Exhibit



	
			
	 
	 
	 









	
	
	Supplemental Agreement No. 5

	 

	to

	 

	Purchase Agreement No. 03729

	 

	between

	 

	THE BOEING COMPANY

	 

	and

	 

	SOUTHWEST AIRLINES CO.

	 

	Relating to Boeing Model 737-8 and 737-7 Aircraft




THIS SUPPLEMENTAL AGREEMENT No. 5 (SA-5), entered into as of June 17, 2016, is made between THE BOEING COMPANY, a Delaware corporation (Boeing), and SOUTHWEST AIRLINES CO., a Texas corporation (Customer).


	
	
	RECITALS:






WHEREAS, 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 (737-8 Aircraft) and Model 737-7 aircraft (737-7 Aircraft); collectively the “Aircraft”.  This SA‐5 is an amendment to and is incorporated into the Purchase Agreement.  Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Purchase Agreement.
WHEREAS, Boeing and Customer agree to amend the Purchase Agreement by revising the delivery month of certain 737-8 Aircraft;
WHEREAS, Boeing and Customer agree to revise the delivery month and other contractual terms applicable to certain Option Aircraft; and
WHEREAS, Customer has requested and Boeing has agreed to provide certain         *** and other business considerations;
NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:
***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-03729


	1
	SA-5

	 
	BOEING PROPRIETARY


	 






	
			
	 
	 
	 







		
	1.
	TABLE OF CONTENTS.




The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced with a new Table of Contents (attached), which lists Exhibits and Letter Agreements revised by this SA-5 and identified by “SA-5”.  Such revised Table of Contents is incorporated into the Purchase Agreement by this reference.


		
	2.
	TABLE.




Table 1A, Aircraft Delivery, Description, Price and Advance Payments - 737-8 Aircraft is deleted in its entirety and replaced by a new Table 1A (identified by "SA-5") is attached hereto and incorporated into the Purchase Agreement by this reference. 


		
	3.
	LETTER AGREEMENTS.




		
	3.1.
	Letter Agreement SWA-PA-03729-LA-1106467, ***, is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1106467R1;




		
	3.2.
	Letter Agreement SWA-PA-03729-LA-1106473, ***, is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1106473R1;




		
	3.3.
	Letter Agreement SWA-PA-03729-LA-1106474, Option Aircraft, including Attachment 1 thereof, is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1106474R1 and Attachment 1;




		
	3.4.
	Letter Agreement SWA-PA-03729-LA-1106475, ***, is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1106475R1;




		
	3.5.
	Letter Agreement SWA-PA-03729-LA-1106476, ***, is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1106476R1;




		
	3.6.
	Letter Agreement SWA-PA-03729-LA-1301170, ***, is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1301170R1;




		
	3.7.
	New Letter Agreement SWA-PA-03729-LA-1602486, ***, is hereby added to the Purchase Agreement. 






























	
			
	SWA-PA-03729


	2
	SA-5

	 
	BOEING PROPRIETARY


	 






	
			
	 
	 
	 











4.  Miscellaneous. 


***




	
	
	[Signature page follows.]

	 

	[Remainder of page intentionally left blank.]


































































	
			
	SWA-PA-03729


	3
	SA-5

	 
	BOEING PROPRIETARY


	 






	
			
	 
	 
	 











The Purchase Agreement is deemed to be supplemented to the extent herein provided and as so supplemented will continue in full force and effect.




	
		
	EXECUTED IN DUPLICATE as of the day and year first above written.

	 

	THE BOEING COMPANY
	SOUTHWEST AIRLINES CO.

	 

	 

	By: /s/ Jon W. Lewis
	By: /s/ Tammy Romo

	 
	 

	

Its:  Attorney-In-Fact 
	Its: EVP & CFO








	
			
	SWA-PA-03729


	4
	SA-5

	 
	BOEING PROPRIETARY


	 












	
	
	PURCHASE AGREEMENT NUMBER PA-03729

	 

	between

	 

	THE BOEING COMPANY

	 

	and

	 

	Southwest Airlines Co.

	 

	Relating to Boeing Model 737-8 and 737-7 Aircraft
















































































	
			
	SWA-PA-03729
	 
	SA-5

	 
	BOEING PROPRIETARY
	Page 1













	
	
	TABLE OF CONTENTS






	
			
	ARTICLES
	TITLES

	Article 1
	Quantity, Model and Description 
	SA-2

	 
	 
	 

	Article 2
	Delivery Schedule

	 
	 

	Article 3
	Price

	 
	 
	 

	Article 4
	Payment 
	SA-2

	 
	 
	 

	Article 5
	Additional Terms

	TABLE
	TITLE

	 
	 
	 

	1A
	737-8 Aircraft Information Table 
	SA-5

	 
	 
	 

	1B
	737-7 Aircraft Information Table 
	SA-2

	 
	 
	 

	EXHIBIT

	 
	 
	 

	A1
	737-8 Aircraft Configuration 
	SA-2

	 
	 
	 

	A2
	737-7 Aircraft Configuration 
	SA-2

	 
	 
	 

	B*
	Aircraft Delivery Requirements and Responsibilities

	 
	 

	SUPPLEMENTAL EXHIBITS
	TITLES

	 
	 

	AE1*
	Escalation Adjustment/Airframe and Optional Features

	 
	 

	BFE1*
	BFE Variables

	 
	 

