| SUPPLEMENTAL AGREEMENT NO. 1 |
| to |
| Purchase Agreement No. 3729 |
| between |
| THE BOEING COMPANY |
| and |
| SOUTHWEST AIRLINES CO. |
| Relating to Boeing Model 737-8 Aircraft |
THIS SUPPLEMENTAL AGREEMENT, entered into as of May 13, 2013, is made between THE BOEING COMPANY, a Delaware corporation (Boeing), and SOUTHWEST AIRLINES CO. a Texas corporation (Customer);
Customer and Boeing entered into Purchase Agreement Number PA-03729 dated December 13, 2011 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing Model 737-8 aircraft; and this Supplemental Agreement No. 1 is an amendment to and is incorporated into the Purchase Agreement:
WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to i) add reference to letter agreement number SWA‑PA‑03729‑LA‑1209080, ***, which was previously executed on July 8, 2012; ii) revise certain terms of letter agreement number SWA-PA-03729-LA-1106481, ***; and iii) add letter agreement number SWA-PA-03729-LA-1210419, ***;
NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:
1.The Table of Contents is deleted in its entirety and a new Table of Contents is attached hereto and incorporated into the Purchase Agreement by this reference.
2. Letter Agreement SWA-PA-03729-LA-1106481, ***, is deleted in its entirety and replaced with a revised Letter Agreement SWA-PA-03729-LA-1106481R1, attached hereto and incorporated into the Purchase Agreement by this reference.
3. To document its previous execution and as an administrative matter, Letter Agreement SWA-PA-03729-LA-1209080, *** and dated July 8, 2012 is hereby added and, by this reference, is incorporated into the Purchase Agreement.
***Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.
| SWA-PA-3729 | 1 | SA-1 |
| BOEING PROPRIETARY | ||
4. Letter Agreement SWA-PA-03729-LA-1210419, ***, is hereby added and, by this reference, is incorporated into the Purchase Agreement.
5. The Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.
6. This Supplemental Agreement must be executed by Boeing and Customer on or before May 15, 2012.
| AGREED AND ACCEPTED this | ||
| May 13, 2013 | ||
| Date | ||
| THE BOEING COMPANY | SOUTHWEST AIRLINES CO. | |
| /s/ Jeff Solomon | /s/ Michael Van de Ven | |
| Signature | Signature | |
| Jeffery J. Solomon | Michael Van de Ven | |
| Printed name | Printed name | |
| Attorney-in-Fact | Executive Vice President | |
| Title | Title | |
| SWA-PA-3729 | 2 | SA-1 |
| BOEING PROPRIETARY | ||
| TABLE OF CONTENTS |
| ARTICLES | TITLES |
| Article 1 | Quantity, Model and Description |
| Article 2 | Delivery Schedule |
| Article 3 | Price |
| Article 4 | Payment |
| Article 5 | Additional Terms |
| TABLE | TITLE |
| 1 | Aircraft Information Table |
| EXHIBIT | |
| A | Aircraft Configuration |
| B | Aircraft Delivery Requirements and Responsibilities |
| SUPPLEMENTAL EXHIBITS | TITLES |
| AE1 | Escalation Adjustment/Airframe and Optional Features |
| BFE1 | BFE Variables |
| CS1 | Customer Support Variables |
| EE1 | Engine Escalation/Engine Warranty and Patent Indemnity |
| SLP1 | Service Life Policy Components |
| LETTER AGREEMENTS | TITLES |
| SWA-PA-03729-LA-1106463 | Open Matters |
| SWA-PA-03729-LA-1106464 | *** |
| SWA-PA-03729-LA-1106465 | *** |
| SWA-PA-03729-LA-1106466 | *** |
| SWA-PA-3729 | Page | 1 |
| BOEING PROPRIETARY | ||
| SA-1 | ||
| LETTER AGREEMENTS | TITLES | |||
| SWA-PA-03729-LA-1106467 | *** | |||
| SWA-PA-03729-LA-1106468 | *** | |||
| SWA-PA-03729-LA-1106469 | *** | |||
| SWA-PA-03729-LA-1106470 | *** | |||
| SWA-PA-03729-LA-1106471 | Substitute Aircraft | |||
| SWA-PA-03729-LA-1106472 | *** | |||
