Southwest Appeals Delta Ruling

Case: 16-10051
Document: 00513477354
Page: 1
Date Filed: 04/22/2016
No. 16-10051
In the
United States Court of Appeals
for the Fifth Circuit
City of Dallas,
Plaintiff/Appellee,
v.
Delta Air Lines, Inc.,
Defendant/Appellee,
v.
Southwest Airlines Co.,
Defendant/Appellant.
Appeal from the United States District Court

for the Northern District of Texas
Honorable Ed Kinkeade, United States District Judge
BRIEF OF APPELLANT
Russell S. Post
BECK REDDEN LLP
1221 McKinney St., Suite 4500
Houston, Texas 77010
Eric W. Pinker, P.C.

David S. Coale
Kent D. Krabill
Britta Erin Stanton
LYNN PINKER COX & HURST, LLP
2100 Ross Avenue, Suite 2700
Dallas, Texas 75201
Attorneys for Appellant
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IDENTITY OF PARTIES AND COUNSEL

The undersigned counsel of record certifies that the following listed
persons and entities as described in the fourth sentence of 5th Cir. R. 28.2.2
have an interest in the outcome of this case. Those representations are
made in order that the judges of this Court may evaluate possible
disqualification or recusal.
1.
Defendant-Appellee:
Delta Air Lines, Inc.
2.
Counsel for DefendantAppellee:
William B. Dawson
Ashley E. Johnson
Russ Falconer
Karl Nelson
Gibson, Dunn & Crutcher LLP
2100 McKinney Avenue, Suite 1100
Dallas, TX 75201-6912
3.
Plaintiff-Appellee:
City of Dallas
4.
Counsel for PlaintiffAppellee:
Peter B. Haskel
Christopher J. Caso
Jennifer A. Brissette
Stacy Jordan Rodriguez
Matthew K. Saliba
Petrina L. Thompson
Dallas City Attorneys Office
1500 Marilla Street, Room 7BN
Dallas, TX 75201-6622
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Peter Kirsch
Nate Hunt
Kaplan Kirsch & Rockwell
1675 Broadway, Suite 2300
Denver, CO 80202
5.
Defendant-Appellant:
Southwest Airlines Co.
6.
Counsel for DefendantAppellant:

David S. Coale
Kent D. Krabill
Britta Erin Stanton
Lynn Pinker Cox & Hurst, LLP
Dallas, TX 75201
Russell S. Post
Beck Redden LLP
7.
Defendant in Trial Court

Not Party to Appeal:
Virgin America Inc.
8.
Counsel:
John R. Robertson
Hogan Lovells LLP
555 13th St. NW
Washington, DC 20004
Barry Barnett
Susman Godfrey L.L.P.
901 Main Street, Suite 5100
Dallas, TX 75202
9.

United Airlines, Inc.
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10.
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Counsel:
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John K. Grantham
Akin Gump Strauss Hauer & Feld
LLP
1111 Louisiana St., Floor 44
Houston, TX 77002
J. Eric Gambrell
LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201-4675
11.

Seaport Airlines, Inc.
12.
Counsel:
John R. Robertson
Hogan Lovells LLP
555 13th St. NW
Barry Barnett
Susman Godfrey L.L.P.
901 Main Street, Suite 5100
Dallas, TX 75202
13.

United States Department of

Transportation
14.
Counsel:
David M. Glass
Senior Trial Counsel
U.S. Department of Justice
Civil Division
20 Massachusetts Avenue NW,
Room 7200
Washington, DC 20530-0001
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Susan K. Ullman
Civil Division
Federal Programs Branch
20 Massachusetts Avenue, N.W.,
Room 7146
15.

The Federal Aviation

Administration
16.
Counsel:
David M. Glass
Civil Division
20 Massachusetts Avenue NW,
Room 7200
Susan K. Ullman
Civil Division
Federal Programs Branch
20 Massachusetts Avenue, N.W.,
Room 7146
17.

American Airlines, Inc.
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18.
Counsel:
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Michael V. Powell
C. Scott Jones
Locke Lord LLP
Dallas, TX 75201
/s/ Eric W. Pinker
Attorney of Record for Southwest Airlines Co.
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STATEMENT REGARDING ORAL ARGUMENT

This case presents an important issue about the ability of Southwest
Airlines to fully use its leasehold rights at Dallas Love Field without
interference from Delta Air Lines, who has no lease rights there. Southwest
believes that oral argument would help the Court in its review of that
significant issue and the relevant record.
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TABLE OF CONTENTS
Identity of Parties and Counsel............................................................................. i
Statement Regarding Oral Argument ................................................................ vi
Table of Contents ................................................................................................. vii
Table of Authorities .............................................................................................. ix
Jurisdictional Statement ..................................................................................... xiv
Issues Presented .................................................................................................. xvi
Statement of the Case .............................................................................................1
A.
History of Southwest and Love Field ..............................................1
B.
Southwest Preferentially Leases Sixteen Love Field Gates ..........7
C.
Southwest Preferentially Leases Two More Gates ......................11
D.
Southwests Post-Wright Amendment Expansion ......................12
E.
Deltas Request for Accommodation .............................................14
F.
Procedural Background ...................................................................17
Summary of Argument ........................................................................................20

Standard of Review ...............................................................................................24
Argument ...............................................................................................................24
A.
The district court erred in finding that Delta had a

substantial likelihood of success on its claims. ............................24
1.
As a matter of law, Delta is not a third-party

beneficiary of the Lease. .......................................................25
a)
The Lease makes no express statement of intent

to benefit any third party, including Delta. ............26
b)
The district court distorted the text and structure

of Section 4.06.F. ..........................................................31
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c)
The district courts interpretation is contrary

to key principles of federal aviation law
from which the accommodation provision of
the Lease arise. .............................................................36
d)
Deltas declaratory judgment claim does not

let it create rights that do not exist. ...........................40
As a matter of law, Southwest did not breach any

accommodation obligation under the Lease. .....................40
a)
Unambiguous Lease terms control. ..........................40
b)
Southwest did not breach the unambiguous

terms of the Lease. ......................................................44
c)
At the very least, the district court erred as a

matter of law by imposing a perpetual
accommodation, without regard to Southwests
right to expand service. ...............................................45
B.
The Citys declaratory judgment claim does not create a

basis for injunctive relief. ................................................................50
C.
The district court erred by not granting a preliminary

injunction to Southwest. ..................................................................53
Conclusion..............................................................................................................59
Certificate of Service .............................................................................................62
Certificate of Compliance ....................................................................................63
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TABLE OF AUTHORITIES
Cases
41 North 73 West, Inc. v. DOT, 408 Fed. Appx. 393 (2d Cir. 2010) .................39
Aguilar v. Trujillo, 162 S.W.3d 839 (Tex. App.El Paso 2005,
pet. denied).........................................................................................................54
Airborne Tactical Advantage C. v. Peninsula Airport Commn,
No. 05-CV-0166, 2006 WL 753016 (E.D. Va. Mar. 21, 2006) .......................39
Al Rushaid v. National Oilwell Varco, Inc., 757 F.3d 416
(5th Cir. 2014) .............................................................................................. 43, 49
Ali v. Quarterman, 607 F.3d 1046 (5th Cir. 2010) ............................................. xiii
Allan v. Nersesova, 307 S.W.3d 564 (Tex. App.Dallas 2010, no pet.) .... 25, 29
Anadarko Petroleum Corp. v. Williams Alaska Petroleum, Inc.,
737 F.3d 966 (5th Cir. 2013) ..............................................................................43
Aransas Project v. Shaw, 775 F.3d 641(5th Cir. 2014) .........................................24
Armstrong v. Exceptional Child Center, Inc., 135 S. Ct. 1378 (2015) ..................38
Astra USA v. Santa Clara County, 563 U.S. 110 (2011) ................................ 37, 39
Bank of New York v. Chesapeake 34771 Land Trust, 456 S.W.3d 628
(Tex. App.El Paso 2015, pet. denied) ..........................................................35
Beathard Joint Venture v. W. Hous. Airport Corp., 72 S.W.3d 426
(Tex. App.Texarkana 2002, no pet.) ............................................... 53, 54, 55
Bluefield Water Ass'n, Inc. v. City of Starkville, 577 F.3d 250
(5th Cir. 2009) .....................................................................................................24
Brown v. Fullenweider, 52 S.W.3d 169 (Tex. 2001) (per curiam).......................32
Bynum v. Prudential Resid. Serv., 129 S.W.3d 781 (Tex. App.
Houston [1st District.] 2004, no pet.) ..............................................................50
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Cardoni v. Prosperity Bank, 805 F.3d (5th Cir. 2015)......................................... xiii

Cargill v. Buie, 343 S.W.2d 746 (Tex. Civ. App.Texarkana 1960,
writ refd n.r.e.) ..................................................................................................54
Cockrell v. Republic Mortgage Ins. Co., 817 S.W.2d 106 (Tex. App.
Dallas 1991, no writ) .........................................................................................50
Columbia Gas Transmission Corp. v. New Ulm Gas, Ltd., 940 S.W.2d 587
(Tex. 1996)...........................................................................................................49
Commr of Internal Revenue v. Mercantile Natl Bank, 276 F.2d 58
(5th Cir. 1960) .....................................................................................................59
DaimlerChrysler Corp. v. Cuno, 547 U.S. 332 (2006) ...........................................52
Dolan v. City of Tigard, 512 U.S. 374 (1994) ........................................................55
Equitable Recovery, LP v. Health Ins. Brokers of Texas, LP, 235 S.W.3d 376
(Tex. App.Dallas 2007, pet. denied) ...........................................................50
Excel Willowbrook, LLC v. JP Morgan Chase Bank, 758 F.3d 592
(5th Cir. 2014) .....................................................................................................25
Fleetwood Enterprises, Inc. v. Gaskamp, 280 F.3d 1069 (5th Cir. 2002) ....... 26, 27
Friends of East Hampton Airport, Inc. v. Town of East Hampton,
___ F. Supp.3d ___, 2015 WL 3936346 (E.D. N.Y. June 26, 2015)................38
Friends of the Earth, Inc. v. Laidlaw Envtl. Services (TOC), Inc.,
528 U.S. 167 (2000) .............................................................................................52
G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502 (Tex. 2015) .....34
Haile v. Disc. Shuttle, Inc., 05-98-00623-CV, 2000 WL 1035752
(Tex. App.Dallas July 25, 2000, no pet.) .....................................................27
Heil Trailer Intl Co. v. Kula, 542 Fed. Appx 329 (5th Cir. 2013) .....................54
Horton v. Liberty Mutual Ins. Co., 367 U.S. 348 (1961) .......................................59
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Houston Expl. Co. v. Wellington Underwriting Agencies, Ltd.,

352 S.W.3d 462 (Tex. 2011) ...............................................................................43
Iliff v. Iliff, 339 S.W.3d 74 (Tex. 2011) ..................................................................35
In re Boyd Veigel, P.C., 575 Fed. Appx 393 (5th Cir. 2014) ..............................51
Interface Group, Inc. v. Mass. Port Auth., 816 F.2d 9 (1st Cir. 1987) .................37
Lewis v. Casey, 518 U.S. 343 (1996) .......................................................................52
Liberto v. D.F. Stauffer Biscuit Co., 441 F.3d 318 (5th Cir. 2006) .......................33
Loyd v. ECO Resources, Inc., 956 S.W.2d 110 (Tex. App. Houston
[14th Dist.] 1997, no pet.)..................................................................................28
Maddox v. Vantage Energy, LLC, 361 S.W.3d 752 (Tex. App.Fort Worth
2012, pet. denied) ..............................................................................................27
Mathis v. DCR Mortgage III Sub I, LLC, 389 S.W.3d 494 (Tex. App.
El Paso 2012, no pet.) ........................................................................................58
McCardell v. U.S. Dept. of Hous. & Urban Dev., 794 F.3d 510
(5th Cir. 2015) .....................................................................................................53
McCasland v. City of Castroville, 514 Fed. Appx 446 (5th Cir. 2013)...............37
MCI Telecommunications Corp. v. Texas Util. Elec. Co., 995 S.W.2d 647
(Tex. 1999).................................................................................................... 26, 28
MedImmune, Inc. v. Genentech, Inc., 549 U.S. 118 (2007) ...................................52
Methodist Hosps. of Dallas v. Wal-Mart Stores, Inc.,
CIV.A. 3:02-CV-0656-, 2003 WL 21266775 (N.D. Tex. May 30, 2003) ........26
Meyer v. WMCO-GP, LLC, 211 S.W.3d 302 (Tex. 2006) ....................................50
MJR Corp. v. B & B Vending Co., 760 S.W.2d 4 (Tex. App.
Dallas 1988, writ denied)..................................................................................27
Nalle v. Taco Bell Corp., 914 S.W.2d 685 (Tex. App.Austin 1996,
writ denied) ........................................................................................................35
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Natl Health Res. Corp. v. TBF Financial, 429 S.W.3d 125 (Tex. App.
Dallas 2014, no pet.) ..........................................................................................44
Neely v. Bankers Trust Co., 757 F.2d 621 (5th Cir. 1985) ....................................33
Northbrook Nat'l Ins. Co. v. Brewer, 110 S. Ct. 297 (1989) ..................................59
Northwest Airlines, Inc. v. County of Kent, Mich., 955 F.2d 1054
(6th Cir. 1992), affd, 510 U.S. 355 (1994).........................................................37
OConnor v. Smith, 427 Fed. Appx 359 (5th Cir. 2011).....................................54
Opulent Life Church v. City of Holly Springs, 697 F.3d 279 (5th Cir. 2012) ......55
Phillips v. Marine Concrete Structures, Inc., 895 F.2d 1033 (5th Cir. 1990)
(en banc) ............................................................................................................59
Rubin v. United States, 449 U.S. 424 (1981) .........................................................59
S. Texas Water Auth. v. Lomas, 223 S.W.3d 304 (Tex. 2007) ..............................28
Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667 (1950) ..............................40
Smith v. Livingston, No. 12-20379, 2015 WL 6437234
(5th Cir. Oct. 23, 2015) ......................................................................................41
Southwest Airlines Co. v. Texas Intl Airlines, Inc., 546 F.2d 84
(5th Cir. 1977) .......................................................................................................1
Stine v. Stewart, 80 S.W.3d 586 (Tex. 2002) .........................................................29
Tawes v. Barnes, 340 S.W.3d 419 (Tex. 2011) ......................................................26
Tenneco, Inc. v. Enterprise Prods. Co., 925 S.W.2d 640 (Tex. 1996) ...................50
Texas v. United States, 809 F.3d 134 (5th Cir. 2015) ...........................................25
Town of Flower Mound v. Stafford Estates, 135 S.W.3d 620 (Tex. 2004) ............55
Statutes
14 C.F.R Part 16......................................................................................................38
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14 C.F.R. 13.3, 13.5(a), 16.23(a), 16.29(a), 16.109...........................................38

28 U.S.C. 1292(a)(1) ........................................................................................... xii
49 U.S.C. 47107(a)(1) ................................................................................... 36, 38
49 U.S.C. 47107(a)(4) ..........................................................................................36
563 U.S. at 118 ........................................................................................................37
Wright Amendment Reform Act of 2006, PL 109-352, Oct. 13, 2006,
120 Stat 2011 ............................................................................................... passim
Other
BLACKS LAW DICTIONARY 979 (6th ed. 1990) .....................................................34

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JURISDICTIONAL STATEMENT
This Court has jurisdiction over the preliminary injunction rulings in
this case under 28 U.S.C. 1292(a)(1). That jurisdiction extends to other
rulings that are inextricably intertwined with the injunction rulings. See
Cardoni v. Prosperity Bank, 805 F.3d 573, 579 (5th Cir. 2015) (citing Ali v.
Quarterman, 607 F.3d 1046, 1048 (5th Cir. 2010)).
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ABBREVIATIONS AND RECORD REFERENCES

Southwest refers to Appellant Southwest Airlines Co.
Delta refers to Appellee Delta Air Lines, Inc.
City refers to Appellee City of Dallas.
DFW Airport refers to Dallas/Fort Worth International Airport.
ROA.___:___ refers to the Record on Appeal at the indicated page,
and where applicable, line number.
Lease refers to Exhibit 25, the Amended and Restated Lease of
Terminal Building Premises lease between Southwest and the City.
ROA.7219 et seq. Sublease refers to Exhibit 80, Southwests sublease of
gates formerly leased by United Airlines. ROA.7626 et seq.
Because the material terms of the Lease and Sublease are the same,
this brief follows the district courts convention and simply refers to the
Lease in discussion of Southwests and the Citys legal rights and
obligations.
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ISSUES PRESENTED
The Lease says:
Airline is granted the preferential use of its assigned Gate(s).
At those times that Airline has no scheduled use for one or
more of its assigned Gate(s), Airline will allow other scheduled
and non-scheduled airlines authorized by the City to use
Airport facilities to use such Gate(s), as circumstances and the
public interest may require, for loading and unloading only,
but in no event shall said use by others take precedence over
Airlines scheduled use[.]
and:
In case of a conflict between schedules of the Signatory Airline
and the Requesting Airline, the Signatory Airline will have
priority in use of its personnel and its Leased Premises.
1.
Did Delta have a right to sue under the Lease, given that it is not a
party to the Lease, not mentioned in the Lease, and the Lease makes
no express statement of any intent to benefit Delta?
2.
Did the trial court err by granting the City a preliminary injunction,
given that the City has made no decision to require accommodation,
and thus not triggered any obligation by Southwest to honor such a
request?
3.
Did the trial court err by granting Delta a preliminary injunction that
denied Southwest its preferential use rights and elevated those of
Delta a nonparty above Southwests?
4.
Did the trial court err by denying Southwest a preliminary injunction

to enforce its preferential use rights under the Lease?
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STATEMENT OF THE CASE

This case is about the enforcement of Southwests preferential rights
under the Lease against Delta, a stranger to the Lease with no such rights.
The plain terms of the Lease establish Southwests rights to fully use its
gates, as well as Deltas lack of authority to sue on the Lease or challenge
those rights. The history of Love Field and its regulation support
Southwests reading of the Lease. Because the Lease terms are clear and
consistent with the unique business context of Love Field operations, the
district court erred as a matter of law by not enforcing them and granting
Delta, a nonparty to the Lease, greater rights than Southwest, the actual
leaseholder.
A.
History of Southwest and Love Field