	CS1
	Customer Support Variables

	 
	 
	 

	CS1-7MAX
	Customer Support Variables 
	SA-2

	 
	 
	 

	EE1*
	Engine Escalation/Engine Warranty and Patent Indemnity

	 
	 

	SLP1*
	Service Life Policy Components






	
			
	LETTER AGREEMENTS
	TITLES

	SWA-PA-03729-LA-1106463R1
	Open  Matters 
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106464*
	***






	
			
	SWA-PA-03729
	 
	SA-5

	 
	BOEING PROPRIETARY
	Page 2











	
			
	LETTER AGREEMENTS
	TITLES
	 

	 
	 
	 

	SWA-PA-03729-LA-1106465*
	***

	 
	 

	SWA-PA-03729-LA-1106466
	***

	 
	 
	 

	SWA-PA-03729-LA-1106467R1
	***
	SA-5

	SWA-PA-03729-LA-1106468*
	***

	 
	 
	 

	SWA-PA-03729-LA-1106469R1
	***
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106470R1
	***
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106471R1
	Substitute Aircraft 
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106473R1
	***
	SA-5

	 
	 
	 

	SWA-PA-03729-LA-1106474R1
	Option Aircraft
	SA-5

	 
	 
	 

	 
	Attachment 1
	SA-5

	 
	 
	 

	SWA-PA-03729-LA-1106475R1
	*** 
	SA-5

	 
	 
	 

	SWA-PA-03729-LA-1106476R1*
	*** 
	SA-5

	 
	 
	 

	SWA-PA-03729-LA-1106477*
	***

	 
	 

	SWA-PA-03729-LA-1106478
	***

	 
	 
	 

	SWA-PA-03729-LA-1106479R1
	***
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106480R1
	***
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106481R2
	***
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106482*
	***

	 
	 

	SWA-PA-03729-LA-1106483*
	***

	 
	 

	SWA-PA-03729-LA-1106484*
	***

	 
	Attachment A
	SA-2

	 
	 
	 

	 
	Attachment B
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1106485*
	***

	 
	 
	 

	SWA-PA-03729-LA-1209080
	***
	SA-1

	 
	 
	 

	SWA-PA-03729-LA-1210419
	***
	SA-1






	
			
	SWA-PA-03729
	 
	SA-5

	 
	BOEING PROPRIETARY
	Page 3















	
			
	LETTER AGREEMENTS
	TITLES
	 

	 
	 
	 

	SWA-PA-03729-LA-1300943
	***
	SA-2

	 
	 
	 

	SWA-PA-03729-LA-1301168R2
	***
	SA-4

	 
	 
	 

	SWA-PA-03729-LA-1301170R1
	***
	SA-5

	 
	 
	 

	SWA‐PA‐03729‐LA‐1602486
	***
	SA-5














* Denotes revision to Page 1 or Page 2 only to reference 737-7 (SA-2) 










































































	
			
	SWA-PA-03729
	 
	SA-5

	 
	BOEING PROPRIETARY
	Page 4















INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS


RESTRICTED LETTER AGREEMENTS 


	
				
	Letter Agreement
	Title
	Last Updated under SA
	Current Status

	SWA-PA-03729-LA-1106472R1
	***
	SA-2
	Deleted under SA-4

	SWA-PA-01810/03729-LA-1301169
	***
	SA-2
	Deleted under SA-4








	
			
	SWA-PA-03729
	 
	SA-5

	 
	BOEING PROPRIETARY
	Page 5







	
			
	 
	Table 1A To
	 

	 
	Purchase Agreement No. PA-03729
	 

	 
	Aircraft Delivery, Description, Price and Advance Payments
	 

	 
	737-8 Aircraft
	 







	
							
	Airframe Model/MTOW: 
	737-8
	175900 pounds
	 
	Detail Specification:
	D019A001-TBD (10/27/2011)
	        2Q11 External Fcst

	Engine Model/Thrust: 
	CFMLEAP-1B26
	tbd
	 
	Airframe Price Base Year/Escalation Formula:
	Jul-11
	 ECI-MFG/CPI

	Airframe Price:
	 
	***
	 
	Engine Price Base Year/Escalation Formula:
	N/A
	 N/A

	Optional Features:
	 
	***
	 
	 
	 
	 

	Sub-Total of Airframe and Features:
	 
	***
	 
	Airframe Escalation Data:
	 
	 

	Engine Price (Per Aircraft):
	 
	***
	 
	Base Year Index (ECI):
	 
	***

	Aircraft Basic Price (Excluding BFE/SPE):
	 
	***
	 
	Base Year Index (CPI):
	 
	***

	Buyer Furnished Equipment (BFE) Estimate:
	 
	***
	 
	 
	 
	 

	Seller Purchased Equipment (SPE) Estimate:
	 
	***
	 
	 
	 
	 






	
											
