Second SUPPLEMENTAL INDENTURE

Exhibit 4.1

Second SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 24, 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 (the “New Guarantor”, and together with Holdings, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture referred to below (the “Trustee”).

RECITALS OF THE COMPANY AND THE GUARANTORS

WHEREAS, the Company, Holdings, certain subsidiaries of the Company (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 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 (and, together with the Original Indenture, the “Indenture”), to evidence the release and discharge of the Prior Guarantors from their obligations under their Note Guarantees;

WHEREAS, the Company and Holdings are party to an Amended and Restated Credit Agreement, dated as of July 12, 2018 (as amended, modified, supplemented, increased, extended, restated, renewed, refinanced or replaced from time to time, the “Credit Agreement”) with the Lenders (as defined in the Credit Agreement) from time to time party thereto, Bank of America, N.A., as administrative agent, which established certain Credit Facilities of the Company and pursuant to which the Lenders have agreed to make loans or issue letters of credit to the Company, in each case upon the terms and subject to the conditions set forth therein;

WHEREAS, the Company and Holdings intend to enter into a First Amendment to the Credit Agreement, to be dated on or about the date hereof, with the Lenders and Bank of America, N.A., as administrative agent and collateral agent (in such capacity, the “Collateral Agent”), in connection with which, among other things, (i) the New Guarantor will enter into a Guarantor Joinder Agreement (as defined in the Credit Agreement ) and guarantee Indebtedness under certain Credit Facilities of the Company and (ii) the Company and the Guarantors will create, incur, assume or permit to exist a Lien on certain of their assets to secure the Indebtedness of the Company and its Subsidiaries under the Credit Agreement (the “Credit Agreement Secured Indebtedness”) pursuant to the Security Agreement (as defined below);

WHEREAS, in connection with the guarantee by the New Guarantor of the Indebtedness under the Credit Agreement, the Company is required under Section 4.10 of the Indenture to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Company’s obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein;

WHEREAS, in connection with the grant of security for the Credit Agreement Secured Indebtedness, Holdings desires to secure the Notes on an equal and ratable basis as the Credit Agreement Secured Indebtedness solely to the extent required to do so under the Indenture;

WHEREAS, pursuant to a security and pledge agreement to be dated on or about the date hereof (the “Security Agreement”), the Company and the Guarantors will grant to the Collateral Agent on behalf of the Lenders certain Liens (collectively, “Credit Agreement Liens”) on certain assets of the Company and the Guarantors described in the Security Agreement (the “Collateral”) as security for the Credit Agreement Secured Indebtedness, 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 Credit Agreement 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, Sections 9.01(f) and (h) of the Indenture provide, among other things, that the Company and the Trustee are authorized to execute and deliver indentures supplemental to the Indenture without the consent of any Holders to, among other things, add guarantees with respect to the Notes and secure the Notes; and

WHEREAS, the Company hereby requests that the Trustee join in the execution and delivery of this Second 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 SECOND SUPPLEMENTAL INDENTURE. All terms contained in this Second 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. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all the other Guarantors, to unconditionally guarantee the Company’s obligations under the Notes on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes as a Guarantor.

3. 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 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 Credit Agreement Secured Indebtedness 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. 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.

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4. EFFECTIVENESS OF THIS SUPPLEMENTAL INDENTURE. This Second Supplemental Indenture shall become effective upon execution hereof by the Company, Holdings, the New Guarantor and the Trustee.

5. 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 3 above and in the Security Agreement.

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

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

8. TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second 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 Second Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

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

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

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

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[Signature Page Follows]

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	SPIRIT AEROSYSTEMS, INC.,
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Treasurer

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

	SPIRIT AEROSYSTEMS NORTH CAROLINA, INC.
		as New Guarantor
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Treasurer

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

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