EX-10.2 3 luv-6302016xex102.htm SUPPLEMENTAL AGREEMENT NO. 5

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: E VP & 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‑1106467 R1
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-1106467 R1 |  | SA-5
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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-1106467 R1 |  | SA-5
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| 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-1106467 R1 |  | SA-5
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| BOEING PROPRIETARY |

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

SWA-PA-03729-LA-1106473 R1
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‑1106473 R1 |  | SA-5
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| 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‑1106473 R1 |  | SA-5
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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‑1106473 R1 |  | SA-5
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| BOEING PROPRIETARY |

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

SWA‑PA‑03729‑LA‑1106474 R1
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‑1106473 R1 |  | SA-5
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4. ***
5. ***

SWA‑PA‑03729‑LA‑1106474 R1 |  | SA-5
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| BOEING PROPRIETARY |

6. ***
7. ***

SWA‑PA‑03729‑LA‑1106474 R1 |  | 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‑1106474 R1 |  | 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‑1106474 R1 |  | 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‑1106475 R1
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‑1106475 R1 |  | 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‑1106475 R1 |  | 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‑1106475 R1 |  | SA-5
*** | BOEING PROPRIETARY | Page 3

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

SWA‑PA‑03729‑LA‑1106476 R1
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‑1106476 R1 |  | 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‑1106476 R1 |  | 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‑1106476 R1 |  | SA-5
*** |  | Page 3
| BOEING PROPRIETARY |

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

SWA‑PA‑03729‑LA‑1301170 R1
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‑1301170 R1 |  | 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‑1301170 R1 |  | 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‑1301170 R1 |  | 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
***

*** | *** | ***
*** | *** | ***
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*** | *** | ***
*** | *** | ***

SWA PA 03729 LA 1602486 |  | SA-5
*** |  | Page 1
| BOEING PROPRIETARY |