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Manufacturer


Serial
Number**
	



Aircraft


Block
	Notes
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	At Signing


***
	24 Mos.


***
	21/18/12/9/6 Mos.


***
	Total


***

	Jul-2017
	1
	***
	36929
	A
	Note 1
	***
	***
	***
	***
	***

	Jul-2017
	2
	***
	42558, 42559
	C
	Note 1
	***
	***
	***
	***
	***

	Aug-2017
	3
	***
	36979, 36930, 36984
	A
	Note 1
	***
	***
	***
	***
	***

	Aug-2017
	3
	***
	42563, 42566, 42567
	C
	Note 1
	***
	***
	***
	***
	***

	Sep-2017
	1
	***
	36934
	A
	Note 1
	***
	***
	***
	***
	***

	Oct-2017
	1
	***
	36988
	A
	 
	***
	***
	***
	***
	***

	Oct-2017
	1
	***
	42556
	C
	 
	***
	***
	***
	***
	***

	Nov-2017
	1
	***
	36989
	A
	 
	***
	***
	***
	***
	***

	Nov-2017
	1
	***
	42554
	C
	 
	***
	***
	***
	***
	***

	Jan-2018
	1
	***
	42544
	A
	 
	***
	***
	***
	***
	***

	Jan-2018
	1
	***
	42570
	C
	 
	***
	***
	***
	***
	***

	Mar-2018
	1
	***
	42571
	C
	 
	***
	***
	***
	***
	***

	Jun-2018
	1
	***
	42546
	A
	 
	***
	***
	***
	***
	***

	Jul-2018
	1
	***
	42547
	A
	 
	***
	***
	***
	***
	***

	Jul-2018
	1
	***
	42572
	C
	 
	***
	***
	***
	***
	***

	Aug-2018
	1
	***
	42548
	A
	 
	***
	***
	***
	***
	***

	Sep-2018
	1
	***
	42574
	 
	 
	***
	***
	***
	***
	***

	Sep-2018
	1
	***
	37019
	A
	 
	***
	***
	***
	***
	***








	
			
	 
	 
	SA-5

	SWA-PA-03729 58681-1F.TXT
	Boeing Proprietary
	Page 1






	
			
	 
	Table 1A To
	 

	 
	Purchase Agreement No. PA-03729
	 

	 
	Aircraft Delivery, Description, Price and Advance Payments
	 

	 
	737-8 Aircraft
	 







	
											
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Manufacturer


Serial
Number**
	



Aircraft


Block
	Notes
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	At Signing


***
	24 Mos.


***
	21/18/12/9/6 Mos.


***
	Total


***

	Oct-2018
	1
	***
	42575
	 
	 
	***
	***
	***
	***
	***

	Oct-2018
	1
	***
	42549
	A
	 
	***
	***
	***
	***
	***

	Nov-2018
	1
	***
	42573
	 
	 
	***
	***
	***
	***
	***

	Dec-2018
	1
	***
	42576
	 
	 
	***
	***
	***
	***
	***

	Mar-2021
	1
	***
	42648
	 
	 
	***
	***
	***
	***
	***

	Apr-2021
	3
	***
	42649, 42650, 42651
	 
	 
	***
	***
	***
	***
	***

	May-2021
	3
	***
	42652, 42653, 42654
	 
	 
	***
	***
	***
	***
	***

	Jun-2021
	3
	***
	42655, 42656, 42670
	 
	 
	***
	***
	***
	***
	***

	Jul-2021
	3
	***
	42657, 42658, 42671
	 
	 
	***
	***
	***
	***
	***

	Mar-2022
	2
	***
	42678, 42679
	 
	 
	***
	***
	***
	***
	***

	Apr-2022
	3
	***
	42680, 42681, 42688
	 
	 
	***
	***
	***
	***
	***

	May-2022
	3
	***
	42682, 42683, 42684
	 
	 
	***
	***
	***
	***
	***

	Jun-2022
	3
	***
	42685, 42686, 42687
	 
	 
	***
	***
	***
	***
	***

	Jul-2022
	2
	***
	42689, 42690
	 
	 
	***
	***
	***
	***
	***

	Aug-2022
	2
	***
	42693, 42695
	 
	 
	***
	***
	***
	***
	***

	Jan-2023
	3
	***
	42577, 42560, 42565
	 
	 
	***
	***
	***
	***
	***

	Feb-2023
	2
	***
	42562, 42564
	 
	 
	***
	***
	***
	***
	***

	Feb-2023
	1
	***
	37042
	A
	 
	***
	***
	***
	***
	***

	Mar-2023
	1
	***
	42557
	 
	 
	***
	***
	***
	***
	***

	Mar-2023
	1
	***
	42550
	A
	 
	***
	***
	***
	***
	***

	Mar-2023
	1
	***
	36732
	B
	 
	***
	***
	***
	***
	***

	Apr-2023
	1
	***
	42555
	 
	 
	***
	***
	***
	***
	***

	Apr-2023
	1
	***
	42551
	A
	 
	***
	***
	***
	***
	***

	Apr-2023
	1
	***
	38806
	B
	 
	***
	***
	***
	***
	***

	May-2023
	2
	***
	42594, 42568
	 
	 
	***
	***
	***
	***
	***

	May-2023
	1
	***
	37043
	A
	 
	***
	***
	***
	***
	***

	Jun-2023
	1
	***
	42581
	 
	 
	***
	***
	***
	***
	***

	Jun-2023
	2
	***
	37034, 42536
	A
	 
	***
	***
	***
	***
	***

	Jul-2023
	2
	***
	42597, 42582
	 
	 
	***
	***
	***
	***
	***






	
			
	 
	 
	SA-5

	SWA-PA-03729 58681-1F.TXT
	Boeing Proprietary
	Page 2






	
			
