Attached files
| file | filename |
|---|---|
| EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - ALASKA AIR GROUP, INC. | alk10-q12018ex322.htm |
| EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ALASKA AIR GROUP, INC. | alk10-q12018ex321.htm |
| EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - ALASKA AIR GROUP, INC. | alk10-q12018ex312.htm |
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ALASKA AIR GROUP, INC. | alk10-q12018ex311.htm |
| 10-Q - 10-Q - ALASKA AIR GROUP, INC. | alk10-q12018.htm |
P.A. 3866
ASA SA-9-1
FOIA CONFIDENTIAL
TREATMENT REQUESTED
Supplemental Agreement No. 9
to
Purchase Agreement No. 3866
between
The Boeing Company
and
Alaska Airlines, Inc.
Relating to Boeing Models 737-8 and 737-9 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of March 30, 2018, by
and between THE BOEING COMPANY (Boeing) and ALASKA AIRLINES, INC.
(Customer).
WHEREAS, the parties hereto entered into Purchase Agreement No. 3866
dated October 10, 2012 (Purchase Agreement), as amended and supplemented,
relating to Boeing Models 737-8 aircraft (737-8 Aircraft) and 737-9 aircraft (737-9
Aircraft) (collectively Aircraft); and
WHEREAS, Customer has determined that it requires larger aircraft to meet its
current and future fleet requirements and has requested that Boeing convert the
remainder of its firm Aircraft on order to the larger 737-9 Aircraft which has more seats
than the 737-8 and, thus, increased fuel efficiency; from a business perspective
Customer has determined this conversion represents a substantial change to the
contract; and
Supplemental Agreement No. 9 to
Purchase Agreement No. 3866
P.A. 3866
ASA SA-9-2
WHEREAS, Customer has requested Boeing to slide certain Aircraft and [***]
Aircraft deliveries and Boeing would like to accommodate this request as well as
Customer’s request to purchase 737-9 in place of the 737-8 aircraft. [***]
WHEREAS, Customer and Boeing agree to reschedule certain Aircraft,
including, where appropriate, changing the model designation from 737-8 to 737-9 to
reflect the different aircraft ordered as listed below;
Contract Delivery
Month
Minor
Model
New Delivery
Month
Minor
Model
Manufacturer
Serial Number (MSN)
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
Supplemental Agreement No. 9 to
Purchase Agreement No. 3866
P.A. 3866
ASA SA-9-3
WHEREAS, Customer and Boeing agree to reschedule certain [***] Aircraft as
listed below;
Contract
Delivery Month
Minor Model
New Delivery
Month
Minor Model Lead Time
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
[***] [***] [***] [***] [***]
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree to amend the Purchase Agreement as follows:
1. Purchase Agreement Table of Contents and Tables:
Remove and replace, in its entirety, the Purchase Agreement “Table of Contents”,
with the revised Table of Contents, attached hereto, to reflect the changes made in this
Supplemental Agreement No. 9.
Remove, in its entirety, the Purchase Agreement “Table 1A to Purchase
Agreement No. PA-03866”, to reflect the changes made in this Supplemental Agreement
No. 9.
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
Supplemental Agreement No. 9 to
Purchase Agreement No. 3866
P.A. 3866
ASA SA-9-4
Remove and replace, in its entirety, the Purchase Agreement “Table 1B to
Purchase Agreement No. PA-03866”, with the revised Table 1B, attached hereto, to
reflect the changes made in this Supplemental Agreement No. 9.
2. Letter Agreements.
Letter Agreement ASA-PA-3866-LA-09440R1 entitled “[***] Aircraft”, is hereby
deleted in its entirety and replaced with a revised Letter Agreement ASA-PA-3866-LA-
09440R2, attached hereto to reflect deferral of certain [***] Aircraft and to reduce the
option lead time of certain [***] Aircraft.
3. Advance Payments.
Customer agrees that Boeing will retain the pre-paid advance payment excess
amount of [***] U.S. Dollars associated with the revisions set forth above. Such amount
will continue to be treated under Purchase Agreement as advance payments, except
that Boeing will apply such amount, in whole or in part, to future advance payment
obligations of Customer as they become due under Purchase Agreement subsequent to
the date of this Supplemental Agreement.
The Purchase Agreement will be deemed to be supplemented to the extent provided
herein as of the date hereof and as so supplemented will continue in full force and
effect.
