boeingsupplemental







P.A. 2497   ASA SA-39-1      FOIA CONFIDENTIAL    TREATMENT REQUESTED                           Supplemental Agreement No. 39      to      Purchase Agreement No. 2497      between      The Boeing Company      and      Alaska Airlines, Inc.      Relating to Boeing Models 737-800 and 737-900ER Aircraft          THIS SUPPLEMENTAL AGREEMENT, entered into as of February 12, 2015, by and   between THE BOEING COMPANY (Boeing) and ALASKA AIRLINES, INC. (Customer).    WHEREAS, the parties hereto entered into Purchase Agreement No. 2497 dated June   15, 2005 (Purchase Agreement), as amended and supplemented, relating to Boeing Model 737-   890 aircraft and 737-990ER aircraft (737-990ER Aircraft);     WHEREAS, Boeing offered and Customer agrees to purchase two (2) Boeing Model   737-900ER aircraft as set forth below (Incremental Aircraft):   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]            * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment    has been requested with respect to the omitted portions.      





 







Supplemental Agreement No. 39 to   Purchase Agreement No. 2497      P.A. 2497   ASA SA-39-2   WHEREAS, Boeing offered and Customer agrees to purchase two (2) Boeing Model   737-900ER aircraft as set forth below (Incremental Quarterly Aircraft):   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]   ;   WHEREAS, Customer agrees to exercise its option to purchase two (2) Option Aircraft   described in Letter Agreement 2497-1R21 and concurrently substitute such Option Aircraft to   737-900ER aircraft (Exercised Option Aircraft):   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]   ;    WHEREAS, Boeing and Customer acknowledge that the reference to Letter Agreement   ASA-PA-2497-LA-1209641R2 entitled “Special Matters” in the preamble of SA-38 under “Letter   Agreements”, is erroneous and agree to disregard such reference.  Boeing and Customer agree the   correct reference is the following: “Letter Agreement ASA-PA-2497-LA-1209641R3 entitled   “Special Matters”, is hereby deleted in its entirety and replaced with a revised Letter Agreement   ASA-PA-2497-LA-1209641R4, attached hereto, to identify the applicable Aircraft for such Letter   Agreement.”; and   WHEREAS, Boeing and Customer agree to update Letter Agreement ASA-PA-2497-   LA-1404217 entitled [***] to identify the applicable Aircraft for such Letter Agreement.   NOW THEREFORE, in consideration of the mutual covenants herein contained, the   parties agree to amend the Purchase Agreement as follows:                  * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment    has been requested with respect to the omitted portions.      





 







Supplemental Agreement No. 39 to   Purchase Agreement No. 2497      P.A. 2497   ASA SA-39-3   1. Purchase Agreement Table of Contents and Tables.   1.1 Remove and replace, in its entirety, the Purchase Agreement “Table of   Contents”, with the revised Table of Contents, attached hereto, to reflect the changes made in this   Supplemental Agreement No. 39.   1.2 “Table 1C to Purchase Agreement 2497”, is deleted in its entirety and   replaced with a revised Table 1C to Purchase Agreement 2497, attached hereto, to reflect the   addition of the Incremental Aircraft and the Exercised Option Aircraft.     1.3 “Table 1D to Purchase Agreement 2497”, attached hereto, is hereby added to   the Purchase Agreement to reflect the addition of the Incremental Quarterly Aircraft.  The month   of delivery has not yet been identified for the Incremental Quarterly Aircraft.  Boeing will, at its   sole discretion, identify the specific delivery months for the Incremental Quarterly Aircraft, and   will notify Customer of the delivery months no later than July 31, 2015.   2. Supplemental Exhibits.    Supplemental Exhibit BFE1 entitled “Buyer Furnished Equipment Variables”, is   deleted in its entirely and replaced with a revised Supplemental Exhibit BFE1 attached hereto, to   reflect the addition of the Incremental Aircraft and the Exercised Option Aircraft.  The   Supplemental Exhibit BFE1 reflects [***] on-dock dates for the Incremental Quarterly Aircraft.    As soon as the delivery months are identified for the Incremental Quarterly Aircraft, Boeing and   Customer agree to revise the Supplemental Exhibit BFE1 accordingly.   3. Letter Agreements.   3.1 Attachment 3 to Letter Agreement 2497-1R21 entitled “Option Aircraft”, is   hereby deleted in its entirety and replaced with a revised Attachment 3, attached hereto, to reflect   the removal of the Exercised Option Aircraft, pursuant to this Supplemental Agreement No. 39.   3.2 Letter Agreement ASA-PA-2497-1208492R6 entitled “Aircraft Performance   Guarantees”, is hereby deleted in its entirety and replaced with a revised Letter Agreement ASA-   PA-2497-1208492R7, attached hereto, to incorporate the Incremental Aircraft, Incremental   Quarterly Aircraft, and Exercised Option Aircraft.   3.3 Letter Agreement ASA-PA-2497-LA-1403488 entitled “Special Matters – SA-   37”, is hereby deleted in its entirety and replaced with a revised Letter Agreement ASA-PA-2497-   LA-1403488R1 entitled “Special Matters – SA-37 and SA-39”, attached hereto, to incorporate the   Incremental Aircraft, Incremental Quarterly Aircraft, and the Exercised Option Aircraft.   3.4 Letter Agreement ASA-PA-2497-LA-1404217 entitled [***], is hereby deleted its   entirely and replaced with a revised Letter Agreement ASA-PA-2497-LA-1404217R1, attached   hereto, to identify the applicable Aircraft for such Letter Agreement.         * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment    has been requested with respect to the omitted portions.      