	 
	Table 1A To
	 

	 
	Purchase Agreement No. PA-03729
	 

	 
	Aircraft Delivery, Description, Price and Advance Payments
	 

	 
	737-8 Aircraft
	 







	
											
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Manufacturer


Serial
Number**
	



Aircraft


Block
	Notes
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	At Signing


***
	24 Mos.


***
	21/18/12/9/6 Mos.


***
	Total


***

	Jul-2023
	1
	***
	36722
	B
	 
	***
	***
	***
	***
	***

	Aug-2023
	1
	***
	42593
	 
	 
	***
	***
	***
	***
	***

	Aug-2023
	2
	***
	42552, 42537
	A
	 
	***
	***
	***
	***
	***

	Sep-2023
	2
	***
	42601, 42578
	 
	 
	***
	***
	***
	***
	***

	Sep-2023
	1
	***
	36727
	B
	 
	***
	***
	***
	***
	***

	Oct-2023
	2
	***
	42605, 42579
	 
	 
	***
	***
	***
	***
	***

	Oct-2023
	1
	***
	42538
	A
	 
	***
	***
	***
	***
	***

	Nov-2023
	1
	***
	42580
	 
	 
	***
	***
	***
	***
	***

	Nov-2023
	1
	***
	38815
	B
	 
	***
	***
	***
	***
	***

	Dec-2023
	1
	***
	42583
	 
	 
	***
	***
	***
	***
	***

	Dec-2023
	1
	***
	42539
	A
	 
	***
	***
	***
	***
	***

	Jan-2024
	3
	***
	42611, 42584, 42585
	 
	 
	***
	***
	***
	***
	***

	Jan-2024
	1
	***
	42553
	A
	 
	***
	***
	***
	***
	***

	Feb-2024
	3
	***
	42612, 42596, 42599
	 
	 
	***
	***
	***
	***
	***

	Feb-2024
	1
	***
	35970
	B
	 
	***
	***
	***
	***
	***

	Mar-2024
	1
	***
	42607
	 
	 
	***
	***
	***
	***
	***

	Mar-2024
	3
	***
	38817, 35968, 35972
	B
	 
	***
	***
	***
	***
	***

	Apr-2024
	2
	***
	42617, 42606
	 
	 
	***
	***
	***
	***
	***

	Apr-2024
	1
	***
	42540
	A
	 
	***
	***
	***
	***
	***

	Apr-2024
	1
	***
	36736
	B
	 
	***
	***
	***
	***
	***

	May-2024
	3
	***
	42619, 42622, 42608
	 
	 
	***
	***
	***
	***
	***

	May-2024
	1
	***
	42541
	A
	 
	***
	***
	***
	***
	***

	Jun-2024
	1
	***
	42610
	 
	 
	***
	***
	***
	***
	***

	Jun-2024
	1
	***
	42542
	A
	 
	***
	***
	***
	***
	***

	Jun-2024
	1
	***
	33941
	B
	 
	***
	***
	***
	***
	***

	Jul-2024
	1
	***
	42615
	 
	 
	***
	***
	***
	***
	***

	Jul-2024
	2
	***
	35963, 35967
	B
	 
	***
	***
	***
	***
	***

	Aug-2024
	2
	***
	42624, 42626
	 
	 
	***
	***
	***
	***
	***

	Aug-2024
	1
	***
	42543
	A
	 
	***
	***
	***
	***
	***








	
			
	 
	 
	SA-5

	SWA-PA-03729 58681-1F.TXT
	Boeing Proprietary
	Page 3






	
			
	 
	Table 1A To
	 

	 
	Purchase Agreement No. PA-03729
	 

	 
	Aircraft Delivery, Description, Price and Advance Payments
	 

	 
	737-8 Aircraft
	 







	
											
