SA-1toPA3729_redacted




	
	
	SUPPLEMENTAL AGREEMENT NO. 1

	 

	to

	 

	Purchase Agreement No. 3729

	 

	between

	 

	THE BOEING COMPANY

	 

	and

	 

	SOUTHWEST AIRLINES CO.

	 

	Relating to Boeing Model 737-8 Aircraft






THIS SUPPLEMENTAL AGREEMENT, entered into as of May 13, 2013, is made between THE BOEING COMPANY, a Delaware corporation (Boeing), and SOUTHWEST AIRLINES CO. a Texas corporation (Customer);


Customer and Boeing entered into Purchase Agreement Number PA-03729 dated December 13, 2011 as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing Model 737-8 aircraft; and this Supplemental Agreement No. 1 is an amendment to and is incorporated into the Purchase Agreement:


WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to i) add reference to letter agreement number SWA‐PA‐03729‐LA‐1209080, ***, which was previously executed on July 8, 2012; ii) revise certain terms of letter agreement number SWA-PA-03729-LA-1106481, ***; and iii) add letter agreement number SWA-PA-03729-LA-1210419, ***;
NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:
1.The Table of Contents is deleted in its entirety and a new Table of Contents is attached hereto and incorporated into the Purchase Agreement by this reference.
2.    Letter Agreement SWA-PA-03729-LA-1106481, ***, is deleted in its entirety and replaced with a revised Letter Agreement SWA-PA-03729-LA-1106481R1, attached hereto and incorporated into the Purchase Agreement by this reference.
3.    To document its previous execution and as an administrative matter, Letter Agreement SWA-PA-03729-LA-1209080, *** and dated July 8, 2012 is hereby added and, by this reference, is incorporated into the Purchase Agreement.
***Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

	
			
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4.     Letter Agreement SWA-PA-03729-LA-1210419, ***, is hereby added and, by this reference, is incorporated into the Purchase Agreement.
5.    The Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.  
6.    This Supplemental Agreement must be executed by Boeing and Customer on or before May 15, 2012.


	
			
	AGREED AND ACCEPTED this
	 
	 

	 
	 
	 

	May 13, 2013
	 
	 

	Date
	 
	 

	 
	 
	 

	THE BOEING COMPANY
	 
	SOUTHWEST AIRLINES CO.

	



	 
	 

	/s/ Jeff Solomon
	 
	/s/ Michael Van de Ven

	Signature
	 
	Signature

	 
	 
	 

	Jeffery J. Solomon
	 
	Michael Van de Ven

	Printed name
	 
	Printed name

	 
	 
	 

	Attorney-in-Fact
	 
	Executive Vice President

	Title
	 
	Title









	
			
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	TABLE OF CONTENTS






	
		
	ARTICLES
	TITLES

	Article 1
	Quantity, Model and Description

	Article 2
	Delivery Schedule

	Article 3
	Price

	Article 4
	Payment

	Article 5
	Additional Terms

	TABLE
	TITLE

	1
	Aircraft Information Table

	EXHIBIT

	A
	Aircraft Configuration

	B
	Aircraft Delivery Requirements and Responsibilities

	SUPPLEMENTAL EXHIBITS
	TITLES

	AE1
	Escalation Adjustment/Airframe and Optional Features 

	BFE1
	BFE Variables

	CS1
	Customer Support Variables

	EE1
	Engine Escalation/Engine Warranty and Patent Indemnity 

	SLP1
	Service Life Policy Components




	
		
	LETTER AGREEMENTS
	TITLES

	SWA-PA-03729-LA-1106463
	Open  Matters

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

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

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







	
			
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	LETTER AGREEMENTS
	TITLES

	SWA-PA-03729-LA-1106467
	***

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

	SWA-PA-03729-LA-1106469
	***

	SWA-PA-03729-LA-1106470
	***

	SWA-PA-03729-LA-1106471
	Substitute Aircraft

	SWA-PA-03729-LA-1106472
	***

	SWA-PA-03729-LA-1106473
	***

	SWA-PA-03729-LA-1106474
	Option Aircraft

	SWA-PA-03729-LA-1106475
	***

	SWA-PA-03729-LA-1106476
	***

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

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

	SWA-PA-03729-LA-1106479
	***

	SWA-PA-03729-LA-1106480
	***

	SWA-PA-03729-LA-1106481R1
	***
	SA-1

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

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

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

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

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

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

	 
	 







	
			
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SWA‐PA‐03729‐LA‐1106481R1


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


		
	Subject:
	***


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


This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.***




2.*** 
    
3.*** 



	
				
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4.*** 


5.*** 


6.*** 




7.Assignment.  
7.    Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in

	
				
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consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
8.Confidentiality.  
Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties.  Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.


Very truly yours,
	
			
	

THE BOEING COMPANY

	 

	By
	/s/ Jeff Solomon

	 

	Its
	Attorney-In-Fact

	 

	ACCEPTED AND AGREED TO this

	 

	Date:
	May 13, 2013

	 

	SOUTHWEST AIRLINES CO.

	 

	By
	Michael Van de Ven

	 

	Its
	Executive Vice President









	
				
	SWA‐PA‐03729‐LA‐1106481R1
	 
	 
	 

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SWA‐PA‐03729‐LA‐1209080
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611
	
		
	Subject:
	***

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




This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.***




2.Assignment.
This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


3.Confidentiality.
Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties.  Customer agrees 

	
			
	SWA‐PA‐03729‐LA‐1209080
	 
	 

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to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,
	
			
	THE BOEING COMPANY

	



By
	











/s/ Jeff Solomon

	Its
	     
 Attorney‐In‐Fact

	ACCEPTED AND AGREED TO this

	Date:
	July 8, 2012

	SOUTHWEST AIRLINES CO.

	By
	 

	Its
	EVP & Chief Operating Officer









	
			
	SWA‐PA‐03729‐LA‐1209080
	 
	 

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to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.


Very truly yours,


	
			
	THE BOEING COMPANY

	



By
	 

	Its
	     
 Attorney‐In‐Fact

	ACCEPTED AND AGREED TO this

	Date:
	, 2012

	SOUTHWEST AIRLINES CO.

	By
	

/s/ Laura Wright

	Its
	 







SWA‐PA‐03729‐LA‐1209080    
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SWA-PA-03729-LA-1210419




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


	
		
	Subject:
	***

	 
	 

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




This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.***






2.Assignment.  


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

	
			
	SWA-PA-03729-LA-1210419
	 
	 

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3.Confidentiality.  


Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties.  Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.




Very truly yours,


	
			
	THE BOEING COMPANY

	 

	By
	/s/ Jeff Solomon

	 

	Its
	Attorney-In-Fact

	 

	ACCEPTED AND AGREED TO this

	 

	Date:
	May 13, 2013

	 

	SOUTHWEST AIRLINES CO.

	 

	By
	/s/ Michael Van de Ven

	 

	Its
	Executive Vice President











	
			
	SWA-PA-03729-LA-1210419
	 
	 

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