Southwest has paid an enormous cost, over almost fifty years, to keep
Love Field open and secure its current preferential lease rights. Indeed,
Love Field exists today because of Southwests dogged determination to
keep it operating in the 1970s and 1980s in the face of great opposition.1 See,
e.g., Southwest Airlines Co. v. Texas Intl Airlines, Inc., 546 F.2d 84, 102-03 (5th
Cir. 1977) (Wisdom, J.) (This is the eighth time in three years that a federal
1
See ROA.6831:1-17.
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court has refused to support the eviction of Southwest Airlines from Love
Field. Precisely worded holdings and deference to state authorities by the
federal judiciary have only generated more suits, appeals, and petitions for
rehearings. Once again, we repeat, Southwest Airlines Co. has a federally
declared right to the continued use of and access to Love Field, so long as
Love Field remains open.)
More recently, Southwest invested hundreds of millions of dollars to
rebuild and reinvigorate Love Field to better serve North Texas travelers.2
And, beginning in October 2014 with the expiration of the Wright
Amendment restrictions, Southwest added dozens of new nonstop routes
at Love Field, significantly benefitting North Texas consumers with more
low-fare travel options.3
Until
October
13,
2014,
the
Wright
Amendment
restricted
Southwests ability to fly nonstop to and from Love Field to a five-state

service area (later expanded to nine).4 These limits artificially suppressed
ROA.6823:4-23, 6824:3-13.
ROA.6989:10-15, 7004:10-7007:13.
4 The Wright Amendment, named for its sponsor, House Speaker Jim Wright of Fort
Worth, was signed into law in early 1980 to protect the newly-built DFW Airport
against competition from Love Field. Pub. L. No. 96-192, 29, 94 Stat. 35, 48-49 (1980);
see also Love Terminal Partners v. United States, 97 Fed. Cl. 355, 364 (2011). Controversial
2
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Southwests Love Field service far below the capacity of its leased gates.
When it became clear that the Wright Amendment was an outdated relic,
Southwest, the Cities of Dallas and Fort Worth, DFW Airport, and
American Airlines (American) reached a historic compromise on July 11,
2006, called the Five Party Agreement, in which they agreed to seek
legislation to repeal the Wright Amendment and free Southwest from most
of the limits on its Love Field operations.5
To reach that compromise, the parties agreed to permanently reduce
the number of gates at Love Field to twenty from thirty-two.6 In return for
Southwest agreeing to such a significant and permanent reduction in the
gates available to it, the parties agreed to (among other things): (1) remove
most geographic restrictions on flights from Love Field after October 13,
2014, (2) allocate to Southwest the preferential use of 16 gates under its
existing lease to be used for passenger operations, and (3) allocate two
gates to American and two gates to ExpressJet Airlines, Inc., a predecessor
from the beginning, the Wright Amendment was the subject of several amendments,
followed by repeal efforts. See Love Terminal Partners, 97 Fed. Cl. at 366.
5
ROA.7208 et seq.
ROA.7210 3, 7211 5.
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to United Airlines, Inc. (United).7 These were initial allocations, and the
Agreement imposed no restrictions on sale or transfer by the parties.
As part of the compromise, the Five Party Agreement also effectively
restricted Southwests service in the Dallas-Fort Worth market to Love
Field. Recognizing that DFW Airport and Love Field serve the same
geographic market (the very reason Congress enacted the Wright
Amendment), Section 10 provided that if Southwest leased gates at DFW
Airport, it had to give up an equivalent number of gates at Love Field (up
to eight gates).8
Finally, given the permanent reduction in Love Field gates from
thirty-two to twenty, and Southwests related commitment to operate only
at Love Field (at the risk of having to cede gates if it operated at DFW), the
Five Party Agreement contemplated future requests by other carriers
seeking to provide service at Love Field and provided that the lease terms
between the City and a Signatory Carrier (such as Southwest) would
control gate accommodation:
To the extent a new entrant carrier seeks to enter Love Field,
the City of Dallas will seek voluntary accommodation from its
ROA.7210 3.b.
8 ROA.7212 10.
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existing carriers to accommodate the new entrant service. If the

existing carriers are not able or are not willing to accommodate
the new entrant service, then the City of Dallas agrees to
require the sharing of preferential lease gates, pursuant to
Dallas existing lease agreements.9
Entirely focused on its hub at DFW Airport,10 Delta neither played
nor sought to play a role in these negotiations.11 As a result, Delta also had
no part in the later Congressional hearings about the legislation related to
the Five Party Agreement, and was not allocated gate space at Love Field.
Instead, the Five Party Agreement divided gates proportionally among
then-current users.12
Congress approved the Five Party Agreement by enacting the Wright
Amendment Reform Act (WARA),13 which codified many key provisions
of the Five Party Agreement. As set forth in the Five Party Agreement,
WARA protected the preferential lease of Signatory Airlines (including
Southwest), requiring that the terms of the Lease would control any later
dispute over gate space allocation. Specifically, in recognition of the fact
ROA.7210 3.b (emphasis added).

10 ROA.7000:23-7001:1.
11 ROA.6833:23-6834:2.
12 See ROA.7210 3.b.
13 ROA.7623 et seq. (Wright Amendment Reform Act of 2006, PL 109-352, Oct. 13,
2006, 120 Stat. 2011).
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that gates would likely become scarce resources due to the fixed number of
gates and increased demand for them, the Lease expressly included a
provision governing when, how and whether accommodation would be
required, and the Five Party Agreement provided that the city of Dallas
shall honor the scarce resource provision of the existing Love Field
Leases.14 Indeed, Congress went even further, providing that WARA:
shall not be construed to require the City of Dallas . . . to
modify or eliminate preferential gate leases with air carriers in
order to allocate gate capacity to new entrants or to create
common use gates, unless such modification or elimination is
implemented on a nationwide basis.15
In other words, WARA prohibits governmental interference with
Southwests preferential property rights at Love Field, unless the U.S.
Department
of
Transportation
(DOT)
or
the
Federal
Aviation
Administration (FAA) acts on a nationwide basis to modify or eliminate

preferential gate leases. There has been no such nationwide modification or
elimination of preferential use rights.
Accordingly, under the restrictions stated in the Five Party
Agreement and then codified in WARA, the City cannot add gates at Love
ROA.7624 5(a) (emphasis added).
ROA.7625 5(e)(2)(B) (emphasis added). WARAs references to gates address the
new gates to be leased after its enactment, see ROA.7624 5(a), 7625 (e)(2)(A).
14
15
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Field, and Southwest effectively cannot operate from any other airport in
the Dallas-Fort Worth area. As the district court noted, these growth
restraints are unique in United States commercial aviation.16
B.
Southwest Preferentially Leases Sixteen Love Field Gates

Moving forward pursuant to WARA, on February 13, 2009,
Southwest and the City entered into a lease for sixteen Love Field gates.17
Section 4.06.C of the Lease specifically grants Southwest the preferential
use of its assigned Gate(s), which means that Southwests use of its gates
takes precedence over that of any other airline:
At those times that [Southwest] has no scheduled use for one or
more of its assigned Gate(s), [Southwest] will allow other
scheduled or nonscheduled airlines authorized by the City to
use Airport facilities to use such Gate(s), as circumstances and
the public interest may require, for loading and unloading only,
but in no event shall said use by others take precedence over
Airlines scheduled use.18
Reinforcing this preferential property right, section 4.06.F.4.a of the Lease
makes clear that in case of a conflict between schedules of [Southwest]
ROA.6188-89.
17 ROA.7219 et seq. (Amended and Restated Lease of Terminal Building Premises).
The Lease term extends to September 30, 2028. ROA.7240 3.01.
18 ROA.7244 4.06.C (emphasis added).
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and [any other airline], [Southwest] will have priority in use of its
personnel and its Leased Premises.19
In addition to defining the preferential property rights leased by
Southwest from the City, the Lease also creates a process by which an
airline not currently operating at Love Field can apply for temporary
accommodation to use Southwests gates when Southwest is not using
them.20 That detailed process reinforces and emphasizes Southwests
preferential use rights.
The specific Lease section 4.06.F, entitled Accommodation of
Requesting Airlines says that a Requesting Airline may be allowed to
use unallocated or unused gate space in certain circumstances, but only at
such times that will not unduly interfere with [Airlines] operating
schedule[.]21 The City is designated to oversee and manage the evaluation
of an accommodation request, as follows:
the Requesting Airline must submit its request for gate space to
the City;22
ROA.7246 4.06.F.4.a (emphasis added).

20 See ROA.7245 4.06.C., F.
21 ROA.7245 4.06.F (emphasis added).
22 Id. 4.06.F.1.
19
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once the Requesting Airline has shown the City that it has
contacted all lease-holding airlines (identified as the Signatory
Airlines in the Lease) and has been unable to secure
accommodation, then the City will seek a voluntary
accommodation from one of the Signatory Airlines;23
if no Signatory Airline is able or willing to voluntarily

accommodate the Requesting Airline, the City may select a
Signatory Airline to accommodate the request, but the City
must provide a reason for its selection as well as the
opportunity for the Signatory Airline to comment on or dispute
the selection; 24
unless the City rescinds [its] selection within 30 days, the

Signatory Airline then will accommodate the Requesting
Airline by sharing a portion of its Leased Premises.25
As to Southwest, this entire process is subject to its preferential use rights

on the gates it leases, as this section of the Lease makes clear: In case of a
conflict between schedules of the Signatory Airline and the Requesting
Airline, the Signatory Airline will have priority in use of its personnel and
its Leased Premises.26
After a request is granted and again, consistent with Southwests
preferential use rights the Lease requires the City to conduct an ongoing
analysis of whether the Requesting Airlines continued use of the Signatory
Id. 4.06.F.2.
24 ROA.7246 4.06.F.3.
25 Id. 4.06.F.4.
26 ROA.7245 4.06.F (emphasis added).
23
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Airlines gates is still warranted.
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To support this analysis, the Lease
requires that the Signatory Airline give the City a monthly report tracking
[its] Gate assignment and Gate usage data[.]27 If a dispute arises about
schedule conflicts, the Lease requires the City to review available
information regarding the dispute(s) and, in good faith and in a nondiscriminatory manner render a decision, which will be binding on the
Signatory Airline and the Requesting Airline.28
The key witnesses at the preliminary injunction hearing for the
contracting parties the City, Southwest and United shared the same
understanding of Southwests preferential rights under the Lease and
Sublease. Southwests Vice-President of Airport Affairs, Bob Montgomery,
explained that, in Southwests view, the preferential-use right gives [the
leaseholder] the first right to operate [its] schedule as [it] sees fit and
support [its] operation.29 Uniteds Vice President of Corporate Real Estate,
Kate Gebo, testified that a Signatory Airline with a preferential lease has
Id.
28 ROA.7246 4.06.F.4.c.
29 ROA.6825:18-19.
27
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priority over anyone elses schedule.30 And Mark Duebner, the Citys
Director of Aviation responsible for Love Field, testified:
[W]e hold the position that the preferential lease gates give the
signatory carrier first dibs. So if they would want to expand
service, there would be some transition period where they
would be allowed to expand and the accommodation would
end, yes.31
Thus, all parties to the Lease and Sublease agree that a preferential
leaseholder has the ability to add additional flights to a specific gate at a
later point in time, even if such expansion would reduce or terminate a
previously made accommodation of another carrier. Tellingly, Delta read
the Lease that way as well.32
C.
Southwest Preferentially Leases Two More Gates

In mid-2014 Southwest negotiated with United to sublease two more
gates at Love Field.33 Delta (along with several other airlines) also
negotiated with United for those gates.34 United ultimately rejected Deltas
ROA.6761:6-12; see also ROA.6761:23-6762:1.

31 ROA.7041:7-11.
30
32
ROA.6568:12-6570:10 (And Mr. Anastas [manager at Delta] says, This is the key.
Delta will not be able to make long-term plans, because our schedule is the stepchild to
the signatory. ") (emphasis added); ROA.8741 (Ok to summarize what all this says . . .
if we are accommodated, we are always second fiddle, and will have to follow the
schedules of the Signatory.) (emphasis added).
33 ROA.6871:10-15.
34 ROA.6755:3-13, 6768:13-6769:5, 6770:12-6771:11.
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offer and instead reached an agreement in October 2014 to sublease the

gates to Southwest, increasing Southwests total Love Field gates to
eighteen.35 Southwests Sublease with United incorporates the terms of
Uniteds lease with the City, which contains, in all material respects,
identical terms to those in the Southwest Lease.36
Southwest and United submitted the Sublease and asset transfer
agreement to the Department of Justice for Hart-Scott-Rodino antitrust
clearance. The DOJ, after a thorough investigation and consultation with
the DOT, permitted the Sublease take effect without imposing any
conditions.37
D.
Southwests Post-Wright Amendment Expansion

From October 13, 2014 through August 9, 2015, Southwest carried out
an extensive pre-planned process to ramp up to its full post-Wright

ROA.7447 et seq. The Sublease itself dates from January 2015, after the City finally
consented to it. ROA.7626 et seq.
36 ROA.4762.
37 ROA.4763-4766. As required by federal law, the City has prepared a Competition
Plan with further analysis and detail about Love Fields efforts to facilitate
competition.
While Delta argues that this plan requires the City to force
accommodation on Southwest, that plan is informational only. Moreover, like the Five
Party Agreement and WARA, the Competition Plan is explicitly subject to the Citys
contractual accommodation rights and obligations as set forth in the Lease. See, e.g.,
ROA.7873 (In the future the City intends to accommodate requests for access by
applying the gate sharing provisions contained in the current lease provisions which
have been incorporated in Section 4.06.F of the new Restated Lease.).
35
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Amendment capacity at Love Field.38 Southwest expanded its operations

gradually because of the significant anticipated operational issues at the
newly-rebuilt airport.39 By the time of Deltas accommodation request, both
the City40 and Delta41 knew about Southwests intention to expand service
and fully utilize its gates.
As the last stage of this ramp up, on February 26, 2015, Southwest
began selling an additional sixteen flights from Love Field scheduled to
begin August 9, 2015, which brought the total number of flights on its gates
to 180 per day.42 Since August 9, Southwest has operated each of its
eighteen gates at full capacity.43 There is no factual dispute that
Southwests average of ten flights a day per gate means that it now
operates at the practical limits of its Love Field capacity, 44 and the district
court so recognized.45
ROA.6847:16848:15, 6916:3-8; ROA.6710:18-22.

ROA.6847:1-6848:15, 7066:17-7067:2.
40 ROA.7059:11-14, 7065:16-25, 7066:17-7067:2.
41 ROA.6710:18-22; ROA.7067:3-9; ROA.7776-77; ROA.8111.
42 ROA.6176; see also ROA.7818 (notifying Delta the very next day that Southwests
schedule would expand to 180 flights per day in August 2015).
43 ROA.6850:8-18.
44 ROA.6845:25-6846:7, 6855:11-16, 6914:22-6915:1, 6920:11-14, 6930:22-25 (Montgomery:
Southwest believes that the best that we can do is, with our most efficient activity, is to
get to about ten flights per day per gate at Love Field.); [ROA.6453:5-7 (Delta agreeing
38
39
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Consistent with the Five Party Agreement and WARA, Southwests

expansion has focused completely on Love Field. While Southwest
operates the majority of flights from that airport, it still has no presence at
the much larger DFW Airport. In the full Dallas-Fort Worth geographic
market a single market for commercial aviation which includes both Love
Field and DFW Airport Southwests share of the total gates is roughly ten
percent.46 Unlike Love Field, DFW Airport has abundant available gate
space, no restricted times of operation, and no ban on international travel.47
E.
Deltas Request for Accommodation

Deltas current request for accommodation at Love Field is its latest
attempt to obtain valuable gate space for no risk or investment. In 2013,

Delta lobbied the City to amend the Five Party Agreement and the
Signatory Airlines preferential leases to award Delta three gates.48 The City
rejected this proposal.
that 10 flights per day per gate is a lot)]; see also ROA.9058-9063 (stating that Delta
averages 7.7 flights a day per gate at Atlanta and that as they continue to try to cram
more flights into our existing gates, we will incur more gate changes, gate holdouts,
delays, and taxiway congestion.)
45 ROA.6176-77.
46 ROA.6989:2-8.
47 ROA.6560:4-15 (abundant gate space); ROA.6839:3-5 (no restriction on international
travel).
48 ROA.6510:16-20, 6511:16-6512:2, ROA.8011, 8017.
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In late 2013 and early 2014, both Delta and Southwest sought to
obtain two gates that the DOJ required American to divest as a condition of
its merger with US Airways.49 Even though Delta had been operating on
Americans gates under a month-to-month agreement, the DOJ rejected
Deltas bid for a permanent sublease because it was a legacy carrier already
serving the Dallas-Fort Worth market from DFW Airport (where it still
operates today).50 Delta also lobbied the City to convert the divested Love
Field gates into common use gates that Delta could monopolize.51 Again,
the City rejected this proposal.
Delta next hired former DOT officials to lobby the DOT to encourage
the City to force Deltas accommodation by Southwest.52 This tactic also
failed. Many months later, Delta would claim that the DOT had ordered
Deltas accommodation through two letters to the City; however, the DOT
disavowed them, explaining that the two DOT letters were not final
agency actions, and merely provided nonbinding agency guidance, which
ROA.6518:3-12; ROA.6656:14-17; ROA.6869:19-22.

50 ROA.6557:8-12; ROA.8729-32. American ultimately divested its two gates to Virgin
America Airlines effective October 2014.
51 ROA.6511:17-6512:21, 6515:3-15 (discussing Deltas proposal to reorder common-use
preferences to suit Delta). ROA.8081-82, 8089.
52 ROA.9751-56, (Dep. of Robert Rivkin).
49
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urged the City to make a timely decision on Deltas requests for

accommodation, but did not require the City to reach a particular
decision.53
Faced with the fact that its month-to-month agreement for use of
Americans gates would expire when American divested its gates, Delta
began to seek long-term accommodation at Love Field. On June 13, 2014,
Delta asked the City for gate access at Love Field so it could operate five
daily flights to its hub in Atlanta. Delta also demanded that the City change
Deltas expiring month-to-month lease into essentially permanent gate
access.54
When Delta made these requests, Southwest was well into its preplanned ramp up to full post-Wright Amendment capacity, but still had
underused gate space at that time. As a result, Southwest and United
agreed to give Delta temporary access under a license agreement from
October 13, 2014, through January 6, 2015. From the first day, Deltas gate
ROA.9022; see also ROA.9024, 9025, 9027, 9030 (same).

54 ROA.6442:10-12; see also ROA.6923:4-11.
53
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access was intended to be temporary, as Southwest had long planned to

operate all eighteen of its gates at full capacity.55
When this temporary license expired on January 6, United agreed to
let Delta continue to use its gates under a temporary license agreement for
180 more days, ending July 6, 2015. As Southwest explained in a February
2015 letter, the temporary license could not be materially extended beyond
July 6 because of the need to retrofit the space for Southwests published
(and sold) schedule starting in August.56 Nonetheless, several weeks before
July 6, Delta told Southwest and United that it would not vacate the space
to Southwest, and instead had every intention to stay there and fly to
Atlanta indefinitely.57 Delta even told the City that it would hire security
guards to physically stop Southwest from using the gate space when the
temporary license expired.58
F.
Procedural Background
Deltas threats prompted this litigation. On June 17, 2015, the City
sued Delta, Southwest, and others for declaratory relief related to Deltas
ROA.7366-7407; ROA.7408-46 (discussing Project Braveheart in 2013).

