Document

Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016

Exhibit 10.4


CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE LIKELY TO CAUSE COMPETITITVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION IS DENOTED BY ASTERISKS IN BRACKETS [*****].


AMENDMENT 49


TO


SPECIAL BUSINESS PROVISIONS (SBP) MS-65530-0016


BETWEEN


THE BOEING COMPANY


AND


SPIRIT AEROSYSTEMS, INC.


This Amendment 49 (“Amendment”) to Special Business Provisions MS-65530-0016 is entered into, as of the date of the last signature below, between The Boeing Company, a Delaware Corporation ("Boeing"), and SPIRIT AEROSYSTEMS, INC, a Delaware Corporation with its principal office in Wichita, Kansas (“Seller”). Boeing and Seller sometimes are referred to herein individually as a “Party” and collectively as the “Parties.”


RECITALS


A.      The Parties entered into Special Business Provisions MS-65530-0016, dated June 16, 2005, (the “SBP”) and the General Terms Agreement BCA-65530-0016, dated June 17, 2005, (the “GTA”), and including any amendments to the SBP and GTA.


B.     The most recent amendment to the SBP is Amendment 48, entered into January 18, 2021.


C.     Boeing and Seller wish to modify certain terms and conditions pertaining to the ATA Stringers, as specified herein.
 
D.     The Parties wish to amend the SBP as set forth below.




AGREEMENT




NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:


1.The list of “AMENDMENTS” within the Sustaining SBP is hereby deleted and replaced in its entirety as follows:




Page 1 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016









“AMENDMENTS
												
	Amendment 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.	2/23/2006	H. McCormick
	R. Stone
	2	Incorporate CCNs as listed in Amendment 2, Attachment A, 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.	4/11/2007	H. McCormick
	J. Edwards
	3	Incorporate CCNs as listed in Amendment 3, Attachment A. Updates to attachments 1, 2, 7, 14, 15, 16 and 22.	11/28/2007	H. McCormick
	J. Edwards
	4	Incorporate CCNs as listed in Amendment 4, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16. Incorporate Attachment 1A per CCN 508, 1328.	7/8/2008	S.Hu
	W. Wallace
	5	Incorporate CCNs as listed in Amendment 5, Attachment A, includes addition of new section 12.3.1.1 Updates to Attachments 1, 2, 7, 14, 15, 16, 20.	6/22/2009	S. Hu
	R. Stone
	6	Incorporate CCNs as listed in Amendment 6, Attachment A. Updates to Attachments 1, 2, 4, 7, 9, 10, 14, and 16. Incorporate Attachment 9 per CCN 2385.	11/23/2010	S. Hu
	M. Milan
	7	Incorporate CCNs as listed in Amendment 7, Attachment A, includes addition of new section 12.13.3.1. Updates to Attachments 1, 2, 4, 7, 9, 14, and 16. Incorporate Attachment 1B per CCN 4212 and Attachment 23 per the 767-2C MOA.	7/28/2011	S. Hu
	M. Milan
	8	Incorporate CCNs as listed in Amendment 8, Attachment A, includes revisions to section 7.9 and 12.13.1.1. Updates to Attachments 1, 2, 4, 7, 9, 14, 15, and 16.	8/16/2013	C. Howell
	M. Milan
	9	Incorporate Attachment 25 - 737 Max Titanium Inner Wall Agreement.	9/4/2014	E. Flagel
	M. Milan
	10	Incorporate Attachment 26-737 Derailment.	9/26/2014	B. Folden
	R. Ast
	11	Incorporate Attachment 27 -737-MAX Non-Recurring Agreement, and Attachment 28 737/747/767/777 Pricing Agreement. Updates Section 4.1 Attachment 4, Section B.1, Attachments 9 and 15.	3/10/2015	C. Howell
	R. Ast
	12	Delete and replace Attachment 25, Section 3.0.	4/9/2015	K. Drawsky
	R. Ast
	13	Incorporate CCNs as listed in Amendment 13, Attachment A. Updates to Attachments 1, 2, 7, 9, 14, and 16.	1/4/2016	L. Taylor
	K. Leyba
	14	Incorporate Attachment 25, Addendum 1.	4/21/2015	D. Blaylock
	R. Grant
	15	NULL	NULL	NULL
	16	NULL	NULL	NULL