 







Supplemental Agreement No. 39 to   Purchase Agreement No. 2497   P.A. 2497   ASA SA-39-4   3.5 Letter Agreement 6-1162-LLL-0130R3 entitled “Boeing Proposal relating to   Space Bins”, is hereby added to the Purchase Agreement.    4. Advance Payments.   The sum of [***] is the amount due in advance payments, as a result of (i)   purchasing the Incremental Aircraft and Incremental Quarterly Aircraft; and (ii) exercising and   converting the Option Aircraft.   The Agreement will be deemed to be supplemented to the extent provided herein as of the date   hereof and as so supplemented will continue in full force and effect.   EXECUTED IN DUPLICATE as of the day and year first written above.   THE BOEING COMPANY ALASKA AIRLINES, INC.   By: /s/ Lanine Lange By: /s/ Mark Eliasen   Its:  Attorney-In-Fact Its:__Vice President, Finance & Treasurer_    * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment   has been requested with respect to the omitted portions.      





 







P.A. No. 2497 i SA-39   BOEING PROPRIETARY   TABLE OF CONTENTS   SA   ARTICLES NUMBER   1. Quantity, Model and Description 23   2. Delivery Schedule   3. Price   4. Payment   5. Miscellaneous   TABLE   1A. Aircraft Information Table – 737-990ER Aircraft 34   1B. Aircraft Information Table – 737-990ER Aircraft 37   1C. Aircraft Information Table – 737-990ER Aircraft 39   1D. Aircraft Information Table – 737-990ER Aircraft 39   EXHIBIT   A3. Aircraft Configuration – 737-990ER Aircraft 29   A4. Aircraft Configuration – 737-890 Aircraft (BSI) 27   A5. Aircraft Configuration – 737-990ER Aircraft 29   A6. Aircraft Configuration – 737-990ER Aircraft 37   B. Aircraft Delivery Requirements and Responsibilities 23   SUPPLEMENTAL EXHIBITS   AE1. Escalation Adjustment/Airframe and Optional Features 23   BFE1. BFE Variables 39   CS1. Customer Support Variables: 737-890 Aircraft 23   CS2. Customer Support Variables: 737-990ER Aircraft 23   EE1. Engine Escalation/Engine Warranty and Patent Indemnity 23   SLP1. Service Life Policy Components     





 







P.A. No. 2497 ii SA-39   BOEING PROPRIETARY         SA   LETTER AGREEMENT NUMBER      2497-1R21 Option Aircraft ...............................................................  37    Attachment 1 ..................................................................  37    Attachment 2 ..................................................................  37    Attachment 3 ..................................................................  39      2497-2R4 Aircraft Model Substitution ...........................................  37      2497-3R1 Seller Purchased Equipment ..........................................  23      2497-4R1 Demonstration Flight Waiver .........................................  23      2497-5R1 Customer Software .........................................................  23                SA   RESTRICTED LETTER AGREEMENT NUMBER       6-1162-MSA-588 Aircraft Performance Guarantees - .............................      Model 737-800 ............................................................        6-1162-MSA-589 [***] ............................................................................     [***] ............................................................................       6-1162-MSA-592R1 Special Purchase Agreement Provisions .....................  23      6-1162-SCR-112R3  Aircraft Performance Guarantees  ...............................  34    Model 737-990ER      6-1162-SCR-111R3 [***] ............................................................................  33    [***] ............................................................................       6-1162-SCR-124R3 [***] ............................................................................  29    Attachment A ..............................................................  29    Attachment B ..............................................................  29      ASA-PA-2497-LA-1106553R2   Promotional Support – 737-990ER Aircraft ..  34      ASA-PA-2497-LA-1208492R7  Aircraft Performance Guarantees ..................  39    Model 737-990ER      ASA-PA-2497-LA-1209641R4 Special Matters .............................................. 38                     * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment  has    been requested with respect to the omitted portions.      





 







P.A. No. 2497 iii SA-39   BOEING PROPRIETARY   ASA-PA-2497-LA-1209478      737 Production Adjustments .........................  29      6-1162-LLL-0140 Special Business Consideration – MSN 41735 ..............  36      ASA-PA-2497-LA-1403488R1 Special Matters – SA-37 and SA-39 ............. 39   RESTRICTED LETTER AGREEMENT NUMBER      6-1162-LLL-0130R3  Boeing Proposal Relating to Space Bins .................... 39      ASA-PA-2497-LA-1404217R1 [***] ........................................................................... 39     [***]      * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment  has    been requested with respect to the omitted portions.      