56 ROA.7821-22.
57 ROA.261-62.
58 ROA.72-73; ROA.1517-18.
55
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and Southwests operation of flights at Love Field.59 Two days later,

Southwest crossclaimed against Delta for trespass,60 and moved for a
preliminary injunction prohibiting Delta from trespassing on Southwests
gates and a declaration from this Court that Southwest is the sole lawful
operator of the gates after July 6, 2015.61 Delta then brought its own
motion for a preliminary injunction against Southwest,62 followed by a
crossclaim alleging that it was a beneficiary of Southwests Lease.63
At the trial courts insistence, Southwest reluctantly acquiesced to
extend Deltas temporary license to operate at Love Field until the district
court issued a decision after the preliminary injunction hearing.64 The
district court then held a three-day hearing on the parties requests for
preliminary injunctions on September 28-30, 2015.
The trial court issued an opinion and accompanying preliminary
injunction on January 8, 2016. The court found that Delta showed a
likelihood of success on its claim against Southwest for breach of contract,
ROA.37-119.
ROA.149-205.
61 ROA.217.
62 ROA.528.
63 ROA.1559-1614.
64 ROA.6165.
59
60
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as well as its related claim for declaratory judgment, based on Deltas

purported status as a third-party beneficiary of the Lease.65 The court went
on to reject Southwests application for temporary injunction with the
additional holding that there can be no trespass on preferential use
gates.66 It then entered an injunction in Deltas favor, the central part of
which ordered:
Southwest is hereby enjoined from evicting or otherwise
interfering with or preventing Deltas continued use of
Southwests gate(s) at Love Field, or otherwise interfering with
or preventing Deltas continued use of Southwests gate(s) to
operate Deltas five daily flights. Southwest is also enjoined
from adding additional flights on any Southwest gate(s) Delta
uses to operate its five daily flights.67
The opinion concluded with a remarkable judicial disapproval of
Congresss decisions in WARA:
To change this no-growth situation at Love Field, Congress will
need to act. The political powers-that-be can address and
correct these issues that face Love Field and new entrant
airlines through repealing legislation unique to this airport.
Without this change, new entrant airlines, the City, Signatory
Airlines, and the citizens of Dallas will continue to face
dilemmas like this one. The flying public deserves more
courage from its elected officials about travel to and from Love
ROA.6169, 6173.
66 ROA.6185.
67 ROA.6190.
65
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Field. The time for these elected officials to consider an end to

all constraints on Love Field is now.68
SUMMARY OF ARGUMENT
This case is about the enforcement of Southwests rights under its
preferential Lease at Love Field against Delta, a stranger to the Lease with
no
such
rights.
The
Lease
has
unambiguous
provisions
about
accommodation of other carriers on the assigned gates:

[Southwest] is granted the preferential use of its assigned
Gate(s). At those times that [Southwest] has no scheduled use
for one or more of its assigned Gate(s), [Southwest] will allow
other scheduled and non-scheduled airlines authorized by the
City to use Airport facilities to use such Gate(s), as
circumstances and the public interest may require, for loading
and unloading only, but in no event shall said use by others
take precedence over [Southwests] scheduled use[.]
and:
In case of a conflict between schedules of [Southwest] and the
Requesting Airline, [Southwest] will have priority in use of its
personnel and its Leased Premises.
Plainly, these provisions say nothing about Delta. And the key witnesses
for both Southwest and the City agreed that the Lease gives Southwest
priority over airlines requesting accommodation, even if such expansion by
Southwest would terminate a previously made accommodation.
68
Id.
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These terms flow directly from the unique legal framework created
by Congress for Love Field. In WARA, Congress struck a balance that,
among other matters: (1) strictly limits available Love Field gate space,
(2) effectively bars Southwest from expanding to DFW Airport, and
(3) requires the City to recognize the preferential rights of Signatory
Airlines the airlines operating at Love Field when WARA became law
if a new entrant wants to start operations there. Specifically, section 5(a) of
WARA requires adherence to the Lease in connection with any
accommodation decision. Following those Congressional commands, Love
Field has been rebuilt, Southwest has stayed only at Love Field, and the
City and Southwest have entered into leases that give Southwest
preferential use rights to eighteen gates at Love Field.
In granting Deltas motion for preliminary injunction and denying
Southwests, the district court committed two critical errors. First, it
improperly gave Delta the status of a third-party beneficiary under the
Lease, despite the fact that Delta is not a party to it, or even mentioned in it.
Second, the district court eviscerated Southwests right to use its
preferential lease gate space without interference, including the ability to
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gradually ramp up service on those gates after the expiration of the Wright
Amendment restrictions in October 2014.
Delta had no right to bring its claim. While the trial court found that
Delta could sue as a creditor third-party beneficiary of the Lease, that
holding ignores the presumption in Texas law against third-party
beneficiary status, the structure of the Lease (designed to create a neutral
process with no beneficiary in mind), the business context of the Lease
(where Southwest had no motive or duty to obligate itself for the benefit of
a competitor), and federal aviation law (which does not let private litigants
sue to enforce the underlying federal statute).
Even if Delta could assert claims under the Lease as a third-party
beneficiary, the district courts conclusion is wrongly premised on its
criticism of Congress rather than an evaluation of the Lease. The district
court attacked the balance struck by Congress in WARA, calling it
constraining to the point of being out of date, and asking [t]he political
powers that be [to] address and correct these issues that face Love Field
and new entrant airlines through repealing legislation unique to this
airport.
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Based on its judgment about WARA, the trial court effectively

rewrote the Lease to void Southwests preferential use rights. That rewrite
eviscerates Southwests rights in the carefully-drafted and negotiated Lease
between it and the City, by turning a temporary accommodation provision
for under-utilized gates into a permanent, below-market, guaranteed lease
for a nonparty, without regard to the leaseholders anticipated use of the
gates. By narrowly focusing on Deltas accommodation request at the time
it was made, the trial court required Southwest to give Delta an indefinite
accommodation a gate right greater than Southwests right as
leaseholder simply because Delta first requested accommodation before
Southwests ramp-up was complete. In so doing, the trial court found
against the plain language of the Lease, the purpose of WARA, and the
realities of the airline business. And in an unprecedented application of
Texas contract law, the trial courts construction of the Lease voids the
express preferential rights of a party to a contract in favor of giving even
greater rights to a stranger to that contract.
The result granting Deltas application for a preliminary injunction
and denying Southwests was premised on legal errors, and constitutes a
clear abuse of discretion.
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STANDARD OF REVIEW
A party seeking a preliminary injunction must show: (1) a substantial
likelihood of prevailing on the merits; (2) irreparable injury if the injunction
is not granted; (3) that the irreparable injury outweighs any harm to the
other side; and (4) granting the preliminary injunction will not disserve the
public interest. This Court reviews a district court's assessment of these
factors for abuse of discretion. Conclusions of fact are left undisturbed
unless clearly erroneous, while conclusions of law are reviewed de novo.
Cardoni, 805 F.3d at 579 (citing Bluefield Water Ass'n, Inc. v. City of Starkville,
577 F.3d 250, 25253 (5th Cir. 2009)). Accordingly, a district court abuses its
discretion if it relies on erroneous conclusion of law or misapplies the
factual or legal conclusions in its decision. Aransas Project v. Shaw, 775 F.3d
641, 663 (5th Cir. 2014).
ARGUMENT
A.
The district court erred in finding that Delta had a substantial

likelihood of success on its claims.
The district court erred in finding that Delta had a substantial
likelihood of success. Delta is not a third-party creditor beneficiary of the

Lease, and Southwest is not in breach much less, a perpetual breach of
any obligation under the Lease.
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As a matter of law, Delta is not a third-party beneficiary of the

Lease.
Despite the fact that Delta is not a party to the Lease, or even
mentioned in it, the district court let Delta pursue a claim under the Lease
based on its determination that Delta was a creditor third-party
beneficiary with standing to enforce the Lease.69 The district court was
wrong as a matter of law. The Lease makes no express statement of intent
to benefit Delta, as Texas law requires. And the district courts reading of
the Lease distorts the text and structure of the accommodation process in
Section 4.06.F in a way that is inconsistent with key principles of federal
aviation law that underlie the Leases gate accommodation process.70
ROA.6172. The designation as a creditor beneficiary matters because [t]here are

three types of third-party beneficiariesdonee, creditor, and incidental. Donee and
creditor beneficiaries may bring suit to enforce a contract; incidental beneficiaries may
not. Allan v. Nersesova, 307 S.W.3d 564, 571 (Tex. App.Dallas 2010, no pet.). Delta
cannot be a donee beneficiary because it did not receive a gift. See id. (A person is a
donee beneficiary only if a donative intent expressly or impliedly appears in the
contract.).
70 This argument goes to this Courts subject matter jurisdiction as well as Deltas
likelihood of success. As to jurisdiction, Delta had to establish its standing to sue in
order to obtain a preliminary injunction. See, e.g., Texas v. United States, 809 F.3d 134, 150
(5th Cir. 2015). Because Delta did not prove its status as a third-party beneficiary, it
failed to show its standing, and thus could not seek an injunction about Southwests
rights under the Lease. See Excel Willowbrook, LLC v. JP Morgan Chase Bank, 758 F.3d 592,
604 (5th Cir. 2014) (Non-third-party beneficiaries to contracts usually cannot show that
they have suffered an injury to a legally protected interest because contract law does not
recognize and compensate non-third-party beneficiaries for the injuries that they often
suffer when a contracting party fails to comply with a contract.) (Clement, J.,
concurring).
69
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The Lease makes no express statement of intent to benefit

any third party, including Delta.
The district court repeatedly said that Delta had no options or

remedy under the Lease.71 That should have been dispositive of Deltas
claim for breach of the Lease under third-party beneficiary law. Texas law72
presumes that a party who is not named in a contract has no rights under
it. See, e.g., Tawes v. Barnes, 340 S.W.3d 419, 425 (Tex. 2011) (Texas courts
have
maintained
presumption
against
third-party
beneficiary
agreements.); MCI Telecomm. Corp. v. Texas Utilities Elec. Co., 995 S.W.2d
647, 652 (Tex. 1999) ([T]here is a presumption against, not in favor of,
third-party beneficiary agreements.). The intention to contract or confer a
direct benefit to a third-party must be clearly and fully spelled out or
enforcement by the third party must be denied. Fleetwood Enterprises,
Inc. v. Gaskamp, 280 F.3d 1069, 1075 (5th Cir. 2002) (quoting MCI, 995
S.W.2d at 651).73 That demanding standard is not satisfied in this case.
ROA.6157, 6173.
Neither the parties nor the district court has disputed the application of Texas law to
the Lease.
71
72
See also Methodist Hosps. of Dallas v. Wal-Mart Stores, Inc., CIV.A. 3:02-CV-0656-, 2003
WL 21266775, at *7 (N.D. Tex. May 30, 2003) (finding no intent to directly benefit
plaintiff because [T]he detailed provisions of the agreement reflect the intentions of
[the contracting parties] to contract for themselves in order to carry out this
relationship, not to benefit any third party); Tawes, 340 S.W.3d 419, 428 (Tex. 2011)
73
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Delta made no showing that it was named in the Lease and thus
lacked the right to sue upon the Lease. Indeed, the Lease makes no express
statement that any third party has rights to enforce it.74 As such, Deltas
claim to third-party beneficiary status must rest on an inference from other
language in the Lease.
The district court focused on Section 4.06.F, which authorizes the City
to require Southwest to accommodate additional airlines at its preferentialuse gates if it has gate space available, concluding that Delta was a thirdparty beneficiary of this provision. But this Court squarely rejects the
proposition that a party becomes a third-party beneficiary merely because
it has a substantial interest in a contracts enforcement. Fleetwood
Enterprises, 280 F.3d 1069 at 1075 (quoting Loyd v. ECO Resources, Inc., 956
([T]he JOA Royalty Provision refers only to consenting and non-consenting parties
generally.); Maddox v. Vantage Energy, LLC, 361 S.W.3d 752, 758-59 (Tex. App.Fort
Worth 2012, pet. denied). ([T]he group composition could change on a daily or hourly
basis as mineral owners in neighborhoods participating in SFWA executed leases with
other companies.); Haile v. Disc. Shuttle, Inc., 05-98-00623-CV, 2000 WL 1035752, at *2
(Tex. App.Dallas July 25, 2000, no pet.) (While the contract may express an intent to
benefit Appellants, the obligation is not clearly and fully spelled out in the contract. The
contract does not identify the shuttle bus drivers who had existing contracts with TBS
or which contracts Feller disclosed to Noble on or before the date of closing.); MJR
Corp. v. B & B Vending Co., 760 S.W.2d 4, 15 (Tex. App.Dallas 1988, writ denied)
(denying third-party beneficiary status when it was not unmistakable that a benefit to
the third party was within contemplation of the primary contracting parties).
74 ROA.7291 14.20. Note that the Five Party Agreement expressly disclaimed creation
of any third-party beneficiaries. ROA.7215 11.
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S.W.2d 110, 134 (Tex. App. Houston [14th Dist.] 1997, no pet.)).75 Here,
no contract language says clearly that Section 4.06.F was intended to benefit
new entrant airlines. The district courts contrary analysis is thus
unsupportable.
That analysis begins with an erroneous conclusion: The Court finds
Delta is a creditor beneficiary because the duty owed to Delta is a
contractual obligation or some other legally enforceable commitment under
the Lease Agreement.76 This conclusion is a non sequitur and reflects the
district courts misunderstanding of third-party beneficiary law. By
definition, all third-party beneficiaries are owed contractual obligations;
the only purpose of the doctrine is to distinguish non-signatories who can
demand compliance with a contractual obligation from those who cannot.
Thus, declaring a party to be a creditor beneficiary because it is owed a
contractual obligation begs the question. In fact, the error is even worse,
because the alleged promisee must owe a separate obligation to the
See also S. Texas Water Auth. v. Lomas, 223 S.W.3d 304, 306 (Tex. 2007) (holding that
incidental benefits . . . do not confer the right to enforce the contract); accord MCI
Telecommunications Corp. v. Texas Utilities Elec. Co., 995 S.W.2d 647, 651 (Tex. 1999) (The
fact that a person might receive an incidental benefit from a contract to which he is not a
party does not give that person a right of action to enforce the contract.).
76 ROA.6172.
75
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plaintiff from the one sued upon. See, e.g., Stine v. Stewart, 80 S.W.3d 586,
590 (Tex. 2002) (preexisting promissory note); Allan v. Nersesova, 307 S.W.3d
564, 571 (Tex. App.Dallas 2010, no pet.) (separate provision in
condominium documents). Here, neither the City nor Southwest owed any
separate obligation to Delta.
Rather than rely on a separate obligation, the district court relied
on the alleged obligation in Section 4.06.F the very subject of Deltas
claim. This ruling fundamentally distorts third-party beneficiary doctrine.
The district courts analysis is founded on the mistaken belief that Section
4.06.F would be meaningless without a third-party beneficiary to enforce it:
If the City and Southwest as parties to the Lease Agreement did
not intend for a new entrant airline to have the right to
enforce this section, there would be no other way for the
accommodation procedure to work and no remedy for the
new entrant airline should the City and/or Southwest not
comply with their agreement.
There is no reasonable
interpretation of this accommodation provision other than that
the new entrant airline is in fact the only intended
beneficiary. Otherwise, this is superfluous language because
no one benefits from this provision.77
This analysis is wrong.
77
ROA.6173.
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First, it is unclear why the district court believed there would be no

other way for the accommodation procedure to work. In fact, the City
plainly has the power to enforce the accommodation procedure itself.
There is no need to recognize a third-party beneficiary to enforce the
accommodation procedure between the parties to the Agreement. See supra
pp. 8-9 (detailing that procedure).
For the same reason, the district court was wrong to conclude that
unless Delta is a third-party beneficiary with rights under Section 4.06.F,
the accommodation provision is superfluous language because no one
benefits from this provision.78 This interpretation overlooks the fact that
the City benefits from full utilization of the airport, and its right to seek
accommodation under Section 4.06.F if space is available for another
carriers use on a temporary basis. Ensuring full airport use benefits the
citizens of Dallas and satisfies the Citys duties under federal aviation law.
See infra p. 36. One can readily imagine why the City, out of self-interest,
would want to be able to force Southwest to share preferential-use gates if
space was going unused. Thus, the suggestion that Section 4.06.F could
only have been meant to benefit a new entrant airline is fallacious.
78
Id.
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Finally, the district court was wrong to conclude that it could bestow
third-party beneficiary status upon Delta simply because Delta would have
no remedy under the Lease otherwise.79 The point of the presumption
against third-party beneficiary status under Texas law is to prevent courts
from granting third-party rights that the parties did not intend to convey.80
b)
The district court distorted the text and structure of

Section 4.06.F.
Not only does Section 4.06.F lack the sort of explicit language that is
needed to overcome the presumption against third-party beneficiary rights,
but it affirmatively negates such an interpretation. A close examination of
Section 4.06.F reveals no rights to be enforced directly by any third party
against Southwest.
Section 4.06.F simply establishes a process for the City to review
accommodation requests, which may or may not result in an
accommodation order by the City. If such an order is issued, Southwest
may have an obligation to comply with it, but no such order has issued
Id.
80 In addition, the district courts conclusion that Delta would have no remedy unless
it was a third-party beneficiary is mistaken. As explained below, Delta could have
requested administrative action by the FAA if it believed the City had failed to provide
accommodation as required by federal aviation law. See infra p. 38.
79
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here. Far from granting any enforceable rights to third parties, the Lease
accommodation process demonstrates the contracting parties did not
intend to benefit any specific third party. See Brown v. Fullenweider, 52
S.W.3d 169, 170 (Tex. 2001) (per curiam). The district courts contrary
reasoning misconstrues the text and structure of Section 4.06.F.
Viewed as a whole, the text and structure of Section 4.06.F make clear
that no third party has any right to enforce the provisions of that section.
Properly read, any duty to accommodate Delta would arise only if the City
directed Southwest to accommodate Delta (which did not occur in this
situation); Delta has no self-executing right to compel its own
accommodation. This result is clear from the key provisions in Section
4.06.F, which were not addressed by the district court.
The first paragraph of Section 4.06.F contemplates that Southwest has
a qualified obligation, if it is not fully using its space, to accommodate a
requesting airline:
[If a new entrant airline requests to provide service], Airline
agrees to accommodate such Requesting Airline at its Leased
Premises at such times that will not unduly interfere with its
operating schedule and upon such reasonable terms as may be
agreed upon between Airline and the Requesting Airline taking
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into consideration all the

accommodation agreement.81
Page: 50
circumstances
of
such
an
This qualified obligation exists only if the accommodation will not unduly
interfere with [Southwests] operating schedule and only if Southwest
can reach an accommodation agreement with the new entrant. At most,
this language contemplates nothing more than an agreement to agree
between Southwest and a Requesting Airlinewhich is not enforceable
between signatories. See, e.g., Liberto v. D.F. Stauffer Biscuit Co., 441 F.3d
318, 323 (5th Cir. 2006); Neely v. Bankers Trust Co., 757 F.2d 621, 627 (5th Cir.
1985). It thus fails to create enforceable third-party rights.
The rest of Section 4.06.F confirms this conclusion. Anticipating that
Southwest might not grant a request for accommodation, as detailed above,
Section 4.06.F creates a procedure to be followed [t]o insure compliance
with this obligation.
See supra at 8-9. Everything in this procedure
contemplates a decision by the City of Dallas regarding a possible

accommodationnot a unilateral action by a new entrant. Suggesting that
this language represents the sort of clear and unequivocal language
necessary to confer third-party rights is groundless.
81
ROA.7245 4.06.F.
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As such, any enforceable accommodation requirement in Section

