by Seller and subject to Seller’s standard tolerances for variations.  Seller will warrant that all materials to be supplied will conform to the descriptions contained herein and on the face of the purchase order and that Seller will convey good title to any such materials free from any security interest, or other lien or encumbrance held by any other party and unknown to the customer.  THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS AND SELLER WILL MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES EXCEPT AS STATED HEREIN.  Seller will not be liable for any incidental or consequential damages for any breach of warranty, express or implied.  Seller’s liability and the Customer’s sole and exclusive remedy will be limited at Seller’s option either to (a) return of the materials and repayment of the purchase price, or (b) replacement of nonconforming materials upon return thereof to Seller.  The Customer shall be required to notify Seller in writing of any claim of breach of warranty and no materials shall be returned to Seller by the Customer without Seller’s consent.

 

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 8

 

TERMS OF SALE — continued

 

Payment Terms

 

The following payment processes will be followed for material sold to Customer by Seller.  All payments shall be in United States Dollars.

 

DEBIT PROCESS

 

The debit process will be used in all circumstances where the Customer has an account with the Seller.  The amount due is the quantity shipped multiplied by the unit price, plus the price for any value added services.  The amount due will be collected by the Seller’s applying a debit to the Customer’s account.  Payment is due on the (net) fifteenth (15th) day from the scheduled delivery date.  The debit will be applied to the Seller’s account on the payment due date.  If the debit amount exceeds the amount outstanding on the Customer’s account, the Customer will remit to The Boeing Company the amount due beyond the debit payment due date.  The foregoing debit process does not apply to Sellers who are only performing under orders issued by the Tulsa Division of the Boeing Commercial Airplanes.

 

INVOICE PROCESS

 

The invoice process will be used for Customers not currently making direct sales to Boeing; foreign countries governed by MITI laws and regulations (currently Australia, Brazil, China, India, Japan, and Korea), and orders issued by the Tulsa Division of the Boeing Commercial Airplanes.  The amount due is the quantity shipped multiplied by the unit price, plus the price for any value added services.  Payment is due on the (net) thirtieth (30th) day after the date of Seller’s invoice, which shall be issued on the day following the date of shipment.

 

DEBIT/INVOICE DISPUTE PROCEDURE

 

Customer may dispute payment amounts due provided that (1) Customer contacts Seller within 25 days of the date of the debit/invoice, (2) Customer provides a complete reason as to the dispute.  If the action is Seller’s to resolve, late payment charges will not be assessed on amounts that are under dispute.  Once a dispute has been resolved, payment terms will be (net) fifteen (15) days from the date of resolution.

 

FAILURE TO PAY

 

In the event Customer fails to make payments when due, Seller reserves the right to assert whatever remedies it may have under law, including setoffs against amounts due from Seller to Customer on other contracts.  In such an event, Seller may, with respect to future orders, require full payment in advance or otherwise alter the terms of payment specified earlier.

 

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 8

 

SBP ATTACHMENT 22 TO
 SPECIAL BUSINESS PROVISIONS

 

ABNORMAL ESCALATION

(Reference SBP 4.1)

 

1.              Prices for Recurring Products will be adjusted for Abnormal Escalation as provided below.  In the event that escalation, as forecast by a composite of the identified below indices, exceeds [*****] for any given calendar year (“Abnormal Escalation”), the Prices for Recurring Products for the subsequent calendar year shall be adjusted by that percentage value which exceeds [*****].  Abnormal Escalation is calculated each year against the Prices for Recurring Products effective for that year and is not cumulative. The adjusted Prices for Recurring Products will revert back to the SBP Attachment 1 Prices for Recurring Products at the beginning of the subsequent calendar year.

 

Any prolonged extraordinary inflation would be considered by the parties to determine any mutually agreeable proper actions to be taken.

 

2.              Adjustments to the Prices for Recurring Products will be determined by the following economic indices:

 

A.            Material — [*****]

 

B.            Labor — [*****]

 

Composite - [*****]

 

3. Special Notes:

 

In the event the U.S. Bureau of Labor Statistics discontinues or alters its current method of calculating the indices specified above, Boeing and [Partner] shall agree upon an appropriate substitution for or adjustment to the indices to be employed herein.

 

All calculations will be held to a six (6) decimal place level of precision.

 

Indices shall be pulled on [November 15th] of each year.

 

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 8

 

4. Abnormal Escalation Formula:

 

Adjustments to the Prices for Recurring Products, if any, for the period 2008 through 2021 shall be calculated as follows:

 

[*****]

 

[*****]

 

A = Adjusted Prices for Recurring Products (20X2 Price)

B = Base Prices for Recurring Products

IP = Percentage of composite index as compared to the previous year

MC = Current material index value (September 20X1)

MP = Previous year material index value (September 20X0)

LC = Current labor index value (3rd quarter 20X1)

LP = Previous year labor index value (3rd quarter 20X0)

 

5. Example: Abnormal Escalation Price Increase

 

B = $2,000,000

MC = September 2008 material index value = [*****]

MP = September 2007 material index value = [*****]

LC = 3rd quarter 2008 labor index value = [*****]

LP = 3rd quarter 2007 labor index value = [*****]

 

IP = [*****]

Since IP > [*****], clause is triggered

 

2009 Unit Price = [*****]

 

6. Example: Abnormal Escalation Clause Not Triggered

 

B = $2,000,000

MC = September 2008 material index value = [*****]

MP = September 2007 material index value = [*****]

LC = 3rd quarter 2008 labor index value = [*****]

LP = 3rd quarter 2007 labor index value = [*****]

 

IP = [*****]

Clause not triggered because (IP < [*****])

 

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 8

 

SBP ATTACHMENT 23 TO
 SPECIAL BUSINESS PROVISIONS

 

767-2C SOW

 

MEMORANDUM OF AGREEMENT 

 

between 

 

THE BOEING COMPANY 

 

and 

 

Spirit AeroSystems Inc.

 

Model 767-2C

Recurring and Nonrecurring Agreement

 

This Memorandum of Agreement (MOA) is entered into as of February 4, 2011 by and between Spirit AeroSystems Inc., a Delaware corporation, with its principal office in Wichita, Kansas (“Seller”), and The Boeing Company, a Delaware Corporation with an office in Seattle, Washington (“Boeing”), acting by and through the Boeing Commercial Airplane business unit.  Hereinafter, the Seller and Boeing may be referred to individually as a Party or jointly as Parties hereto.

 

RECITALS

 

A.       Boeing is seeking award of the contract for the United States Air Force (USAF) KC-X Tanker

B.       Seller currently supplies Products to Boeing which support the 767 aircraft.  Boeing is offering a modified version of the 767, the 767-2C, in support of its response to USAF solicitation FA8625-10-R-6600, for the KC-X Tanker.

C.       Boeing and Seller wish to establish pricing based upon the provisions of this MOA in support of Boeing’s 767-2C Program.

 

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

 

I.                              Entities

 

Any Boeing business unit may order 767-2C Products for the USAF KC-X Tanker program from Seller in accordance with the terms of this MOA.

 

II.                         Applicability

 

This MOA pertains only to the 767-2C Products for the USAF KC-X Tanker program and does not alter any existing agreements relating to other items in SBP MS-65530-0016.

 

III.                    Term

 

A. This MOA shall become effective (the “Effective Date”) and constitute an amendment to SBP MS-65530-0016 at the time Boeing is awarded the USAF KC-X Tanker program, and Boeing provides Seller written direction to begin performance of its obligations under this amendment.  Such amendment shall be attached to SBP MS-65530-0016 within 30 days of the Effective Date.

 

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 8

 

B. If the MOA does not become effective and constitute an amendment to SBP MS-655300016 prior to [*****] the pricing contained herein shall no longer be valid, and shall be subject to renegotiation by the Parties.

 

IV.                 Baseline Statement of Work

 

The Baseline Statement of Work shall be as depicted in 10-BOE-GBH-113 Rev. New, dated February 3, 2011 for fuselage (the “Fuselage BOE”) and 10-BOE-GBH-114 Rev. New, dated February 3, 2011 for propulsion (the “Propulsion BOE”).

 

V.                      [*****] Pricing

 

If the USAF KC-X Tanker contract is awarded to Boeing, then Seller offers to sell to Boeing the Products for the 767-2C Program identified in Exhibits A, B and, C to this MOA at the prices set forth herein, subject to the terms set forth herein.  Seller intends that this [*****] price offer be, and confirms that this [*****] price offer is, except as otherwise provided herein, effective throughout the applicable period of performance as set forth herein.

 

VI.                     Nonrecurring Statement of Work Price and [*****]

 

A.            The nonrecurring price for the Baseline Statement of Work is [*****] as depicted in Exhibit A.

B.            Boeing shall make [*****] other than tooling associated with the Fuselage BOE, in accordance with the process herein.  [*****] shall be as specified in Exhibit G and such [*****] shall be based on [*****] as specified therein.  A schedule of such [*****] shall be agreed and attached as an amendment to the MOA in Exhibit G within [*****] days of the Effective Date.

C.            Boeing shall make [*****] other than tooling associated with the Propulsion BOE, in accordance with the process herein.  [*****] shall be as specified in Exhibit G and such [*****] shall be based on [*****] as specified therein.  A schedule of such [*****] shall be agreed and attached as an amendment to the MOA in Exhibit G within [*****] days of the Effective Date.

D.            In the event of schedule extension or delay, Seller shall be entitled to nonrecurring compensation for the percentage of nonrecurring work other than tooling released at the time of such extension or delay, not to exceed the originally agreed to [*****] due within that [*****] as set forth in Exhibit G. In the event of such schedule extension or delay, Boeing and Seller shall agree on the new [*****] for the remaining engineering release and payments.

E.             Nonrecurring payments for tooling shall be paid by Boeing per the first paragraph of SBP MS-65530-0016 Section 5.2.1.