 







P.A. No. 2497 iv SA-39   BOEING PROPRIETARY   SUPPLEMENTAL AGREEMENTS ......................................................... DATED AS OF:   Supplemental Agreement No. 1 ................................................................ December 20, 2005   Supplemental Agreement No. 2 .................................................................... January 31, 2006   Supplemental Agreement No. 3 .................................................................. February 28, 2006   Supplemental Agreement No. 4 ...................................................................... March 31, 2006   Supplemental Agreement No. 5 ......................................................................... May 31, 2006   Supplemental Agreement No. 6 ......................................................................... June 30, 2006   Supplemental Agreement No. 7 .......................................................................... July 31, 2006   Supplemental Agreement No. 8.................................................. . October 31, 2006   Supplemental Agreement No. 9............................................... . November 30, 2006   Supplemental Agreement No. 10............................................. .. December 20, 2006   Supplemental Agreement No. 11................................................. .. January 31, 2007   Supplemental Agreement No. 12................................................... .. April 26, 2007   Supplemental Agreement No. 13.................................................... .. .July 31, 2007   Supplemental Agreement No. 14............................................. . September 24, 2007   Supplemental Agreement No. 15................................................. October 31, 2007   Supplemental Agreement No. 16................................................... January 5, 2009   Supplemental Agreement No. 17................................................ February 11, 2009   Supplemental Agreement No. 18................................................... .. April 22, 2009   Supplemental Agreement No. 19............................................... .. December 9, 2009   Supplemental Agreement No. 20.................................... .................... March 15, 2010   Supplemental Agreement No. 21.................................... ....................... June 18, 2010   Supplemental Agreement No. 22.................................... ....................... June 30, 2010   Supplemental Agreement No. 23 .................................................................. January 24, 2011   Supplemental Agreement No. 24 ........................................................................ July 27, 2011   Supplemental Agreement No. 25 ................................................................... October 7, 2011   Supplemental Agreement No. 26 ............................................................. November 30, 2011   Supplemental Agreement No. 27 .............................................................. December 23, 2011   Supplemental Agreement No. 28 ....................................................................... June 11, 2012   Supplemental Agreement No. 29 ................................................................. October 10, 2012     





 







P.A. No. 2497 v SA-39   BOEING PROPRIETARY   SUPPLEMENTAL AGREEMENTS ......................................................... DATED AS OF:   Supplemental Agreement No. 30 ................................................................ February 22, 2013   Supplemental Agreement No. 31 ....................................................................... May 16, 2013   Supplemental Agreement No. 32 ............................................................. September 25, 2013   Supplemental Agreement No. 33 .................................................................... January 2, 2014   Supplemental Agreement No. 34 ................................................................ February 28, 2014   Supplemental Agreement No. 35 ....................................................................... May 30, 2014   Supplemental Agreement No. 36 ....................................................................... June 26, 2014   Supplemental Agreement No. 37 ................................................................... October 6, 2014   Supplemental Agreement No. 38 .................................................................... January 8, 2015   Supplemental Agreement No. 39............................................................ February 12, 2015     





 







P.A. No. 2497 vi SA-39   BOEING PROPRIETARY   INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS   TABLE   Table Title Last Updated under   SA   Current Status   1, pages 1 through   12 and 14   Table 1 to Purchase   Agreement No. PA-   02497   Various SAs Inactive   1, page 13 Table 1 to Purchase   Agreement No. PA-   02497   SA 27 Deleted under SA   29   1, pages 15.1   through 17   Table 1 to Purchase   Agreement No. PA-   02497   SA 28 Deleted under SA   29   EXHIBITS   Exhibit Title Last Updated under   SA   Current Status   A Aircraft Configuration –   737-890 Aircraft   SA-6 Inactive   A-1 Aircraft Configuration –   737-890 Aircraft   SA-20 Deleted under SA-   20   A-2 Aircraft Configuration –   737-890 Aircraft   SA-20 Inactive   LETTER AGREEMENTS   Letter Agreement Title Last Updated under   SA   Current Status   6-1162-IRS-118 Special Matters -   Economic Impact   SA-18 Deleted under SA-   19   6-1162-SCR-025R2  “Special Matters” –   Economic Impact   Aircraft -   Rescheduled delivery   dates   SA-22 Inactive   6-1162-SCR-028 Notice of Exercise by SA-19 Inactive     





 







P.A. No. 2497 vii SA-39   BOEING PROPRIETARY   Letter Agreement Title Last Updated under   SA   Current Status   Boeing of its Right to   Reschedule   Economic Impact   Aircraft   2497-6R6 Promotion Support   (737-890 Aircraft)   SA-16 Inactive   6-1162-SCR-027 Promotion Support -   [***] (737-890   Aircraft)   SA 19 Inactive   6-1162-LLL-004 Promotion Support   [***] (737-890   Aircraft)   SA 28 Inactive   6-1162-SCR-106R1 737-990ER Model   Open Configuration   Matters   SA 24 Inactive   6-1162-MSA-691R5 [***] SA-23 Inactive   Attachment A of 6-   1162-MSA-691R5   [***] SA-25 Inactive   Attachments 1A, 1B,   and 2 of 6-1162-MSA-   597   [***] SA 17 Deleted under SA   25   6-1162-MSA-597R23  Special Matters SA 29 Inactive    * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.    





 







Table 1C To   Purchase Agreement No. PA-02497   Aircraft Delivery, Description, Price and Advance Payments   Page 1 of 2   ASA-PA-02497 70842-1F.TXT Boeing Proprietary SA 39   [***]   * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange   Commission. Confidential treatment  has been requested with respect to the omitted portions.    