4.06.F could arise (at best) only if the City selected a Signatory Airline to
accommodate a Requesting Airline under Section 4.06.F(3)-(4); until then, a
Signatory Airline (like Southwest) has no enforceable obligation to
accommodate a new entrant under the Lease.
Moreover, a Requesting Airline has no right under Section 4.06.F to
compel the City to make an accommodation decision.
The procedure
specified by that section for accommodation decisions states that, when a

Requesting Airline has not been accommodated by a Signatory Airline,
the Director may select a Signatory Airline to accommodate the
Requesting Airline and, in that event, will send written notice to that
Signatory Airline to accommodate Requesting Airline . . . .82
This language gives the City the rightbut not the obligationto
require accommodation by a Signatory Airline under certain circumstances
where the airline is not fully using its leased space. Under Texas law, the
word may is ordinarily permissive.
See G.T. Leach Builders, LLC v.
Sapphire V.P., LP, 458 S.W.3d 502, 525 (Tex. 2015) ([W]e find no basis on
which to conclude that the parties intended the word may to be
82
ROA.7246 4.06.F.3.
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mandatory rather than permissive in this context.).83 This conclusion is

reinforced by the conditional phrase in that event, which also suggests
that the Citys selection is permissive rather than mandatory.
Taken
together, these terms imply that the City has no enforceable obligation to
make an accommodation decision in favor of a Requesting Airline.
Finally, Section 4.06.F.4 reinforces this interpretation when it details
the conditions under which an accommodation directive will be
implemented. Those conditions anticipate a conflict between schedules of
the Signatory Airline and the Requesting Airline,84 and that there may be
a dispute regarding the resolution of scheduling conflicts or the
reasonable fees and charges that may be assessed to a Requesting Airline.85
In that event, the Director (i.e., the City) is given authority to resolve such
a dispute, which will be binding on the Signatory Airline and the
Requesting Airline.
See also Iliff v. Iliff, 339 S.W.3d 74, 81 (Tex. 2011) (the permissive word may imports
the exercise of discretion.); Bank of New York v. Chesapeake 34771 Land Trust, 456 S.W.3d
628, 632 (Tex. App.El Paso 2015, pet. denied) ([T]he term may ordinarily indicates a
permissive construction.); Nalle v. Taco Bell Corp., 914 S.W.2d 685, 687 (Tex. App.
Austin 1996, writ denied) (The word may means possibility, permission, liberty, or
power; it does not indicate a mandatory requirement.) (citing BLACKS LAW
DICTIONARY 979 (6th ed. 1990)).
84 ROA.7246 4.06.F.4.a.
85 Id. 4.06.F.4.c.
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The dispute between Southwest and Delta over Deltas demand for
accommodation falls within this provision, but by granting Delta thirdparty beneficiary standing to sue for accommodation without first securing
a directive from the City, the district court has bypassedand essentially
nullifiedthis contractual dispute resolution procedure.
c)
The district courts interpretation is contrary to key

principles of federal aviation law from which the
accommodation provision of the Lease arise.
The accommodation language in Section 4.06.F derives from the

requirements of the Airport and Airway Improvement Act (AIAA) and
related airport federal grant assurances. The AAIA requires that airports
receiving federal funds, such as Love Field, assure the DOT and FAA in
writing that the airport will be available for public use on reasonable
conditions and without unjust discrimination. 49 U.S.C. 47107(a)(1).
However, it is settled in this Circuit and nationwide that the AAIA creates
no private right of action for alleged violations of the Act or the Grant
Assurances, including their requirements about accommodation language
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such as in Section 4.06.F. See McCasland v. City of Castroville, 514 Fed. Appx
446, 448-49 (5th Cir. 2013).86
Moreover, the Supreme Court holds that when a federal statute does
not allow a private right of action, a party cannot create one by claiming
third-party beneficiary status under a contract that simply incorporates
statutory obligations. In Astra USA v. Santa Clara County, 563 U.S. 110
(2011),
county
sued
pharmaceutical
manufacturers
for
alleged
overcharges in violation of pricing agreements derived from the

requirements of a federal statute. The Supreme Court held that the
plaintiffs had no standing as third-party beneficiaries to the contracts
between the manufacturers and the federal government, finding that the
applicable statute created no private right of action:
The Countys argument overlooks that the [agreements] simply
incorporate statutory obligations . . . and record the
manufacturers agreement to abide by them . . . A third-party
suit to enforce an HHS-drug manufacturer agreement,
therefore, is in essence a suit to enforce the statute itself. The
See also Northwest Airlines, Inc. v. County of Kent, Mich., 955 F.2d 1054, 1058 (6th Cir.
1992), affd, 510 U.S. 355 (1994) ([C]ongress intended that there would be no private
right of action under the AAIA; instead, [C]ongress intended to establish an
administrative enforcement scheme.); Interface Group, Inc. v. Mass. Port Auth., 816 F.2d
9, 14-15 (1st Cir. 1987) (We therefore agree with those courts that have held that [49
U.S.C. 47107(a)(4)86] does not create a private right of action.).
86
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absence of a private right to enforce the statutory ceiling price

obligations would be rendered meaningless if [health care
facilities] could overcome that obstacle by suing to enforce the
contracts ceiling price obligations instead.
563 U.S. at 118 (emphasis added).87
Similarly here, the absence of a
private right to enforce the AAIA and its grant assurances would be
rendered meaningless if Delta could overcome that obstacle by suing to
enforce the Leases accommodation terms as a third-party beneficiary. Id.
Contrary to the district courts conclusion, this result does not render
Section 4.06.F superfluous.88
First, the City has the right to require
accommodation under the appropriate circumstances. And Delta, along

with all other airlines, has a remedy if it believes it has not received proper
accommodation file an administrative complaint with the FAA alleging
that the City, as owner and operator of Love Field, has breached its Grant
Assurance obligations.89 Under federal law, the DOT and the FAA have
See also Armstrong v. Exceptional Child Center, Inc., 135 S. Ct. 1378, 1387-88 (2015)
(More fundamentally, however, the modern jurisprudence permitting intended
beneficiaries to sue does not generally apply to contracts between a private party and
the government. . . . Our precedents establish that a private right of action under federal
law is not created by mere implication, but must be unambiguously conferred.).
88 See ROA.6173.
87
See 14 C.F.R. 13.3, 13.5(a), 16.23(a), 16.29(a), 16.109 (detailing the FAAs
enforcement powers); see also Friends of East Hampton Airport, Inc. v. Town of East
Hampton, ___ F. Supp.3d ___, 2015 WL 3936346, *10 (E.D. N.Y. June 26, 2015)(because of
14 C.F.R Part 16, the lack of a private right of action to enforce grant assurances does
89
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the exclusive power to address such grievances.90 Allowing private

litigants to usurp that power would defeat the purpose of its exclusivity, as
the Supreme Court warned in Astra:
Recognizing the Countys right to proceed in court could
spawn a multitude of dispersed and uncoordinated lawsuits by
[healthcare facilities]. With [the Department of Health &
Human Services] unable to hold the control rein, the risk of
conflicting adjudications would be substantial.
563 U.S. at 120.
The Lease recognizes, incorporates, and implements all of these
concepts from state contract law and federal aviation law. The Lease is a
private contract between the City and Southwest about Southwests
preferential use of the Citys gates at Love Field. The accommodation
language in the Lease flows from a federal law that does not create a
private right of action, and the district court erred when it created such a
right through its misapplication of third party beneficiary law.
not leave an airport user without adequate recourse); 41 North 73 West, Inc. v. DOT, 408
Fed. Appx. 393, *2 (2d Cir. 2010) (FAA enforces compliance with . . . Grant Assurances
by applying procedures delineated in [14 C.F.R. Part 16].).
90 See, e.g., Airborne Tactical Advantage C. v. Peninsula Airport Commn, No. 05-CV-0166,
2006 WL 753016, at *1 (E.D. Va. Mar. 21, 2006) (Courts interpreting 47107 have
uniformly held that airport users have no right to bring an action in federal court
claiming a recipient airports violation of the 47107 grant assurances.) (collecting
cases).
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Deltas declaratory judgment claim does not let it create

rights that do not exist.
The district court also said that Deltas declaratory judgment claim
was a proper basis for the preliminary injunction, but this too was
incorrect. A party with no right to sue on a contract has no right to seek a
declaratory judgment about it; the operation of the Declaratory Judgment
Act is procedural only, and by enacting it, Congress enlarged the range
of remedies available in the federal courts but did not extend their
jurisdiction. E.g., Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 672
(1950). Accordingly, Delta could not overcome its lack of third-party
beneficiary status with a claim for declaratory judgment.
2.
As a matter of law, Southwest did not breach any

accommodation obligation under the Lease.
The unambiguous terms of the Lease and undisputed evidence about

performance shows that Southwest did not breach any accommodation
obligation under the Lease.
a)
Unambiguous Lease terms control.
No party alleged that the Lease was ambiguous. The district court
did not find that the Lease was ambiguous. When interpreting an
unambiguous contract, the court is limited to the plain language in the
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four corners of the document. E.g., Smith v. Livingston, No. 12-20379, 2015
WL 6437234 *2 (5th Cir. Oct. 23, 2015) (citations omitted). The language in
the four corners of the Lease is clear:
Southwest has the unambiguous right to fully use eighteen Love

Field gates over the full multi-year term of the Lease:
[Southwest] is granted the preferential use of its assigned
Gate(s). At those times that [Southwest] has no scheduled use
for one or more of its assigned Gate(s), [Southwest] will allow
other scheduled or nonscheduled airlines authorized by the
City to use Airport facilities to use such Gate(s), as
circumstances and the public interest may require, for loading
and unloading only, but in no event shall said use by others
take precedence over Airlines scheduled use.91
In case of a conflict between the schedules of the Signatory Airline

[Southwest] and the Requesting Airline, the Signatory Airline will
have priority in use of its personnel and its Leased Premises.92
Accommodation of a Requesting Airline is permitted only at such

times that will not unduly interfere with [Signatory Airlines]
operating schedule.93
ROA.7244 4.06.C (emphasis added)).

92 ROA.7246 4.06.F.4.a (emphasis added)).
93 ROA.7245 4.06.F (emphasis added)).
91
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No obligation to accommodate arises at all absent an order from the

City to accommodate Delta.94
Accommodation is never characterized as permanent, indefinite,

or in any way not tied to Southwests flight schedule.95 To the
contrary, the process expressly requires periodic re-evaluation by the
City of gate use.96
The Sublease has identical terms on these points.97 Put simply, Southwests
use of its leased gates has continuing and unrestricted priority over an
accommodation request.
The key witnesses for the City, Southwest and United the sole
parties to the Lease and Sublease at issue shared a common
understanding of the preferential rights that Southwest acquired under the
Leases. See supra pp. 10-11 (summarizing testimony of the Citys Mark
Duebner, Southwests Bob Montgomery, and Uniteds Kate Gebo). Based
on that understanding, Southwest and the City made massive investments
of time, money, and energy in Love Field. See supra p. 2, 12. See Anadarko
ROA.7246 4.06.F.3; see also supra pp. 32-33.

95 See ROA.7244-46.
96 ROA.7245 4.06.F.
97 ROA.4762.
94
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Petroleum Corp. v. Williams Alaska Petroleum, Inc., 737 F.3d 966, 971 (5th Cir.
2013) (We construe the express terms of an agreement, where reasonable,
to be consistent with the applicable course of performance.).
Southwests construction of the Lease also flows naturally from
WARA, which requires that the City manage Love Field consistent with the
Signatory Airlines contractual rights and obligations,98 so that any
decision about accommodating Delta must fully account for Southwests
preferential lease rights. WARA also prohibits accommodation that would
modify or eliminate preferential gate leases with air carriers in order to
allocate gate capacity to new entrants or to create common use gates,
unless such modification or elimination is implemented on a nationwide
basis.99 This language, which sets the commercial framework for Love
Field operations, further underscores the importance of the specific terms
of the Lease. See Al Rushaid v. National Oilwell Varco, Inc., 757 F.3d 416, 41921 (5th Cir. 2014) (emphasizing the importance of commercial context in
contract interpretation) (citing Houston Expl. Co. v. Wellington Underwriting
Agencies, Ltd., 352 S.W.3d 462, 469 (Tex. 2011)).
ROA.7624.
99 ROA.7625 5(e)(2)(B)(ii).
98
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Southwest did not breach the unambiguous terms of the

Lease.
A contract claim requires proof of breach and resulting harm. See, e.g.,
Natl Health Res. Corp. v. TBF Financial, 429 S.W.3d 125, 131 (Tex. App.
Dallas 2014, no pet.). Southwest did not breach the Lease when Delta
requested
accommodation,
as
Deltas
flights
were
voluntarily
accommodated at Love Field, consistently, through June 2015. See supra

p. 16. And Southwest did not anticipatorily breach in June 2015. As shown
above, under the plain terms of the Lease:
1.
Southwest only has to let an airline use its gates if, at that time,
it has no scheduled use;
2.
Delta has no right to accommodation if its proposed schedule

would unduly interfere with Southwests operating schedule;
and
3.
Deltas anticipated August 2015 schedule unduly interfered

with Southwests schedule, because at that time, Southwest
needed full access to its gates in order to implement its own
plans for additional flights.
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Because Southwest was fully using its gates as of August 9, it had no

accommodation obligation then, and could not have breached the Lease as
to Deltas accommodation request.100
Most important, as set forth above, Southwest had no obligation to
grant a request for voluntary accommodation. Any enforceable obligation
could arise only if the City ordered Southwest to accommodate Delta under
the procedure in Section 4.06.f which has not occurred. Thus, Southwest
is not in breach of the Lease, as a matter of law.
c)
At the very least, the district court erred as a matter of

law by imposing a perpetual accommodation, without
regard to Southwests right to expand service.
Even if the district court was justified in finding that Southwest

breached an obligation to accommodate Delta at the time of the original
accommodation request, there is no basis for its additional ruling that such
an obligation continues perpetually. At the very least, any accommodation
obligation expired on August 9, 2015, when Southwest reached full
capacity in its usage of its preferential use gates at Love Field.
At the district courts insistence, Southwest continued to accommodate Delta even

after June, through and after the preliminary injunction hearing. See supra p. 18.
100
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Specifically, the district court found that Southwests operating

schedule was fixed at the time of Deltas request and cannot be expanded
later to defeat Deltas right to accommodation; or, in its words: Southwest
cannot ramp up its flight schedule to thwart the pending accommodation
request by Delta.101 The necessary converse of this holding is that Delta (a
nonparty) can thwart (and in perpetuity, prevent) Southwests full use
simply by requesting accommodation at any point before Southwest has
achieved full use of the gates. This conclusion cannot be correct. It would
be absurd for Southwest to be permanently excluded from use of its
preferentially-leased gates based on a snapshot taken at a single moment in
time, even if Southwest subsequently decided to expand its own schedule
to use the space on which Delta was initially accommodated.
The district courts conclusion is incompatible with the unambiguous
provision that Southwest will have priority in use of the leased gates,102
the provision that an accommodation can only occur at such times that will
not unduly interfere with Southwests scheduled use, and the provision
that in no event shall [accommodated] use by others take precedence over
ROA.6178.
102 ROA.7246 4.06.F.4.a.
101
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[Southwests] scheduled use.103 The only acceptable reading, under the

plain language of the Lease, is to determine the right to accommodation
based on Southwests schedules on a rolling basis as they are published.
This reading draws support from Section 4.06.F, which states that in
order to facilitate the accommodation procedure outlined in that section
(for the City), Airline shall provide City with a monthly report tracking
Airlines Gate assignment and Gate usage data.104 This requirement
strongly implies that accommodation decisions will be continually
reassessed based on monthly utilization data. See also supra pp. 10-11
(witnesses explaining preferential lease rights).
The district court did not explain the basis for its decision to the
contrary; indeed, its holding on this point is not entirely clear. Although
the district court appears to hold that the undue interference decision
turns on published schedules at the time the accommodation request is
made,105 the court proceeded to evaluate evidence in the record
concerning Southwests schedules at several dates after the original request
ROA.7244 4.06(C).
104 ROA.7245-46 4.06.F.
105 ROA.6175.
103
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for accommodation.106 It is not clear whether the district court considered

these different dates material but it is very clear that the courts definition
of undue interference would be satisfied by the evidence that Southwest
announced its intention to increase flight operations to full capacity on
February 26, 2015 (for service effective August 9, 2015).107 The district court
simply refused to give effect to that evidence for the unsupported reason
that Southwest cannot ramp up its flight schedule to thwart the pending
accommodation request by Delta.108 There is neither legal authority nor
logical analysis in the district courts order to support this conclusion.
In short, the district court seems to have turned Section 4.06(F)
upside down. It held the preferential use rights are subject to the
accommodation provision contained in the Lease Agreement,109 when the
Lease expressly (and repeatedly) provides the reverse that the
accommodation obligation is subject to Southwests preferential use rights.
Moreover, such an accommodation obligation makes no sense in the
unique commercial context of Love Field, which must guide any
ROA.6175-77.
107 See ROA.6177; see also ROA.7818.
108 ROA.6178.
109 ROA.6177.
106
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interpretation of the Lease. See Al Rushaid, 757 F.3d at 421; Columbia Gas
Transmission Corp. v. New Ulm Gas, Ltd., 940 S.W.2d 587, 591 (Tex. 1996)
(interpreting contract when it is undisputed that the parties knew that a
huge volume of gas would be deregulated five years in the future).
When Southwest bargained for preferential use rights, it bargained
for the right to use its Love Field gates fully after WARA took full effect
(and shouldered the accompanying risk that passenger demand would not
increase). Consistent with its preferential use rights, Southwest planned
as the City and Delta knew to fully use its gates before Delta ever
requested accommodation. See supra pp. 12-13. Accommodation of Delta
may have been appropriate prior to Southwests full expansion, and Delta
in fact was accommodated during that time voluntarily, by Southwest
and United. But Delta had no right to extend that accommodation
indefinitely.
Indeed, the district courts conclusion, taken to its logical extreme,
would give Delta more rights to gate use an open-ended, permanent right
than Southwest, the actual leaseholder, who remains subject not only to
the specific terms and obligations of the Lease, but now also Deltas whim.
That result is inconsistent with a wide range of Texas cases about the
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appropriate scope of derivative contract rights.110 See generally Tenneco,