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Manufacturer


Serial
Number**
	

Aircraft


Block
	Notes
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	At Signing


***
	24 Mos.


***
	21/18/12/9/6 Mos.


***
	Total


***

	Sep-2024
	1
	***
	42630
	 
	 
	***
	***
	***
	***
	***

	Sep-2024
	2
	***
	36730, 36733
	B
	 
	***
	***
	***
	***
	***

	Oct-2024
	2
	***
	42625, 42636
	 
	 
	***
	***
	***
	***
	***

	Oct-2024
	1
	***
	33940
	B
	 
	***
	***
	***
	***
	***

	Nov-2024
	1
	***
	42639
	 
	 
	***
	***
	***
	***
	***

	Nov-2024
	2
	***
	35971, 35974
	B
	 
	***
	***
	***
	***
	***

	Dec-2024
	2
	***
	42628, 42640
	 
	 
	***
	***
	***
	***
	***

	Dec-2024
	1
	***
	35975
	B
	 
	***
	***
	***
	***
	***

	Jan-2025
	2
	***
	42633, 42634
	 
	 
	***
	***
	***
	***
	***

	Jan-2025
	2
	***
	38804, 38805
	B
	 
	***
	***
	***
	***
	***

	Feb-2025
	3
	***
	42637, 42641, 42643
	 
	 
	***
	***
	***
	***
	***

	Feb-2025
	1
	***
	36729
	B
	 
	***
	***
	***
	***
	***

	Mar-2025
	4
	***
	42644, 42645, 42646, 42647
	 
	 
	***
	***
	***
	***
	***

	Apr-2025
	4
	***
	42659, 42660, 42661, 42662
	 
	 
	***
	***
	***
	***
	***

	May-2025
	3
	***
	42663, 42664, 42666
	 
	 
	***
	***
	***
	***
	***

	Jun-2025
	3
	***
	42665, 42667, 42669
	 
	 
	***
	***
	***
	***
	***

	Jul-2025
	3
	***
	42668, 42672, 42673
	 
	 
	***
	***
	***
	***
	***

	Aug-2025
	3
	***
	42674, 42675, 42691
	 
	 
	***
	***
	***
	***
	***

	Sep-2025
	3
	***
	42676, 42677, 42694
	 
	 
	***
	***
	***
	***
	***

	Oct-2025
	3
	***
	42692, 42696, 42697
	 
	 
	***
	***
	***
	***
	***

	Nov-2025
	3
	***
	42698, 42699, 42700
	 
	 
	***
	***
	***
	***
	***

	Dec-2025
	3
	***
	42701, 42702, 42703
	 
	 
	***
	***
	***
	***
	***

	Total:
	170
	 
	 
	 
	 
	 
	 
	 
	 
	 






* ***


**  Manufacturer Serial Numbers (MSN) are for reference only and are subject to change.


Notes:
***




	
			
	 
	 
	SA-5

	SWA-PA-03729 58681-1F.TXT
	Boeing Proprietary
	Page 4







	
			
	
	 
	The Boeing Company

	 
	P. O. Box 3707

	 
	Seattle, WA  98124-2207

	 
	 











SWA‐PA‐03729‐LA‐1106467R1
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 and Model 737-7 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.    ***






















































	
			
	SWA-PA-03729-LA-1106467R1


	 
	SA-5

	***
	 
	Page 1

	 
	BOEING PROPRIETARY
	 







	
			
	











2.***












3.    Assignment.
Unless otherwise noted herein, *** described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the 737-8 Aircraft at time of delivery and becoming the operator of such 737-8 Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


4.    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 
































	
			
	SWA-PA-03729-LA-1106467R1


	 
	SA-5

	***
	 
	Page 2

	 
	BOEING PROPRIETARY
	 






	
			
	























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/ Jon W. Lewis

	Its
	Attorney‐In‐Fact

	 
	 
	 

	 
	 
	 

	ACCEPTED AND AGREED TO this

	 
	 

	Date:
	June 17, 2016

	 

	SOUTHWEST AIRLINES CO.

	 
	 

	By
	/s/ Tammy Romo

	Its
	EVP & CFO










	
			
	SWA-PA-03729-LA-1106467R1


	 
	SA-5

	***
	 
	Page 3

	 
	BOEING PROPRIETARY
	 










	
			
	
	 
	The Boeing Company
P.O. Box 3707
Seattle, WA  98124‐2207













SWA-PA-03729-LA-1106473R1
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611


	
			
	Subject:
	***
	 

	References:
	1) Purchase Agreement No. PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737-8 and Model 737-7 aircraft

	 
	2)  Letter Agreement SWA-PA-03729-LA-1106471 entitled “Substitute Aircraft” (Substitution Letter)




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.***






	
			
	SWA‐PA‐03729‐LA‐1106473R1


	 
	SA-5

	***
	 
	Page 1

	 
	BOEING PROPRIETARY


	 







	
			
	































2.***










3.Assignment.
Unless otherwise noted herein, *** to Customer and in consideration of Customer’s taking title to the Substitute Aircraft at time of delivery and becoming the operator of the Substitute Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


4.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, 
























	
			
	SWA‐PA‐03729‐LA‐1106473R1


	 
	SA-5

	***
	 
	Page 2

	 
	BOEING PROPRIETARY


	 






	
			
	













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/ Jon W Lewis

	Its
	       Attorney‐In‐Fact






	
		
	ACCEPTED AND AGREED TO this

	 
	 

	Date:
	June 17, 2016

	 

	 

	SOUTHWEST AIRLINES CO.

	 
	 

	By
	/s/ Tammy Romo

	 
	 

	Its
	EVP & CFO














	
			
	SWA‐PA‐03729‐LA‐1106473R1


	 
	SA-5

	***
	 
	Page 3

	 
	BOEING PROPRIETARY


	 







	
			
	
	 
	The Boeing Company

	 
	P. O. Box 3707

	 
	Seattle, WA  98124-2207

	 
	 











SWA‐PA‐03729‐LA‐1106474R1


Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611


Subject:    Option Aircraft
		
	Reference:
	Purchase Agreement No. PA‐03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737‐8 aircraft and Model 737-7 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.    Right to Purchase Option Aircraft.
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the option to purchase additional Boeing Model 737‐8 aircraft as option aircraft (Option Aircraft).
2.    Delivery.
The number of aircraft and delivery years is listed in the Attachment 1 to this Letter Agreement.
3.    Configuration. 
3.1    Subject to the provisions of Article 3.2, below, the configuration for the Option Aircraft will be the Detail Specification for Boeing Model 737‐8 aircraft at the revision level in effect at the time of Definitive Agreement (as defined in Article 8).  Such Detail Specification will be revised to include (i) changes applicable to the Detail Specification that are developed by Boeing between the Option Exercise Date (as defined below) and the signing of the Definitive Agreement, (ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.


3.2    Boeing reserves the right to configure the Option Aircraft starting from a different configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Article 3.1.