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
Supplemental Agreement No. 9 to
Purchase Agreement No. 3866
P.A. 3866
ASA SA-9-5
EXECUTED IN DUPLICATE as of the day and year first written above.
THE BOEING COMPANY ALASKA AIRLINES, INC.
By: /s/ James Drinkwater By: /s/ Mark Eliasen
Its: Attorney-In-Fact Its: Vice President, Finance & Treasurer
P.A. 3866 SA-9
Page 1
BOEING PROPRIETARY
TABLE OF CONTENTS
ARTICLES
SA
NUMBER
Article 1. Quantity, Model and Description .....................................................
Article 2. Delivery Schedule ...........................................................................
Article 3. Price ................................................................................................
Article 4. Payment ..........................................................................................
Article 5. Additional Terms .............................................................................
TABLE 1
1A Aircraft Information Table – 737-8 Aircraft………………………….9
1B Aircraft Information Table – 737-9 Aircraft ....................................9
EXHIBIT
A-1. Aircraft Configuration – 737-8 .........................................................
A-2. Aircraft Configuration – 737-9 .........................................................
B. Aircraft Delivery Requirements and Responsibilities.......................
SUPPLEMENTAL EXHIBITS
AE1. Escalation Adjustment/Airframe and Optional Features ................
BFE1. BFE Variables ..............................................................................9
CS1. Customer Support Variables........................................................4
EE1. Engine Escalation, Engine Warranty and Patent Indemnity ..........
SLP1. Service Life Policy Components ....................................................
P.A. 3866 SA-9
Page 2
BOEING PROPRIETARY
LETTER AGREEMENTS
SA
NUMBER
ASA-PA-3866-LA-09433R2 Open Matters ............................................................ 6
ASA-PA-3866-LA-09434 Seller Purchased Equipment ......................................
ASA-PA-3866-LA-09435 Spare Parts Initial Provisioning ...................................
ASA-PA-3866-LA-09436 Demonstration Flight Waiver ......................................
ASA-PA-3866-LA-09437 AGTA Matters .............................................................
ASA-PA-3866-LA-09438R1 Promotion Support.................................................... 6
ASA-PA-3866-LA-09439R3 Special Matters – Models 737-8 and 737-9 .............. 8
ASA-PA-3866-LA-09440R2 [***] Aircraft ............................................................. 9
ASA-PA-3866-LA-09441R1 Substitute Aircraft ..................................................... 5
ASA-PA-3866-LA-09442R1 Right to [***] ............................................................ 5
ASA-PA-3866-LA-09443R1 Agreement for [***] .................................................. 1
ASA-PA-3866-LA-09444 [***] ............................................................................
ASA-PA-3866-LA-09445R1 Special Matters – [***] ............................................. 5
ASA-PA-3866-LA-09446R1 Special Matters – [***] ............................................. 5
ASA-PA-3866-LA-09447 [***] Matters ...............................................................
6-1162-MVL-030 [***] .......................................................................... 6
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
P.A. 3866 SA-9
Page 3
BOEING PROPRIETARY
SUPPLEMENTAL AGREEMENTS DATED AS OF:
Supplemental Agreement No. 1 .............................................................. March 15, 2013
Supplemental Agreement No. 2 .............................................................. March 25, 2015
Supplemental Agreement No. 3 ................................................................ June 26, 2015
Supplemental Agreement No. 4 ............ ……………………………………March 31, 2016
Supplemental Agreement No. 5 ............. …………………………………October 11, 2016
Supplemental Agreement No. 6………..…………………………….. ... December 19, 2016
Supplemental Agreement No. 7………..………………………………….February 16, 2017
Supplemental Agreement No. 8………..………………………………….March 30, 2018
Supplemental Agreement No. 9………..………………………………….March 30, 2018
Table 1B To
Purchase Agreement No. PA-3866
[***]
ASA-PA-3866, 60691, 73135, 101461, 108673 Boeing Proprietary
Page 1
SA-9
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portions.
ASA-PA-3866-LA-09440R2 SA-9
[***] Aircraft Page 1
BOEING PROPRIETARY
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207
ASA-PA-3866-LA-09440R2
Alaska Airlines, Inc.
PO Box 68900
Seattle, WA 98168-0900
Subject: [***] Aircraft
Reference: Purchase Agreement No. 3866 (Purchase Agreement) between The
Boeing Company (Boeing) and Alaska Airlines, Inc. (Customer) relating
to Models 737-8 and 737-9 aircraft (Aircraft)
This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement
ASA-PA-3866-LA-09440R1 and amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the Purchase
Agreement.