 







Table 1C To   Purchase Agreement No. PA-02497   Aircraft Delivery, Description, Price and Advance Payments      Page 2 of 2   ASA-PA-02497 70842-1F.TXT Boeing Proprietary SA 39                  [***]      * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange    Commission. Confidential treatment  has been requested with respect to the omitted portions.      





 







Table 1D To   Purchase Agreement No. PA-02497   Aircraft Delivery, Description, Price and Advance Payments   Delivery Positions Identified by Quarter   Page 1 of 1   ASA-PA-02497 70842-1F.TXT Boeing Proprietary SA 39   [***]   * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange    Commission. Confidential treatment  has been requested with respect to the omitted portions.      





 







ASA P.A. No. 2497  BFE1   SA-39   BOEING PROPRIETARY   BUYER FURNISHED EQUIPMENT VARIABLES      between      THE BOEING COMPANY      and      ALASKA AIRLINES, INC.         Supplemental Exhibit BFE1 to Purchase Agreement Number 2497           





 







   ASA P.A. No. 2497  BFE1-1     SA-39   BOEING PROPRIETARY               BUYER FURNISHED EQUIPMENT VARIABLES      relating to      BOEING MODEL 737-990ER AIRCRAFT      This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other   variables applicable to the 737-990ER Aircraft.      1. Supplier Selection.       Customer will:      1.1  For 737-990ER Aircraft, select and notify Boeing of the suppliers and part   numbers of the following BFE items by the following dates:       Galley System    [***]        Galley Inserts    [***]        Seats (passenger)   [***]        Overhead & Audio System   [***]        In-Seat Video System   [***]        Miscellaneous Emergency  [***]      Equipment            Cargo Handling Systems  [***]            2.  On-dock Dates   On or before January 2012, Boeing will provide to Customer the BFE Requirements   electronically in My Boeing Fleet (MBF), through My Boeing Configuration (MBC).  These   requirements may be periodically revised, setting forth the items, quantities, on-dock dates and   shipping instructions and other requirements relating to the in-sequence installation of BFE.        For planning purposes, preliminary BFE on-dock dates are set forth below for 737-990ER   Aircraft:                     * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment has    been requested with respect to the omitted portions.      





 







   ASA P.A. No. 2497  BFE1-2     SA-39   BOEING PROPRIETARY         Item                                                     Preliminary On-Dock Dates   Delivery Date [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]      Item                                                            Preliminary On-Dock Dates   Delivery Date [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]                                                   * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment has    been requested with respect to the omitted portions.      





 







   ASA P.A. No. 2497  BFE1-3     SA-39   BOEING PROPRIETARY   Item                                                            Preliminary On-Dock Dates   Delivery Date [***] [***] [***] [***]    [***] [***] [***] [***] [***]    [***] [***] [***] [***] [***]    [***]   [***]  [***] [***] [***] [***]    [***] [***] [***] [***] [***]    [***] [***] [***] [***] [***]    [***]   [***]  [***] [***] [***] [***]    [***] [***] [***] [***] [***]    [***] [***] [***] [***] [***]    [***]  [***] [***] [***] [***]    [***] [***] [***] [***] [***]       Item                                                            Preliminary On-Dock Dates   Delivery Date [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]                                                         * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment has    been requested with respect to the omitted portions.      





 







   ASA P.A. No. 2497  BFE1-4     SA-39   BOEING PROPRIETARY   Item                                                            Preliminary On-Dock Dates   Delivery Date [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]      Item                                                            Preliminary On-Dock Dates   Delivery Date [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]                                                         * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment has    been requested with respect to the omitted portions.      





 







   ASA P.A. No. 2497  BFE1-5     SA-39   BOEING PROPRIETARY      Delivery Date [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]      Delivery Date [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***] [***] [***] [***] [***]   [***]  [***] [***] [***] [***]   [***] [***] [***] [***] [***]                                                         * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment has    been requested with respect to the omitted portions.      





 







   ASA P.A. No. 2497  BFE1-6     SA-39   BOEING PROPRIETARY   3. Additional Delivery Requirements - Import.   Customer will be the “importer of record” (as defined by the U.S. Customs and Border   Protection) for all BFE imported into the United States, and as such, it has the responsibility to   ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.  In the   event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and   Boeing agrees to such request,  Customer is responsible for ensuring Boeing can comply with all   U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE   shipments comply with the requirements in the “International Shipment Routing Instructions”,   including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing   website referenced below.  Customer agrees to include the International Shipment Routing   Instructions, including C-TPAT requirements, in each contract between Customer and BFE   supplier.      http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html     





 







Attachment 3 to Option Aircraft Letter Agreement 2497-1R21   737-800Options   Aircraft Delivery, Description, Price and Advance Payments (1)   ASA  Page 1   68072 Boeing Proprietary SA-39   [***]   * Indicates that certain information contained herein has been omitted and filed separately with the Securities and    Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.      