Page 2 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016

												
	17	Incorporate Attachment 29 – 777X Non-Recurring Agreement.	12/23/2015	A. Lucker
	E. Bauer
	18	NULL	NULL	NULL
	19	NULL	NULL	NULL
	20	737 MAX Inner Wall.	12/17/2015	S. Garcia
Deleone

	J. Reed
	21	Revisions to Attachment 27. 737 MAX Non-Recurring Agreement.	5/9/2016	D. Blaylock
	R. Grant
	22	737 Max Composite Inner Wall Line Movement.	11/2/2016	D. Blaylock
	E. Bossler
	23	737 MAX 9 INITIAL and CIW Line [*****] Tooling Incentive Agreement.	12/16/2016	D. Blaylock
	E. Bossler
	24	Incorporate CCNs as listed in Amendment 23, Attachment A. Updates to Attachments 1,2,7,9, and 14.	12/20/2016	L. Taylor
	K. Leyba
	25	Revisions to Attachment 27, 737 MAX Non-Recurring.	3/16/2017	D. Blaylock
	E. Bossler
	26	Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.	3/23/2017	D. Blaylock
	E. Bossler
	27	Incorporate Attachment 30, “737 NG / MAX Vapor Barrier Agreement”, updates to Attachment 1 and 9.	3/31/2017	B. Edwards
	K. Clark
	28	Revisions to Attachment 29, 777X NRE Agreement.	6/22/2017	K. O’Connell
	C. Green
	29	Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.	7/20/2017	D. Blaylock
	E. Bossler
	30	Delete and Replace SBP Sections 4.1, 4.1.1, 5.1.1, 5.2.1, 7.2, 8.0, 12.11, and 12.13.1.1 and SBP Attachments 1, 1B, 10 Section A10.2.10, 15, 16, 22, 27, and 29. Delete and Reserve SBP Attachments 1C, 20, and 28. Incorporate SBP Attachment 1D and 31.	9/22/2017	B. Edwards
	W. Wilson
	31	Revisions to Attachment 27, 737-8 Rate Tooling Incentive Agreement.	10/18/2017	D. Blaylock
	E. Bossler
	32	Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.	11/15/2017	D. Blaylock
	E. Bossler
	33	Revisions to Attachment 27, 737 MAX Non-Recurring Agreement.	11/30/2017	D. Blaylock
	E. Bossler
	34	Revisions to Attachment 27, 737-10 Non-Recurring Non-Tooling.	2/23/2018	D. Blaylock
	E. Bossler
	35	Revisions to Attachment 27, 737-9 Rate Tooling [*****].	4/18/2018	D. Blaylock
	J. O'Crowley