 

VII.                Recurring Baseline Statement of Work Price

 

A.            Recurring pricing shall be [*****] for the Baseline Statement of Work for the first [*****] shipsets at [*****] per shipset of recurring Products delivered, except as provided otherwise herein.

B.            Thereafter, Baseline Statement of Work recurring prices for shipsets of Products delivered during years [*****] through [*****] shall be the [*****] prices identified in Exhibit A, except as provided otherwise herein.

C.            If the [*****] or subsequent shipsets, deliver to Boeing before [*****], then the baseline recurring shipset price for such units shall be the [*****] baseline recurring shipset price identified in Exhibit A, and such price does not include, but shall be subject to, price and schedule adjustments otherwise set forth in this MOA.

 

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 8

 

D.       Price shall be subject to renegotiation at shipset [*****] should the program exceed [*****] shipsets. [*****], Boeing and Seller shall negotiate an equitable price adjustment.

E.        The firm fixed recurring price shall be valid for any quantity up to 24 shipsets per year; however, if the [*****], the Parties shall negotiate an equitable adjustment in price.

F.         The economic price adjustment clause shall be as depicted in Exhibit E. Such economic price adjustment clause shall be applicable beginning with lot [*****] and shall remain effective thereafter.

 

VIII.                D6-83323

 

For purposes of clarity, descriptions of roles and responsibilities within the Fuselage BOE and Propulsion BOE are only with respect to the original technical requirements. Revisions to the technical requirements which cause Seller to repeat engineering tasks related to Seller roles and responsibilities in the Fuselage BOE or Propulsion BOE are not part of the Baseline Statement of Work Price.

 

If there is a D6-83323 nonrecurring engineering task or activity that has to be performed for the 767-2C that is outside the contents of either the Fuselage or Propulsion BOE, for which Seller has responsibility per the D6-83323, Seller will perform such task or activity provided that Seller receives written direction from Boeing in accordance with SBP MS-65530-0016 and such task or activity shall be subject to an equitable price and schedule adjustment in accordance with the terms of the MOA.

 

The D6-83323 Document will continue to define Seller’s sustaining engineering responsibility for the 767-2C Products.

 

For the avoidance of doubt, and despite reference to D6-83323 herein, the D6-83323 shall remain of lower precedence to the SBP, GTA, Purchase contract, and Order as specified in MS-65530-0016 Section 13.

 

IX.                         Obligation to Purchase and Sell

 

767-2C Products shall be subject to SBP MS-65530-0016 Section 18.0 Obligation to Purchase and Sell provided Boeing is awarded the contract for the USAF KC-X system requirements.

 

X.                              Schedule

 

A.            A Boeing-Seller master phasing plan shall be attached as an amendment to the MOA within 30 days of the Effective Date.

B.            The minimum number of months to avoid Seller schedule compression shall be [*****] months for fuselage and [*****] months for propulsion as measured from the time Boeing provides written direction to Seller to begin performance of its obligations (based upon Boeing’s receipt of award of the USAF tanker program) to the time of Seller’s first unit delivery to Boeing.  In the event that Seller provides any build-to-print work hereunder, the Parties shall agree upon the minimum number of months to avoid schedule compression to Seller as measured from the time of Boeing’s release of frozen detail part definition to delivery to Boeing of the associated unit.  For clarification purposes, frozen part definition

 

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 8

 

must include all technical data such as dimensions, materials, ply lay ups if applicable, treatments and process specifications for detail part fabrication.

C.            In the event that the USAF awards the USAF KC-X Tanker contract to Boeing and the subsequent Program schedule causes a compression of Seller’s schedule, such Program schedule shall constitute a Change and be subject to SBP MS-65530-0016 Section 7.1 “Price Adjustment for Changes”.  For the avoidance of doubt, any subsequent schedule change that increases or decreases the cost or time required to perform the contract, SBP MS-65530-0016 Section 7.1 shall continue to apply.

D.            In addition to the foregoing, the lead times established in Attachment 6 of the SPB MS-65530-0016 shall remain in effect.

 

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 8

 

XI.                    Changes

 

A.              Initial Changes

 

Any Change occurring prior to FAA certification of the 767-2C, that is incorporated on any of the first four shipsets, shall constitute an Initial Change.  Initial Changes shall be subject to SBP MS-65530-0016 except as otherwise identified within this MOA.  Initial Changes shall not be subject to the Change thresholds described in SBP MS-65530-0016 article 7.2.  For the avoidance of doubt the equitable price adjustment for an Initial Change shall include all units upon which the Change is incorporated, including any of the first four units and any subsequent units such Change is incorporated upon, and those for retrofit.

 

B.              Nonrecurring Changes Payment

 

1. Payment for the Engineering portion of Boeing required Changes that result in Seller’s release of Engineering Drawings prior to Seller’s 100% Drawing Release, and for which a price has been agreed to between the Parties and a correct and valid invoice has been received by Boeing, shall be paid by equally distributing the agreed price for the Engineering portion of the Change to [*****] in Exhibit G.  Such [*****] shall be made net [*****] calendar days after the applicable [*****] as defined in Exhibit G.

 

2. Payment for the Engineering portion of Boeing required Changes that result in Seller’s release of Engineering Drawings after Seller’s 100% Drawing Release, and for which a price has been agreed to between the Parties and a correct and valid invoice has been received by Boeing, shall be paid net [*****] calendar days following the later of fours months after the date of Seller’s release of the drawings required by the Change, or the date of the agreement by the Parties on the price of the Engineering Change.

 

C.              Change Negotiation Process

 

Subject to Seller’s delivery of a fully supported proposal to Boeing within the timeframes described in SBP Section 7.9 “Proposals for Price Adjustment”; Boeing shall make an offer to Seller within 90 days of receipt of such proposal, and the Parties shall mutually agree to jointly set negotiation priorities and schedules and to engage in diligent good faith negotiations to settle the claims.  If a settlement is not subsequently reached within [*****], the negotiations shall be elevated to Senior Contracts Management for resolution.

 

D.              Rates and Factors

 

The Parties shall continue to negotiate rates and factors for pricing Initial Changes to reach agreement within [*****] of execution of the MOA.  Such agreement shall be documented as an amendment to the MOA.  Boeing and Seller Senior Contracts Management shall have meetings twice monthly with each other to ensure adequate progress in negotiations.  If the teams designated by each Party do not reach agreement on such rates and factors within [*****] of the execution of the MOA, such negotiations shall be elevated to Senior Contracts Management.

 

E.               Common Changes

 

For nonrecurring Changes that are common to sustaining program(s) and 767-2C, the aggregate price of the Change for all affected programs shall be used to assess clearance of the applicable threshold.  Only a single threshold shall apply for nonrecurring Changes that are common to sustaining program(s) and the 767-2C in order to assess whether the aggregate price of the common Change exceeded such threshold. The applicable threshold shall be derived from the program on which the Change is first

 

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 8

 

incorporated. The nonrecurring price of the portion of a Change that is common shall be charged to the program on which the Change is first incorporated.

 

XII.               Post Delivery Modifications

 

If the Government pursues any future modifications to the USAF KC-X Tanker weapon system or equipment after delivery of the USAF KC-X Tanker from The Boeing Company to the Government, regardless of whether the Government procures the modification from the Original Equipment Manufacturer or from a third party manufacturer, Seller agrees to provide to Boeing, as reasonably necessary, the same support consisting of engineering consultation, analyses, and access to technical data and licenses which are required by MS-65530-0016; and Seller shall authorize Boeing to release the results of such engineering consultation, analyses, and access to technical data and licenses to the Government and or Government selected third party.  The Seller’s support will be provided at commercially reasonable terms at the time of the effort.  The price for any support provided by the Seller in accordance with this special contract provision shall be negotiated by the Parties after the Government identifies the nature and scope of the support effort required.

 

XIII.          SBP MS-65530-0016, Attachment 4

 

PRR engineering thresholds described in SBP MS-65530-0016 Attachment 4 shall not be applicable for calculation of equitable adjustment for Initial Changes.

 

XIV.           Weight

 

Seller shall participate in any weight reduction studies as authorized by Boeing and agreed to with Seller per the engineering service agreement SBP-6-5118-AEC-016 to support assessment of airplane weight reduction initiatives.  Seller shall ensure controls are in place to prevent weight growth in the manufacturing process.  Periodic reporting of component weights shall be required to validate such controls are effective and to initially establish actual airplane component weight targets.  Seller shall utilize traditional weight efficient design practices.  Seller does not agree to a guaranteed weight as part of this agreement.  Any guaranteed weight shall be subject to mutual agreement of the Parties.

 

XV.                Obsolescence

 

Seller shall work to minimize the impact of obsolescence of Products and components throughout the term of the Contract.

 

XVI.           [*****]

 

[*****] shall not apply to 767-2C end item pricing, and 767-2C end item deliveries shall not be counted toward commercial [*****].

 

XVII.      Spares and Warranty

 

Spares shall be subject to, and Spares pricing shall be calculated in accordance with, SBP SPARES-65132-0270.  However, the warranty period shall be limited to [*****] from delivery to USAF.

 

XVIII.                                                 Federal Acquisition Regulation Commercial Item Procurement

 

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 8

 

A.                        Exhibit F to this MOA lists those clauses from FAR, DFARS, Air Force Federal Acquisition Regulation Supplement (“AFFARS”), and/or Air Force Materiel Command Federal Acquisition Regulation Supplement (“AFMCFARS”) required by law, regulation, or the prime contract to be included in the subcontract (“Subcontract”) between Boeing and Seller under the 767-2C Program.  So long as Seller is delivering “commercial items” as defined in FAR Clause 52.244-6 and FAR 2.101 (with the terms “General public and nongovernmental entities” as used in the definition of “commercial item” at FAR 2.101 being defined in DFARS 202.101) (“Commercial Item”), the only FAR, DFAR, AFFARS, or AFMCFARS flow down clauses that shall be included in the Subcontract are those specified in Exhibit F.