 







                           ASA-PA-2497-LA-1208492R7    Performance Guarantees Page 1   SA-39   BOEING PROPRIETARY   The Boeing Company   P.O. Box 3707   Seattle, WA  98124-2207   * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential    treatment has been requested with respect to the omitted portions.       ASA-PA-2497-LA-1208492R7         Alaska Airlines, Inc.   19300 International Blvd.   Seattle, Washington, 98188      Subject: Aircraft Performance Guarantees      Reference: Purchase Agreement No. PA-2497 (Purchase Agreement) between The   Boeing Company (Boeing) and Alaska Airlines, Inc. (Customer) relating   to Model 737-990ER aircraft       This letter agreement (Letter Agreement) cancels and supersedes Letter   Agreement ASA-PA-2497-LA-1208492R6 and 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.   For the purposes of this Letter Agreement, Aircraft is defined to be the following:      Delivery Date Manufacturer Serial   Number   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]     





 







                     ASA-PA-2497-LA-1208492R7    Performance Guarantees Page 2   SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential    treatment has been requested with respect to the omitted portions.    [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]     





 







                     ASA-PA-2497-LA-1208492R7    Performance Guarantees Page 3   SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential    treatment has been requested with respect to the omitted portions.    [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]     





 







                     ASA-PA-2497-LA-1208492R7    Performance Guarantees Page 4   SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential    treatment has been requested with respect to the omitted portions.    [***] [***]   *Note: The month of delivery has not yet been identified for   such Aircraft.  Boeing will identify the specific delivery   months no later than July 31, 2015 and will revise this Letter   Agreement accordingly.   Boeing agrees to provide Customer with the performance guarantees in the Attachment   to this Letter Agreement.  These guarantees are exclusive and expire upon delivery of   the Aircraft (as defined below) to Customer.  Customer agrees to limit the remedy for   non-compliance of any performance guarantee to the terms in Letter Agreement No. 6-   1162-SCR-111R3, as amended.    1. 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.   2. Confidential Treatment.   The information contained herein represents confidential business information and has   value precisely because it is not available generally or to other parties.  Customer will   limit the disclosure of its contents to employees of Customer with a need to know the   contents for purposes of helping Customer perform its obligations under the Purchase   Agreement and who understand they are not to disclose its contents to any other   person or entity without the prior written consent of Boeing.     





 







ASA-PA-2497-LA-1208492R7   Performance Guarantees Page 5   SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential   treatment has been requested with respect to the omitted portions.   Very truly yours,   THE BOEING COMPANY   By    /s/ Lanine Lange   Its Attorney-In-Fact   ACCEPTED AND AGREED TO this   Date:   February 12, 2015   ALASKA AIRLINES, INC.    By   /s/ Mark Eliasen   Its VP/Finance & Treasurer     





 







Attachment to Letter Agreement   No. ASA-PA-2497-LA-1208492R7   CFM56-7B27E Engines   Page 1   P.A. No. 2497   AERO-B-BBA4-M12-0475B SS12-0231   BOEING PROPRIETARY   MODEL 737-900ER WITH WINGLETS PERFORMANCE GUARANTEES   FOR ALASKA AIRLINES, INC.   SECTION CONTENTS   1 AIRCRAFT MODEL APPLICABILITY   2 FLIGHT PERFORMANCE   3 MANUFACTURER'S EMPTY WEIGHT   4 SOUND LEVELS   5 AIRCRAFT CONFIGURATION   6 GUARANTEE CONDITIONS   7 GUARANTEE COMPLIANCE   8 EXCLUSIVE GUARANTEES     





 







Attachment to Letter Agreement   No. ASA-PA-2497-LA-1208492R7   CFM56-7B27E Engines   Page 2   P.A. No. 2497   AERO-B-BBA4-M12-0475B SS12-0231   BOEING PROPRIETARY   1. AIRCRAFT MODEL APPLICABILITY   The guarantees contained in this Attachment (the "Performance Guarantees") are   applicable to the 737-900ER Aircraft with winglets and a maximum takeoff   weight of [***] pounds, a maximum landing weight of [***] pounds, and a   maximum zero fuel weight of [***] pounds, and equipped with Boeing furnished   CFM56-7B27E engines.   2. FLIGHT PERFORMANCE   2.1 [***]   2.2 [***]   2.3 Mission   2.3.1 [***]   2.3.2 Operational Empty Weight Basis   The Operational Empty Weight (OEW) derived in Paragraph 2.3.3 is the basis for the   mission guarantee of Paragraph 2.3.1.   2.3.3 737-900ER Weight Summary - Alaska Airlines   Pounds   Standard Model Specification MEW [***]   Configuration Specification D019A001, Rev. N, Dated January 29, 2010   204 Tourist Class Passengers   CFM56-7 Engines   164,500 lb (74,615 kg) Maximum Taxi Weight   6,875 U.S. Gallons (26,024 liters) Fuel Capacity   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment has been   requested with respect to the omitted portions.    





 







Attachment to Letter Agreement   No. ASA-PA-2497-LA-1208492R7   CFM56-7B27E Engines   Page 3   P.A. No. 2497   AERO-B-BBA4-M12-0475B SS12-0231   BOEING PROPRIETARY   Changes for Alaska Airlines   Interior Change to 181 Passengers (16 FC / 165 EC) [***]   (Ref: LOPA - 379-0595 Rev. K) Boeing Sky Interior   188,200 lb (85,366 kg) Maximum Taxi Weight [***]   Mid-Cabin Exit Door Plug With Full-Sized Passenger Window [***]   Extended Operations (ETOPS) [***]   Heads-Up Display (HUD) [***]   Standby Power - 60-Minute Capability [***]   Heavy Duty Cargo Compartment Linings/Panels [***]   Centerline Overhead Stowage Compartments (5) [***]   Winglets [***]   Customer Options Allowance [***]   Alaska Airlines Manufacturer's Empty Weight (MEW) [***]   Standard and Operational Items Allowance   (Paragraph 2.3.4)   [***]   Alaska Airlines Operational Empty Weight (OEW) [***]   Quantity Pounds Pounds   * Seat Weight Included: [***]   First Class Double [***] [***]   Economy Class Triple w/3 In-Arm Food Trays [***] [***]   Economy Class Triple [***] [***]   2.3.4 Standard and Operational Items Allowance   Qty Pounds Pounds Pounds   Standard Items Allowance [***]   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment has been   requested with respect to the omitted portions.    





