AMENDMENT 54 TO SPECIAL BUSINESS PROVISIONS (SBP) MS-65530-0016 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INC.
AMENDMENT 54
TO
SPECIAL BUSINESS PROVISIONS (SBP) MS-65530-0016
BETWEEN
THE BOEING COMPANY
AND
SPIRIT AEROSYSTEMS, INC.
This Amendment 54 (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). Hereinafter, Boeing and Seller may be referred to jointly as the Parties.
RECITALS
A.The Parties entered into Special Business Provisions MS-65530-0016, dated June 16, 2005, (SBP) and the General Terms Agreement BCA-65530-0016, dated June 17, 2005, (GTA), (collectively, the Agreement).
B.The most recent amendment to the SBP is Amendment 54, dated March 1, 2024.
C.All capitalized terms used but not defined in this Amendment have the same meaning as in the SBP.
D.The Parties wish to amend the SBP as set forth herein.
NOW THEREFORE, the Parties agree as follows:
Amendment 54 to BCA-65530-0016 | BOEING PROPRIETARY | ||||
AGREEMENT
1.The list of “AMENDMENTS” within the SBP is hereby deleted and replaced in its entirely as follows:
Amendment Number | Description | Effective 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 | ▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
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 | ▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
3 | Incorporate CCNs as listed in Amendment 3, Attachment A. Updates to Attachments 1, 2, 7, 14, 15, 16 and 22. | 11/28/2007 | ▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
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 | ▇. ▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
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 and 20. | 6/22/2009 | ▇. ▇▇ ▇. ▇▇▇▇▇ | ||||||||
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 | ▇. ▇▇ ▇. 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 | ▇. ▇▇ ▇. 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 | ▇. ▇▇▇▇▇▇ ▇. Milan | ||||||||
9 | Incorporate Attachment 25 - 737 Max Titanium Inner Wall Agreement. | 9/4/2014 | ▇. ▇▇▇▇▇▇ M. Milan | ||||||||
10 | Incorporate Attachment 26-737 Derailment. | 9/2/2014 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇ | ||||||||
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 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇ | ||||||||
12 | Delete and replace Attachment 25, Section 3.0. | 4/9/2015 | ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇ | ||||||||
13 | Incorporate CCNs as listed in Amendment 13, Attachment A. Updates to Attachments 1, 2, 7, 9, 14, and 16. | 1/4/2016 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
14 | Incorporate Attachment 25, Addendum 1. | 4/21/2015 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
15 | NULL | NULL | NULL | ||||||||
16 | NULL | NULL | NULL | ||||||||
17 | Incorporate Attachment 29, 777X Non-Recurring Agreement. | 12/23/2015 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
18 | NULL | NULL | NULL | ||||||||
19 | NULL | NULL | NULL | ||||||||
20 | 737 MAX Inner Wall. | 12/17/2015 | ▇. ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇.▇▇▇▇ | ||||||||
21 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 5/9/2016 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
Amendment 54 to BCA-65530-0016 | BOEING PROPRIETARY | ||||
Amendment Number | Description | Effective Date | Approval | ||||||||
22 | 737 MAX Composite Inner Wall Line Movement. | 11/2/2016 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
23 | 737 MAX 9 INITIAL and CIW Line 19 Tooling Incentive Agreement. | 12/16/2016 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
24 | Incorporate CCNs as listed in Amendment 23, Attachment A. Updates to Attachments 1, 2, 7, 9, and 14. | 12/20/2016 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
25 | Revisions to Attachment 27, 737 MAX Non-Recurring. | 3/16/2017 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
26 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 3/23/2017 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
27 | Incorporate Attachment 30, “737 NG / MAX Vapor Barrier Agreement”, Updates to Attachment 1 and 9. | 3/31/2017 | ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
28 | Revisions to Attachment 29, 777X NRE Agreement. | 6/22/2017 | ▇. ▇'▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
29 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 7/20/2017 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
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 | ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||
31 | Revisions to Attachment 27, 737-8 Rate Tooling Incentive Agreement. | 10/18/2017 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
32 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 11/15/2017 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
33 | Revisions to Attachment 27, 737 MAX Non-Recurring Agreement. | 11/30/2017 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
34 | Revisions to Attachment 27, 737-10 Non-Recurring Non-Tooling. | 2/23/2018 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
35 | Revisions to Attachment 27, 737-9 Rate Tooling NTE. | 4/18/2018 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
36 | Revisions to Attachment 27, 737-10 Wing NRE | 6/20/2018 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
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 | ▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
38 | Revision to Attachment 27, 737 MAX BBJ8, BBJ7, and 737-10 SOW. | 11/1/2018 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
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 | ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