1. Right to [***].
Subject to the terms and conditions contained in this Letter Agreement, [***].
2. Delivery.
The number of aircraft and delivery months are listed in the Attachments to this Letter
Agreement. The scheduled delivery position of each [***] listed in the Attachments in three
month delivery windows consisting of a nominal delivery month (Nominal Delivery Month)
plus or minus one month. [***], Boeing will provide written notice with revised Attachments
identifying the scheduled delivery month (Scheduled Delivery Month) for each [***] that has a
Nominal Delivery Month in such calendar year.
3. [***]
3.1 [***]
3.2 [***]
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
ASA-PA-3866-LA-09440R2 SA-9
[***] Aircraft Page 2
BOEING PROPRIETARY
4. [***]
4.1 [***]
4.2 [***]
4.3 [***]
4.4 [***]
5. [***]
5.1 [***]
5.2 [***]
6. [***]
6.1 [***]
6.2 [***]
6.3 [***]
6.4 [***]
7. Definitive Agreement.
[***]
8. [***]
[***]
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
ASA-PA-3866-LA-09440R2 SA-9
[***] Aircraft Page 3
BOEING PROPRIETARY
9. Confidential Treatment.
The information contained herein represents confidential business information and has
value precisely because it is not available generally or to other parties. Customer will limit the
disclosure of its contents to employees of Customer with a need to know the contents for
purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior
written consent of Boeing.
Very truly yours,
THE BOEING COMPANY
By /s/ James Drinkwater
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:
ALASKA AIRLINES, INC.
By /s/ Mark Eliasen
Its VP/Finance & Treasurer
Attachments
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
Attachment A-1 To
Letter Agreement No. ASA-PA-3866-LA-09440R2
[***]
ASA-PA-03866-LA-09440 62010-1O, 108672-1O.TXT Boeing Proprietary
Page 1
SA-9
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portions.
Attachment A-2 To
Letter Agreement No. ASA-PA-3866-LA-09440R2
[***]
ASA-PA-03866-LA-09440_60691-1O, 108673-1O.TXT Boeing Proprietary
Page 1
SA-9
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portions.
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
ALASKA AIRLINES, INC.
Supplemental Exhibit BFE1
to Purchase Agreement Number 3866
ASA PA 3866 Page 2
Supplemental Ex. BFE1 SA 9
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODELS 737-8 and 737-9 AIRCRAFT
This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates
and other requirements applicable to the Aircraft.
1. Supplier Selection.
Customer will:
Select and notify Boeing of the suppliers and part numbers of the following BFE
items by the following dates:
Aircraft Model 737-9
Galley System
[***]
Galley Inserts [***]
Seats (passenger) [***]
Overhead & Audio System [***]
In-Seat Video System [***]
Miscellaneous Emergency Equipment [***]
Cargo Handling Systems*
(Single Aisle Programs only)
[***]
*For a new certification, supplier requires notification ten (10) months prior to Cargo
Handling System on-dock date.
**Actual Supplier Selection dates will be provided when monthly delivery positions are
available to customer.
* Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
ASA PA 3866 Page 3
Supplemental Ex. BFE1 SA 9
BOEING PROPRIETARY
Customer will enter into initial agreements with the selected Galley System,
Galley Inserts, Seats, and In-Seat Video System suppliers on or before ten (10)
calendar days after the above supplier selection dates to actively participate with
Customer and Boeing in coordination actions including the Initial Technical Coordination
Meeting (ITCM).
2. On-dock Dates and Other Information.
On or before nine months prior to each Aircraft delivery, Boeing will provide to
Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My
Boeing Configuration (MBC)). These requirements may be periodically revised, setting
forth the items, quantities, on-dock dates and shipping instructions and other
requirements relating to the in-sequence installation of BFE. For planning purposes,
preliminary BFE on-dock dates are set forth below:
ASA PA 3866 Page 4
Supplemental Ex. BFE1 SA 9
BOEING PROPRIETARY
Preliminary On-Dock Dates: 737-9
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***]
[***]
* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.
ASA PA 3866 Page 5
Supplemental Ex. BFE1 SA 9
BOEING PROPRIETARY
3. Additional Delivery Requirements - Import.
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the
United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service
regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to
such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain
that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”,
including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer
agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer
and BFE supplier.
http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html