	
			
	SWA‐PA‐03729‐LA‐1106473R1


	 
	SA-5



	***


	BOEING PROPRIETARY
	Page 1



	 
	 
	 







	
			
	













4.    *** 






5.    *** 






































































	
			
	SWA‐PA‐03729‐LA‐1106474R1


	 
	SA-5

	Option Aircraft


	 
	Page 2

	 
	BOEING PROPRIETARY


	 






	
			
	



























6.    ***








7.    ***


























































	
			
	SWA‐PA‐03729‐LA‐1106474R1


	 
	SA-5

	Option Aircraft


	 
	Page 3

	 
	BOEING PROPRIETARY


	 






	
			
	





















8.    ***


9.    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 Option Aircraft and cannot be assigned in whole or in part.
10.    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.
[Signature page follows.]


[Remainder of page intentionally left blank.]
























	
			
	SWA‐PA‐03729‐LA‐1106474R1


	 
	SA-5

	Option Aircraft


	 
	Page 4

	 
	BOEING PROPRIETARY


	 






	
			
	

















Very truly yours,


	
			
	THE BOEING COMPANY

	By
	/s/ Jon W Lewis

	Its
	     Attorney‐In‐Fact

	 
	 
	 

	 
	 
	 

	ACCEPTED AND AGREED TO this

	 
	 

	Date:
	June 17, 2016

	 

	 

	SOUTHWEST AIRLINES CO.

	 
	 

	By
	/s/ Tammy Romo

	Its
	EVP & CFO








	
			
	SWA‐PA‐03729‐LA‐1106474R1


	 
	SA-5

	Option Aircraft


	 
	Page 5

	 
	BOEING PROPRIETARY


	 







	
			
	 
	Attachment 1 To
	 

	 
	Letter Agreement No. LA 1106474
	 

	 
	Option Aircraft Delivery, Description, Price and Advance Payments
	 







	
										
	Airframe Model/MTOW:
	737-8
	175900 pounds
	 
	Detail Specification:
	 
	D019A007-NEW (11/4/2011)
	 
	 
	2Q11 External Fcst

	Engine Model/Thrust:
	CFMLEAP-1B26
	0 pounds
	 
	Airframe Price Base Year/Escalation Formula:
	 
	Jul-11
	 
	ECI-MFG/CPI
	 

	Airframe Price:
	 
	***
	 
	Engine Price Base Year/Escalation Formula:
	 
	N/A
	 
	N/A
	 

	Optional Features:
	 
	***
	 
	 
	 
	 
	 
	 
	 

	Sub-Total of Airframe and Features:
	 
	***
	 
	Airframe Escalation Data:
	 
	 
	 
	 
	 

	Engine Price (Per Aircraft):
	 
	***
	 
	Base Year Index (ECI):
	 
	 
	***
	 
	 

	Aircraft Basic Price (Excluding BFE/SPE):
	 
	***
	 
	Base Year Index (CPI
	 
	 
	***
	 
	 

	Buyer Furnished Equipment (BFE) Estimate:
	 
	***
	 
	 
	 
	 
	 
	 
	 

	Seller Purchased Equipment (SPE) Estimate:
	 
	***
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Non-Refundable Deposit/Aircraft at Def Agreemt:
	 
	***
	 
	 
	 
	 
	 
	 
	 




	
										
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Option


Exercise Date


Deadline
	



Aircraft


Block
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	

At Signing


***
	

24 Mos.


***
	

21/18/12/9/6 Mos.


***
	

Total


***

	Jul-2019
	2
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Sep-2019
	1
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Oct-2019
	2
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Apr-2020
	1
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Jun-2020
	1
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Jul-2020
	2
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Aug-2020
	2
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Sep-2020
	2
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Jan-2021
	1
	***
	      ***
	D
	***
	***
	***
	***
	            ***

	Jan-2021
	1
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Feb-2021
	1
	***
	      ***
	D
	***
	***
	***
	***
	            ***

	Mar-2021
	1
	***
	      ***
	 
	***
	***
	***
	***
	            ***

	Apr-2021
	1
	***
	      ***
	D
	***
	***
	***
	***
	            ***








	
			
	 
	 
	SA_5

	SWA-PA-03729-LA1106474 58960-1O.TXT
	Boeing Proprietary
	Page 1






	
			
	 
	Attachment 1 To
	 

	 
	Letter Agreement No. LA 1106474
	 

	 
	Option Aircraft Delivery, Description, Price and Advance Payments
	 







	
										
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Option


Exercise Date


Deadline
	



Aircraft


Block
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	

At Signing


***
	

24 Mos.


***
	

21/18/12/9/6 Mos.


***
	

Total


***

	Apr-2021
	1
	***
	***
	 
	***
	***
	***
	***
	***

	May-2021
	1
	***
	***
	D
	***
	***
	***
	***
	***

	May-2021
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jun-2021
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jul-2021
	2
	***
	***
	 
	***
	***
	***
	***
	***

	Jul-2021
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Aug-2021
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Sep-2021
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Oct-2021
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Oct-2021
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Nov-2021
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Dec-2021
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jan-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jan-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Feb-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Feb-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Mar-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Mar-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Apr-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	May-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jun-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jul-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jul-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Aug-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Sep-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***










	
			
	 
	 
	SA_5

	SWA-PA-03729-LA1106474 58960-1O.TXT
	Boeing Proprietary
	Page 2






	
			
	 
	Attachment 1 To
	 

	 
	Letter Agreement No. LA 1106474
	 

	 
	Option Aircraft Delivery, Description, Price and Advance Payments
	 







	
										
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Option


Exercise Date


Deadline
	



Aircraft


Block
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	

At Signing


***
	

24 Mos.


***
	

21/18/12/9/6 Mos.