 







Attachment to Letter Agreement   No. ASA-PA-2497-LA-1208492R7   CFM56-7B27E Engines   Page 4   P.A. No. 2497   AERO-B-BBA4-M12-0475B SS12-0231   BOEING PROPRIETARY   Unusable Fuel [***]   Oil [***]   Oxygen Equipment [***]   Passenger Portable [***] [***]   Crew Masks [***] [***]   Miscellaneous Equipment [***]   Crash Axe [***] [***]   Megaphones [***] [***]   Flashlights [***] [***]   Smoke Hoods [***] [***]   Seat Belt Extensions [***] [***]   Galley Structure & Fixed Inserts [***]   Operational Items Allowance [***]   Crew and Crew Baggage [***]   Flight Crew [***] [***]   Cabin Crew [***] [***]   Baggage [***] [***]   Catering Allowance & Removable Inserts [***]   First Class [***] [***]   Economy Class [***] [***]   Passenger Service Equipment [***] [***]   Potable Water - 60 USG [***]   Waste Tank Disinfectant [***]   Emergency Equipment [***]   Escape Slides - Forward [***] [***]   Escape Slides - Aft [***] [***]   Life Vests - Crew and Passengers [***] [***]   Life Rafts [***] [***]   Auto Radio Beacon (ELT) [***] [***]   Total Standard and Operational Items Allowance [***]   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment has been   requested with respect to the omitted portions.    





 







Attachment to Letter Agreement   No. ASA-PA-2497-LA-1208492R7   CFM56-7B27E Engines   Page 5   P.A. No. 2497   AERO-B-BBA4-M12-0475B SS12-0231   BOEING PROPRIETARY   3. MANUFACTURER'S EMPTY WEIGHT   The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the value   in Section 03-60-00 of Detail Specification D019A001ASA39E-1 plus one   percent.   4. SOUND LEVELS   4.1 Community Sound Levels   4.1.1 Certification   The Aircraft shall be certified in accordance with the requirements of 14CFR Part   36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.   5. AIRCRAFT CONFIGURATION   5.1 The guarantees contained in this Attachment are based on the Aircraft   configuration as defined in the original release of Detail Specification   D019A001ASA39E-1 (hereinafter referred to as the Detail Specification).   Appropriate adjustment shall be made for changes in such Detail Specification   approved by the Customer and Boeing or otherwise allowed by the Purchase   Agreement which cause changes to the flight performance, sound levels, and/or   weight and balance of the Aircraft. Such adjustment shall be accounted for by   Boeing in its evidence of compliance with the guarantees.   5.2 [***]   (1) Changes to the Detail Specification or any other changes mutually agreed   upon between the Customer and Boeing or otherwise allowed by the Purchase   Agreement.   (2) The difference between the component weight allowances given in   Appendix IV of the Detail Specification and the actual weights.   6. GUARANTEE CONDITIONS      * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment has been   requested with respect to the omitted portions.    





 







Attachment to Letter Agreement   No. ASA-PA-2497-LA-1208492R7   CFM56-7B27E Engines   Page 6   P.A. No. 2497   AERO-B-BBA4-M12-0475B SS12-0231   BOEING PROPRIETARY   6.1 All guaranteed performance data are based on the International Standard   Atmosphere (ISA) and specified variations therefrom; altitudes are pressure   altitudes.   6.2 The Federal Aviation Administration (FAA) regulations referred to in this   Attachment are, unless otherwise specified, the 737-900ER Certification Basis   regulations specified in the Type Certificate Data Sheet A16WE, Revision 40,   dated April 27, 2007.   6.3 In the event a change is made to any law, governmental regulation or requirement,   or in the interpretation of any such law, governmental regulation or requirement   that affects the certification basis for the Aircraft as described in Paragraphs 4.1 or   6.2, and as a result thereof, a change is made to the configuration and/or the   performance of the Aircraft in order to obtain certification, the guarantees set   forth in this Attachment shall be appropriately modified to reflect any such   change.   6.4 [***]   6.5 [***]   6.6 [***]   6.7 [***]   7. GUARANTEE COMPLIANCE   7.1 Compliance with the guarantees of Sections 2, 3 and 4 shall be based on the   conditions specified in those sections, the Aircraft configuration of Section 5 and   the guarantee conditions of Section 6.   7.2 [***]   7.3 Compliance with the climb, cruise and descent portions of the mission guarantee   shall be established by calculations based on flight test data obtained from an   aircraft in a configuration similar to that defined by the Detail Specification.      * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment has been   requested with respect to the omitted portions.    