B.                        Seller is the world’s largest supplier of commercial airplane assemblies and components supporting Boeing’s 737, 747, 767, 777, and 787 commercial aircraft with most of its sales to the commercial aircraft market.

C.                        The Parties agree that this MOA shall be for Commercial Items.

D.                        To the extent that Seller has design-build responsibility, or discretion regarding parts selection, Seller will promptly provide information as to its proposed design and/or parts selection to Boeing if such design and/or parts selection has aspects that reasonably would affect the qualification of a Deliverable as a Commercial Item.  If either Party believes that such proposed design and/or parts selection would adversely impact the qualification of the Deliverable as a Commercial Item, the Parties shall cooperate in promptly reaching a resolution, acknowledging that maintaining any production schedule is paramount.  Boeing shall not issue Seller any modifications or change orders under this MOA, which can only be satisfied by the delivery of products or services that do not meet the definition of Commercial Item.  To the extent that either the US Government or Boeing requires Changes which Seller reasonably believes do not qualify as a Commercial Item, the parties shall promptly develop change incorporation plans to mitigate the risk and the need for Spirit to perform non-commercial effort.  Should the U.S. Government determine that the statement of work (SOW), or any portion thereof, does not qualify as a Commercial Item, the Parties shall cooperate and work together to obtain a contracting officer determination under FAR 15.403-1(c)(3) that the item(s) are commercial item(s).  If (i) the contracting officer finally determines that the item(s) are not commercial item(s), or (ii) Seller reasonably believes a Change does not qualify as a Commercial Item, the Parties shall use their commercially reasonable best efforts to transition, with minimal disruption, that portion of the SOW which represents the noncommercial item to another supplier and shall amend this MOA to reflect such transition and the contracting officer’s determination.  The Parties acknowledge and agree that the alternative of compelling Seller to accept and/or perform work on the USAF KC-X Tanker program which does not qualify as work for a Commercial Item is the least desired alternative, and Boeing will exert every reasonable effort to avoid that alternative subject to good faith cooperation by Seller.  In the event that such transition is not achievable with commercially reasonable best efforts, or in the event that such transition occurs, the MOA shall be amended by the Parties to reflect the modification of the MOA terms.  If amendment of the MOA causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this MOA, Boeing shall make an equitable adjustment to the price, the delivery schedule, or both, provided that Seller reasonably satisfies its obligations in (1)(7) of this provision.  Such cost adjustment shall include, but is not limited to, [*****].  Boeing shall make such equitable adjustment so long as Seller:

 

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 8

 

1.                  exercised reasonable due diligence in developing a design and selecting parts that would reasonably ensure its Deliverables would satisfy the FAR Commercial Item definition in advance of performance of its Baseline SOW, and of any subsequent changes to its Baseline SOW;

2.                  provided Boeing prompt information as to its proposed design and/or parts selection if such design or parts selection has aspects that would reasonably affect the qualification of a Deliverable as Commercial Item;

3.                  provided Boeing, in response to a contracting officer determination that the SOW or any portion thereof did not qualify as a Commercial Item, data reasonably available to Seller that reasonably supported a determination that Seller’s Deliverables were Commercial Items;

4.                  provides Boeing Seller’s other than cost or pricing data as described in FAR 15.403-3 relating to any Deliverables if requested by the U.S. Government contracting officer;

5.                 provides Boeing or the U.S. Government contracting officer Seller’s cost and pricing data relating to any Deliverables that the U.S. Government determines do not qualify as Commercial Items following a final determination by the U.S. Government that the SOW or any portion thereof did not qualify as a Commercial Item;

6.                  provides Boeing the necessary technical data and tooling to enable another source of supply to perform that portion of the SOW which represents the noncommercial item in the event that Boeing transfers that portion of the SOW to another supplier, provided that the transfer of such tooling does not interfere with Seller’s performance of the remaining portions of the SOW; and

7.                  continues to perform its entire SOW unless and until the Parties can transition that portion of the SOW which represents the noncommercial item to another supplier.

E.         The prices in this MOA for the Baseline Statements of Work are based upon, and take into account, the terms and conditions in the FAR and DFARS clauses identified in GTA BCA-65530-0016 Section 21.2 and Exhibit F.  Otherwise, the prices contained in this MOA for the respective Baseline Statements of Work do not include the [*****].

 

XIX.               Export Compliance

 

A.       In performing the obligations of this Agreement, both Parties will comply with United States export control and sanctions laws, regulations, and orders, as they may be amended from time to time, applicable to the export and re-export of goods, software, technology, or technical data (“Items”) or services, including without limitation the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”), and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control (collectively, “Export Control Laws”).

B.       The Party conducting the export shall be responsible for obtaining the required authorizations.  The Party conducting the re-export shall be responsible for obtaining the required authorizations.  Each Party shall reasonably cooperate and exercise reasonable efforts to support the other Party in obtaining any necessary licenses or authorizations required to perform its obligations under this Agreement.

C.       The Party providing Items or services under this contract shall, upon request, notify the other Party of the Items or services’ export classification (e.g., the Export Control Classification Numbers or United States Munitions List [USML] category and subcategory).

 

XX.               Order of Precedence

 

Except as specified herein, all other terms and conditions of SBP MS-65530-0016 shall apply. In the event of a conflict between the terms of this MOA and the SBP MS-65530-0016, the terms of this MOA shall have precedence.  The Exhibits to this MOA are incorporated as part

 

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 8

 

of this MOA.

 

XXI.                         Termination

 

In the event of termination of an Order, in whole or in part, for any reason other than Seller default, or in the event of termination of the 767-2C Program for any reason other than Seller default, Seller shall have the right to submit a written termination claim under Section 12.0 of the GTA BCA-65530-0016 for nonrecurring work and materials.  The reference in Section 12.3 to FAR 52-249-2 is changed to the May 2004 version of the clause without alternates, paragraphs (e) — (h) of which are incorporated herein by reference except “Government” and “Contracting Officer” shall mean Boeing, “Contractor” shall mean Seller and “Contract” shall mean “Order,” “Contract,” or “Program” as applicable.  Notwithstanding the foregoing, Seller shall not be subject to cost principles and shall use commercially allowable records as it relates to paragraphs (e) — (h) above.  Boeing shall be obligated to pay for Seller nonrecurring expenses in accordance with FAR reference specified herein.  However, in the event that such termination of Seller is as a result of USAF termination of Boeing under its prime contract with the government, [*****].  The foregoing is limited to nonrecurring payment in termination for any reason other than Seller default, and is not intended to augment or supersede terms of BCA-65530-0016 or SBP MS-65530-0016 related to payment of recurring costs in termination.

 

XXII.                    Choice of Law

 

This MOA shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws.

 

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.
    
	
 
    	
 
    	
 
    
	
Signature:
    	
 
    	
Signature:
    
	
 
    	
 
    	
 
    
	
Printed Name:
    	
 
    	
Printed Name:
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
Date:
    	
 
    	
Date:
    


 

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 8

 

Exhibit A

 

Work Statement and Pricing

 

Baseline Statement of Work Nonrecurring:

 

	
 
    	
 
    	
Structures
    	
 
    	
Propulsion
    
	
Nonrecurring other than tooling
    	
 
    	
[*****]
    	
 
    	
[*****]
    
	
Tooling
    	
 
    	
[*****]
    	
 
    	
[*****]
    


 

Baseline Statement of Work Recurring:

 

	
 
    	
 
    	
Total S/S
    	
 
    	
Fuselage*
    	
 
    	
Strut*
    	
 
    	
Nacelle*
    
	
Recurring Price Units [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Price Calendar [*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




*Boeing and Seller shall agree on the further allocation of the Fuselage, Strut, and Nacelle shipset pricing as set forth above into end-item prices within 30 days of execution of the MOA.  The sum of the end-item prices for each of the Fuselage, Strut, and Nacelle shall equal the total shipset prices as set forth above.

 

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 8

 

Exhibit B

 

10-BOE-GBH-113 Rev. New, Dated February 3, 2011

 

Spirit AeroSystems, Inc. Proprietary, Business Confidential, Boeing Proprietary,

 

The information herein may contain Technical Controlled data under Category VIII (i) of the International Traffic in Arms Regulations (ITAR).  The control of this data is set forth by the Department of State, Directorate of Defense Trade Controls: 22 CFR§ 120-130.  Export of this data by any means to unauthorized persons, as defined by these laws, whether in the United States or abroad, without an export license or other approval from the U.S. Department of State is expressly prohibited.

 

FUSELAGE BASELINE STATEMENT OF WORK

 

FUSELAGE BASELINE STATEMENT OF WORK AND GENERAL QUALIFICATIONS

 

The following constitutes the basis for Seller’s Baseline Statement of Work price, and modification from 10-BOE-GBH-113 Rev. New, Dated February 3, 2011 constitutes a Change.

 

A.                        FUSELAGE BASELINE STATEMENT OF WORK:

 

1.              Except as otherwise stated herein the Baseline Statement of Work price is based on Spirit redlines (10-BOE-110-GBH, Exhibit B, Fuselage Baseline Statement of Work Technical Configuration Memo, Rev. New, June 7, 2010) to paragraphs 1.4.1 through 1.4.1.9 (less 1.4.1.6) of the Statement of Work (SOW) as described in CONFIG-BKQ15-C09-018 Rev. A (Configuration Description, Model 767-PD-2127 Rev I, Tanker Provisioned 767- 2CX Derivative, Section 41 and Related Systems Extract for Spirit AeroSystems), dated March 17, 2010, prepared by Lennard Baron.  Paragraphs 0 through 1.4.0, and 1.6 through the remainder of CONFIG-BKQ15-C09-018 Rev. A is reference information only for Seller.

 

2.              The Baseline Statement of Work price includes all approved PDDMs identified in the configuration memo (CONFIG-BKQ15-C09-018 Rev. A, Table 0.1-3), but does not include work or material for any Tanker associated follow on trade studies or PDDMs for section 41.