Inc. v. Enterprise Prods. Co., 925 S.W.2d 640, 646 (Tex. 1996) (We have long
held that courts will not rewrite agreements to insert provisions parties
could have included or to imply restraints for which they have not
bargained.).
B.
The Citys declaratory judgment claim does not create a basis for
injunctive relief.
In addition to ruling on Deltas claims, the district court concluded
that even if the Court could not grant Deltas motion, the City was
entitled to an injunction because it asks the Court to declare what the City
is required to do and will prevail on its declaratory judgment claims
once the Court determines and declares the Citys rights and
responsibilities pertaining to accommodation requests.111 But as with
See Bynum v. Prudential Resid. Serv., 129 S.W.3d 781, 793 (Tex. App.Houston [1st
District.] 2004, no pet.) ([A] third-party beneficiary will not have greater rights under a
contract than the party who bargained for their benefit.); Equitable Recovery, LP v.
Health Ins. Brokers of Texas, LP, 235 S.W.3d 376, 387 (Tex. App.Dallas 2007, pet. denied)
(Assignees stand in the shoes of their assignors and have no greater rights.);
(Cockrell v. Republic Mortgage Ins. Co., 817 S.W.2d 106, 113 (Tex. App.Dallas 1991, no
writ)) (A subrogee can have no greater rights than its subrogor.); Meyer v. WMCO-GP,
LLC, 211 S.W.3d 302, 306 (Tex. 2006) (Equitable estoppel cannot give non-parties a
greater right to arbitration than the parties themselves have.).
111 ROA.6186-87.
110
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Deltas claims, the Citys declaratory judgment claim fails to support the
preliminary injunction.
Fundamentally, if Delta did not establish a likelihood of success on
the merits, then there is no basis for an injunction in Deltas favor, no
matter who brings the claim. But the City is particularly ill-suited to bring
such a claim, as it has made no decision to require accommodation, and
thus not triggered any obligation by Southwest to honor such a request.
This undisputed fact has three legal consequences, each of which shows
that the City has no likelihood of success on a claim to enjoin Southwest.
First, the Citys claim is not ripe, because nothing has happened that
could justify such an injunction. See In re Boyd Veigel, P.C., 575 Fed. Appx
393, 396-97 (5th Cir. 2014) (dismissing, on ripeness grounds, a dispute
about a trustees fee because he had not yet demanded a fee, or threatened
legal action to recover a fee).
Second, in the language of contract law, the condition precedent to
any partys performance has not yet occurred. See Hohenberg Bros. Co. v.
George E. Gibbons & Co., 537 S.W.2d 1, 3 (Tex. 1976). Southwest cannot be in
breach of a conditional obligation that it is not yet required to perform.
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Third, the City cannot even establish standing to sue on this claim. Of
course, the City has standing to enforce at least some provisions of the
Lease against Southwest. But standing is not dispensed in gross. Lewis v.
Casey, 518 U.S. 343, 358 n.6 (1996). A plaintiff must have standing for each
claim and form of relief requested. See DaimlerChrysler Corp. v. Cuno, 547
U.S. 332, 352, (2006); Friends of the Earth, Inc. v. Laidlaw Envtl. Services (TOC),
Inc., 528 U.S. 167, 185 (2000). And one aspect of the standing requirements
is that parties opposite each other must have adverse legal interests.
MedImmune, Inc. v. Genentech, Inc., 549 U.S. 118, 127 (2007). But here, as the
district court summarized: The City simply moves for some sort of
injunctive relief, whatever the Court determines that to be, while the legal
issues are decided.112 The Citys only alleged injury arises from a lack of
any injunctive relief, not injunctive relief against Southwest, and this
allegation does not confer standing.
Additionally, the plaintiffs asserted injury must be fairly traceable
to the challenged action of the defendant. McCardell v. U.S. Dept. of
ROA.6166; see also ROA.475 (Citys request that the court grant the SWA TRO
Motion and grant the City's cross-motion for TRO by granting the same relief as sought
by the SWA TRO Motion). Only in the alternative did the City move for a TRO
allowing Delta to continue using Southwest's Love Field gates temporarily and barring
others from interfering in that temporary use. Id.
112
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Hous. & Urban Dev., 794 F.3d 510, 517 (5th Cir. 2015). Again, the Citys
alleged injury flows solely from its own decision to not require
accommodation,113 rather than any action by Southwest, so this
requirement is not satisfied either.114 The Citys claims are simply a tagalong to those asserted by Deltas, and do not create a basis for issuing
injunctive relief.
C.
The district court erred by not granting a preliminary injunction to

Southwest.
Once the district courts error regarding Deltas claims for breach of
the Lease and Declaratory Judgment are cured, Delta has no right to use
the preferential use gates and there is no basis to avoid the conclusion that
Southwest is entitled to a preliminary injunction on its trespass claim. Delta
said it would keep using Southwests preferential use gates after its license
expired.115 Those statements threaten trespass. See Beathard Joint Venture v.
W. Hous. Airport Corp., 72 S.W.3d 426, 432 (Tex. App.Texarkana 2002, no
pet.) (holding that an airport licensee committed a trespass by continuing
See ROA.6186 (Because the City has refused to take action on Deltas
accommodation request, the Court is forced to impose some sort of injunctive relief to
maintain order at Love Field.).
114 Southwest does not contend that the City lacks standing to bring its other declaratory
judgment claims against the DOT and FAA. Southwest takes no position on that issue,
and none of those claims are before the Court in this appeal.
115 ROA.261-62; see also ROA.72-73; ROA.1517-18.
113
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to use the licensed premises after its license expired). An injunction is the
remedy for such a threat:
It is settled policy that a person in possession of lands, using
and enjoying them will be protected from wrongful attempts by
others to invade the possession, or to destroy its use and
enjoyment. Such invasions have no plain and adequate remedy
except by injunction.
Cargill v. Buie, 343 S.W.2d 746, 749 (Tex. Civ. App.Texarkana 1960, writ
refd n.r.e.); Aguilar v. Trujillo, 162 S.W.3d 839, 851 (Tex. App.El Paso
2005, pet. denied) (Injunction is a proper remedy to restrain repeated or
continuing trespasses.); OConnor v. Smith, 427 Fed. Appx 359, 366-68 (5th
Cir. 2011) (affirming injunction against trespasser).
The district court said that there can be no trespass on preferential
use gates.116
It did not cite authority for that statement and there is
none.117 Under Texas law, a trespassers invasion of the plaintiffs property

is irreparable injury. See, e.g., Beathard, 72 S.W.3d at 432 (holding, as to an
airport gate license, that where a trespass invades the possession of a
persons land . . . the requirements of no adequate remedy at law and
ROA.6185. To the extent the district court meant to refer only to a preferential use
gate subject to a valid accommodation request, that argument is addressed elsewhere.
117 Texas law controls whether certain injuries qualify as irreparable for the purposes
of granting a preliminary injunction. Heil Trailer Intl Co. v. Kula, 542 Fed. Appx 329,
335 (5th Cir. 2013).
116
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irreparable damage are satisfied.); see also Opulent Life Church v. City of
Holly Springs, 697 F.3d 279, 297 (5th Cir. 2012) (potential loss of leasehold
interest established a substantial threat of irreparable harm).
Southwest also proved the other requirements for an injunction.
Delta has no private interest in someone elses private property no matter
how many flights Southwest should make from that property, or what
other operational or regulatory limits may exist. See Town of Flower Mound
v. Stafford Estates, 135 S.W.3d 620, 634 (Tex. 2004) ([T]he right to exclude
others . . . [is] one of the most essential sticks in the bundle of rights that
are commonly characterized as property. (quoting Dolan v. City of Tigard,
512 U.S. 374, 393 (1994)). And [c]learly, it is not against the public interest
to prevent further trespass in contravention of the states laws. OConnor,
427 Fed. Appx at 367.
Southwest proved its right to an injunction by establishing its
preferential property rights. See Beathard, 72 S.W.3d at 432 (affirming
permanent injunction when the Airport presented summary judgment
proof that it is the owner of the runway and taxiways, that [Defendant]s
license agreement expired January 1, 2000, and that [Defendant] continued
to use and allowed its tenants to use the runway and taxiways after
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January 1, 2000). Should additional proof be necessary, the record shows

far more; Southwest witness Bob Montgomery testified unrebutted about
three specific ways that continued accommodation of Deltas flights will
continue to harm Southwest network-wide delays, worsened customer
service, and accidents.
First, accommodating Deltas flights causes significant delays
throughout Southwests overall network.118 Mr. Montgomery testified that
since August 9, on most days Southwest flights coming to Love Field have
had to pull up short and hold anywhere from five minutes to . . . 57
minutes to wait for that gate to clear.119 These delays not only frustrate
Southwest travelers stuck on the runway, but impact the whole Southwest
network because those held out airplanes go on from Dallas to other
destinations, which means that airplane is going from place to place to
place all day long without a whole lot of recovery period.120 This, in turn,
delays Southwest passengers and flights across the country.121 Indeed,
Deltas own documents note that as airlines try to cram more flights into
ROA.6929:23-6936:1.
119 ROA.6934:9-13.
120 ROA.6934:14-23.
121 ROA.6934:23-25.
118
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[ ] existing gates, they will incur more gate changes, gate holdouts, delays,
and taxiway congestion.122
Second, Mr. Montgomery testified that accommodating Deltas flights
has damaged Southwests customer service reputation.123 When flights are
held out because overcrowded gates are occupied, Southwest must either
let the connecting flight leave without the customer still on the held-out
flight, or delay the departure of the connecting flight.124 Either way, the risk
of checked baggage missing the connection goes up, and Southwests
customer service reputation is harmed.
Third, Mr. Montgomery explained that accommodating Deltas
flights increases the risk of accidents, damaged equipment, and injuries to
employees on the aircraft ramp.125 Between August 9, 2015 and
September 29, 2015, there were two instances of equipment damage at the
gate Southwest shares with Delta.126 Although the risks of injury or
property damage are always present on an airport ramp, those risks
multiply when the number of turns per gate increases, and multiply even
ROA.6541:4-6542:3; ROA.9058.
123 ROA.6935:2-6936:8.
124 ROA.6935:2-15.
125 ROA.6936:9-23.
126 ROA.6936:24-6937:16.
122
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more when employees of two different airlines must coordinate transitions

throughout the day.127 Southwests accommodation of Delta has meant that
safety margins are being diminished, [and] risk is going up.128
Every case the district court cited about loss of goodwill or lost
business for Delta129 actually shows why Southwest has suffered
irreparable harm. Denying Southwest the use of its leased gates without
interference means Southwest loses the opportunity to do business at those
gates, and is thus harmed. The trial courts construction is, in essence, a
forfeiture of Southwests express rights, contrary to a basic principle of
Texas contract law. See, e.g., Mathis v. DCR Mortgage III Sub I, LLC, 389
S.W.3d 494, 507 (Tex. App.El Paso 2012, no pet.) ([P]reference should be
given to that construction which will avoid forfeiture.). Southwest proved
that the Lease gave it valid, enforceable, preferential use rights, and the
district court erred by concluding otherwise.
If this Court concludes that the district court erred in its construction
of the Lease, but has concerns about the effect on Delta of an injunction in
favor of Southwest, Southwest stands ready to make every reasonable
ROA.6937:24-6938:15; see also ROA.6939:14-24.
128 ROA.6939:10-11.
129 ROA.6182.
127
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concession. Specifically, it will readily agree to a thirty-day transition

period to allow the necessary logistical arrangements to be made to
facilitate a smooth operational transfer.
Clearly, the trial court fundamentally disapproved of what Congress
did in WARA. But its ruling was not the right way to show that
disapproval. When a statute has unambiguous terms, judicial inquiry is
complete. Phillips v. Marine Concrete Structures, Inc., 895 F.2d 1033, 1035
(5th Cir. 1990) (en banc) (quoting Rubin v. United States, 449 U.S. 424, 430
(1981)). This Court take[s] the intent of Congress . . . to be that which its
language clearly sets forth, because it cannot doubt that Congress meant
what it said. Id. (quoting Horton v. Liberty Mutual Ins. Co., 367 U.S. 348, 352
(1961) and Northbrook Nat'l Ins. Co. v. Brewer, 110 S. Ct. 297, 299 (1989)). The
district courts denial of Southwests application for preliminary injunction,
based on its disapproval of WARA, was a judicial assignment of
Southwests rights to Delta that simply went too far. See Commr of Internal
Revenue v. Mercantile Natl Bank, 276 F.2d 58, 63 (5th Cir. 1960) (reminding
that even if the trial court disagreed with the law, [T]he remedy lies with
the law making authority, and not with the courts.).
CONCLUSION
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For the foregoing reasons, Appellant respectfully requests that this

Court vacate the district courts preliminary injunction in favor of Delta,
grant the preliminary injunction in favor of Southwest, and remand for
further proceedings consistent with that ruling, and otherwise grant such
relief to Appellant as is just and proper.
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Respectfully submitted,
/s/ Eric W. Pinker, P.C.
Texas Bar No. 16016550
epinker@lynnllp.com
David S. Coale
dcoale@lynnllp.com
Kent D. Krabill
kkrabill@lynnllp.com
Britta Erin Stanton
bstanton@lynnllp.com
Dallas, Texas 75201
214-981-3800 - Telephone
214-981-3839 Facsimile
Russell S. Post
rpost@beckredden.com
BECK REDDEN LLP
713-951-6292 Telephone
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CERTIFICATE OF SERVICE
The undersigned certifies that on April 22, 2016, the foregoing
Petition was filed with the Clerk for the United States Court of Appeals for
the Fifth Circuit, and that all counsel of record were served by electronic
means on that same date.
/s/ David S. Coale
David S. Coale
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CERTIFICATE OF COMPLIANCE
This brief complies with the type-volume limitation of Fed. R. App. P.
32(a)(7)(B) because this brief contains 12,408 words, excluding the parts of
the brief exempted by Fed R. App. P. 32(a)(7)(B)(iii). This brief complies
with the typeface requirements of Fed. R. App. P. 32(a)(5) and the type
style requirements of Fed. R. App. P. 32(a)(6) because this brief has been
prepared in a proportionally spaced typeface using Microsoft Word in
Palatino 14-point for text; 12-point for footnotes.
April 22, 2016
/s/ David S. Coale
David S. Coale
Attorney of Record for Appellant
4836-9673-7583, v. 13
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No. 16-10051
In the
United States Court of Appeals
for the Fifth Circuit
City of Dallas,
Plaintiff/Appellee,
v.
Delta Air Lines, Inc.,
Defendant/Appellee,
v.
Southwest Airlines Co.,
Defendant/Appellant.
APPELLANTS RECORD EXCERPTS

David S. Coale
Kent D. Krabill
Britta Erin Stanton
Dallas, Texas 75201
Russell S. Post
BECK REDDEN LLP

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Page: 2
INDEX
TAB
Date
1.
Description
PAGE NO.
DOCKET
NO.
N/A
District Court Docket Sheet for

3:15-cv-02069-K
ROA 1-36
ROA 62056206
ROA 61506191
261
ROA 72087218
ROA 72197295
266-1
ROA 76237625
266-6
2.
01/19/16
Notice of Appeal
3.
01/08/16
Memorandum Opinion and

Order
4.
07/11/06
Five Party Agreement
5.
02/13/09
Amended and Restated Lease

of Terminal Building Premises
between City of Dallas and
6.
10/13/06
Wright Amendment Reform

Act of 2006
257
266-2
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DATED: April 22, 2016
Page: 3
Respectfully submitted,
epinker@lynnllp.com
David S. Coale
dcoale@lynnllp.com
Kent D. Krabill
kkrabill@lynnllp.com
Britta Erin Stanton
bstanton@lynnllp.com
Dallas, Texas 75201
214-981-3800 - Telephone
Russell S. Post
rpost@beckredden.com
BECK REDDEN LLP
713-951-6292 Telephone
Case: 16-10051
Document: 00513477355
Page: 4
The undersigned hereby certifies that a true and correct copy of the
foregoing document was served via the Courts ECF system on counsel of record
on April 22, 2016.

