AGREEMENT AND PLAN OF MERGER among SPIRIT AEROSYSTEMS HOLDINGS, INC., THE BOEING COMPANY and SPHERE ACQUISITION CORP. Dated June 30, 2024Agreement and Plan of Merger • July 1st, 2024 • Spirit AeroSystems Holdings, Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated June 30, 2024, among Spirit AeroSystems Holdings, Inc., a Delaware corporation (the “Company”), The Boeing Company, a Delaware corporation (“Parent”), and Sphere Acquisition Corp., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • July 1st, 2024 • Spirit AeroSystems Holdings, Inc. • Aircraft parts & auxiliary equipment, nec • New York
WHEREAS, the Company, Holdings, certain subsidiaries of the Company and the Trustee entered into the Indenture, dated as of June 1, 2016 (the “Original Indenture”), as supplemented by (i) the Supplemental Indenture, dated as of December 5, 2016 (the “First Supplemental Indenture”), by and among the Company, Holdings, the subsidiary guarantors party thereto and the Trustee, (ii) the Second Supplemental Indenture, dated as of February 24, 2020 (the “Second Supplemental Indenture”), among the Company, Holdings, Spirit NC and the Trustee, (iii) the Third Supplemental Indenture, dated as of April 17, 2020 (the “Third Supplemental Indenture”), among the Company, Holdings, Spirit NC and the Trustee, (iv) the Fourth Supplemental Indenture, dated as of October 5, 2020 (the “Fourth Supplemental Indenture”), among the Company, Holdings, Spirit NC and the Trustee, (v) the Fifth Supplemental Indenture, dated as of November 23, 2022 (the “Fifth Supplemental Indenture”), among the Company, Holdings,
Delayed-Draw BRIDGE CREDIT AGREEMENT dated as of June 30, 2024 among SPIRIT AEROSYSTEMS, INC., as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and as Collateral Agent MORGAN...Guarantee Agreement • July 1st, 2024 • Spirit AeroSystems Holdings, Inc. • Aircraft parts & auxiliary equipment, nec • New York
DELAYED-DRAW BRIDGE CREDIT AGREEMENT, dated as of June 30, 2024 (this “Agreement”), among Spirit AeroSystems, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below), and each Lender (as defined below) party hereto from time to time.
