Supplemental Agreement No. 3 to Purchase Agreement No. 3866 between The Boeing Company and Alaska Airlines, Inc. Relating to Boeing Models 737-8 and 737-9 Aircraft

CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.  INFORMATION THAT HAS BEEN OMITTED HAD BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE XXXX “[***]”.

Supplemental Agreement No. 3 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 June 26, 2015, 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);

WHEREAS, Customer agrees to pay Boeing its advance payment due in [***]

WHEREAS, [***]

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. 3.

2.    Advance Payments.

[***]

The 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.

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

THE BOEING COMPANY            ALASKA AIRLINES, INC.

By: _______________________        By: _______________________

Its: ________________________        Its: ________________________

[***]