 

3.              Seller is not responsible for design or installation of any ballistic panels for military applications.  Seller shall design floor panels in areas not requiring ballistic protection.  Seller is not responsible to design and install floor panels requiring ballistic protection.  Seller shall design and install structural provisions for the refueling receptacle.  Seller shall design the mini crown panel assembly to include the skin, doubler, slipway, frames and intercostals.  Seller is responsible to build the mini crown panel assembly or have it built by a Seller designated vendor.  The baseline SOW does not include Seller effort related to boom strike protection.  Refueling doors, actuators and associated mechanisms shall be installed pre-rigged by Seller, or by Seller designated vendor, but such items shall be designed by Boeing and provided to Seller or the Seller designated vendor.  Seller shall design and install water system provisions to include a water service pan and door.  Seller shall provide provisions for structural hard points (mounting locations) for AROS operator deck that are similar to commercial 767 aircraft structure responsibility of Seller prior to execution of the MOA.  Seller is not responsible to install AROS system.

 

4.              The bill of material for the Baseline Statement of Work is documented in file “10-BOE-110-GBH, Exhibit C, Fuselage Baseline Statement of Work Bill of Material, Rev. New, June 7, 2010.xls”.  This document assumes 767 line unit [*****] as a baseline and contains only the

 

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 8

 

delta work statement to design build and install new details/assemblies and installations for 767-2CX section 41 end items 141T0100-xxx (receptacle panel), 141T0200-xxx (lower Lobe), 141T0300-XXX (LH side panel), 141T0400-XXX (RH Side Panel, 141T0800-XXX (Cab Assy).  The work statement also contains the design effort for Boeing build/installation responsibility parts (ex. floor panel details/installs and section 41 join details/ installs).  Item A parts are parts for which engineering responsibility for non-structural details, assemblies and modules resides with Boeing and build responsibility resides with Spirit.  Item A parts are not included in Exhibit C.  (Reference paragraph 40)

 

5.              In addition to the section 41 end items, Seller’s Baseline Statement of Work price includes loose parts for section 41 and seat tracks for other sections of the airplane as set forth in 10-BOE-110-GBH, Exhibit D, Fuselage Baseline Statement of Work Loose Parts List, Rev. New, June 7, 2010.  This list also includes a shear pin for the Nacelles, a bracket assembly for the forward spar and a bracket assembly for the aft spar.  A quantity of one was assumed for each of the parts on this list.  All items on the list with yellow highlighting were identified by Boeing as similar-to parts which will be changing for the 767-2CX.  New plans and NC tapes were assumed for only the highlighted parts.  Seller does not have design responsibility for the loose ship parts.

 

6.              The Baseline Statement of Work for new and revised Tooling is set forth in 10-BOE-110-GBH, Exhibit F, Fuselage New and Revised Tooling List, Rev. New, June 7, 2010.  The 767 manufacturing line utilized prior to execution of this MOA will be used for production of 7672C.

 

B.                        FUSELAGE GENERAL QUALIFICATIONS:

 

1.              As of the date of signature of this MOA Seller has not received the Design Criteria, Design Requirements and Objectives (DR&O) or the Customer Specific Option Selection (CSOS) documents for the 767-2C.  Any additional requirements in these documents that exceed or change those in the Baseline Statement of Work are not included in Seller’s Baseline Statement of Work price.

 

2.              Except as otherwise set forth herein, the Seller 767 manufacturing line existing prior to execution of this MOA shall be utilized for manufacture of the 767-2C.

 

3.              Seller shall only be responsible to remove unnecessary structural and systems provisions within the Baseline Statement of Work if Seller design is modifying the module, assembly, or affected detail pursuant to some other design requirement.

 

4.              Seller shall not be responsible for the design or build integration of section 41 to section 43. Boeing bears the responsibility of body integration for the section 41/43 join.  The K-hole indexing plan and location/attachment of lift fittings existing prior to execution of this MOA shall be maintained.

 

5.              Any skin gauge increase from that utilized in a particular part prior to the execution of this MOA shall not exceed the capabilities of the current stretch form blocks utilized by Seller. This Baseline Statement of Work price is based upon [*****] prior to execution of this MOA.

 

6.              Any [*****] from that existing in sustaining production prior to execution of this MOA [*****] is not included in the Baseline Statement of Work price.

 

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 8

 

7.              Any [*****] from that existing in sustaining production prior to execution of this MOA for all skins in the statement of work having impact on [*****] to Seller is not included in the Baseline Statement of Work price.

 

8.              Conversion of Mylar/V4 models to CATIA V5/Enovia/PDM with 2D drawings shall only be performed for new parts released within the Baseline Statement of Work as set forth in 10-BOE-110-GBH, Exhibit C, Fuselage Baseline Statement of Work Bill of Material Rev. New, June 7, 2010.  For purposes of clarity, re-tabbed parts will not be converted to V5 and “new parts released” refers to parts that were released as a result of modification from or addition to sustaining production existing prior to execution of this MOA.  Any impact to Seller [*****] are not included in the Baseline Statement of Work price.

 

9.              For Catia V4 to V5 conversion referenced herein, Boeing shall provide software and/or thick/thin client access to Spirit for use as set forth in the Long-Term Access (LTA) matrix for sustaining 767 programs.

 

Boeing agrees that Supplier may utilize a third-party engineering contractor for purposes of converting, to the extent contemplated under this MOA, Boeing sustaining program drawings from Catia V4 to Catia V5 as needed, either in advance of design for 767-2C program unique characteristics, or otherwise in compliance with ITAR requirements. Utilization of third-party engineering contractor shall comply with proprietary information requirements of BCA-65530-0016 Article 20.

 

10.       Seller shall not be responsible for any interiors design to account for height mismatch between Seller designed traditional floor panels (non-ballistic protection) and Boeing design floor panels for ballistic protection (trip hazard).

 

11.       The Baseline Statement of Work price contained herein is based on [*****] prior to the execution of this MOA.

 

12.       The Baseline Statement of Work price is based upon [*****] existing prior to the execution of this MOA except to the extent otherwise specified in the [*****] set forth as part of the Baseline Statement of Work clarification.

 

13.       Boeing shall provide an appropriate number of Riverbed Technology and licenses to Seller if Enovia is used.

 

14.       The Baseline Statement of Work price does not include any modifications after initial basic release, with exception of [*****].

 

15.       Finite element modeling shall be MSC-Nastran-Patran.

 

16.       Boeing shall provide Seller with a coarse grid FEM of section 41 representing the Baseline Statement of Work configuration, including a super element representing the stiffness of the remaining airplane with external applied loads or the equivalent stiffness of section 43.  The super element shall be validated, by Boeing, against displacements from the master model. Seller shall update FEM model of Section 41 to include refueling receptacle and preliminary sizing.

 

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 8

 

17.       Boeing shall be responsible for providing preliminary and final structures/systems interfaces that affect Seller design SOW by the negotiated Preliminary Interface Design Definition (PIDD) and Final Interface Design Definition (FIDD) dates.  Any delay or revision of such interface data after negotiated dates shall be subject to remuneration to the extent it drives additional Seller effort or expense.  Seller shall not be obligated (design or build) to incorporate late interface definition during initial basic release if incorporation of late or revised interface information does not support Seller engineering and build schedule.

 

18.       For purposes of clarity, a single issuance of the following loads from Boeing to Seller shall constitute a complete Single Certification Loads Data Set (SCLDS) for Seller fuselage work: 1. Static ultimate, 2. Decompression, 3. Fatigue, 4. ITDAS templates, 5. Interface, and 6. Floor frame / decompression.  Seller’s Baseline Statement of Work price is limited to engineering effort and other expenses related to a single loads cycle as defined above as SCLDS.

 

19.       Seller’s Baseline Statement of Work price is based upon Boeing providing [*****], by dates to be agreed upon as relates to support nonrecurring product definition for the associated structure.

 

20.       Boeing shall be responsible for providing payloads certification interface loads for interior items attaching to section 41 structure including but not limited to lavatory, galley, closet, AROs, seats, and crew rest.  For concentrated interior loads greater than 300 lbs (waste water tank, water tank, instrument closets, etc), discrete loads shall be included in the floor/frame internal loads analysis.  Boeing shall provide interface loads by dates to be agreed upon as relates to support nonrecurring product definition for the associated structure.  Any delay or revision of such loads data shall be subject to remuneration to the extent it drives additional Seller effort or expense.

 

21.       The Baseline Statement of Work price is based on informal One-Page loads Estimate Comparison received as part of Boeing letter 6-5255-CH-10-133 on September 15, 2010. Such load comparison shows [*****].  Any exceedance [*****] that impacts Seller Design, Build or Analysis effort will be subject to remuneration.

 

22.       The Baseline Statement of Work price is based on utilization of 767-400 Structural Criteria document requirements existing prior to the execution of this MOA (D6T11108-2, Rev. A, dated May 27, 1998 and D141T-001, Rev B, dated August 24, 1998).

 

23.       The Baseline Statement of Work price is based on the multi-element design/construction approach and the failsafe analysis approach used on current 767 Passenger airplanes in existence prior to the execution of this MOA.

 

24.       Boeing Structures Work Station (SWS) and Common Structural Work Station (CSW) analysis tools (IAS, SA, SA+, SAPB, MATDB, FASTDB, IDTAS, FEADMS, Moss-Duberg, FAMOSS, APARD, DTNAL and other programs for Damage Tolerance) shall be made available to and utilized by Seller, and are the basis for the Baseline Statement of Work price.

 

25.       Boeing shall provide access to Boeing’s internal loads (Python) codes to Manipulate Bulk Data File (BDF) for model updates.  Specific Python codes Include split.py, split_grid.py, and apard_properties.py.

 

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 8

 

26.       The Baseline Statement of Work price does not include Seller support to Boeing for the Aircraft Recovery Documents or Flight Testing.