 







Attachment to Letter Agreement   No. ASA-PA-2497-LA-1208492R7   CFM56-7B27E Engines   Page 7   P.A. No. 2497   AERO-B-BBA4-M12-0475B SS12-0231   BOEING PROPRIETARY   7.4 The OEW used for compliance with the mission guarantee shall be the actual   MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00   of the Detail Specification.   7.5 Compliance with the Manufacturer's Empty Weight guarantee shall be based on   information in the "Weight and Balance Control and Loading Manual - Aircraft   Report."   7.6 The data derived from tests shall be adjusted as required by conventional methods   of correction, interpolation or extrapolation in accordance with established   engineering practices to show compliance with these guarantees.   7.7 Compliance shall be based on the performance of the airframe and engines in   combination, and shall not be contingent on the engine meeting its manufacturer's   performance specification   8. EXCLUSIVE GUARANTEES   The only performance guarantees applicable to the Aircraft are those set forth in   this Attachment.     





 







ASA-PA-2497-LA-1403488R1 Page 1   Special Matters – SA-37 and SA-39 SA-39   BOEING PROPRIETARY   The Boeing Company   P.O. Box 3707   Seattle, WA  98124-2207   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   ASA-PA-2497-LA-1403488R1   Alaska Airlines, Inc.   P.O. Box 68900   Seattle, WA 98168-0900   Subject: Special Matters – SA-37 and SA-39   Reference: Purchase Agreement No. 2497 (Purchase Agreement) between The   Boeing Company (Boeing) and Alaska Airlines, Inc. (Customer) relating   to Boeing Models 737-800 aircraft (737-890 Aircraft) and 737-900ER   aircraft (737-990ER Aircraft)   This letter agreement (Letter Agreement) amends and supplements the   Purchase Agreement.  This Letter Agreement applies to the 737-990ER Aircraft listed   below (collectively, Aircraft), Option Aircraft, and Substitute Aircraft, unless otherwise   specified in this Letter Agreement.  For the purposes of this Letter Agreement, the   Option Aircraft will mean Aircraft after Customer exercises the Option Aircraft and the   Substitute Aircraft will mean Aircraft after Customer elects to substitute the purchase of   the 737-990ER aircraft in lieu of the 737-890 Aircraft.  All terms used but not defined in   this Letter Agreement shall have the same meaning as in the Purchase Agreement.   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]     





 







ASA-PA-2497-LA-1403488R1 Page 2   Special Matters – SA-37 and SA-39 SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   *Note: The month of delivery has not yet been identified for such Aircraft.  Boeing will identify the   specific delivery months no later than July 31, 2015 and will revise this Letter Agreement   accordingly.   1. Credit Memoranda.   1.1 Basic Credit Memorandum. Concurrent with the delivery of each Aircraft,   Boeing will provide a Basic Credit Memorandum in an amount determined by multiplying   the Airframe Price by a factor of [***].   1.2 [***] Concurrent with the delivery of each Aircraft, Boeing will provide a   [***] in an amount determined by multiplying the Airframe Price by a factor of [***].   1.3 [***] Credit Memoranda.   1.3.1 [***] Credit Memorandum #1. Concurrent with the delivery of each   Aircraft, Boeing will provide a [***] Credit Memorandum #1 in an amount determined by   multiplying the Airframe Price by a factor of [***].     





 







ASA-PA-2497-LA-1403488R1 Page 3   Special Matters – SA-37 and SA-39 SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   1.3.2 [***] Credit Memorandum #2. Concurrent with the delivery of each   737-890 Aircraft, Boeing will issue to Customer a [***] Credit Memorandum #2 in an   amount of [***].    1.3.3 [***] Credit Memorandum #2. Concurrent with the delivery of each   737-990ER Aircraft, Boeing will issue to Customer a [***] Credit Memorandum #2 in an   amount of [***].   1.3.4 [***] Credit Memorandum #3. Concurrent with the delivery of each   737-890 Aircraft, Boeing will issue to Customer a [***] Credit Memorandum #3 in an   amount of [***].    1.3.5 [***] Credit Memorandum #3. Concurrent with the delivery of each   737-990ER Aircraft, Boeing will issue to Customer a [***] Credit Memorandum #3 in an   amount of [***].   1.3.6 [***] Credit Memorandum #4. Concurrent with the delivery of each   737-890 Aircraft, Boeing will issue to Customer a [***] Credit Memorandum #4 in an   amount of [***].   1.3.7 [***] Credit Memorandum #4.  Concurrent with the delivery of each   737-990ER Aircraft, Boeing will issue to Customer a [***] Credit Memorandum #4 in an   amount of [***].   1.3.8 [***]   1.4 [***] Credit Memorandum.   1.4.1 [***] Credit Memorandum. Concurrent with the delivery of each 737-   890 Aircraft, Boeing will provide a [***] Credit Memorandum in an amount [***].   1.4.2 [***] Credit Memorandum. Concurrent with the delivery of each 737-   990ER Aircraft, Boeing will provide a [***] Credit Memorandum in an amount [***].   2. Escalation of Credit Memoranda.   Unless otherwise noted, the amounts of the Credit Memoranda stated in   paragraphs 1.1 through 1.4 are in [***].  The Credit Memoranda will be escalated to the   scheduled month of the respective Aircraft delivery pursuant to the Airframe Escalation   formula set forth in the Purchase Agreement applicable to the Aircraft.  [***]     





