Spirit AeroSystems Holdings, Inc. Sample Contracts

Spirit AeroSystems Holdings, Inc. – AGREEMENT FOR THE SALE AND PURCHASE OF THE SHARES OF S.R.I.F. NV (July 31st, 2019)
Spirit AeroSystems Holdings, Inc. – AMENDMENT 43 TO SBP MS-65530-0016 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INC. (July 31st, 2019)

This Amendment (“Amendment”) to SBP MS-65530-0016 is entered into as of the date of last signature below between Spirit Aerosystems, Inc., a Delaware Corporation (“Seller”) and The Boeing Company, a Delaware Corporation ("Boeing"). Hereinafter, the Seller and Boeing may be referred to jointly as “Parties” hereto. All capitalized terms used and not defined herein shall have the meanings assigned thereto in the SBP (as defined below).

Spirit AeroSystems Holdings, Inc. – Spirit AeroSystems Reports Solid Q2 2019 Results (July 31st, 2019)
Spirit AeroSystems Holdings, Inc. – AMENDMENT NUMBER 29 TO Special Business Provisions (SBP) BCA-MS-65530-0019 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INC. (July 31st, 2019)

THIS AMENDMENT NUMBER 29 (“Amendment No. 29”) to Special Business Provisions BCA-MS-65530-0019 is made as of the last date executed below (the “Effective Date”) by and between Spirit AeroSystems, Inc., a Delaware corporation having its principal office in Wichita, Kansas (“Spirit”) and The Boeing Company, a Delaware corporation, acting by and through its division, Boeing Commercial Airplanes (“Boeing”). Hereinafter, Spirit and Boeing may be referred to individually as a “Party” or jointly as the “Parties.”

Spirit AeroSystems Holdings, Inc. – MEMORANDUM OF AGREEMENT between THE BOEING COMPANY and Spirit AeroSystems, Inc. (July 31st, 2019)

This MEMORANDUM OF AGREEMENT ("MOA"), is effective as of April 12, 2019, (the "Effective Date") by and between The Boeing Company ("Boeing"), a Delaware corporation, and Spirit AeroSystems, Inc. ("Seller"), a Delaware corporation. Boeing and Seller sometimes are referred to herein individually as a "Party" and collectively as the "Parties.”

Spirit AeroSystems Holdings, Inc. – Christian Boas Rue du Moulin 12, 1310 La Hulpe (Belgium) Emile Boas Avenue du Beau Feuillage 1A, 1950 Kraainem (Belgium) Dreda / Sylvie Boas Avenue E. Van Becelaere 103, 1170 Watermael-Boitsfort (Belgium) RE: Amendment to the Agreement for the Sale and Purchase of Shares of S.R.I.F. NV (July 31st, 2019)

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 Holdings BVBA (the “Purchaser”) and Spirit AeroSystems Holdings, Inc. (together with the Purchaser, “Spirit”), as amended by the Letter Agreements dated March 19, 2019 and March 27, 2019 (the “Agreement”).

Spirit AeroSystems Holdings, Inc. – RE: Amendment to the Agreement for the Sale and Purchase of Shares of S.R.I.F. NV Dear Sir/Madam, (July 31st, 2019)

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 Holdings BVBA (the “Purchaser”) and Spirit AeroSystems Holdings, Inc. (together with the Purchaser, “Spirit”), as amended (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.

Spirit AeroSystems Holdings, Inc. – AMENDMENT 41 TO SPECIAL BUSINESS PROVISIONS (SBP) MS-65530-0 016 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INC. (May 1st, 2019)

THIS AMENDMENT 41 (“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.”

Spirit AeroSystems Holdings, Inc. – AMENDMENT NUMBER 40 (May 1st, 2019)

This Amendment 40 (“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.”

Spirit AeroSystems Holdings, Inc. – March 19, 2019 (May 1st, 2019)

On behalf of Spirit AeroSystems Holding, Inc. (the “Guarantor”) and Spirit AeroSystems Belgium Holdings, BVBA (the “Purchaser” and collectively with the Guarantor, “Spirit”), we seek the agreement of the current shareholders (the “Sellers” and together with Spirit, the “Parties”) of S.R.I.F. NV (“SRIF”) to the following by means of this letter agreement (the “Letter Agreement”):

Spirit AeroSystems Holdings, Inc. – AMENDMENT NUMBER 28 TO Special Business Provisions (SBP) BCA-MS-65530-0019 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INC. (May 1st, 2019)

THIS AMENDMENT NUMBER 28 (“Amendment No. 28”) to Special Business Provisions BCA-MS-65530-0019 is made as of the last date executed below (the “Effective Date”) by and between Spirit AeroSystems, Inc., a Delaware corporation having its principal office in Wichita, Kansas (“Spirit”) and The Boeing Company, a Delaware corporation, acting by and through its division, Boeing Commercial Airplanes (“Boeing”). Hereinafter, Spirit and Boeing may be referred to individually as a “Party” or jointly as the “Parties”.