 

27.       Strength Check Notes (SCN) shall be archived electronically in the ANI/Castle database by Boeing.  Seller shall create cover sheets and provide files to Boeing for submittal in the database by the Boeing librarian.  Filing of SCNs in Enovia is not in Seller’s Baseline Statement of Work.

 

28.       SCNs are considered informal analysis notes.

 

29.       Quality requirements shall be D6-36592-1, Rev. A.

 

30.       The Baseline Statement of Work price is based on certification analysis deliverables from Seller section 41 to Boeing limited to inputs for the following documents:

 

a.              Static/Ultimate

b.              Damage Tolerance

c.               Sudden Pressure Loss

d.              Detailed Level Report

e.               Maintenance Planning Document.

 

31.       Seller Baseline Statement of Work price includes section 41 inputs for the formal certification documents listed above and respective OBAR 8100-3 form approvals as of the date of execution of this MOA.  Compilation and formatting of the certification documents shall be Boeing’s responsibility.  For purposes of clarity, Seller’s Baseline Statement of Work price does not include any certification or analysis for testing or any test hardware/units.  Seller shall review all SCNs for approval for certification in accordance with D6-36592-1, Rev A July 14, 2009.  Spirit will support Boeing review of SCNs.  If Boeing requests revisions that are not directly due to technical findings caused by Seller, such impact will be subject to remuneration to Seller.

 

32.       Boeing shall provide Seller access to GTTA drawings, CATIA, models and stress analysis for 767-2C structure that is the same or similar to GTTA structure.

 

33.       Boeing shall be responsible for making all entries into the WDEX system for 767-2C.  Seller shall provide weight information to Boeing if and as required per an agreed to weight process to be determined.

 

34.       Standard Boeing Commercial Damage Tolerance Methods (D6-24958, Book 3, Oct 2009 Revision) shall be utilized for damage tolerance analysis of modified details.

 

35.       Any Item B parts are parts for which engineering responsibility for the non-structural details and assemblies resides with Boeing, but the engineering responsibility for the next higher structural assembly and module resides with Spirit.  Build responsibility also resides with Spirit for such parts.  Any Item B parts to be installed by a Seller engineering module shall be released by Boeing by the engineering release date to be negotiated between the parties. Any Boeing engineering parts that are not released by their negotiated date will not be included on Seller module release if late release does not support Seller engineering and build schedule.

 

36.       Based on the One-Page loads Comparison received as part of Boeing letter 6-5255-CH-10133 on September 15, 2010, Boeing and Seller will agree to document areas of minimal

 

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 8

 

loads and requirements changes, and agree on analysis and documentation required for such areas by Firm Structures Loads Configuration (FSLC), Dec 17, 2010.

 

[*****] (scheduled for release in the fall of 2011) or other Boeing requirements changes that drive additional analyses effort for Spirit above the documented agreement shall be subject to remuneration.

 

37. The Baseline Statement of Work price is based on the -400 FAA amendment level and certification requirements applicable prior to execution of this MOA; and therefore assumes that any required increase or change in certification level that impacts new or existing part cards, including analysis, design or build activity, shall be subject to remuneration.  No test hardware or modification of certification requirements from the 767 baseline passenger configurations in sustaining production prior to the execution of this MOA produced are included in the Baseline Statement of Work price.  As such, the 767-200C is planned to be certified to 14 CFR Amendment 25-159 with the following exceptions as per G-1 paper draft:

 

a.                                           25.677(b) at 25-23

 

b.                                           25.1435 (a)(b) at 25-41

 

c.                                            25.1329(h) at 25-46

 

d.                                           25.783(e)(f) at 25-23

 

e.                                            25.365(e), e(2) at 25-54 (same as original certification basis for 767)

 

f.                                             25.571 at 25-86

 

g.                                            25.1301 at 25-0

 

h.                                           25.1309 at 25-41

 

38. The Baseline Statement of Work price does not include any modifications in bird strike protection requirements from the 767 baseline passenger configurations in sustaining production prior to the execution of this MOA, nor does it include any modifications in the location of critical flight control systems/components requiring such protection.

 

39. The Baseline Statement of Work price is based upon material usage consistent with Seller’s 767 commercial usages prior to the execution of this MOA.  For any new material requirements, Boeing shall be responsible for providing allowables data for analysis and certification activities.

 

40. The Baseline Statement of Work is based on a maximum of 43 Item A part cards.  Effort required for additional part cards beyond the 43 shall be subject to remuneration.  Seller shall have the opportunity to conduct manufacturing producibility review of new Boeing engineering planned for installation by Seller.  New engineering for which Boeing is responsible shall include determinant assembly features as required by Seller manufacturing to support Seller build plan.

 

41. Except as otherwise set forth herein, the Baseline Statement of Work price is based upon use of the same software applications utilized for the 767 Program prior to the execution of this MOA.

 

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 8

 

Exhibit C

 

10-BOE-GBH-114 Rev. New, dated February 3, 2011

 

Spirit AeroSystems, Inc. Proprietary, Business Confidential, Boeing Proprietary,

 

The information herein may contain Technical Controlled data under Category VIII (i) of the International Traffic in Arms Regulations (ITAR).  The control of this data is set forth by the Department of State, Directorate of Defense Trade Controls: 22 CFR§ 120-130.  Export of this data by any means to unauthorized persons, as defined by these laws, whether in the United States or abroad, without an export license or other approval from the U.S. Department of State is expressly prohibited.

 

STRUT BASELINE STATEMENT OF WORK

 

STRUT BASELINE STATEMENT OF WORK AND GENERAL QUALIFICATIONS

 

The following constitutes the basis for Seller’s Baseline Statement of Work price, and modification from 10-BOE-GBH-114 Rev. New dated February 3, 2011 constitutes a Change.

 

A.            STRUT BASELINE STATEMENT OF WORK

 

Seller’s Baseline Statement of Work is based upon the 767-200ER 311T4290-61 and -62 strut assemblies, with a change from the PW4060 engine to the PW4062 engine, and with installation of a larger Integrated Drive Generators (IDG) to support electronic loading.  In addition, the Seller Baseline Statement of Work includes provisions for a larger power feeder cable and grounding and wire bundle enhancements as set forth herein.

 

Excluded from this statement of work are Coordination Sheet P-YP70-ERA 10-08 dated 4/26/10 regarding provisions for Electromagnetic Effects Requirements for the Engine and Cowl of the 767-2CX (including, but not limited to, HIRF and lightning strike protection), and Coordination Sheet P-YP70-ERA 10-03 dated 2/25/10.

 

B.            STRUT GENERAL QUALIFICATIONS

 

1.              Test Instrumentation hardware is not defined and is not included in the Baseline Statement of Work price.

 

2.              Tooling and NC tapes impacts associated with engineering changes are not included in the Baseline Statement of Work price.

 

3.              Seller’s administration responsibilities shall be: 1. program planning and scheduling, 2. coordination meetings with Boeing program office, and 3. records management.

 

4.              Seller’s certification responsibilities shall be: 1. management of Seller’s portion of strut structures certification effort, 2. Coordinate with Boeing in Boeing’s certification effort as needed, 3. Preparation of data for inclusion in certification document deliverables as part of Boeing’s certification plan, and 4. Signature of 8100 forms as appropriate. Certification document deliverables are static analysis (ultimate, limit), damage tolerance analysis, fan blade out and windmilling, and rotor burst.

 

5.              Seller’s design support responsibilities shall be: 1. Supervision of structural analysis effort, 2. Review and incorporation of new, single set of certification loads, pressures, and temperatures, 3. Complete loads assessment of strut structure for new loads against -300ER certification loads, 4. Development of strength check notes for all strut structure with higher loads than -300ER 5. Review and approve 120KVA power feeder provisions, 6. Assist Boeing in minor updates to the Structural Repair Manual (SRM) revisions/documents to the extent specified herein, 7. Provide data and forms for the Maintenance Planning Document and Structural Inspection Planning Data (SIPD), and 8. Execution of Seller Material Review Board (MRB) effort required prior to certification for rejection tags.

 

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 8

 

6.              Seller shall be responsible for work statement in support of the strut box structure as follows: 1. Structural analysis including ultimate, limit, fatigue, damage tolerance, Fan Blade Off (FBO)/windmilling, rotor burst and wheels-up landing, 2. Revise finite element modeling for inclusion in integrated finite element model, 3. Validate Integrated Finite Element Model (IFEM), 4. Determine fatigue life, 5. Determine margins of safety, 6. Determine damage tolerance capability to include residual strength, crack growth, and Damage Tolerance Rating (DTR) analysis, 7. Prepare analysis documentation to include strength check notes and formal analysis inputs, and 8. Transmit analysis to Boeing.  For transmission of analysis to Boeing, electronic PDFs are acceptable, and original paper copies shall be provided by Seller upon request.

 

7.              Seller shall be responsible for the design and substantiation of strut box structure, including R1 first fastener row and on, and R2 first fastener row and on.  Seller responsibility for design and substantiation of strut box structure excludes: 1. All strut-to-wing attachment links and pins, 2. Strut mounted R3/R4 (duckbill) fitting, 3. Strut mounted R1 lug and effects of link misalignment, and 4. Strut mounted R2 lug and effects of link misalignment. 5. Strut mounted R7/R8 lug and effects of link misalignment.

 

8.              Seller shall not be responsible for design and substantiation of strut-to-wing attachment, including strut fittings, and shall not be responsible for engine mount structure.  In addition the Baseline Statement of Work price does not include combustor burn through analysis, damage locations modifications, or modifications to sonic environment.

 

9.              Boeing shall provide loads, pressures, temperatures and sonic environment data to Seller. Seller’s Baseline Statement of Work price is based upon a single set of loads, pressures, temperatures and sonic environment data.

 

10.       Seller’s Baseline Statement of Work price is based on use of existing strut hardware as defined by Section A above with no alteration except for upper spar web cut out enlargements (reference DWG 311T3110-60).