Amendment 54 to BCA-65530-0016 | BOEING PROPRIETARY | ||||
Amendment Number | Description | Effective Date | Approval | ||||||||
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 | ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
41 | Revisions to Attachment 29, 777-9 Rate Tooling. | 3/27/2019 | ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||
42 | Reserved | ▇▇▇ | ▇▇▇ TBD | ||||||||
43 | Revisions to Attachment 1 Product Pricing. | 5/22/2019 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
44 | Section 12.13.2 is deleted and replaced in its entirety. | 7/19/2019 | ▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
45 | Delete and Replace: -Section 3.8.b -Attachment 1, Exhibits D.1 and E.2 | 10/10/2019 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||
46 | Section 24.0 deleted and replaced. Section 24.1 incorporated. | 10/3/2019 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
47 | SPB 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 | ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
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 ▇.▇.▇▇, ▇.▇.▇▇▇, and ▇.▇.▇▇▇▇ 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 | ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||
49 | SBP Section 12.13.1.1 is deleted and replaced in its entirety. SBP Attachment 16 is deleted and replaced in its entirety. | 3/11/2022 | J. Palmer L. Hampton | ||||||||
50 | Attachment 29, Section 5.3.1 is deleted and replaced in its entirety. | 9/16/2022 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||
51 | Attachment 1, Section 7.b is deleted and replaced in its entirety. Revisions to Attachment 15, 747/767/777 Constraint Matrix. | 1/4/2023 | ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||
MoA signed 10/12/2023 | MoA Section 11 amended SBP Attachment 1 to add a new subsection, Section 2(f) pertaining to 737 recurring pricing | 10/12/2023 | I. Mounir M. Suchinski | ||||||||
52 | Added section 2.f)i) to Attachment 1 pertaining to 737 POA Pricing Added Section 8.d) to Attachment 1 pertaining to Tooling and Capital Expenditures Attachment 15 737 Rate [****] Constraint Matrix replace in its entirety | 12/21/2024 | D. Armani l. Hampton | ||||||||
53 | SBP Attachment 1, Exhibit D.1 is deleted and replaced in its entirety. SBP Attachment 1, Exhibit E.2 is deleted and replaced in its entirety. | 3/1/2024 | J. Kang D. ▇▇▇▇▇▇ | ||||||||
Amendment 54 to BCA-65530-0016 | BOEING PROPRIETARY | ||||
Amendment Number | Description | Effective Date | Approval | ||||||||
| 54 | Attachment 29, Section 5.3.1 is deleted and replaced in its entirety. | 07/01/2024 | J. Rivas K. ▇▇▇▇▇▇ | ||||||||
“
2.SBP Attachment 29, Section 5.3.1, is deleted and replaced in its entirety with the following:
"5.3.1Seller shall invoice for and Boeing shall reimburse to Seller, on a [****] basis, an amount calculated by multiplying the rate as defined below (the billing rate) by the number of actual validated labor hours (“Spirit labor hours”) expended for Non-Recurring Non-Tooling and Non-Recurring Tooling work. Rates below do not include G&A of [****]%. Seller will add the agreed to [****]% G&A to the rates below for invoicing and payment.
Amendment 54 to BCA-65530-0016 | BOEING PROPRIETARY | ||||
5.3.1.1In the event that Seller experiences a labor rate true-up that results in the 777X “Engineering” labor rate being greater than the agreed-to billing rate, Seller will submit to Boeing by the end of February of the following year the actual accounting rates for the “Engineering” labor rate category only. The labor rate with true up will be calculated based on the yearly total 777X Engineering dollars as determined by Seller’s financial system divided by the yearly total 777X Engineering hours billed. The December actuals submittal will include a separate tab showing a calculation of the true up delta and an explanation of the delta dollars applied (For example: Engineering rate base dollars were underran. The amount to be allocated to the 777X program is $XX). Seller will support the labor rate true up as stated in GTA section 9.0 (Examination of Records).
5.3.1.2Boeing agrees to pay the validated labor rate delta as long as the labor rate is at the capped amount or below. In the event that the true up delta exceeds the capped amount, Boeing agrees to pay the delta at the capped amount. Payments owed by Boeing for rate true-up will be due with the December payment for each year as referenced in 4.4.2 and 5.1.2.”
3. Miscellaneous
3.1.All other provisions of the Agreement remain unchanged and in full force and effect.
3.2.This Amendment cancels and supersedes all previous agreements between the Parties relating to the content of this Amendment, whether written or oral.
4. Governing Law.
This Amendment shall be governed by the internal laws of the State of Washington without reference to any rules governing conflict of laws.
5. Confidentiality.
The terms of this Amendment, together with the information exchanged by the Parties during negotiation hereof, are subject to the terms of the Agreement.
Amendment 54 to BCA-65530-0016 | BOEING PROPRIETARY | ||||
EXECUTED as of the last date set forth below by the duly authorized representatives of the Parties.
THE BOEING COMPANY | SPIRIT AEROSYSTEMS, INC. | |||||||
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Procurement Agent - Contracts | Contract Specialist | |||||||
Title | Title | |||||||
7/1/2024 | 7/1/2024 | |||||||
Date | Date | |||||||
Amendment 54 to BCA-65530-0016 | BOEING PROPRIETARY | ||||