EX-10.18 (A) 3 luv-12312015xex1018a.htm EXHIBIT 10.18 (A) 10-K


SUPPLEMENTAL AGREEMENT NO. 4
 
to
 
Purchase Agreement No. 3729
 
between
 
THE BOEING COMPANY
 
and
 
SOUTHWEST AIRLINES CO.
 
Relating to Boeing Model 737-8 and 737-7 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 4 (SA-4), entered into as of December 21, 2015, 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 Mode 737-8 (737-8 Aircraft) and Model 737-7 aircraft (737-7 Aircraft); collectively the “Aircraft”. This Supplemental Agreement No. 4 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 has agreed to modify certain business considerations applicable to the firm Block A Aircraft, Block B Aircraft and Block C Aircraft identified in Table 1A of the Purchase Agreement.


WHEREAS, the parties desire to amend the Purchase Agreement as hereinafter set forth to make certain other changes;

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-4
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 Supplemental Agreement No. 4 and identified by “SA-4”. Such revised Table of Contents is incorporated into the Purchase Agreement by this reference.

2.
Letter Agreements.

2.1    Letter Agreement SWA-PA-03729-LA-1106472R1, ***, no longer applies, is deleted in its entirety and removed from the Purchase Agreement.

2.2    Letter Agreement SWA-PA-03729-LA-1301168, ***, is deleted in its entirety and replaced with the attached revised Letter Agreement SWA-PA-03729-LA-1301168R1, ***.

2.3    Letter Agreement SWA-PA-01810/03729-LA-1301169, ***, no longer applies, is deleted in its entirety and removed from the Purchase Agreement.


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/ Michael Van de Ven 
 
 
 
 
 
 
 
Its: Attorney-In-Fact           
 
Its: EVP & COO                   
 



SWA-PA-03729

2


SA-4
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-4
 
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-3
 
 
 
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-4
 
 
Page 2

BOEING PROPRIETARY


LETTER AGREEMENTS
TITLES
 
 
 
 
SWA-PA-03729-LA-1106465*
***
 
 
 
 
SWA-PA-03729-LA-1106466
***
 
 
 
 
SWA-PA-03729-LA-1106467
***
 
 
 
 
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-1106473
***
 
 
 
 
SWA-PA-03729-LA-1106474
Option Aircraft
 
 
Attachment 1
SA-3
 
 
 
SWA-PA-03729-LA-1106475
***
 
 
 
 
SWA-PA-03729-LA-1106476*
***
 
 
 
 
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-4
 
 
Page 3

BOEING PROPRIETARY


LETTER AGREEMENTS
TITLES
 
 
 
 
SWA-PA-03729-LA-1300943
***
SA-2
 
 
 
SWA-PA-03729-LA-1301168R2
***
SA-4
 
 
 
SWA-PA-03729-LA-1301170
***
SA-2
 
 
 
 
 
 
* Denotes revision to Page 1 or Page 2 only to reference 737-7 (SA-2)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





















SWA-PA-03729
 
SA-4
 
 
Page 4

BOEING PROPRIETARY


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-4
 
 
Page 5

BOEING PROPRIETARY


 
The Boeing Company

 
P.O. Box 3707

 
Seattle, WA 98124‑2207

 
 
 
 
 
 

SWA-PA-03729-LA-1301168R2


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


Subject:
***

Reference:
Purchase Agreement No. 3729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737-7 and 737-8 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.
***


SA-4
Page 1

BOEING PROPRIETARY

 
 
 
 
 
 
 
 
 
 



SWA-PA-03729-LA-1301168R2
 
SA-4
***
 
Page 2
BOEING PROPRIETARY

 
 
 
 
 
 
 
 
 
 

2.    Assignment.
*** described in this Letter Agreement are provided *** in consideration of Customer’s taking title to the applicable Firm Aircraft at time of delivery and becoming the operator of the applicable Firm Aircraft. Under no circumstances will Customer be permitted to assign the business terms set forth herein.
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 paragraph) 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 paragraph, 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:
December 21, 2015
 
SOUTHWEST AIRLINES CO.
 
By
/s/ Michael Van de Ven
 
Its
EVP & COO




SWA-PA-03729-LA-1301168R2
 
SA-4
***
 
Page 3
BOEING PROPRIETARY