Dear Sir/Madam, We refer to the agreement for the sale and purchase of the shares of S.R.I.F. NV among Christian Boas, Emile Boas, Dreda general partnership under Belgian law and Sylvie Boas (together, the “Sellers”), Spirit AeroSystems Belgium...
January 29, 2020
Xxxxxxxxx Xxxx
Xxx xx Xxxxxx 00, 0000 Xx Xxxxx (Xxxxxxx)
Xxxxx Xxxx
Avenue du Beau Feuillage 1A, 1950 Kraainem (Belgium)
Dreda / Xxxxxx Xxxx
Avenue E. Van Becelaere 000, 0000 Xxxxxxxxx-Xxxxxxxxx (Xxxxxxx)
RE: Extension of the Long Stop Date for the Sale and Purchase of the Shares of S.R.I.F. NV
Dear Sir/Madam,
We refer to the agreement for the sale and purchase of the shares of S.R.I.F. NV among Xxxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxx general partnership under Belgian law and Xxxxxx Xxxx (together, the “Sellers”), Spirit AeroSystems Belgium Holdings BVBA (the “Purchaser”) and Spirit AeroSystems Holdings, Inc. (together with the Purchaser, “Spirit”), dated May 1, 2018, as amended and restated effective October 28, 2019 (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.
The Parties desire to extend the Long Stop Date and we therefore seek the agreement of the Sellers to (i) replace and restate the definition of Long Stop Date in the Agreement as follows:
“Long Stop Date means October 1, 2020;”
and (ii) to amend and restate Clause 5.1 of the Agreement as follows:
“Provided that all of the Conditions Precedent are satisfied or, where permitted, waived and the Parties have notified each other thereof prior to the tenth Business Day of a month, the Closing shall take place at the offices of Eubelius CVBA, Xxxxxxxxxx 00, 0000 Xxxxxxxx on the last Business Day of such month or at such other place and time and on such other date as the Parties may agree; provided, however, that the Purchaser and the Guarantor shall have no obligation to consummate the Closing prior to the date that the Sellers provide the 2019 Financial Statements pursuant to Clause 6.8.1.”
The Parties acknowledge and agree that this letter agreement has been negotiated by the Parties in good faith.
This letter agreement constitutes a written agreement by and among the Parties as set forth in Clause 25.8 of the Agreement. All terms used but not defined herein shall have the meaning set forth in the Agreement. Clause 26 of the Agreement shall apply also to this letter agreement.
Yours faithfully on behalf of Spirit,
/s/ Xxx. Xxx X. Xxxxxxx
Mrs. Xxx. X. Xxxxxxx
For acknowledgement and acceptance, On behalf of the Sellers: /s/ Xx. Xxxxxxxxx Xxxx Xx. Xxxxxxxxx Xxxx Date: January 29, 2020 |
/s/ Xx. Xxxxx Xxxx
Xx. Xxxxx Xxxx
Date: January 29, 2020
/s/ Xxx. Xxxxxx Xxxx
Xxx. Xxxxxx Xxxx
Date: January 29, 2020
/s/ Xxx. Xxxxxx Xxxx
Xxxxx General Partnership
Xxx. Xxxxxx Xxxx
Director
Date: January 29, 2020
Cc: Eubelius CVBA
Xxxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxxx 00, 0000 Xxxxxxxx (Xxxxxxx)