 







ASA-PA-2497-LA-1403488R1 Page 4   Special Matters – SA-37 and SA-39 SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   3. Option Aircraft.   Pursuant to the Option Aircraft Letter Agreement 2497-1, as amended, of the   Purchase Agreement (Option Aircraft Letter Agreement), Customer may exercise its   rights to purchase certain Option Aircraft.  [***]    4. Substitute Aircraft.   Pursuant to the Aircraft Model Substitution Letter Agreement 2497-2 of the   Purchase Agreement, as amended (Substitute Aircraft Letter Agreement), Customer   may substitute the purchase of Boeing Model 737-900ER aircraft in lieu of 737-890   Aircraft.  [***]   5. Assignment.   Unless otherwise noted herein, the Credit Memoranda described in this Letter   Agreement are provided as a financial accommodation to Customer and in   consideration of Customer’s taking title to the Aircraft at time of delivery and becoming   the operator of the Aircraft.  This Letter Agreement cannot be assigned, in whole or in   part, without the prior written consent of Boeing.   6. Confidentiality.   Customer understands and agrees that the information contained herein   represents confidential business information and has value precisely because it is not   available generally or to other parties.  Customer agrees to limit the disclosure of its   contents to employees of Customer with a need to know the contents for purposes of   helping Customer perform its obligations under the Purchase Agreement and who   understand they are not to disclose its contents to any other person or entity without the   prior written consent of Boeing.       





 







ASA-PA-2497-LA-1403488R1 Page 5   Special Matters – SA-37 and SA-39 SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   Very truly yours,   THE BOEING COMPANY   By    /s/ Lanine Lange   Its Attorney-In-Fact   ACCEPTED AND AGREED TO this   Date:   February 12, 2015                   ALASKA AIRLINES, INC.   By        /s/ Mark Eliasen   Its VP/Finance & Treasurer     





 







ASA-PA-2497-LA-1404217R1 Page 1   [***] SA-39   BOEING PROPRIETARY   The Boeing Company   P.O. Box 3707   Seattle, WA  98124-2207   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   ASA-PA-2497-LA-1404217R1   Alaska Airlines, Inc.   P.O. Box 68900   Seattle, WA 98168-0900   Subject: [***]   Reference: (a) Purchase Agreement No. 2497 (Purchase Agreement) between   The Boeing Company (Boeing) and Alaska Airlines, Inc.   (Customer) relating to Boeing Models 737-800 aircraft and 737-   900ER aircraft   (b) Master Change No. 2500E364F54 dated October 13, 2014, entitled   “MP – Interior Arrangement – Revision – Forward LH Closet with   Fold Down Table – SFE Full Height in lieu of BFE Underbin –   Drissen – BFE” (Master Change)   (c) Proposal No. ASA-MO-1401866, “Interior Retrofit Services Order –   Space Bins”, as amended (Retrofit Proposal)   This letter agreement (Letter Agreement) cancels and supersedes Letter   Agreement ASA-PA-2497-LA-1404217 and amends and supplements the Purchase   Agreement.  This Letter Agreement applies to the 737-990ER Aircraft listed below   (collectively, Full Closet Eligible Aircraft).  All terms used but not defined in this Letter   Agreement shall have the same meaning as in the Purchase Agreement.   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]     





 







ASA-PA-2497-LA-1404217R1 Page 2   [***] SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]   [***] [***]     





 







ASA-PA-2497-LA-1404217R1 Page 3   [***] SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed   separately with the Securities and Exchange Commission. Confidential treatment  has   been requested with respect to the omitted portions.   Contract Delivery   Month   Manufacturer Serial   Number   [***] [***]   [***] [***]   [***] [***]   [***] [***]   1. [***]   Boeing Model [***]   737-900ER [***]   1.2 [***] and will be escalated to the scheduled month of the respective Full   Closet Eligible Aircraft delivery pursuant to the Airframe Escalation formula set forth in   the Purchase Agreement applicable to the Full Closet Eligible Aircraft.  [***]   2. Assignment.   The [***] described in this Letter Agreement is provided as a [***] to Customer   and in consideration of Customer’s taking title to the Aircraft at time of delivery and   becoming the operator of the Aircraft.  This Letter Agreement cannot be assigned, in   whole or in part, without the prior written consent of Boeing.   3. Confidentiality.   Customer understands and agrees that the information contained herein   represents confidential business information and has value precisely because it is not   available generally or to other parties.  Customer agrees to limit the disclosure of its   contents to employees of Customer with a need to know the contents for purposes of   helping Customer perform its obligations under the Purchase Agreement and who   understand they are not to disclose its contents to any other person or entity without the   prior written consent of Boeing.       





 







                  ASA-PA-2497-LA-1404217R1 Page 4   [***]  SA-39   BOEING PROPRIETARY   * Indicates that certain information contained herein has been omitted and filed    separately with the Securities and Exchange Commission. Confidential treatment  has    been requested with respect to the omitted portions.    Very truly yours,       THE BOEING COMPANY   By       Its Attorney-In-Fact         ACCEPTED AND AGREED TO this      Date: ______________________________      ALASKA AIRLINES, INC.      By       Its VP/Finance & Treasurer