Spirit AeroSystems Holdings, Inc. – Spirit AeroSystems Reports Solid Q1 2019 Results (May 1st, 2019)

Received conditional clearance from the European Commission for the acquisition of Asco, expect to close in Q2 after meeting required implementation conditions

Spirit AeroSystems Holdings, Inc. – LONG-TERM INCENTIVE PROGRAM (AS AMENDED AND RESTATED EFFECTIVE JANUARY 23, 2019) (May 1st, 2019)
Spirit AeroSystems Holdings, Inc. – Amendment 38 TO Special Business Provisions MS-65530-0016 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INCORPORATED (February 8th, 2019)

This Amendment Number 38 ("Amendment No. 38") to Special Business Provisions MS-65530-0016 is entered into as of the date of last signature below between Spirit AeroSystems, Inc., a Delaware Corporation ("Seller") and The Boeing Company, a Delaware Corporation (“Boeing”). Hereinafter, the Seller and Boeing may be referred to singularly as a “Party” and jointly as "Parties" hereto. All capitalized terms used and not defined herein shall have the meanings assigned thereto in the SBP (as defined below).

Spirit AeroSystems Holdings, Inc. – AMENDMENT NUMBER 39 (February 8th, 2019)

This Amendment 39 (“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.”

Spirit AeroSystems Holdings, Inc. – EMPLOYMENT AGREEMENT (February 8th, 2019)

THIS EMPLOYMENT AGREEMENT (“Agreement”), entered into on the 23rd day of November, 2018, is by and between SPIRIT AEROSYSTEMS, INC., a Delaware corporation (the “Company”), and Jose Garcia (“Employee”).

Spirit AeroSystems Holdings, Inc. – EXHIBIT A Director Stock Program REVISED APRIL 25, 2018 (February 8th, 2019)
Spirit AeroSystems Holdings, Inc. – RETIREMENT AGREEMENT (February 8th, 2019)

THIS RETIREMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into as of this 20th day of November, 2018, by and among Spirit Aerosystems, Inc. (the “Company”), Spirit Aerosystems Holdings, Inc., the parent of the Company (the “Parent”), and Sanjay Kapoor (the “Executive”).

Spirit AeroSystems Holdings, Inc. – COLLECTIVE RESOLUTION 2.0 MEMORANDUM OF AGREEMENT (February 8th, 2019)

This COLLECTIVE RESOLUTION 2.0 MEMORANDUM OF AGREEMENT ("MOA"), dated as of December 21, 2018 ("Effective Date"), is by and between The Boeing Company ("Boeing"), a Delaware corporation, and Spirit AeroSystems, Inc. ("Spirit"), a Delaware corporation. Boeing and Spirit sometimes are referred to herein individually as a "Party" and collectively as the "Parties.”

Spirit AeroSystems Holdings, Inc. – Spirit AeroSystems Signs MOA for Long-Term Agreement with Boeing (December 27th, 2018)

WICHITA, Kan., December 27, 2018 — Spirit AeroSystems [NYSE: SPR] announced today that it executed a Memorandum of Agreement (MOA) with The Boeing Company that establishes, among other items:

Spirit AeroSystems Holdings, Inc. – AMENDMENT NUMBER 37 TO SPECIAL BUSINESS PROVISIONS (SBP) MS-65530-0016 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INC. (October 31st, 2018)

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

Spirit AeroSystems Holdings, Inc. – AMENDMENT NUMBER 27 TO Special Business Provisions (SBP) BCA-MS-65530-0019 BETWEEN THE BOEING COMPANY AND (October 31st, 2018)

THIS AMENDMENT NUMBER 27 (“Amendment No. 27”) to Special Business Provisions BCA-MS-65530-0019 is made as of the last date executed below (the “Effective Date”) by and between Spirit AeroSystems, Inc., a Delaware corporation having its principal office in Wichita, Kansas (“Spirit”) and The Boeing Company, a Delaware corporation, acting by and through its division, Boeing Commercial Airplanes (“Boeing”). Hereinafter, Spirit and Boeing may be referred to jointly as the “Parties”.