***
	

Total


***

	Oct-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Oct-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Nov-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Nov-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Dec-2022
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Dec-2022
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jan-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jan-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Feb-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Feb-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Mar-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Mar-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Apr-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Apr-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	May-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	May-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jun-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jun-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jul-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Aug-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Aug-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Sep-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Sep-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Oct-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Oct-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***










	
			
	 
	 
	SA_5

	SWA-PA-03729-LA1106474 58960-1O.TXT
	Boeing Proprietary
	Page 3






	
			
	 
	Attachment 1 To
	 

	 
	Letter Agreement No. LA 1106474
	 

	 
	Option Aircraft Delivery, Description, Price and Advance Payments
	 







	
										
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Option


Exercise Date


Deadline
	



Aircraft


Block
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	

At Signing


***
	

24 Mos.


***
	

21/18/12/9/6 Mos.


***
	

Total


***

	Nov-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Nov-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Dec-2023
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Dec-2023
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jan-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jan-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Feb-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Feb-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Mar-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Mar-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Apr-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Apr-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	May-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	May-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jun-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Jun-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Jul-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Aug-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Aug-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Sep-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Sep-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Oct-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Oct-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***

	Nov-2024
	1
	***
	***
	 
	***
	***
	***
	***
	***

	Nov-2024
	1
	***
	***
	D
	***
	***
	***
	***
	***










	
			
	 
	 
	SA_5

	SWA-PA-03729-LA1106474 58960-1O.TXT
	Boeing Proprietary
	Page 4






	
			
	 
	Attachment 1 To
	 

	 
	Letter Agreement No. LA 1106474
	 

	 
	Option Aircraft Delivery, Description, Price and Advance Payments
	 









	
										
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Option


Exercise Date


Deadline
	



Aircraft


Block
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	

At Signing


***
	

24 Mos.


***
	

21/18/12/9/6 Mos.


***
	

Total


***

	Dec-2024
	2
	***
	***
	 
	***
	***
	***
	***
	***

	Jan-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Feb-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Mar-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Apr-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	May-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Jun-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Jul-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Aug-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Sep-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Oct-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Nov-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Dec-2025
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Jan-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Feb-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Mar-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Apr-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	May-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Jun-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Jul-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Aug-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Sep-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Oct-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Nov-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Dec-2026
	3
	***
	***
	 
	***
	***
	***
	***
	***








	
			
	 
	 
	SA_5

	SWA-PA-03729-LA1106474 58960-1O.TXT
	Boeing Proprietary
	Page 5






	
			
	 
	Attachment 1 To
	 

	 
	Letter Agreement No. LA 1106474
	 

	 
	Option Aircraft Delivery, Description, Price and Advance Payments
	 









	
										
	



Delivery


Date*
	



Number of


Aircraft
	Escalation


Factor


(Airframe)
	Option


Exercise Date


Deadline
	



Aircraft


Block
	Escalation Estimate


Adv Payment Base


Price Per A/P
	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	

At Signing


***
	

24 Mos.


***
	

21/18/12/9/6 Mos.


***
	

Total


***

	Jan-2027
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Feb-2027
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Mar-2027
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Apr-2027
	3
	***
	***
	 
	***
	***
	***
	***
	***

	May-2027
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Jun-2027
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Jul-2027
	3
	***
	***
	 
	***
	***
	***
	***
	***

	Aug-2027
	2
	***
	***
	 
	***
	***
	***
	***
	***

	Total:
	191
	 
	 
	 
	 
	 
	 
	 
	 








* ***


	
			
	 
	 
	SA_5

	SWA-PA-03729-LA1106474 58960-1O.TXT
	Boeing Proprietary
	Page 6







	
			
	
	 
	The Boeing Company

	 
	P. O. Box 3707

	 
	Seattle, WA  98124-2207

	 
	 









SWA‐PA‐03729‐LA‐1106475R1


Southwest Airlines Co.
2707 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235


		
	Subject:
	***




	
		
	References:
	1) Purchase Agreement No. PA‐03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737‐8 and Model 737-7 aircraft

	 
	 

	 
	2)   Letter Agreement SWA‐PA‐03729‐LA-1106474 entitled “Option Aircraft” (Option Aircraft Letter Agreement)




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.    ***
















































	
			
	SWA‐PA‐03729‐LA‐1106475R1
	 
	SA-5

	***
	BOEING PROPRIETARY
	Page 1







	
			
	



























2.    ***












3.    Assignment.
Unless otherwise noted herein, *** to Customer and in consideration of Customer’s taking title to the Option Aircraft at time of delivery and becoming the operator of the Option Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
4.    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




















	
			
	SWA‐PA‐03729‐LA‐1106475R1
	 
	SA-5

	***
	BOEING PROPRIETARY
	Page 2






	
			
	











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/ Jon W Lewis

	Its
	     Attorney‐In‐Fact

	 
	 
	 

	ACCEPTED AND AGREED TO this

	 
	 

	Date:
	June 17, 2016

	 

	SOUTHWEST AIRLINES CO.