 

11.       Seller’s price for the Baseline Statement of Work does not include: 1. Test support, 2. Test hardware, 3. Writing of test plans or test reports 4. Support for Preliminary Design Review (PDR) or Critical Design Review (CDR), 5. Travel, 6. Safety assessment of existing fleet hardware to current certification basis or analysis methods, nor 7. Air Force specific requirements beyond those required by the FAA.

 

12.       Seller’s price for the Baseline Statement of Work price does not include [*****] except for any new or revised detail as required by this Baseline Strut SOW.

 

13.       Seller shall provide stress AR support as needed.

 

14.       A fitting factor shall be used with current understanding of FAA requirements for a new design, not as a derivative.

 

15.       Seller’s Baseline Statement of Work price includes the strut mounted fan cowl support beam and strut fairings.

 

16.       Boeing shall provide strains and STW reactions from previous static 767-200 tests or from 767-2C static tests for model validation purposes.

 

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 8

 

17.       Seller’s Baseline Statement of Work price includes Seller engineering effort associated with a single set of load cycle data provided by Boeing to Seller.  Loads for all documents including formal documents shall come from this single set of load cycle data provided by Boeing to Seller.  For purposes of clarity, a set of load cycle data for strut shall constitute a complete set of certification loads, including, but not limited to, dynamic gust, static maneuver, IFEM, FBO, windmilling, sonic, and fatigue.

 

18.       For purposes of clarity, a single issuance of the following loads from Boeing to Seller shall constitute a complete Single Certification Loads Data Set (SCLDS) for strut: 1. Dynamic gust, 2. Static maneuver, 3. IFEM, 4. FBO, 5. Windmilling, 6. Sonic, and 7. Fatigue.  Seller’s Baseline Statement of Work price is limited to engineering effort and other expenses related to a single loads cycle as defined above as SCLDS.

 

19.       Seller’s Baseline Statement of Work price is limited to a maximum of [*****] hours of SRM support, including AD and repairs efforts.  If any additional effort is required to complete SRM support, this would require a Statement of Work update.

 

20.       Seller’s Baseline Statement of Work price includes [*****] damage tolerance details in total.

 

21.       Structural modifications with respect to 120kVA power feeder shall be limited to upper spar web penetration and lower disconnect panel.

 

22.       Seller’s Baseline Statement of Work price is based on use of the same Boeing analysis tools utilized by the Parties prior to execution of this MOA.  Seller’s Baseline Statement of Work price is based upon FAA level existing prior to the execution of this MOA.

 

23.       Except as otherwise set forth herein, the Baseline Statement of Work price is based upon use of the same software applications utilized for the 767 Program prior to the execution of this MOA.

 

NACELLE BASELINE STATEMENT OF WORK AND GENERAL QUALIFICATIONS

 

The following constitutes the basis for Seller’s Baseline Statement of Work price, and modification from 10-BOE-GBH-114 Rev. New dated February 3, 2011 constitutes a Change.

 

A.  NACELLE BASELINE STATEMENT OF WORK

 

1.              Seller’s Baseline Statement of Work is based upon the [*****].  In addition, the Seller Baseline Statement of Work includes provisions for grounding and wire bundle enhancements as set forth herein, enhancements or modifications to composite panels within Propulsion are excluded.

 

2.              Excluded from this statement of work are Coordination Sheet P-YP70-ERA 10-08 dated 4/26/10 regarding provisions for Electromagnetic Effects Requirements for the Engine and Cowl of the 767-2CX (including, but not limited to, HIRF and lightning strike protection), and Coordination Sheet P-YP70-ERA 10-03 dated 2/25/10.

 

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 8

 

3.              The Nacelle NRE Baseline Statement of Work price is based upon “Statement of Work Attachment A” (2010-01-12_767_SOW_Update) from Boeing 7A7 Propulsion RFP letter No. 6-5-255-CH-10-091 dated January 21, 2010 except as otherwise set forth herein.

 

4.              314T4080-9 inlet assembly, 314T4085-11 & -12 fan cowl assemblies, and 314T4090-21 & - 22 core cowl assemblies nacelle hardware, other than thrust reverser, shall be used with no change.  The thrust reverser revised for tanker 315T4295-80, -82, -83 and -85 shall be used with no change.  The current configuration has already been modified to account for new IDG and shall not result in any further modification.  Partial RTO and low power burst duct conditions are applicable.  Wire bundles installed in the inlet and thrust reverser shall be revised to address increased EME/HIRF threat levels.

 

B.  NACELLE GENERAL QUALIFICATIONS

 

1.              Seller shall be responsible for design and substantiation of inlet, fan cowl, fan duct cowl, and thrust reverser.

 

2.              Boeing shall be responsible for: a. Design and substantiation of nozzle and plug, b. All installation and installation hardware (design and stress), c. Approval of all design data, d. Certification of all nacelle hardware and its installation, including inlet, fan cowl, chine, fan duct, thrust reverser, core cowl and load share, nozzle, and plug, e. Provide revised SCDs that address or reflect any new certification requirements as well as changes necessary to accommodate increased thrust and additional accessories, f. Provide thermal and sonic environment, g. Provide external loads.

 

3.              Seller is responsible for recalculating margins of safety.

 

4.              The product shall be FAA certified and include pRTO, burst duct, FBO/Windmilling and fitting factor.

 

5.              767 thrust reverser interchangeability with 747 models shall not be included or evaluated.

 

6.              Revised grounding provisions to cowl assembly per latest requirements.  Full scale inner wall static test prior to engine test shall not be required.

 

7.              Safety assessment of existing fleet hardware to current certification basis is not included in the Baseline Statement of Work price.

 

8.              Partial RTO condition for the inner wall that results in modifications to the inner wall shall be subject to remuneration for modifications to the inner wall.

 

9.              Changes in Boeing analysis tools that result in redesign of previously acceptable structure, even if loads are lower, shall be subject to remuneration for such redesign.

 

10.       FAA amendment level revisions resulting in redesign of previously acceptable structure, even if loads are lower, shall be subject to remuneration for such redesign.

 

11.       Test Instrumentation hardware is not defined and is not included in the Baseline Statement of Work price.

 

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 8

 

12.       Tooling and NC tapes impacts associated with engineering changes are not included in the Baseline Statement of Work price.

 

13.       For purposes of clarity, a single issuance of the following loads from Boeing to Seller shall constitute a complete Single Certification Loads Data Set (SCLDS) for nacelle: a. Maneuver, b. Fail safe, c. IFEM, d. FBO, e. Windmilling, f. pRTO, g. Pressure, h. Temperature, i. Sonic Environment, and j. Fatigue.  Seller’s Baseline Statement of Work price is limited to engineering effort and other expenses related to a single loads cycle as defined above as SCLDS.

 

14.       Except as otherwise set forth herein, the Baseline Statement of Work price is based upon use of the same software applications utilized for the 767 Program prior to the execution of this MOA.

 

C.            NACELLE WORK STATEMENT ADMINISTRATION

 

Seller administration responsibilities for the nacelle are: 1. Program planning and scheduling, 2. Participation in coordination meetings with Boeing and Boeing Defense Systems as needed, and 3. Records management of Seller created documents and transmittals received from Boeing.

 

Boeing shall be responsible for coordination with Pratt and Whitney, and Seller shall support the coordination as necessary.

 

D.            NACELLE CERTIFICATION

 

Seller certification responsibilities shall be: 1. Management of Seller portion of nacelle structures certification effort, 2. Review of and input to the Boeing provided certification plan, 3. AR to support certification effort including delegation, 4. Work of certification activities with Boeing and Boeing Defense Systems, 5. Support certification meetings with the FAA, 6. Prepare analysis data to include review and comments to the certification document, stress and damage tolerance analysis, and 7. Review and sign off of drawings, not including any additional effort associated with a Boeing final approval if deemed necessary.

 

Boeing shall bear certification responsibilities except as set forth above.  Boeing certification responsibilities shall include: 1. coordination and release of the certification plan, 2. Primary responsibility for support of the FAA/BDCO, 3. Preparation of data for inclusion of certification document deliverables relative to summary data, and 4. Coordination and submittal of certification documents for approval by the certifying entity.

 

E.            NACELLE INTEGRATION

 

Seller shall have the following responsibilities relative to integration of the inlet, chine, fan cowl, thrust reverser, and core cowl: 1. Demonstration of means of compliance, 2. Design review support for PDR and CDR, 3. Coordination with other groups within Seller, 4. Obtain new or revised loads pressures and temperatures, 5. Provide detail analysis for internal temperatures and loads, 6. Develop and transmit internal loads transmittal sheets, 6. Submit strength check notes for review and approval by Boeing, 7. Submit for review and approval SRM documents, and 8. Provide redlines and analysis for approval.

 

Boeing shall have the following responsibilities relative to integration of the inlet, chine, fan cowl, thrust reverser and core cowl: 1. Provide specific design requirements, 2. Provide thermal and sonic environment, external loads including, but not limited to IFEM, FBO, and windmilling, 3.

 

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 8

 

Develop and transmit external loads transmittal sheets, 4. Provide AR support for SRM revisions and documents, and 5. Compile and release SRMs.