Spirit AeroSystems Holdings, Inc. – Amendment 36 TO Special Business Provisions MS-65530-0016 BETWEEN THE BOEING COMPANY AND SPIRIT AEROSYSTEMS, INCORPORATED (August 1st, 2018)

This Amendment Number 36 ("Amendment No. 36") to Special Business Provisions MS-65530-0016 is entered into as of the date of last signature below between Spirit AeroSystems, Inc., a Delaware Corporation ("Seller") and The Boeing Company, a Delaware Corporation (“Boeing”). Hereinafter, the Seller and Boeing may be referred to singularly as a “Party” and jointly as "Parties" hereto. All capitalized terms used and not defined herein shall have the meanings assigned thereto in the SBP (as defined below).

Spirit AeroSystems Holdings, Inc. – AGREEMENT FOR THE SALE AND PURCHASE OF THE SHARES OF S.R.I.F. NV (August 1st, 2018)
Spirit AeroSystems Holdings, Inc. – Amendment 35 TO (August 1st, 2018)

This Amendment Number 35 ("Amendment No. 35") to Special Business Provisions MS-65530-0016 is entered into as of the date of last signature below (the “Effective Date”) between Spirit AeroSystems, Inc., a Delaware Corporation ("Seller") and The Boeing Company, a Delaware Corporation (“Boeing”). Hereinafter, the Seller and Boeing may be referred to jointly as "Parties" hereto. All capitalized terms used and not defined herein shall have the meanings assigned thereto in the SBP (as defined below).

Spirit AeroSystems Holdings, Inc. – SEVENTH AMENDED AND RESTATED BYLAWS OF SPIRIT AEROSYSTEMS HOLDINGS, INC. (the “Corporation”) adopted on July 23, 2018 (July 27th, 2018)
Spirit AeroSystems Holdings, Inc. – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 12, 2018 among SPIRIT AEROSYSTEMS, INC., as Borrower, SPIRIT AEROSYSTEMS HOLDINGS, INC., as Parent Guarantor, THE LENDERS REFERRED TO HEREIN, and BANK OF AMERICA, N.A. as Administrative Agent MIZUHO BANK, LTD. and CITIBANK, N.A., as Syndication Agents and THE BANK OF NOVA SCOTIA ROYAL BANK OF CANADA and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as a Joint Lead Arranger and Sole Bookrunner and MIZUHO BANK, LTD. and CITIBANK, N.A., as Joint Lead Arrangers (July 13th, 2018)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 12, 2018 among Spirit AeroSystems, Inc., a Delaware corporation (the “Borrower”), Spirit AeroSystems Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer.

Spirit AeroSystems Holdings, Inc. – FORM OF 2028 NOTE (May 30th, 2018)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Spirit AeroSystems Holdings, Inc. – Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*] (May 30th, 2018)
Spirit AeroSystems Holdings, Inc. – FORM OF FLOATING RATE NOTE (May 30th, 2018)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Spirit AeroSystems Holdings, Inc. – FORM OF 2023 NOTE (May 30th, 2018)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Spirit AeroSystems Holdings, Inc. – Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. Omissions are designated by the symbol [*] (May 30th, 2018)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Spirit AeroSystems Holdings, Inc. (“Issuer”) on the Trade Date specified below (the “Transaction”).  This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

Spirit AeroSystems Holdings, Inc. – SPIRIT AEROSYSTEMS, INC., as Issuer and SPIRIT AEROSYSTEMS HOLDINGS, INC., as Guarantor $300,000,000 Senior Floating Rate Notes due 2021 $300,000,000 3.950% Senior Notes due 2023 $700,000,000 4.600% Senior Notes due 2028 INDENTURE Dated as of May 30, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (May 30th, 2018)

INDENTURE, dated as of May 30, 2018, by and among Spirit AeroSystems, Inc., a Delaware corporation (the “Company”), Spirit AeroSystems Holdings, Inc., a Delaware corporation (“Holdings”), as Guarantor, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

Spirit AeroSystems Holdings, Inc. – UNDERWRITING AGREEMENT (May 30th, 2018)

The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”) to be dated as of the Closing Date (as defined below), among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).  Certain terms of the Securities will be established pursuant to the Indenture.  The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, dated September 29, 2009, among the Company, the Trustee and the Depositary.

Spirit AeroSystems Holdings, Inc. – Any and All of Its Outstanding 51/4% Senior Notes Due 2022 (May 22nd, 2018)

WICHITA, Kan., May 22, 2018 — Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the “Company”) announced today that Spirit AeroSystems, Inc. (“Spirit”), its wholly-owned subsidiary, has commenced an offer to purchase for cash any and all of the $300 million outstanding principal amount of its 51/4% Senior Notes due 2022 (CUSIP No. 85205TAF7) (the “Notes”). The tender offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 22, 2018, and a related Letter of Transmittal and Notice of Guaranteed Delivery, which set forth the terms and conditions of the tender offer in full detail. The tender offer is open to all registered holders of the Notes. The purpose of the tender offer is to retire debt associated with the Notes.