Page 3 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016

												
	36	Revisions to Attachment 27, 737-10 Wing NRE.	6/20/2018	D. Blaylock
	E. Bossler
	37	Incorporation of new Sections: 3.3.4.10 767 One Piece SOW Tooling, 3.3.7 767 One Piece SOW Non Recurring Pricing, 3.4.2.2 Delivery Point and Schedule for 767 One Piece SOW and 3.8 767 One Piece Statement of Work Special Provisions. Updates to Sections 7.1, Attachment 1 and 9.	8/17/2018	H. Langowski
	R. Grant
	38	Revisions to Attachment 27, 737 MAX BBJ8, BBJ7, and 737-10 SOW	11/1/2018	T. Willis
	E. Bossler
	39	4.1.1 is altered.  A new section 4.7 is added. Attachment 1 (excluding the Exhibits) is deleted and replaced in its entirety.  A new Attachment 32 “737 Value Engineering Cost Sharing” is added. Attachment 1 Exhibits B, B.1, B.2, C, C.1, C.2, D, D.1, D.2, E.1, E.2, F, F.1, and F.2 are deleted and replaced in their entirety. A new Attachment 1 Exhibit C.3 is added. Attachment 1B is deleted in its entirety.	11/2/2018	K. Shipley
	E. Bossler
	40	SBP Section 4.7 is deleted and replaced in its entirety.
SBP Section 7.2 is deleted and replaced in its entirety.
A new SBP Section 7.5.3 is added.
SBP Attachment 1 (including Exhibits B, B.1, B,2, D, D.1, D.2, F, F.1, F.2, and G) is deleted and replaced in its entirety. 
SBP Attachment 1B is added and marked “Reserved”.
SBP Attachment 15 is deleted and replaced in its entirety.
SBP Attachment 16 (including its Exhibit) is deleted and replaced in its entirety. 
SBP Attachment 31 is deleted, replaced in its entirety, and marked “Reserved”. 
SBP Attachment 32 (including its Exhibit A) is deleted and replaced in its entirety.


All of the above is accordance with the agreements as set forth in the Collective Resolution 2.0 Memorandum of Agreement (the “CR 2.0 MOA”), dated December 21, 2018
Concurrently with the CR 2.0 MOA, the Parties also executed that certain Settlement and Release Agreement, dated December 21, 2018, pertaining to the release and settlement of warranty and various other claims
	1/30/2019	T. McGuigan
	E. Bossler
	41	Revisions to Attachment 29 777-9 Rate Tooling	3/27/2019	R. Velau
D. Currie

	42	Reserved	TBD	TBD
TBD

	43	Revisions to Attachment 1 Product Pricing	5/22/2019	K. Doolin
R. Grant

	44	Section 12.13.2 is deleted and replaced in its entirety	7/19/2019	B. Nix
E. Bossler

	45	Delete and Replace:
-Section 6.3.8.b
-Attachment 1, Exhibits D.1 and E.2	10/10/2019	K. Doolin
R. Grant
	46	Section 24.0 deleted and replaced
Section 24.1 incorporated	10/3/2019	K. Doolin
E. Bossler
	47	SBP Attachment 1 Section 7.b) is deleted and replaced in its entirety
SBP Attachment 1 Section 8.c) is deleted and replaced in its entirety
	5/5/2020	A. Klotz
L. Hampton



Page 4 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016

												
	48	SBP Sections 5.2 and 5.2.1 are deleted and replaced in their entirety
Attachment 1, Sections 1.b, 1.c, 2.a.i, 2.b, 3, 2.c, and 7.a.ii, paragraph 1 are deleted and replaced in their entireties
Table 2 in Attachment 1, Sections 2.a, is deleted and replaced in its entirety 
Attachment 1, Sections 2.a.vi, 2.a.vii, and 2.a.viii are deleted in their entireties
Attachment 2 is updated to included CCNs 12888, 12504R2, and 12568
Attachment 16, Sections b and c are deleted and replaced in their entireties
Attachment 23, Section XVIII.A. is deleted and replaced in its entirety
Attachment 29, Section 5.2.2 is deleted and replaced in its entirety
Attachment 29, Section 10.1.1 is deleted in its entirety
Attachment 29, Exhibit A is deleted and replaced in its entirety
	1/18/2021	L. Doyle
E. Bossler

	49	SBP Section 12.13.1.1 is deleted and replaced in its entirety SBP Attachment 16 is deleted and replaced in its entirety
	03/11/2022	J. Palmer
L. Hampton


“
































Page 5 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016

2.SBP Section 12.13.1.1 is deleted in its entirety and replaced with a new SBP Section 12.13.1.1, attached hereto as Exhibit A.


3.SBP Attachment 16 is deleted in its entirety and replaced with a new SBP Attachment 16, attached hereto as Exhibit B.


4.All other provisions of the SBP shall remain unchanged and in full force and effect.