Eric W. Pinker
4820-7761-0032, v. 1
Case: 16-10051
Document: 00513477355
Page: 5
APPEAL,CLOSED,EXH-ADM,HORAN,JURY,STAYED
U.S. District Court

Northern District of Texas (Dallas)
CIVIL DOCKET FOR CASE #: 3:15-cv-02069-K
City of Dallas v. Delta Airlines Inc et al
Assigned to: Judge Ed Kinkeade
Case in other court: USCA5, 16-10051
Cause: 05:551 Administrative Procedure Act

Date Terminated: 01/28/2016
Jury Demand: Defendant
Nature of Suit: 899 Other Statutes:
Administrative Procedure Act/Review or
Appeal of Agency Decision
Jurisdiction: U.S. Government Defendant
Plaintiff
City of Dallas
represented by Peter B Haskel

Dallas City Attorney's Office
1500 Marilla St
7th Floor
Dallas, TX 75201
214/670-3038
Email: peter.haskel@dallascityhall.com
LEAD ATTORNEY
ATTORNEY TO BE NOTICED
Bar Status: Admitted/In Good Standing
Charles Estee
1500 Marilla St
7th Floor
Dallas, TX 75201
214/670-3519
Fax: 214/670-0622 FAX
Email: charles.estee@dallascityhall.com
Christopher J Caso
1500 Marilla St
7th Floor
Dallas, TX 75201
214/670-3508
Fax: 214/670-0622 FAX
Email: chris.caso@dallascityhall.com
Jennifer A Brissette
City of Dallas
1500 Marilla St.
Suite 7DN
16-10051.1
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Page: 6
Dallas, TX 75201-6776
214-671-5004
Fax: 214-670-0622
Email: jennifer.brissette@dallascityhall.com
Matthew Kablan Saliba
1500 Marilla Street
7DN
Dallas, TX 75201
214-850-5935
Fax: 214-670-0622
Email: matthew.saliba@dallascityhall.com
Petrina Lucretia Thompson
1500 Marilla Street
Suit 7BN
Dallas, TX 75201
214-671-5003
Fax: 214-670-0622
Email: petrina.thompson@dallascityhall.com
Stacy Jordan Rodriguez
1500 Marilla Street
Suite 7DN
Dallas, TX 75201
214-670-3519
Fax: 214-670-0622
Email: stacy.rodriguez@dallascityhall.com
V.
Defendant
Delta Air Lines Inc
represented by William B Dawson

Gibson Dunn & Crutcher LLP
2100 McKinney Ave
Suite 1100
Dallas, TX 75201
214/698-3100
Fax: 214/571-2900
Email: wdawson@gibsondunn.com
LEAD ATTORNEY
16-10051.2
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Page: 7
Ashley Elizabeth Johnson
2100 McKinney Ave., Ste 1100
Dallas, TX 75201
214/698-3100
Fax: 214/571-2900
Email: ajohnson@gibsondunn.com
Jennifer Trock
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth St NW
202-663-9179
Fax: 202-663-8007
Email: jennifer.trock@pillsburylaw.com
PRO HAC VICE
Bar Status: Not Admitted
Karl G Nelson
Gibson Dunn & Crutcher
2100 McKinney Ave
Suite 1100
Dallas, TX 75201
214/698-3203
Fax: 214/571-2945
Email: knelson@gibsondunn.com
Kenneth Quinn
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth St NW
202-663-8898
Fax: 202-663-8007
Email: kquinn@pillsburylaw.com
PRO HAC VICE
Robert C Walters
2100 McKinney Ave
Suite 1100
Dallas, TX 75201
214.698.3114
Fax: 214.571.2900
16-10051.3
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Page: 8
Email: RWalters@gibsondunn.com
TERMINATED: 06/29/2015
Russell H Falconer
Gibson, Dunn & Crutcher LLP
2100 McKinney Ave.
Suite 1100
Dallas, TX 75201
214-698-3170
Fax: 214-571-2958
Email: rfalconer@gibsondunn.com
Defendant
Southwest Airlines Co
represented by Kent D Krabill

Lynn Tillotson Pinker & Cox LLP
Dallas, TX 75201
214/981-3800
Fax: 214/981-3839
Email: kkrabill@lynnllp.com
LEAD ATTORNEY
Britta E Stanton
2100 Ross Ave
Suite 2700
Dallas, TX 75201
214/981-3800
Fax: 214/981-3839
Email: bstanton@lynnllp.com
Christopher W Patton
2100 Ross Ave
Suite 2700
Dallas, TX 75201
214/981-3800
Fax: 214/981-3839
Email: cpatton@lynnllp.com
Eric W Pinker
Dallas, TX 75201
16-10051.4
Case: 16-10051
Document: 00513477355
Page: 9
214/981-3800
Fax: 214/981-3839
Email: epinker@lynnllp.com
John T Cox , III
Dallas, TX 75201
214/981-3805
Fax: 214/981-3839
Email: tcox@lynnllp.com
Russell G. Herman
2100 Ross Ave
Suite 2700
Dallas, TX 75201
214-981-3800
Fax: 214-981-3839
Email: rherman@lynnllp.com
Stephen McClain Cole
LynnTillotsonPinkerCox, LLP
2100 Ross Avenue
Suite 2700
Dallas, TX 75201
214-981-3804
Fax: 214-981-3839
Email: scole@lynnllp.com
Defendant
Virgin America Inc
represented by John Robert Robertson

Hogan Lovells US LLP
555 Thirteenth Street NW
22/637-5774
Fax: 202/637-5910
Email: robby.robertson@hoganlovells.com
LEAD ATTORNEY
Barry C Barnett
Susman Godfrey LLP
8115 Preston Road
16-10051.5
Case: 16-10051
Document: 00513477355
Page: 10
Suite 575
Dallas, TX 75225
866-754-1900
Email: bbarnett@susmangodfrey.com
Defendant
American Airlines Inc
represented by Michael V Powell

Locke Lord LLP
2200 Ross Avenue, Ste 2200
Dallas, TX 75201-6776
214/740-8520
Fax: 214/740-8800
Email: mpowell@lockelord.com
LEAD ATTORNEY
C Scott Jones
Locke Lord LLP
2200 Ross Ave
Suite 2800
Dallas, TX 75201-6776
214-740-8761
Email: sjones@lockelord.com
Defendant
United Airlines Inc
represented by J Eric Gambrell

1700 Pacific Ave
Suite 4100
Dallas, TX 75201-4618
214/969-2799
Fax: 214/969-4343 FAX
Email: egambrell@akingump.com
LEAD ATTORNEY
John K Grantham
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana St
44th Floor
Houston, TX 77002
713/220-5800
Fax: 713/236-0822
Email: jgrantham@akingump.com
16-10051.6
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Page: 11
Defendant
Seaport Airlines Inc
represented by John Robert Robertson

Hogan Lovells US LLP
555 Thirteenth Street NW
202/637-5774
Fax: 202/637-5910
Email: robby.robertson@hoganlovells.com
LEAD ATTORNEY
Barry C Barnett
(See above for address)
Defendant
United States Department of
Transportation
represented by David Michael Glass-DOJ

U.S. Dep't of Justice, Civ. Div., Fed. Progs.
Br.
20 Massachusetts Ave., N.W., Room 7200
202-514-4469
Email: david.glass@usdoj.gov
LEAD ATTORNEY
Susan K Ullman-DOJ
United States Department of Justice
20 Massachusetts Ave NW
202-616-0680
Fax: 202-616-8202
Email: susan.ullman@usdoj.gov
Defendant
Federal Aviation Administration
represented by David Michael Glass-DOJ

LEAD ATTORNEY
Susan K Ullman-DOJ
16-10051.7
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Cross Claimant

LEAD ATTORNEY
Britta E Stanton
John T Cox , III
Russell G. Herman
V.
Cross Defendant
Delta Air Lines Inc

LEAD ATTORNEY
Jennifer Trock
PRO HAC VICE
Karl G Nelson
Kenneth Quinn
PRO HAC VICE
16-10051.8
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Russell H Falconer
Counter Claimant

LEAD ATTORNEY
Britta E Stanton
John T Cox , III
Russell G. Herman
V.
Counter Defendant
City of Dallas

LEAD ATTORNEY
Charles Estee
Christopher J Caso
16-10051.9
Case: 16-10051
Document: 00513477355
Page: 14
Counter Claimant
Delta Air Lines Inc

LEAD ATTORNEY
Jennifer Trock
Karl G Nelson
Kenneth Quinn
Robert C Walters
Russell H Falconer
16-10051.10
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Page: 15
V.
Counter Defendant
City of Dallas

LEAD ATTORNEY
Charles Estee
Christopher J Caso
Cross Claimant
Delta Air Lines Inc

LEAD ATTORNEY
Jennifer Trock
Karl G Nelson
16-10051.11
Case: 16-10051
Document: 00513477355
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Kenneth Quinn
Robert C Walters
Russell H Falconer
V.
Cross Defendant

LEAD ATTORNEY
Britta E Stanton
John T Cox , III
Russell G. Herman
Counter Claimant
Delta Air Lines Inc

LEAD ATTORNEY
16-10051.12
Case: 16-10051
Document: 00513477355
Page: 17
Jennifer Trock
Karl G Nelson
Kenneth Quinn
Robert C Walters
Russell H Falconer
V.
Counter Defendant

LEAD ATTORNEY
Britta E Stanton
John T Cox , III
16-10051.13
Case: 16-10051
Document: 00513477355
Page: 18
Russell G. Herman
Cross Claimant
Delta Air Lines Inc

LEAD ATTORNEY
Jennifer Trock
Karl G Nelson
Kenneth Quinn
Robert C Walters
Russell H Falconer
V.
Cross Defendant

16-10051.14
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LEAD ATTORNEY
Britta E Stanton
John T Cox , III
Russell G. Herman
Cross Defendant
represented by J Eric Gambrell
LEAD ATTORNEY
United Airlines Inc
John K Grantham
Date Filed
06/17/2015
1 (p.37)
06/17/2015
2 (p.120)
Docket Text
COMPLAINT against All Defendants filed by City of Dallas. (Filing fee $400;
Receipt number 0539-6873976) Clerk to issue summons(es). In each Notice of
Electronic Filing, the judge assignment is indicated, and a link to the Judges
Copy Requirements is provided. The court reminds the filer that any required
copy of this and future documents must be delivered to the judge, in the manner
prescribed, within three business days of filing. Unless exempted, attorneys who
are not admitted to practice in the Northern District of Texas must seek
admission promptly. Forms, instructions, and exemption information may be
found at www.txnd.uscourts.gov, or by clicking here: Attorney Information Bar Membership. If admission requirements are not satisfied within 21 days, the
clerk will notify the presiding judge. (Haskel, Peter) (Entered: 06/17/2015)
CERTIFICATE OF INTERESTED PERSONS/DISCLOSURE STATEMENT
by City of Dallas. (Haskel, Peter) (Entered: 06/17/2015)
16-10051.15
Case: 16-10051
Document: 00513477355
Page: 20
06/17/2015
3 (p.122)
New Case Notes: A filing fee has been paid. File to Judge Kinkeade. Pursuant to
Misc. Order 6, Plaintiff is provided the Notice of Right to Consent to Proceed
Before A U.S. Magistrate Judge (Judge Horan). Clerk to provide copy to plaintiff
if not received electronically. (axm) (Entered: 06/18/2015)
06/18/2015
4 (p.124)
Summons Issued as to American Airlines Inc, Delta Airlines Inc, Seaport

Airlines Inc, Southwest Airlines Co, United Airlines Inc, Virgin America Inc.
(axm) (Entered: 06/18/2015)
06/18/2015
5 (p.136)
Summons issued as to Federal Aviation Administration, United States

Department of Transportation, U.S. Attorney, and U.S. Attorney General. (axm)
(Entered: 06/18/2015)
06/18/2015
6 (p.148)
ADDITIONAL ATTACHMENTS to 1 (p.37) Complaint (Civil Cover Sheet) by

Plaintiff City of Dallas. (Haskel, Peter) Modified on 6/19/2015 (gr). (Entered:
06/18/2015)
06/19/2015
8 (p.149)
ANSWER to 1 (p.37) Complaint with Jury Demand filed by Southwest Airlines

Co. Unless exempted, attorneys who are not admitted to practice in the Northern
District of Texas must seek admission promptly. Forms and Instructions found at
www.txnd.uscourts.gov, or by clicking here: Attorney Information - Bar
Membership. If admission requirements are not satisfied within 21 days, the
clerk will notify the presiding judge. CROSSCLAIM against Delta Airlines Inc
filed by Southwest Airlines Co (Krabill, Kent) (Entered: 06/19/2015)
06/19/2015
9 (p.206)

by Southwest Airlines Co. (Krabill, Kent) (Entered: 06/19/2015)
06/19/2015
10 (p.208)
MOTION for Temporary Restraining Order Against Delta Air Lines, Inc.,
MOTION for Injunction Preliminary and Permanent Injunctions Against Delta
Air Lines, Inc. filed by Southwest Airlines Co (Attachments: # 1 (p.37) Proposed
Order) (Krabill, Kent) . (Entered: 06/19/2015)
06/19/2015
11 (p.214)
Brief/Memorandum in Support filed by Southwest Airlines Co re 10 (p.208)

MOTION for Temporary Restraining Order Against Delta Air Lines, Inc.
MOTION for Injunction Preliminary and Permanent Injunctions Against Delta
Air Lines, Inc. (Krabill, Kent) (Entered: 06/19/2015)
06/19/2015
12 (p.233)
Appendix in Support filed by Southwest Airlines Co re 11 (p.214)

Brief/Memorandum in Support of Motion, 10 (p.208) MOTION for Temporary
Restraining Order Against Delta Air Lines, Inc. MOTION for Injunction
Preliminary and Permanent Injunctions Against Delta Air Lines, Inc. (Krabill,
Kent) (Entered: 06/19/2015)
06/19/2015
13
ELECTRONIC ORDER EXPEDITING RESPONSE AND REPLY

DEADLINES : re: 10 (p.208) MOTION for Temporary Restraining Order
Against Delta Air Lines, Inc.. Responses due by NOON 6/23/2015. Replies due
by NOON 6/24/2015. (Ordered by Judge Ed Kinkeade on 6/19/2015) (chmb)
(Entered: 06/19/2015)
06/22/2015
14 (p.268)
NOTICE of Attorney Appearance by Michael V Powell on behalf of American

Airlines Inc. (Filer confirms contact info in ECF is current.) (Powell, Michael)
(Entered: 06/22/2015)
06/22/2015
15 (p.270)
NOTICE of Attorney Appearance by John Robert Robertson on behalf of Virgin

America Inc. (Filer will update contact info in ECF.). Party Virgin America, Inc.
16-10051.16
Case: 16-10051
Document: 00513477355
Page: 21
added. (Robertson, John) (Entered: 06/22/2015)

06/22/2015
16 (p.271)
NOTICE of Attorney Appearance by David Michael Glass-DOJ on behalf of

Federal Aviation Administration, United States Department of Transportation.
(Filer confirms contact info in ECF is current.). Party U.S. Dep't of Transp. &
FAA added. (Glass-DOJ, David) (Entered: 06/22/2015)
06/22/2015
17 (p.273)
NOTICE of Attorney Appearance by Barry C Barnett on behalf of Virgin

America Inc. (Filer confirms contact info in ECF is current.) (Barnett, Barry)
(Entered: 06/22/2015)
06/23/2015
18 (p.275)
MOTION DISQUALIFICATION filed by City of Dallas with

Brief/Memorandum in Support. (Haskel, Peter) (Entered: 06/23/2015)
06/23/2015
19 (p.301)
Appendix in Support filed by City of Dallas re 18 (p.275) MOTION

DISQUALIFICATION (Haskel, Peter) (Entered: 06/23/2015)
06/23/2015
20 (p.450)
RESPONSE filed by City of Dallas re: 10 (p.208) MOTION for Temporary

Preliminary and Permanent Injunctions Against Delta Air Lines, Inc. (Haskel,
Peter) (Entered: 06/23/2015)
06/23/2015
21 (p.479)
Appendix in Support filed by City of Dallas re 20 (p.450) Response/Objection

(Haskel, Peter) (Entered: 06/23/2015)
06/23/2015
22 (p.528)
Emergency MOTION for Temporary Restraining Order and a Preliminary

Injunction against Southwest Airlines Co filed by Delta Airlines Inc
(Attachments: # 1 (p.37) Proposed Order) (Falconer, Russell) (Entered:
06/23/2015)
06/23/2015
23 (p.534)
Brief/Memorandum in Support filed by Delta Airlines Inc re 22 (p.528)

Emergency MOTION for Temporary Restraining Order and Response to
Southwest Airlines' Application for Injunctive Relief, 10 (p.208) MOTION for
Temporary Restraining Order Against Delta Air Lines, Inc. MOTION for
Injunction Preliminary and Permanent Injunctions Against Delta Air Lines, Inc.
(Falconer, Russell) (Entered: 06/23/2015)
06/23/2015
24 (p.586)
Appendix in Support filed by Delta Airlines Inc re 23 (p.534)

Brief/Memorandum in Support of Motion, for Temporary Restraining Order
06/23/2015
25
***VACATED PER 31 (p.860) ORDER*** ELECTRONIC ORDER

EXPEDITING RESPONSE AND REPLY DEADLINE: re: 18 (p.275)
Emergency Motion for Disqualification and Brief in Support. Responses due by
6/24/2015. Replies due by 6/25/2015. (Ordered by Judge Ed Kinkeade on
6/23/2015) (chmb) Modified docket text on 6/25/2015 (bdb). (Entered:
06/23/2015)
06/23/2015
26

EXPEDITING RESPONSE AND REPLY DEADLINE: re: 22 (p.528)
Emergency MOTION for Temporary Restraining Order and Response to
Southwest Airlines' Application for Injunctive Relief. Responses due by
6/25/2015. Replies due by 6/26/2015. (Ordered by Judge Ed Kinkeade on
6/23/2015) (chmb) Modified docket text on 6/25/2015 (bdb). (Entered:
06/23/2015)
16-10051.17
Case: 16-10051
06/23/2015
Document: 00513477355
Page: 22
Cross Motion for Temporary Restraining Order filed by City of Dallas. See
document 20 (p.450) for image. (ykp) (Entered: 06/23/2015)
06/23/2015
27

EXPEDITING RESPONSE AND REPLY DEADLINE: re: 20 (p.450) Cross
Motion for Temporary Restraining Order. Responses due by 6/25/2015 Replies
due by 6/26/2015. (Ordered by Judge Ed Kinkeade on 6/23/2015) (chmb)
Modified docket text on 6/25/2015 (bdb). (Entered: 06/23/2015)
06/23/2015
28
***CANCELLED PER 31 (p.860) ORDER*** ELECTRONIC ORDER

SETTING HEARING: A Hearing on all pending Motions for Temporary
Restraining Order set for 6/29/2015 at 10:00 AM before Judge Ed Kinkeade.
(Ordered by Judge Ed Kinkeade on 6/23/2015) (chmb) Modified docket text on
6/25/2015 (bdb). (Entered: 06/23/2015)
06/23/2015
29
ELECTRONIC Minute Entry for proceedings held before Judge Ed Kinkeade:

Telephone Conference held on 6/23/2015. (Court Reporter: Not Recorded) (No
exhibits) Time in Court - :25. (chmb) (Entered: 06/24/2015)
06/24/2015
30 (p.858)
NOTICE of Attorney Appearance by John K Grantham on behalf of United

Airlines Inc. (Filer will update contact info in ECF.) (Grantham, John) (Entered:
06/24/2015)
06/24/2015
31 (p.860)
ORDER: The current deadlines for responding and replying to these pending
motions for injunctive relief as well as the motion for disqualification are hereby
vacated. Southwest's Verified Application for Temporary Restraining Order,
Preliminary Injunction, and Permanent Injunction Against Delta: Responses due
on or before 7/17/2015. Replies due by 7/31/2015. Dallas' Cross-Motion for
TRO: Responses due on or before 7/17/2015. Replies due by 7/31/2015. Delta's
Emergency Motion for a TRO and a Preliminary Injunction Against Southwest:
Responses due on or before 7/17/2015. Replies due by 7/31/2015. Dallas'
Emergency Motion for Disqualification: Responses due on or before 7/1/2015.
Replies due by 7/7/2015. The hearing on the motions for injunctive relief set for
10:00 a.m., Monday, 6/29/2015, is cancelled pending further order of the Court.
(Ordered by Judge Ed Kinkeade on 6/24/2015) (ykp) Modified response date on
6/24/2015 (ykp). (Entered: 06/24/2015)
06/24/2015
32 (p.863)
Application for Admission Pro Hac Vice with Certificate of Good Standing
(Filing fee $25; Receipt number 0539-6887724) filed by Delta Airlines Inc
(Attachments: # 1 (p.37) Proposed Order for Admission Pro Hac Vice) (Quinn,
Kenneth) (Entered: 06/24/2015)
06/24/2015
33 (p.868)
NOTICE of Attorney Appearance by J Eric Gambrell on behalf of United

Airlines Inc. (Filer confirms contact info in ECF is current.) (Gambrell, J)
(Entered: 06/24/2015)
06/24/2015
34 (p.870)
Application for Admission Pro Hac Vice with Certificate of Good Standing
(Filing fee $25; Receipt number 0539-6888286) filed by Delta Airlines Inc
(Attachments: # 1 (p.37) Exhibit(s) Certificate of Good Standing, # 2 (p.120)
Proposed Order for Admission Pro Hac Vice) (Trock, Jennifer) (Main Document
34 replaced on 2/18/2016; pdf flatten) (axm). (Entered: 06/24/2015)
06/24/2015
35 (p.875)
NOTICE of Attorney Appearance by Kenneth Quinn on behalf of Delta Airlines

Inc. (Filer confirms contact info in ECF is current.) (Quinn, Kenneth) (Entered:
06/24/2015)
16-10051.18
Case: 16-10051
Document: 00513477355
Page: 23
06/24/2015
36 (p.877)
NOTICE of Attorney Appearance by Jennifer Trock on behalf of Delta Airlines

Inc. (Filer confirms contact info in ECF is current.) (Trock, Jennifer) (Entered:
06/24/2015)
06/25/2015
38 (p.879)
SUMMONS Returned Executed as to American Airlines Inc; served on

6/23/2015. (Haskel, Peter) (Entered: 06/25/2015)
06/25/2015
39 (p.881)
SUMMONS Returned Executed as to Delta Airlines Inc; served on 6/22/2015.