| SWA-PA-03729-LA-1106473 | *** | |||
| SWA-PA-03729-LA-1106474 | Option Aircraft | |||
| SWA-PA-03729-LA-1106475 | *** | |||
| SWA-PA-03729-LA-1106476 | *** | |||
| SWA-PA-03729-LA-1106477 | *** | |||
| SWA-PA-03729-LA-1106478 | *** | |||
| SWA-PA-03729-LA-1106479 | *** | |||
| SWA-PA-03729-LA-1106480 | *** | |||
SWA-PA-03729-LA-1106481R1 | *** | SA-1 | ||
| SWA-PA-03729-LA-1106482 | *** | |||
| SWA-PA-03729-LA-1106483 | *** | |||
| SWA-PA-03729-LA-1106484 | *** | |||
| SWA-PA-03729-LA-1106485 | *** | |||
| SWA-PA-03729-LA-1209080 | *** | SA-1 | ||
| SWA-PA-03729-LA-1210419 | *** | SA-1 | ||
| SWA-PA-3729 | Page | 2 |
| BOEING PROPRIETARY | ||
| SA-1 | ||
SWA‑PA‑03729‑LA‑1106481R1
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611
| Subject: | *** |
| Reference: | Purchase Agreement No. PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737-8 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.***
2.***
3.***
SWA‑PA‑03729‑LA‑1106481R1 | |||
| *** | Page | 1 | |
| BOEING PROPRIETARY | |||
4.***
5.***
6.***
7.Assignment.
7. Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in
SWA‑PA‑03729‑LA‑1106481R1 | |||
| *** | Page | 2 | |
| BOEING PROPRIETARY | |||
consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
8.Confidentiality.
Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,
THE BOEING COMPANY | ||
| By | /s/ Jeff Solomon | |
| Its | Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: | May 13, 2013 | |
| SOUTHWEST AIRLINES CO. | ||
| By | Michael Van de Ven | |
| Its | Executive Vice President | |
SWA‑PA‑03729‑LA‑1106481R1 | |||
| *** | Page | 3 | |
| BOEING PROPRIETARY | |||
SWA‑PA‑03729‑LA‑1209080
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611
| Subject: | *** |
| Reference: | Purchase Agreement No. PA‑03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737‑8 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.***
2.Assignment.
This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
3.Confidentiality.
Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Customer agrees
| SWA‑PA‑03729‑LA‑1209080 | ||
| *** | Page | 1 |
| BOEING PROPRIETARY | ||
to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,
| THE BOEING COMPANY | ||
By | /s/ Jeff Solomon | |
| Its | Attorney‑In‑Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: | July 8, 2012 | |
| SOUTHWEST AIRLINES CO. | ||
| By | ||
| Its | EVP & Chief Operating Officer | |
| SWA‑PA‑03729‑LA‑1209080 | ||
| *** | Page | 2 |
| BOEING PROPRIETARY | ||
to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,
| THE BOEING COMPANY | ||
By | ||
| Its | Attorney‑In‑Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: | , 2012 | |
| SOUTHWEST AIRLINES CO. | ||
| By | /s/ Laura Wright | |
| Its | ||
SWA‑PA‑03729‑LA‑1209080
*** Page 2
BOEING PROPRIETARY
SWA-PA-03729-LA-1210419
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611
| Subject: | *** |
| Reference: | Purchase Agreement No. PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737-8 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.***
2.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
| SWA-PA-03729-LA-1210419 | ||
| *** | LA Page | 1 |
| BOEING PROPRIETARY | ||
3.Confidentiality.
Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,
| THE BOEING COMPANY | ||
| By | /s/ Jeff Solomon | |
| Its | Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: | May 13, 2013 | |
| SOUTHWEST AIRLINES CO. | ||
| By | /s/ Michael Van de Ven | |
| Its | Executive Vice President | |
| SWA-PA-03729-LA-1210419 | ||
| *** | LA Page | 2 |
| BOEING PROPRIETARY | ||