EXHIBIT 4.3





 





Third Supplemental
Indenture


 


SUPPLEMENTAL INDENTURE (this “Third
Supplemental Indenture”), dated as of April 17, 2020, among Spirit AeroSystems, Inc., a Delaware corporation (the “Company”),
Spirit AeroSystems Holdings, Inc., a Delaware corporation (“Holdings”), Spirit AeroSystems North Carolina, Inc.,
a North Carolina corporation and a subsidiary of the Company (“Spirit NC”, and together with Holdings, the “Guarantors”),
and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture (as defined below) (the “Trustee”).


 


RECITALS OF THE COMPANY AND THE GUARANTORS


 


WHEREAS, the Company, Holdings, certain
subsidiaries of the Company (the “Prior Guarantors”) and the Trustee entered into the Indenture, dated as of
June 1, 2016 (the “Original Indenture”), providing for the issuance of the Company’s 3.850% Senior Notes
due 2026 (the “Notes”);


 


WHEREAS, on or before December 5, 2016,
pursuant to and in accordance with Section 11.05 of the Indenture, the Prior Guarantors were automatically and unconditionally
released and discharged from their obligations under their guarantees (the “Note Guarantees”) and in accordance
with such Section, the Company, Holdings the Prior Guarantors and the Trustee entered into a Supplemental Indenture, dated as of
December 5, 2016 (the “First Supplemental Indenture”), to evidence the release and discharge of the Prior Guarantors
from their obligations under their Note Guarantees;


 


WHEREAS, on February 24, 2020, the Company,
Holdings, and Spirit NC entered a Second Supplemental Indenture (the “Second Supplemental Indenture”, and together
with the Original Indenture and the First Supplemental Indenture, the “Indenture”), to provide for Spirit NC’s
unconditional guarantee all the Company’s obligations under the Notes pursuant to a guarantee on the terms and conditions
set forth therein and the granting of liens by the Company, Holdings and Spirit NC to secure the Notes on an equal and ratable
basis with the Credit Agreement Secured Indebtedness (as defined in the Second Supplemental Indenture);


 


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


 


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


 


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


 






    


     


    

 


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


 


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


 


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


 


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


 


2.           ACKNOWLEDGMENT
OF LIENS. The Trustee hereby acknowledges the granting of the Notes Liens on the Collateral to the Collateral Agent, for the benefit
of the Trustee and the Holders of the Notes, pursuant to the Security Agreement, to secure the payment of principal and interest
and all other amounts due and owing pursuant to the terms of the Notes and the Indenture on an equal and ratable basis with the
New Notes Obligations and, in connection herewith, the Trustee hereby acknowledges on behalf of the Holders the execution and
delivery of the Security Agreement pursuant to which such Notes Liens on the Collateral shall be granted to the Collateral Agent,
for the benefit of the Holders of the Notes, the Trustee and the other Secured Parties, on the terms and subject to the limitations
set forth therein, including provisions related to the release of Collateral and the exercise of remedies. The Trustee further
acknowledges on behalf of the Holders the execution and delivery of an intercreditor agreement, dated as of the date hereof, setting
forth the priorities and other relative rights among the Secured Parties (including the Trustee and the Holders of the Notes)
and the secured creditors of the Company and the Guarantors holding obligations secured on a first-priority basis by Liens on
the Collateral (including, as of the date hereof, the Trustee and the Holders of the Notes). Amounts received by the Trustee pursuant
to clause (ii) of Section 9 of the Security Agreement shall be applied by the Trustee pursuant to Section 6.10 of the Indenture.


 


3.           EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE. This Third Supplemental Indenture shall become effective upon execution hereof
by the Company, the Guarantors and the Trustee.


 


4.           CONSENT. The Company hereby consents to the granting of the Notes Liens on the Collateral for the benefit of the Holders
of the Notes and the Trustee to secure the payment of principal and interest and all other amounts due and owing pursuant to the
terms of the Notes on an equal and ratable basis as described in Section 2 above and in the Security Agreement.


 






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


 


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


 


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


 


8.           COUNTERPARTS.
The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages
by facsimile or PDF transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to
the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


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


 


[Signature Page Follows]


 






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


 





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


 


	 	 	SPIRIT AEROSYSTEMS HOLDINGS, INC.
	 	 	 	as Holdings and Guarantor
	 	 	 	 
	 	 	By:	/s/ Rhonda Harkins
	 	 	 	Name: Rhonda Harkins
	 	 	 	Title: Treasurer


 


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


 


[Signature Page to Third Supplemental Indenture]


 









    


     


    

 


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


 


[Signature Page to Third Supplemental Indenture]