 

F.             NACELLE DESIGN EFFORT

 

Seller responsibilities relative to direct support of the design effort for inlet, chine, fan cowl, thrust reverser, and core cowl shall be as follows: 1. Conduct loads review and structural analysis effort, 2. Review and incorporate loads, pressures and temperatures, 3. Review existing structural analysis against new loads, 4. Revise structural analysis as required against new loads, 5. Develop strength check notes and update for new loads as necessary, 6. Review and approve revised drawings as necessary, 7. Develop SRM revisions / documents, provide engineering support to the MRB effort prior to certification for rejection tags, 8. Provide work statement support to Boeing relative to revision of the thrust reverser and core cowl to accommodate the new IDG,

 

G.           NACELLE pRTO SUBSTANTION FOR THRUST REVERSER, V-BLADE DISENGAGMENT

 

Seller responsibilities relative to Partial Refused Take Off (pRTO) substantiation for the thrust reverser and for v-blade disengagement shall be as follows: 1. Support for 767 PW pRTO compliance via review and incorporation of 737/777 Lessons Learned, 2. Support Boeing test and analysis planning through review and input to test plan, 3. Provide overall minimum engagement analysis for v-groove / blade stack up analysis, 4. Provide new thrust reverser FE model, including 3D CATIA Model conversion, to support FE meshing for modeling only, 5. Validation of new FEM model against full scale engine test data provided by Boeing, 6. FEM correlation of inner v-blade deflection against test data, 7. Support selection of critical deployed positions, 8. Support definition of limit load case (P13 and P15 pressure loading) for pRTO normal operation, and 8. Support of Boeing safety assessment.  Seller shall not be responsible to: 1. Provide safety analysis, 2. Conduct testing, nor 3. to provide FBO hardware.

 

Boeing responsibilities relative to pRTO substantiation for the thrust reverser and for v-blade disengagement shall be as follows: 1. Conduct test, 2. Provide test plan and documentation, 3. Provide probability study related to safety, 4. Provide, including 3D modeling effort, blocker door kinematics analysis (drag link and blocker door angles versus deployment positions), 5. Provide the necessary engine interface information for v-groove/blade stack-up analysis, 6. Provide determination of translating sleeve deployment times, 7. Provide definition of limit load case (P13 and P15 pressure loading) for pRTO normal operation.

 

H.           NACELLE ENGINE TEST SUPPORT

 

Seller engine test support responsibilities shall be as follows: 1. Provide input to Boeing regarding instrument test drawings, 2. Provide detail and end item hardware conformity for conformity inspection, 3. Provide input and installation instrumentation as required by Full Scale Engine Test document including on-site support during the test, 4. Support of Boeing test preparation as necessary, 5. Support of Boeing test data reduction efforts by formatting data, and 6. Support Boeing test data analysis and report through participation in meetings and Boeing coordination efforts.

 

Boeing engine test responsibilities as the primary responsible Party shall be as follows: 1. Conduct test, 2. Provide and release instrument test drawings, 3. Conform overall test configuration, 4. Provide and release test preparation, 5. Provide test data reduction efforts, and 6. Provide test data analysis and report.

 

I.                NACELLE STRUCTURAL ANALYSIS

 

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 8

 

Seller structural analysis responsibilities as the primary responsible Party shall be as follows: 1. CFD Loads or Loads from engine test applied to model for all design load cases, 2. Generate plots of vent area versus under cowl pressure, 3. FE model prediction of v-blade deflections based on engine test pressure loads, 4. Review model correlation between engine data and FE model deflection, 5. Inner v-blade deflection versus various translating sleeve deployment position to determine the peak deflection, 6. Sensitivity study showing major contributors to v-blade deflection at various sleeve deployment position, 7. Perform detailed stress analysis to obtain margin of safety of fan duct assembly/thrust reverser and core cowl at critical sleeve deployment positions, 8. Provide internal certification loads for final certification design loads, 9. Conduct stress analysis of inlet, chine, fan cowl, thrust reverser, and core cowl, 10. Provide analysis summary for static and damage tolerance analysis, 11. Prepare and transmit analysis documentation to Boeing, and 12. Prepare and transmit documentation in support of Certification documentation.

 

J.              NACELLE FBO/WINDMILLING SUBSTANTIATION

 

Seller FBO/windmilling substantiation responsibilities shall be as follows: 1. Revise FEM for inclusion in integrated FEM model, 2. Apply FBO /windmilling loads to structure (FEM), 3. Evaluate structure for FBO and windmilling loads, 4. Prepare analysis documentation for FBO and windmilling conditions, and 5. Transmit analysis to Boeing.

 

Boeing shall provide interface loads to Seller for FBO/windmilling substantiation.

 

K.           NACELLE WIRING

 

Existing clamps and brackets are the basis for the Baseline Statement of Work price.

 

Additional grounding provisions shall require no new analysis by Seller.

 

L.            CONVERSION

 

Seller’s price for the Baseline Statement of Work price does not include any [*****] except for any new or revised detail as required by this Baseline Nacelle SOW.

 

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 8

 

Exhibit D
  Notional Production Lot Summary

 

	
Title
    	
 
    	
Quantity
    	
 
    
	
LRIP   Lot 1
    	
 
    	
 
    	
 
    
	
Low Rate Initial   Production (Lot 1)
    	
 
    	
 [*****]
    	
 
    
	
LRIP   Lot 2
    	
 
    	
 
    	
 
    
	
Low Rate Initial   Production (Lot 2)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 3
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 3)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 4
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 4)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 5
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 5)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 6
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 6)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 7
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 7)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 8
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 8)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 9
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 9)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 10
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 10)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 11
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 11)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 12
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 12)
    	
 
    	
[*****]
    	
 
    
	
Full   Rate Production Lot 13
    	
 
    	
 
    	
 
    
	
Full Rate Production   (Lot 13)
    	
 
    	
[*****]
    	
 
    


 

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 8

 

Exhibit E

 

Economic Price Adjustment Provision

 

This Economic Price Adjustment (EPA) provision will be included in the amendment to SBP MS-65530-0016 and may be included in sub-tier contracts in support of the program.

 

(a)         The provisions of this EPA clause provide for both price increases and decreases to protect the USAF (Hereinafter “Customer”), Boeing and the Seller from the effects of economic changes as specified by the indices and the bands as specified in this clause.  It shall be the intent of the Customer and Boeing to identify any adjustment authorized by this clause prior to the release of requirements by the Customer for the applicable government fiscal year procurement lot quantities.  Boeing shall notify the Customer in writing not later than [*****] calendar days prior to the scheduled release of such requirements if an increase or decrease in the applicable pricing is warranted pursuant to the terms of this clause.  The notice to the Customer shall include the amount of the increase or decrease relative to Seller’s pricing.

 

(b)         Within [*****] days following authorization from the Customer, Boeing shall issue to Seller a change to the applicable Order(s) revising the pricing upwards or downwards as appropriate for the requirements supporting the applicable EPA period.

 

(c)          Adjustments under this clause, if any, shall be based upon the formula specified in Paragraph (g) below.  These adjustment amounts are subject to either upward or downward movement.

 

(d)         [*****] shall be used as the standard of measurement for this clause.  The index used for calculations of this clause is [*****].

 

(e)          The following rules shall apply in making numeric calculations under this clause:

 

(1)         Round decimals to 4 decimal places;

(2)         Round dollar calculations to the nearest whole dollar;

(3)         Round up numbers equal to or greater than 5;

(4)         Round down numbers less than or equal to 4;

(5)         Round percentages to 2 decimal places (e.g. 3.47%).

 

(f)           For purposes of calculating the adjustments required by this clause, the following projected average annual index rates shall apply.  The source of the baseline projected indices shown below is [*****].  For the years beyond [*****], the last data point of escalation will be projected at the same rate (straight-lined) on an annual basis through the final period of performance.  Table 1 reflects the projected index based on [*****], year [*****] ([*****] per annum).

 

Table 1 - Baseline Projected Average Annual Index Rates

 

	
Projected Time
   Period
    	
 
    	
(Dec 1985=100)
   Index Rate
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    


 

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 8

 

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


 

(g) The economic price adjustment shall be calculated as follows:

 

[*****]

 

[*****]

 

[*****]

 

[*****]

 

Example calculation for [*****]:

 

	
 
    	
 
    	
 
    	
 
    	
Example 1
   CY2020
    	
 
    	
Example 2
   CY 2020
    	
 
    	
Example 3
   CY2020
    	
 
    
	
STEP
    	
 
    	
FORMULA
    	
 
    	
RESULT
    	
 
    	
RESULT
    	
 
    	
RESULT
    	
 
    
	
1
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
2
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    


 

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 8

 

	
3
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
4*
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
5
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
6
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
7
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    
	
8
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    	
[*****]
    	
 
    


 




* If the resulting value is between [*****] and [*****], no adjustment will be calculated; therefore, do not proceed to Step 5.

 

EXAMPLE 1: The EPA adjustment is a [*****] decrease in the Price.

EXAMPLE 2: There is no EPA adjustment since the trigger band was not exceeded.

EXAMPLE 3: The EPA adjustment is a [*****] increase in the Price.

 

(i)         Once an adjustment to an eligible Item’s Product price amount has been accomplished under this clause, or a determination made that no adjustment is permitted pursuant to paragraph (g)(4) above, said Item shall not be subject to further Economic Price Adjustment for that applicable period.

 

(j)        In the event the [*****] used are discontinued; or if [*****] suspends publication of an index identified in paragraph (d) above or significantly alters the method of calculating the index, Boeing and the Customer shall agree upon an appropriate substitute index for use under this clause and provide that index to Seller.  If the Boeing and the Customer cannot agree on a substitute or comparable index within [*****] calendar days after an index has been discontinued or altered in method of calculation, Boeing may, acting unilaterally and subject to Customers appeal in accordance with the applicable contract, either adopt the [*****] as altered or establish a new index which shall be provided to Seller.

 

(k)     Any dispute arising under or related to the terms and/or procedures set forth in the foregoing paragraphs shall be resolved in accordance with the provisions of the contract’s Disputes clause located in GTA BCA-65530-0016.

 

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 8

 

Exhibit F

FAR and DFAR regulations

 

Flow Down Clauses Applicable to Spirit AeroSystems, Inc.

 

Flowdown of FAR Clauses Applicable to Commercial Items — The FAR clauses listed in FAR 52.244-6(c)(1) below, except as provided in the notes for the clauses marked by asterisks, are incorporated herein by this reference, except that “Contractor” shall mean “Seller.”  The Seller shall flow down FAR 52.244-6, as modified below, to its suppliers, consistent with the notes.