5.This Amendment constitutes the complete and exclusive agreement between the Parties with respect to the subject matter set forth herein and supersedes all previous agreements between the Parties relating thereto, whether written or oral.


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


7.In the event of a conflict between the terms of this Amendment and either the SBP or GTA, the terms of this Amendment shall have precedence with respect to the subject matter of this Amendment.








IN WITNESS THEREOF, the duly authorized representatives of the Parties have executed this Amendment as of the last date of signature below.


The Boeing Company                    Spirit AeroSystems, Inc.


Acting by and through its division 
Boeing Commercial Airplanes




By:         /s/ James E. Palmer                           By:        /s/ Leanna Hampton              


Name: James E Palmer                                Name: Leanna Hampton                         


Title:   Spirit Contracts Manager                    Title: Senior Manager, Boeing Contracts 
Date:  14 March 2022                                  Date: 03/14/2022                              














Page 6 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016



Exhibit A to SBP Amendment 49


12.13.1.1 ATA Stringers


For the period January 1, 2022 through December 31, 2033, Boeing shall sell and deliver to Seller and Seller shall purchase from Boeing all of Seller’s requirements for ATA Stringers. The ATA Stringers work statement is documented in SBP Attachment 16. Prices for ATA Stringers are [*****] as defined in SBP Attachment 16. Such prices reflect production pricing only and are not applicable for replacement of parts damaged by Seller.


The Parties mutually agree that equitable compensation may be recovered by Boeing for those [*****].


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


Seller is responsible for all Non-recurring and Recurring costs associated with Seller dictated changes, including part numbers or configurations generated to support Seller 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 Seller SP. Non-recurring tooling costs associated with SP will be included in the SP recurring price.


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




Page 7 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016

Exhibit B to SBP Amendment 49
SBP ATTACHMENT 16 TO 
SPECIAL BUSINESS PROVISIONS




SBP ATTACHMENT 16 – BOEING PROVIDED DETAILS (BPD) AND SUPPLIER BANKED MATERIAL (SBM)
(Reference clause 12.13.1)




1.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.


Seller shall provide Boeing with discrete schedules (lead-time away) which depicts Seller’s requirements for these parts.


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


2.ATA Stringers


a.ATA Stringers Production Pricing


The pricing set forth in Exhibit A to this SBP Attachment 16 is effective from January 1, 2022 through December 31, 2033. The addition of parts, related pricing for part number rolls, and new ATA Stringer requirements not identified in Exhibit A, shall be negotiated and added to Exhibit A via contract amendment.




b.ATA Stringers Interim Pricing


To the extent Seller desires to continue purchasing ATA Stringers from Boeing, the Parties will commence good faith negotiations for follow on pricing no later than August 1, 2033. Should the Parties not establish follow on pricing and period of performance by January 1, 2034, interim pricing for ATA Stringers shall be determined using the last buy pricing in 2033 as the baseline, and escalated or de- escalated using the indices and methodology provided in SBP Section 4.1.1.


c.ATA Stringers POA Pricing


The price for POA ATA Stinger requirements shall be the price for such products listed in Exhibit A multiplied by a factor of [*****].










Page 8 of 9
Seller Initials:__________  Boeing Initials:__________



Spirit and Boeing Proprietary
Amendment 49
SPECIAL BUSINESS PROVISIONS (SBP)
MS-65530-0016

3.Supplier Banked Material (SBM)


Requirements managed per Bonded Stores Agreement (BSA) dated February 1, 2006 are shown in Exhibit B.


Exhibit A


ATA Stringer Production Pricing


						
	Part Number
	Price 1/1/2022 thru 12/31/2033



                                                [*****]
                                 [70 Pages Omitted]


Exhibit B


Supplier Banked Material


												
	Product Number
	Program
	Description
	Quantity per S/S



                                                                                                [*****]


                                                                                      [2 Pages Omitted]


Page 9 of 9
Seller Initials:__________  Boeing Initials:__________