	 
	 

	By
	/s/ Tammy Romo

	Its
	EVP & CFO










	
			
	SWA‐PA‐03729‐LA‐1106475R1
	 
	SA-5

	***
	BOEING PROPRIETARY
	Page 3







	
			
	
	 
	The Boeing Company

	 
	P. O. Box 3707

	 
	Seattle, WA  98124-2207

	 
	 











SWA‐PA‐03729‐LA‐1106476R1
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 and Model 737-7 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.
The Purchase Agreement incorporates the terms and conditions of Aircraft General Terms Agreement dated as of December 13, 2011 identified as SWA-AGTA between Boeing and Customer (AGTA).  This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
1.    ***




















































	
			
	SWA‐PA‐03729‐LA‐1106476R1


	 
	SA-5

	***
	 
	Page 1

	 
	BOEING PROPRIETARY
	 







	
			
	





























































2.    *** 
















3.    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‐1106476R1


	 
	SA-5

	***
	 
	Page 2

	 
	BOEING PROPRIETARY
	 






	
			
	















4.    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/ Jon W Lewis

	Its
	     Attorney-In-Fact

	 
	 
	 

	ACCEPTED AND AGREED TO this

	 
	 

	Date:
	June 17, 2016

	 

	SOUTHWEST AIRLINES CO.

	 
	 

	By
	/s/ Tammy Romo

	Its
	EVP & CFO










	
			
	SWA‐PA‐03729‐LA‐1106476R1


	 
	SA-5

	***
	 
	Page 3

	 
	BOEING PROPRIETARY
	 







	
			
	
	 
	The Boeing Company

	 
	P. O. Box 3707

	 
	Seattle, WA  98124-2207

	 
	 















SWA‐PA‐03729‐LA‐1301170R1
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 and 737-7 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.    ***






















































	
			
	SWA‐PA‐03729‐LA‐1301170R1


	 
	SA-5



	***


	 
	Page 1

	 
	BOEING PROPRIETARY


	 







	
			
	















2.    ***












3.    Assignment.
Unless otherwise noted herein, *** described in this Letter Agreement are provided *** in consideration of Customer’s taking title to the 737-7 Aircraft at time of delivery and becoming the operator of the 737-7 Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
4.    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.
































	
			
	SWA‐PA‐03729‐LA‐1301170R1


	 
	SA-5



	***


	 
	Page 2

	 
	BOEING PROPRIETARY


	 






	
			
	





















Very truly yours,
	
			
	THE BOEING COMPANY

	By
	/s/ Jon W. Lewis

	Its
	     Attorney‐In‐Fact

	 
	 
	 

	ACCEPTED AND AGREED TO this

	 
	 

	Date:
	June 17, 2016

	 

	SOUTHWEST AIRLINES CO.

	 
	 

	By
	/s/ Tammy Romo

	Its
	EVP & CFO










	
			
	SWA‐PA‐03729‐LA‐1301170R1


	 
	SA-5



	***


	 
	Page 3

	 
	BOEING PROPRIETARY


	 







	
			
	
	 
	The Boeing Company

	 
	P. O. Box 3707

	 
	Seattle, WA  98124-2207

	 
	 

















SWA‐PA‐03729‐LA‐1602486
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 and 737-7 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.    Definitions.
In this Letter Agreement, the following terms have meanings as follows: 
Aircraft refers to any of the Boeing Model 737-8 and 737-7 aircraft described in Table 1A and Table 1B, respectively, of the Purchase Agreement.
***
***
Effective Date means the date on which SA-5 is mutually executed by the parties.
***
2.    ***
 














	
			
	SWA PA 03729 LA 1602486
	 
	SA-5

	***
	 
	Page 1 

	 
	BOEING PROPRIETARY
	 







	
			
	











3.    ***




4.    ***  




















































































	
			
	SWA PA 03729 LA 1602486
	 
	SA-5

	***
	 
	Page 2 

	 
	BOEING PROPRIETARY
	 






	
			
	

































5.    ***


6.    ***


7.    ***
















































	
			
	SWA PA 03729 LA 1602486
	 
	SA-5

	***
	 
	Page 3 

	 
	BOEING PROPRIETARY
	 






	
			
	























8.    ***








9.    ***




10.    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.
11.    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.










	
			
	SWA PA 03729 LA 1602486
	 
	SA-5

	***
	 
	Page 4 

	 
	BOEING PROPRIETARY
	 






	
			
	

















Very truly yours,
	
		
	THE BOEING COMPANY

	By
	/s/ Jon W Lewis

	Its
	     Attorney-In-Fact








	
		
	ACCEPTED AND AGREED TO this

	 
	 

	Date:
	June 17, 2016

	 

	SOUTHWEST AIRLINES CO.

	 
	 

	By
	/s/ Tammy Romo



	Its
	EVP & CFO




























	
			
	SWA PA 03729 LA 1602486
	 
	SA-5

	***
	 
	Page 5 

	 
	BOEING PROPRIETARY
	 







	
			
	













Attachment 1 To
Letter Agreement No. LA 1602486
***




	
			
	***
	***
	***

	***
	***
	***

	***
	***
	***

	***
	***
	***

	***
	***
	***

	***
	***
	***

	***
	***
	***

	***
	***
	***

	***
	***
	***

	***
	***
	***






























	
			
	SWA PA 03729 LA 1602486


	 
	SA-5

	***
	 
	Page 1

	 
	BOEING PROPRIETARY