06/25/2015
40 (p.883)
SUMMONS Returned Executed as to Seaport Airlines Inc; served on 6/23/2015.

06/25/2015
41 (p.885)
SUMMONS Returned Executed as to United Airlines Inc; served on 6/23/2015.

06/25/2015
42 (p.887)
SUMMONS Returned Executed as to Federal Aviation Administration ; served

on 6/23/2015. (Haskel, Peter) (Entered: 06/25/2015)
06/25/2015
43 (p.889)
SUMMONS Returned Executed as to United States Department of

Transportation ; served on 6/23/2015. (Haskel, Peter) (Entered: 06/25/2015)
06/25/2015
44 (p.891)
SUMMONS Returned Executed as to Virgin America Inc ; served on 6/23/2015.

06/29/2015
45 (p.893)
NOTICE of Agreed Resolution re: 18 (p.275) MOTION DISQUALIFICATION

filed by City of Dallas, Delta Airlines Inc (Falconer, Russell) (Entered:
06/29/2015)
06/29/2015
46 (p.897)
Unopposed MOTION to Withdraw as Attorney by Robert C. Walters filed by

Delta Airlines Inc (Attachments: # 1 (p.37) Proposed Order) (Falconer, Russell)
(Entered: 06/29/2015)
06/29/2015
47 (p.902)
NOTICE of Attorney Appearance by Russell H Falconer for William B. Dawson

on behalf of Delta Airlines Inc. (Falconer, Russell) (Entered: 06/29/2015)
06/29/2015
48 (p.903)
ORDER granting 46 (p.897) Unopposed MOTION to Withdraw as Attorney.

Accordingly, it is ORDERED that Robert C. Walters is allowed to withdraw as
lead counsel for Delta, and William B. Dawson is substituted in as Delta's lead
counsel in this action. (Ordered by Judge Ed Kinkeade on 6/29/2015) (twd)
(Entered: 06/29/2015)
06/30/2015
49
ELECTRONIC ORDER granting 32 (p.863) Application for Admission Pro Hac

Vice of Kenneth Quinn. If not already done, Applicant must register as an ECF
User within 14 days (LR 5.1(f)). (Ordered by Judge Ed Kinkeade on 6/30/2015)
(chmb) (Entered: 06/30/2015)
06/30/2015
50
ELECTRONIC ORDER granting 34 (p.870) Application for Admission Pro Hac

Vice of Jennifer Trock. If not already done, Applicant must register as an ECF
User within 14 days (LR 5.1(f)). (Ordered by Judge Ed Kinkeade on 6/30/2015)
(chmb) (Entered: 06/30/2015)
07/02/2015
51 (p.904)
NOTICE of Attorney Appearance by Jennifer A Brissette on behalf of City of

Dallas. (Filer confirms contact info in ECF is current.) (Brissette, Jennifer)
(Entered: 07/02/2015)
07/09/2015
52 (p.906)
FIRST AMENDED ANSWER to 1 (p.37) Complaint, with Jury Demand filed by
16-10051.19
Case: 16-10051
Document: 00513477355
Page: 24
Southwest Airlines Co, CROSSCLAIM against Delta Airlines Inc filed by

Southwest Airlines Co, COUNTERCLAIM against City of Dallas filed by
Southwest Airlines Co (Attachments: # 1 (p.37) Exhibit(s) 1, # 2 (p.120)
Exhibit(s) 2, # 3 (p.122) Exhibit(s) 3, # 4 (p.124) Exhibit(s) 4, # 5 (p.136)
Exhibit(s) 5, # 6 (p.148) Exhibit(s) 6, # 7 Exhibit(s) 7, # 8 (p.149) Exhibit(s) 8)
(Krabill, Kent) (Entered: 07/09/2015)
07/13/2015
53 (p.1216)
Joint Notice of STIPULATION Regarding Extension of Time for Delta to

Answer or Otherwise Respond to City of Dallas' Original Complaint by City of
Dallas, Delta Air Lines Inc. (Falconer, Russell) (Entered: 07/13/2015)
07/13/2015
54 (p.1219)
NOTICE of Attorney Appearance by John Robert Robertson on behalf of

Seaport Airlines Inc. (Filer confirms contact info in ECF is current.). Party
Seaport Airlines, Inc. added. (Robertson, John) (Main Document 54 replaced on
2/18/2016; pdf flatten) (axm). (Entered: 07/13/2015)
07/14/2015
55 (p.1221)
STIPULATION Extending Time for Virgin America and Seaport Airlines to File
an Answer to the Complaint by City of Dallas, Seaport Airlines Inc, Virgin
America Inc. (Barnett, Barry) (Entered: 07/14/2015)
07/14/2015
56 (p.1224)
STIPULATION Extending Time Within Which to Move, Answer or Otherwise

Plead in this Action by American Airlines Inc. (Powell, Michael) (Entered:
07/14/2015)
07/14/2015
57 (p.1226)
SUMMONS Returned Executed as to Federal Aviation Administration ; served

on 6/25/2015. (Haskel, Peter) (Entered: 07/14/2015)
07/14/2015
58 (p.1229)

Transportation ; served on 6/25/2015. (Haskel, Peter) (Entered: 07/14/2015)
07/14/2015
59 (p.1233)
STIPULATION Extending Time to File Answer by United Airlines Inc.

(Grantham, John) (Entered: 07/14/2015)
07/16/2015
60 (p.1235)
Motion to Dismiss Counterclaims for Failure to State a Claim filed by City of

Dallas with Brief/Memorandum in Support. (Estee, Charles) (Entered:
07/16/2015)
07/17/2015
61 (p.1244)
RESPONSE filed by City of Dallas re: 22 (p.528) Emergency MOTION for

Temporary Restraining Order and Response to Southwest Airlines' Application
for Injunctive Relief (Haskel, Peter) (Entered: 07/17/2015)
07/17/2015
62 (p.1268)
RESPONSE filed by Southwest Airlines Co re: 22 (p.528) Emergency MOTION

for Temporary Restraining Order and Response to Southwest Airlines'
Application for Injunctive Relief, 23 (p.534) Brief/Memorandum in Support of
Motion, 20 (p.450) Response/Objection (Attachments: # 1 (p.37) Exhibit(s) 1, #
2 (p.120) Exhibit(s) 2, # 3 (p.122) Exhibit(s) 3, # 4 (p.124) Exhibit(s) 4) (Krabill,
07/17/2015
63 (p.1395)
RESPONSE filed by Delta Air Lines Inc re: MOTION for Temporary
Restraining Order (Johnson, Ashley) (Entered: 07/17/2015)
07/17/2015
64 (p.1419)
Appendix in Support filed by Delta Air Lines Inc re 63 (p.1395)

Response/Objection to the City's Motion for Temporary Restraining Order
(Attachments: # 1 (p.37) Declaration(s) of Ashley Johnson, # 2 (p.120)
Exhibit(s) A, # 3 (p.122) Exhibit(s) B) (Johnson, Ashley) (Entered: 07/17/2015)
07/20/2015
65 (p.1462)
16-10051.20
Case: 16-10051
Document: 00513477355
Page: 25

Transportation and Federal Aviation Administration. (ran) (Entered: 07/20/2015)
07/20/2015
66 (p.1471)
ANSWER to 1 (p.37) Complaint,,,, filed by Delta Air Lines Inc. Unless

exempted, attorneys who are not admitted to practice in the Northern District of
Texas must seek admission promptly. Forms and Instructions found at
clerk will notify the presiding judge., COUNTERCLAIM against City of Dallas
filed by Delta Air Lines Inc (Falconer, Russell) (Entered: 07/20/2015)
07/21/2015
67 (p.1557)

by Delta Air Lines Inc. (Falconer, Russell) (Entered: 07/21/2015)
07/27/2015
68
07/27/2015
69 (p.1559)
ANSWER to Crossclaim filed by Delta Air Lines Inc. Related document: 52

(p.906) Amended Answer to Complaint, Crossclaim, Counterclaim,,,,
CROSSCLAIM against Southwest Airlines Co filed by Delta Air Lines Inc,
COUNTERCLAIM against Southwest Airlines Co filed by Delta Air Lines Inc
07/31/2015
70 (p.1615)
REPLY filed by City of Dallas re: MOTION for Temporary Restraining Order
07/31/2015
71 (p.1626)
REPLY filed by Southwest Airlines Co re: 10 (p.208) MOTION for Temporary

Preliminary and Permanent Injunctions Against Delta Air Lines, Inc.
(Attachments: # 1 (p.37) Exhibit(s) 1) (Krabill, Kent) (Entered: 07/31/2015)
07/31/2015
72 (p.1662)
Joint MOTION for Discovery and Entry of Proposed Discovery and Scheduling
Order filed by City of Dallas, Delta Air Lines Inc, Southwest Airlines Co
(Attachments: # 1 (p.37) Proposed Order) (Falconer, Russell) (Entered:
07/31/2015)
07/31/2015
73 (p.1672)
REPLY filed by Delta Air Lines Inc re: 22 (p.528) Emergency MOTION for
Temporary Restraining Order and Response to Southwest Airlines' Application
for Injunctive Relief (Johnson, Ashley) (Entered: 07/31/2015)
07/31/2015
74 (p.1692)
Appendix in Support filed by Delta Air Lines Inc re 73 (p.1672) Reply

(Attachments: # 1 (p.37) Declaration(s) of Ashley Johnson, # 2 (p.120)
Exhibit(s) A, # 3 (p.122) Exhibit(s) B, # 4 (p.124) Exhibit(s) C, # 5 (p.136)
Exhibit(s) D, # 6 (p.148) Exhibit(s) E, # 7 Exhibit(s) F, # 8 (p.149) Exhibit(s) G,
# 9 (p.206) Exhibit(s) H, # 10 (p.208) Exhibit(s) I, # 11 (p.214) Exhibit(s) J)
(Johnson, Ashley) (Entered: 07/31/2015)
08/04/2015
75 (p.1903)
STIPULATION Extending Time by City of Dallas, Southwest Airlines Co.

ELECTRONIC ORDER: The Court hereby sets a hearing for September 28-29,
2015, at 9:00 a.m., before Judge Ed Kinkeade, to address the parties' outstanding
motions: (1) Defendant Southwest Airlines Company's Verified Application for
Temporary Restraining Order, Preliminary Injunction, and Permanent Injunction
Against Delta Airlines, Inc. (Doc. No. 10); (2) Defendant Delta Airlines, Inc.'s
Emergency Motion for a Temporary Restraining Order and a Preliminary
Injunction Against Southwest Airlines Co. (Doc. No. 22); and (3) Plaintiff City
of Dallas' Cross-Motion for TRO [sic] (Doc. No. 20). (Ordered by Judge Ed
Kinkeade on 7/27/2015) (chmb) (Entered: 07/27/2015)
16-10051.21
Case: 16-10051
Document: 00513477355
Page: 26
08/04/2015
76 (p.1906)
Unopposed MOTION for Leave to File Amended Answer and Response filed by
Southwest Airlines Co (Attachments: # 1 (p.37) Exhibit(s) A, # 2 (p.120)
Exhibit(s) B part 1, # 3 (p.122) Additional Page(s) Ex B part 2, # 4 (p.124)
Proposed Order) (Cole, Stephen) (Entered: 08/04/2015)
08/06/2015
77 (p.2352)
DISCOVERY AND SCHEDULING ORDER: Plaintiff City of Dallas ("the

City") and Defendants Southwest Airlines Co. ("Southwest") and Delta Air
Lines, Inc. ("Delta") have each filed a motion for temporary injunctive relief
regarding Delta's request for accommodation at Love Field Airport. Southwest
and Delta have entered a Gate Use License Agreement permitting Delta to
continue to operate five flights a day out of Love Field until September 30, 2015.
The Court has set a hearing on September 28-29, 2015, regarding the injunction
motions filed in this matter. (Ordered by Judge Ed Kinkeade on 8/6/2015) (ndt)
(Entered: 08/07/2015)
08/10/2015
78 (p.2359)
MOTION to Dismiss for Lack of Jurisdiction and for Failure to State a Claim
filed by City of Dallas (Haskel, Peter) (Entered: 08/10/2015)
08/10/2015
79 (p.2362)
Brief/Memorandum in Support filed by City of Dallas re 78 (p.2359) MOTION

to Dismiss for Lack of Jurisdiction Motion to Dismiss for Failure to State a
Claim, 66 (p.1471) Answer to Complaint, Counterclaim,,,, (Haskel, Peter)
(Entered: 08/10/2015)
08/10/2015
80 (p.2395)
ADDITIONAL ATTACHMENTS to 71 (p.1626) Reply, by Defendant

Southwest Airlines Co. (Krabill, Kent) (Entered: 08/10/2015)
08/10/2015
81 (p.2416)
ADDITIONAL ATTACHMENTS to 71 (p.1626) Reply, by Defendant

Southwest Airlines Co. (Krabill, Kent) (Entered: 08/10/2015)
08/11/2015
82
ELECTRONIC ORDER granting 76 (p.1906) Southwest Airlines' Motion for

Leave to File Amended Answer and Response. (Unless the document has already
been filed, clerk to enter the document as of the date of this order.) (Ordered by
Judge Ed Kinkeade on 8/11/2015) (chmb) (Entered: 08/11/2015)
08/11/2015
83
(Document Restricted) Sealed Attorney Contact Information (Sealed pursuant to

SO 19-1, statute, or rule) filed by Delta Air Lines Inc (Dawson, William)
(Entered: 08/11/2015)
08/11/2015
84 (p.2437)
08/11/2015
85
08/11/2015
86 (p.2747)
Amended Combined Response to Delta Airline Inc's 22 (p.528) Motion for a

Temporary Restraining Order and Preliminary Injunction and the City of Dallas'
20 (p.450) Alternative Cross-Motion for TRO filed by Southwest Airlines Co.
(twd) (Entered: 08/11/2015)
08/11/2015
87

SO 19-1, statute, or rule) filed by Southwest Airlines Co (Krabill, Kent)
(Entered: 08/11/2015)
SECOND AMENDED ANSWER to 1 (p.37) Complaint, with Jury Demand filed

by Southwest Airlines Co, CROSSCLAIM against Delta Airlines Inc filed by
Southwest Airlines Co, COUNTERCLAIM against City of Dallas filed by
Southwest Airlines Co. (Attachments: # 1 (p.37) Additional Page(s)) (twd)
(Entered: 08/11/2015)
(Document Restricted) Sealed - Attorney Contact Information (Sealed pursuant
to SO 19-1, statute, or rule) filed by United Airlines Inc (Grantham, John)
(Entered: 08/11/2015)
16-10051.22
Case: 16-10051
Document: 00513477355
Page: 27
08/11/2015
88 (p.2779)
Appendix in Support filed by Southwest Airlines Co re 86 (p.2747) Amended

Combined Response. (twd) (Entered: 08/11/2015)
08/11/2015
89

SO 19-1, statute, or rule) filed by Seaport Airlines Inc, Virgin America Inc
(Barnett, Barry) (Entered: 08/11/2015)
08/11/2015
90

SO 19-1, statute, or rule) filed by City of Dallas (Caso, Christopher) (Entered:
08/11/2015)
08/11/2015
93
(Document Restricted) Attorney Contact Information (Sealed pursuant to SO

19-1, statute, or rule) filed by Federal Aviation Administration, United States
Department of Transportation (Glass-DOJ, David) (Entered: 08/11/2015)
08/12/2015
94 (p.2877)
STIPULATION Extending Time by City of Dallas, Southwest Airlines Co.