 

FAR 52.244-6 Subcontracts for Commercial Items (Dec 2009)

 

(A) DEFINITIONS. AS USED IN THIS CLAUSE—

 

“COMMERCIAL ITEM” HAS THE MEANING CONTAINED IN FEDERAL ACQUISITION REGULATION 2.101,
  DEFINITIONS.

 

“SUBCONTRACT” INCLUDES A TRANSFER OF COMMERCIAL ITEMS BETWEEN DIVISIONS, SUBSIDIARIES, OR AFFILIATES OF THE CONTRACTOR OR SUBCONTRACTOR AT ANY TIER.

 

(B) TO THE MAXIMUM EXTENT PRACTICABLE, THE CONTRACTOR SHALL INCORPORATE, AND REQUIRE ITS SUBCONTRACTORS AT ALL TIERS TO INCORPORATE, COMMERCIAL ITEMS OR NONDEVELOPMENTAL ITEMS AS COMPONENTS OF ITEMS TO BE SUPPLIED UNDER THIS CONTRACT.

 

(C)(1) THE CONTRACTOR SHALL INSERT THE FOLLOWING CLAUSES IN SUBCONTRACTS FOR COMMERCIAL ITEMS:

 

(i)52.203-13, Contractor Code of Business Ethics and Conduct (Dec 2008) (Pub. L. 110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000 and has a performance period of more than 120 days.  In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

 

(ii) [Reserved]

 

*(iii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

 

**(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

 

**(v)         52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212(a));

 

**(vi)      52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

 

(vii)            [Reserved]

 

(viii)         52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

 

(ix)               [Reserved]

 

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 8

 

(2)While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

 

(D)THE CONTRACTOR SHALL INCLUDE THE TERMS OF THIS CLAUSE, INCLUDING THIS PARAGRAPH (D), IN SUBCONTRACTS AWARDED UNDER THIS CONTRACT.

 




Notes:

 

*Not applicable to the performance of Seller to the extent that the contract, together with all of its subcontracts, will be performed entirely outside the United States and its “outlying areas” as defined in FAR 2.101.

 

**Not applicable to the performance of Seller to the extent that both the performance of its work under the contract, and its recruitment of workers, will occur outside the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island. If a supplier will perform any work, or recruit any workers, within the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island, then this clause must be flowed down to that supplier.

 

Flowdown of DFARS Clauses Applicable to Commercial Items — The DFARS clause listed in DFARS 252.244-7000(c) below, is incorporated herein by this reference, except that “Contractor” shall mean “Seller.” The Seller shall flow down DFARS 252.244-7000 to its suppliers, as modified below.

 

DFARS 252.244-7000 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DOD CONTRACTS) (AUG 2009)

 

In addition to the clauses listed in paragraph (c) of the Subcontracts for Commercial Items clause of this contract (Federal Acquisition Regulation 52.244-6), the Contractor shall include the terms of the following clause, if applicable, in subcontracts for commercial items or commercial components, awarded at any tier under this contract:

 

(a)         [Reserved]

(b)         [Reserved]

(c)          252.246-7003 Notification of Potential Safety Issues.

(d)         [Reserved]

(e)          [Reserved]

 

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 8

 

Exhibit G
  [*****]

 

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


 

	
[*****]
    	
 
    	
Dollars
    	
 
    	
Dates
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    


 

	
[*****]
    	
 
    	
Dollars
    	
 
    	
Dates
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    
	
[*****]
    	
 
    	
[*****]
    	
 
    	
 
    	
 
    


 

[*****]

 

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 8

 

Exhibit H
  [*****]

 

The following [*****] elements and deliverables are applicable to nonrecurring efforts associated with the Baseline Statement of Work for propulsion.

 

1.              Structural Assessment of static strength for Fan Blade Out (FBO) loads, Ultimate External Dynamic Gust and Ground loads, and Ultimate External Static Maneuver loads

(Based upon delivery of loads by Boeing as part of the single loads cycle)

 

a.              Strut (and Fan Cowl Support Beam (FCSB):

i.                  [*****]:

1.              Revise finite element modeling for inclusion in integrated finite element model,

2.              Conduct loads assessment of strut structure for new loads (listed above) against -300ER certification loads, and

3.              Conduct a single static strength assessment of critical details for FBO loads, Ultimate External Dynamic Gust and Ground loads, and Ultimate External Static Maneuver loads in order to identify any inadequate margins of safety.

4.              For the purpose of clarity, critical strut details are: spar assemblies, side skin assemblies, engine mount bulkheads, frames, and hinge fittings.

 

ii.               [*****]

1.              Provide Engineering Memo(s) for:

a.              Summary of loads assessment,

b.              Margin of safety summary with critical conditions, and

c.               List of strut details which require redesign to ensure static strength capability and a description of proposed changes.

2.              Provide updated strut FEM model for inclusion into Boeing IFEM.

 

b.              Nacelle:

i.                  [*****]:

1.              Review existing structural analysis against new loads, and

2.              Conduct a single assessment of critical details for FBO loads, Ultimate External Dynamic Gust and Ground loads, and Ultimate External Static Maneuver loads in order to identify any inadequate margins of safety for the inlet, fan cowl, fan duct cowl, and thrust reverser.

ii.               [*****]

1.              Provide Engineering Memo for:

a.              Summary of loads assessment,

b.              Margin of safety summary with critical conditions, and

c.               List of nacelle details which require redesign to ensure static strength capability and a description of proposed changes.

2.              Provide updated nacelle FEM model for inclusion into Boeing IFEM.

 

2.              Structural Analysis for Complete Loads Set

(Based upon delivery of loads by Boeing as part of the single loads cycle)

 

a.              Strut (and FCSB):

i.                  [*****]

1.              Conduct an assessment of critical details for loads that were received as part of the single loads cycle but not included in the first milestone. for fatigue, discrete source damage tolerance, windmilling, and wheels up landing (This milestone is not inclusive of any crackgrowth certification deliverables); and

2.              Conduct preliminary crack growth analysis for the purposes of evaluating Principal Structural Elements (PSE’s).

ii.               [*****]

1.              Provide Engineering Memo for:

a.              Margin of safety summary for fatigue and discrete source damage tolerance for critical details,

 

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 8

 

b.              Analysis summary for windmilling, wheels up landing, rotorburst and preliminary crack growth for critical details, and

c.               List of strut details which require redesign to ensure required fatigue and damage tolerance capability, and a description of proposed changes.

 

b.              Nacelle:

i.                  [*****]

1.              Conduct an assessment of critical details for loads that were received as part of the single loads cycle, but not included in the first milestone for the inlet, fan cowl, fan duct cowl, and thrust reverser:

a.              Obtain new or revised loads pressures and temperatures,

b.              Detail analysis for internal temperatures and loads,

c.               Generate plots of vent area versus under cowl pressure, and

d.              Conduct stress analysis of all thrust reverser and core cowl structure.

2.              Partial Refused Take Off (pRTO) substantiation for the thrust reverser and for v-blade disengagement:

a.              Support Boeing test and analysis planning for through review and input to test plan as required up to milestone date,

b.              Conduct overall minimum engagement analysis for v-groove / blade stack up analysis,

c.               Support selection of critical deployed positions, if requested by Boeing and Spirit accepted completion date is prior to milestone date, and

d.              Support definition of limit load case (pressure loads P13 and P15) for pRTO normal operation, if requested by Boeing and Spirit accepted completion date is prior to milestone date.

3.              Windmilling:

a.              Apply FBO /windmilling loads to structure (FEM), and

b.              Evaluate structure for FBO and windmilling loads.

ii.               [*****]

1.              Provide Engineering Memo of Assessment Results to include:

a.              Summary of loads assessment,

b.              Margin of safety summary with critical conditions (Includes ultimate, limit, fatigue, damage tolerance, and Fan Blade Off (FBO)/windmilling), and

c.               List of nacelle details which require redesign to ensure required capability and a description of proposed changes.

2.              pRTO

a.              Provide Engineering Memo for

i.                                          Overall minimum engagement analysis for v-groove / blade stack up results;

ii.                                       Inputs for test plan, if requested by Boeing and Spirit accepted completion date is prior to milestone date;

iii.                                    Inputs for selection of critical deployed positions as required prior to milestone date,

iv.                                   Inputs for definition of limit load case (P13 and P15 pressure loading) for pRTO normal operation, if requested by Boeing and Spirit accepted completion date is prior to milestone date.

 

3.              Spirit Submittal of Certification package to PS-Div

a.              Strut (and FCSB)

i.                  [*****]
 (Conducted once for a single set of loads)

1.              Development of strength check notes for strut structure with higher loads than -300ER,

2.              Conduct Finite Element Model validation,

 

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 8

 

3.              Preparation of data for inclusion in certification document deliverables as part of Boeing’s certification plan, and

a.              Certification document deliverables are static analysis (ultimate, limit) and damage tolerance analysis for FBO, windmilling, rotor burst, and crack growth.

b.              Crack growth has traditionally been delayed to occur after initial type certification and should only be considered an element of this milestone if both parties have mutually agreed to complete all DTR forms prior to certification.

4.              Signature of 8100 forms as appropriate.

ii.               [*****]:

1.              SCN’s transmitted to Boeing,

2.              DTR forms transmitted to Boeing, if both parties have mutually agreed to complete all damage tolerance crack growth deliverables prior to certification,

3.              Transmittal of formal document inputs, and

4.              Completed 8100-9 forms as requested.

 

b.              Nacelle

i.                  [*****]:

1.              Submit strength check notes for review and approval by Boeing,

2.              Preparation of data for inclusion in certification document deliverables as part of Boeing’s certification plan, and

3.              Signature of 8100 forms as appropriate.

ii.               [*****]:

1.              SCN’s transmitted to Boeing,

2.              Transmittal of formal document inputs, and

3.              Completed 8100-9 forms as requested.

 

33