08/17/2015
97 (p.2880)
ANSWER to Crossclaim filed by Southwest Airlines Co. Related document: 69

(p.1559) Answer to Crossclaim,,,, Counterclaim, (Cole, Stephen) (Entered:
08/17/2015)
08/27/2015
122 (p.2937)
Joint MOTION for Protective Order filed by City of Dallas, Delta Air Lines Inc,
Southwest Airlines Co (Attachments: # 1 (p.37) Proposed Order) (Stanton,
Britta) (Entered: 08/27/2015)
08/27/2015
123 (p.2969)
Witness List by City of Dallas. (Haskel, Peter) (Entered: 08/27/2015)
08/27/2015
124 (p.2971)
MOTION to Compel Expedited Discovery from DOT and FAA filed by City of
Dallas with Brief/Memorandum in Support. (Attachments: # 1 (p.37) Appendix)
08/27/2015
125
ELECTRONIC ORDER EXPEDITING RESPONSE DEADLINE re: 124

(p.2971) MOTION to Compel Expedited Discovery from DOT and FAA.
Responses due by noon on 9/2/2015. There shall be no reply. (Ordered by Judge
Ed Kinkeade on 8/27/2015) (chmb) (Entered: 08/27/2015)
08/27/2015
126 (p.3009)
NOTICE of Hearing Wtinesses filed by Federal Aviation Administration, United

States Department of Transportation (Glass-DOJ, David) (Entered: 08/27/2015)
08/27/2015
127 (p.3011)
Witness List by Southwest Airlines Co. (Stanton, Britta) (Entered: 08/27/2015)
08/27/2015
128 (p.3014)
Witness List by Delta Air Lines Inc. (Johnson, Ashley) (Entered: 08/27/2015)
08/28/2015
129 (p.3017)
MOTION to Expedite Discovery from Defendant United Airlines, Inc. filed by

Delta Air Lines Inc (Attachments: # 1 (p.37) Proposed Order) (Johnson, Ashley)
(Entered: 08/28/2015)
08/28/2015
130 (p.3023)
Brief/Memorandum in Support filed by Delta Air Lines Inc re 129 (p.3017)

MOTION to Expedite Discovery from Defendant United Airlines, Inc.
(Attachments: # 1 (p.37) Declaration(s) of Russell Falconer, # 2 (p.120)
Exhibit(s) A, # 3 (p.122) Exhibit(s) B) (Johnson, Ashley) (Entered: 08/28/2015)
08/29/2015
131

(p.3017) MOTION to Expedite Discovery from Defendant United Airlines, Inc..
Responses due by 9/2/2015. There shall be no reply. (Ordered by Judge Ed
16-10051.23
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Document: 00513477355
Page: 28
08/31/2015
132 (p.3049)
RESPONSE AND OBJECTION filed by Southwest Airlines Co re: 60 (p.1235)

Motion to Dismiss for Failure to State a Claim (Krabill, Kent) (Entered:
08/31/2015)
08/31/2015
133 (p.3055)
Amended COUNTERCLAIM against City of Dallas filed by Delta Air Lines Inc
(Dawson, William) (Entered: 08/31/2015)
09/02/2015
134 (p.3092)
RESPONSE filed by Federal Aviation Administration, United States Department

of Transportation re: 124 (p.2971) MOTION to Compel Expedited Discovery
from DOT and FAA (Attachments: # 1 (p.37) App. Pt. 1, # 2 (p.120) App. Pt. 2, #
3 (p.122) App. Pt. 3) (Glass-DOJ, David) (Entered: 09/02/2015)
09/02/2015
135 (p.3265)
RESPONSE AND OBJECTION filed by United Airlines Inc re: 129 (p.3017)
MOTION to Expedite Discovery from Defendant United Airlines, Inc.
(Attachments: # 1 (p.37) Declaration(s) Declaration of John K. Grantham, # 2
(p.120) Exhibit(s) Exhibit A) (Grantham, John) (Entered: 09/02/2015)
09/03/2015
136 (p.3287)
Designation of Experts by Southwest Airlines Co. (Krabill, Kent) (Entered:

09/03/2015)
09/03/2015
137 (p.3295)
MOTION to Dismiss , MOTION to Dismiss for Lack of Jurisdiction , Motion to

Dismiss for Failure to State a Claim() filed by City of Dallas with
09/03/2015
138 (p.3299)
Brief/Memorandum in Support filed by City of Dallas re 133 (p.3055)

Counterclaim, 137 (p.3295) MOTION to Dismiss MOTION to Dismiss for Lack
of Jurisdiction Motion to Dismiss for Failure to State a Claim (Haskel, Peter)
(Entered: 09/03/2015)
09/04/2015
139 (p.3334)
NOTICE of Attorney Appearance by Susan K Ullman-DOJ on behalf of Federal

Aviation Administration, United States Department of Transportation. (Filer
confirms contact info in ECF is current.) (Ullman-DOJ, Susan) (Entered:
09/04/2015)
09/04/2015
140 (p.3337)
NOTICE of Attorney Appearance by Christopher W Patton on behalf of

Southwest Airlines Co. (Filer confirms contact info in ECF is current.) (Patton,
Christopher) (Entered: 09/04/2015)
09/04/2015
141 (p.3339)
NOTICE of Attorney Appearance by Stacy Jordan Rodriguez on behalf of City

of Dallas. (Filer confirms contact info in ECF is current.) (Rodriguez, Stacy)
(Entered: 09/04/2015)
09/08/2015
142 (p.3340)
ORDER denying as moot 78 (p.2359) Plaintiff's Motion to Dismiss Delta's

Original Counterclaims. (Ordered by Judge Ed Kinkeade on 9/8/2015) (axm)
(Entered: 09/08/2015)
09/08/2015
143 (p.3342)
NOTICE of Attorney Appearance by C Scott Jones on behalf of American

Airlines Inc. (Filer confirms contact info in ECF is current.) (Jones, C) (Entered:
09/08/2015)
09/08/2015
144 (p.3344)
Amended COUNTERCLAIM against Southwest Airlines Co filed by Delta Air

Lines Inc, CROSSCLAIM against Southwest Airlines Co, United Airlines Inc
filed by Delta Air Lines Inc (Dawson, William) (Entered: 09/08/2015)
09/09/2015
145 (p.3366)
MOTION for Leave to File Third Amended Crossclaim Against Delta Air Lines
filed by Southwest Airlines Co (Attachments: # 1 (p.37) Exhibit(s), # 2 (p.120)
Proposed Order) (Patton, Christopher) (Entered: 09/09/2015)
16-10051.24
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Document: 00513477355
Page: 29
09/09/2015
146 (p.3632)
REPLY filed by City of Dallas re: 60 (p.1235) Motion to Dismiss for Failure to
State a Claim (Haskel, Peter) (Entered: 09/09/2015)
09/10/2015
147 (p.3638)
ORDER granting 124 (p.2971) Motion to Compel Expedited Discovery from

DOT and FAA; granting 129 (p.3017) Motion to Expedited Discovery.
Responses to discovery requests, including document production, must be
completed on or before 9/21/2015. Defendant United Airlines Inc must make a
corporate representative available pursuant FED. R. CIV. P. 30(b)(6) on or
before 9/24/2015. (Ordered by Judge Ed Kinkeade on 9/10/2015) (axm)
(Entered: 09/10/2015)
09/10/2015
148 (p.3640)
CONFIDENTIALITY AGREEMENT AND STIPULATED PROTECTIVE

ORDER. (Ordered by Judge Ed Kinkeade on 9/10/2015) (axm) (Entered:
09/10/2015)
09/11/2015
149 (p.3657)
CERTIFICATE of Conference re 145 (p.3366) MOTION for Leave to File Third

Amended Crossclaim Against Delta Air Lines by Christopher W Patton on
behalf of Southwest Airlines Co (Patton, Christopher) (Entered: 09/11/2015)
09/11/2015
150 (p.3659)
MOTION for Leave to File Supplemental Complaint filed by City of Dallas with
Brief/Memorandum in Support. (Attachments: # 1 (p.37) Exhibit(s)) (Haskel,
09/11/2015
151 (p.3776)
ADDITIONAL ATTACHMENTS to 150 (p.3659) Motion for Leave to File by

Plaintiff City of Dallas. (Haskel, Peter) (Entered: 09/11/2015)
09/11/2015
152 (p.3778)
STIPULATION Extending Time by United Airlines Inc. (Grantham, John)

(Entered: 09/11/2015)
09/11/2015
153
09/11/2015
154 (p.3780)
Emergency MOTION for Protective Order filed by City of Dallas with

09/11/2015
155 (p.3801)
Appendix in Support filed by City of Dallas re 154 (p.3780) Emergency

MOTION for Protective Order (Haskel, Peter) (Entered: 09/11/2015)
09/12/2015
156
ELECTRONIC ORDER EXPEDITING RESPONSE DEADLINE Re: 154

(p.3780) Emergency MOTION for Protective Order . Responses due by 10:00
a.m. on Sunday September 13, 2015. There shall be no reply. (Ordered by Judge
Ed Kinkeade on 9/12/2015) (chmb) (Entered: 09/12/2015)
09/13/2015
157 (p.3839)
RESPONSE filed by Delta Air Lines Inc re: 154 (p.3780) Emergency MOTION
for Protective Order (Dawson, William) (Entered: 09/13/2015)
09/13/2015
158
ELECTRONIC ORDER EXPEDITING RESPONSE AND REPLY

DEADLINES Re: 150 (p.3659) MOTION for Leave to File Supplemental
Complaint. Responses due by 9/17/2015. Replies due by 9/21/2015. (Ordered by
ELECTRONIC ORDER - Before the Court is Plaintiff City of Dallas'

Emergency Motion for Protective Order Regarding 30(b)(6) Deposition Topics
Nos. 1 and 18 (Doc. No. 154). After careful consideration of the motion,
response and supporting appendices, and the applicable law, the Court DENIES
the motion. As to Topic No. 18, the Court orders Defendant Delta Air Lines,
Inc., to postpone questioning on this topic until the continuation of the deposition
at issue, which is tentatively scheduled for September 22, 2015. (Ordered by
16-10051.25
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Page: 30
09/14/2015
159
ELECTRONIC ORDER granting 145 (p.3366) Motion for Leave to File Third
Amended Crossclaim Against Delta Air Lines. (Unless the document has already
been filed, clerk to enter the document as of the date of this order.) (Ordered by
09/14/2015
160 (p.3849)
THIRD AMENDED CROSSCLAIM against Delta Air Lines Inc filed by

Southwest Airlines Co. (Attachments: # 1 (p.37) Exhibit) (bdb) (Entered:
09/14/2015)
09/14/2015
161 (p.4110)
Administrative Record consisting of Certified Index of the Administrative

Record filed by Federal Aviation Administration, United States Department of
Transportation. (Ullman-DOJ, Susan) (Entered: 09/14/2015)
09/14/2015
162 (p.4123)
ANSWER to Complaint filed by Virgin America Inc. Unless exempted,

attorneys who are not admitted to practice in the Northern District of Texas must
seek admission promptly. Forms and Instructions found at
clerk will notify the presiding judge. (Robertson, John) (Entered: 09/14/2015)
09/14/2015
163 (p.4192)
ANSWER to 1 (p.37) Complaint filed by Seaport Airlines Inc. Unless exempted,

attorneys who are not admitted to practice in the Northern District of Texas must
seek admission promptly. Forms and Instructions found at
clerk will notify the presiding judge. (Robertson, John) (Entered: 09/14/2015)
09/14/2015
164 (p.4260)
STIPULATION Extending Time by American Airlines Inc, City of Dallas.

(Powell, Michael) (Entered: 09/14/2015)
09/14/2015
165 (p.4262)
MOTION to Dismiss for Lack of Jurisdiction or to Transfer. MOTION to Stay

filed by United States Department of Transportation, Federal Aviation
Administration (Attachments: # 1 (p.37) Brief in Support of Motion to Dismiss,
# 2 (p.120) Appendix to Motion to Dismiss, # 3 (p.122) Proposed Order)
(Ullman-DOJ, Susan) Modified on 9/15/2015 (aaa). Modified filers and docket
text on 9/15/2015 (aaa). (Entered: 09/14/2015)
09/14/2015
166 (p.4417)

by Virgin America Inc. (Robertson, John) (Entered: 09/14/2015)
09/14/2015
167 (p.4419)

by Seaport Airlines Inc. (Robertson, John) (Entered: 09/14/2015)
09/14/2015
168
MOTION to Stay filed by United States Department of Transportation, Federal

Aviation Administration (see document 165 (p.4262) for image). (aaa) (Entered:
09/15/2015)
09/15/2015
169
ELECTRONIC ORDER EXPEDITING RESPONSE DEADLINES Re: 165

(p.4262) MOTION to Dismiss for Lack of Jurisdiction or to Transfer and for a
Stay. Any Responses due by 3:30 p.m., on September 21, 2015. There shall be no
reply unless ordered by the Court. Further, courtesy copies if required under
Judge Kinkeade's specific requirements must be delivered to the Clerk's Office
by close of business on September 21, 2015. (Ordered by Judge Ed Kinkeade on
9/15/2015) (chmb) (Entered: 09/15/2015)
09/16/2015
170 (p.4421)
16-10051.26
Case: 16-10051
Document: 00513477355
Page: 31
MOTION for Extension of Time to File Response/Reply to 137 (p.3295)

MOTION to Dismiss MOTION to Dismiss for Lack of Jurisdiction Motion to
Dismiss for Failure to State a Claim filed by Delta Air Lines Inc with
Brief/Memorandum in Support. (Attachments: # 1 (p.37) Proposed Order)
(Johnson, Ashley) (Entered: 09/16/2015)
09/17/2015
171 (p.4426)
ANSWER to 1 (p.37) Complaint,,,, filed by American Airlines Inc. Unless

clerk will notify the presiding judge. (Powell, Michael) (Entered: 09/17/2015)
09/17/2015
172 (p.4442)

by American Airlines Inc identifying Corporate Parent/Other Affiliate American
Airlines Group Inc. for American Airlines Inc. (Powell, Michael) (Entered:
09/17/2015)
09/17/2015
173
ELECTRONIC ORDER granting 170 (p.4421) Delta Air Lines, Inc.'s Motion for
an Extension of Time to Respond to City of Dallas' Motion to Dismiss.
Responses due by 10/23/2015. (Ordered by Judge Ed Kinkeade on 9/17/2015)
(chmb) (Entered: 09/17/2015)
09/17/2015
175 (p.4444)
OBJECTION filed by United States Department of Transportation re: 150

(p.3659) MOTION for Leave to File Supplemental Complaint (Ullman-DOJ,
Susan) (Entered: 09/17/2015)
09/17/2015
177 (p.4461)
ANSWER to 1 (p.37) Complaint,,,, filed by United Airlines Inc. Unless

clerk will notify the presiding judge. (Grantham, John) (Entered: 09/17/2015)
09/17/2015
178 (p.4520)

by United Airlines Inc identifying Corporate Parent/Other Affiliate United
Continental Holdings, Inc. for United Airlines Inc. (Grantham, John) (Entered:
09/17/2015)
09/17/2015
179 (p.4522)
RESPONSE filed by Delta Air Lines Inc re: 150 (p.3659) MOTION for Leave to
File Supplemental Complaint (Johnson, Ashley) (Entered: 09/17/2015)
09/18/2015
180 (p.4525)
Consent MOTION to Extend Time respond to document discovery filed by

Federal Aviation Administration, United States Department of Transportation
(Attachments: # 1 (p.37) Proposed Order) (Ullman-DOJ, Susan) (Entered:
09/18/2015)
09/18/2015
181
ELECTRONIC ORDER - Before the Court is Defendant U.S. Department of

Transportation and Federal Aviation Administration's ("DOT") Consent Motion
for an Extension to Respond to Document Requests (Doc. No. 180). The Court
GRANTS the motion in so far as it extends the deadline for DOT to complete
production in response to Plaintiff City of Dallas' ("City") First Requests for
Production of Documents directly to the City. In so far as any document,
privilege log, or other item must be sent to the Court for in camera inspection,
the deadline of Monday, September 21, 2015, remains unchanged and the
Motion is DENIED as to that deadline. (Ordered by Judge Ed Kinkeade on
16-10051.27
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Document: 00513477355
Page: 32
9/18/2015) (chmb) (Entered: 09/18/2015)

09/18/2015
182 (p.4529)
NOTICE of Attorney Appearance by Peter B Haskel for Petrina Thompson on

behalf of City of Dallas. (Haskel, Peter) (Entered: 09/18/2015)
09/18/2015
183 (p.4530)
NOTICE of Attorney Appearance by Peter B Haskel for Matthew Saliba on

behalf of City of Dallas. (Haskel, Peter) (Entered: 09/18/2015)
09/20/2015
184 (p.4531)
RESPONSE filed by Delta Air Lines Inc re: 168 MOTION to Stay re 165
(p.4262) MOTION to Dismiss for Lack of Jurisdiction or to Transfer and for a
Stay, 165 (p.4262) MOTION to Dismiss for Lack of Jurisdiction or to Transfer
and for a Stay (Falconer, Russell) (Entered: 09/20/2015)
09/21/2015
185 (p.4536)
RESPONSE filed by Southwest Airlines Co re: 165 (p.4262) MOTION to

Dismiss for Lack of Jurisdiction or to Transfer and for a Stay (Patton,
Christopher) (Entered: 09/21/2015)
09/21/2015
186 (p.4552)
RESPONSE filed by City of Dallas re: 165 (p.4262) MOTION to Dismiss for
Lack of Jurisdiction or to Transfer and for a Stay (Attachments: # 1 (p.37)
Exhibit(s) Appendix) (Haskel, Peter) (Entered: 09/21/2015)
09/21/2015
187 (p.4601)
REPLY filed by City of Dallas re: 150 (p.3659) MOTION for Leave to File
Supplemental Complaint (Haskel, Peter) (Entered: 09/21/2015)
09/22/2015
188
ELECTRONIC ORDER - The Court hereby orders that Defendant DOT and
FAA file a Consolidated Reply to the Responses filed by Southwest, Delta and
the City of Dallas as to 165 (p.4262) DOT and the FAA's MOTION to Dismiss
for Lack of Jurisdiction, to Transfer or Stay. Replies due by 3:00 p.m. on
September 23, 2015. (Ordered by Judge Ed Kinkeade on 9/22/2015) (chmb)
(Entered: 09/22/2015)
09/22/2015
189 (p.4613)
ANSWER to Counterclaim filed by Southwest Airlines Co. Related document:

144 (p.3344) Counterclaim, Crossclaim, ANSWER to Crossclaim filed by
Southwest Airlines Co. Related document: 144 (p.3344) Counterclaim,
Crossclaim (Cole, Stephen) (Entered: 09/22/2015)
09/23/2015
190 (p.4691)
REPLY filed by Federal Aviation Administration, United States Department of

Transportation re: 165 (p.4262) MOTION to Dismiss for Lack of Jurisdiction or
to Transfer and for a Stay (Ullman-DOJ, Susan) (Entered: 09/23/2015)
09/25/2015
191 (p.4703)
Emergency MOTION for in Camera Review in Connection with its Motion for
an Order that Certain Document Produced by the City of Dallas are not
Privileged filed by Delta Air Lines Inc (Johnson, Ashley) (Entered: 09/25/2015)
09/25/2015
192 (p.4707)
Emergency MOTION for Discovery Motion for an Order that Certain

Documents Produced by the City of Dallas Are Not Privileged filed by Delta Air
Lines Inc (Attachments: # 1 (p.37) Proposed Order Proposed Order) (Johnson,
Ashley) (Entered: 09/25/2015)
09/25/2015
193 (p.4712)
Brief/Memorandum in Support filed by Delta Air Lines Inc re 192 (p.4707)

Emergency MOTION for Discovery Motion for an Order that Certain
Documents Produced by the City of Dallas Are Not Privileged (Johnson, Ashley)
(Entered: 09/25/2015)
09/27/2015
194 (p.4725)
NOTICE of Attorney Appearance by Stephen McClain Cole for Russell Herman

on behalf of Southwest Airlines Co. (Cole, Stephen) (Entered: 09/27/2015)
16-10051.28
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Document: 00513477355
Page: 33
09/27/2015
195
(Document Restricted) Sealed Response re: 191 (p.4703) Motion for Discovery,
192 (p.4707) Motion for Discovery (Sealed pursuant to SO 19-1, statute, or rule)
filed by City of Dallas (Attachments: # 1 (p.37) Appendix to City of Dallas'
Responses to Delta Airlines, Inc.'s Motion for in Camera Review and Motion for
an Order that Certail City Documents are not Privileged) (Haskel, Peter)
(Entered: 09/27/2015)
09/27/2015
196 (p.4727)
TRIAL BRIEF by Southwest Airlines Co. (Stanton, Britta) (Entered:

09/27/2015)
09/27/2015
197 (p.4733)
Exhibit List Joint by City of Dallas, Delta Air Lines Inc, Southwest Airlines Co.
(Cole, Stephen) (Entered: 09/27/2015)
09/28/2015
198 (p.4759)
Agreed STIPULATION Stipulations of Fact and Evidence among Delta,

Southwest, and the City of Dallas by City of Dallas, Delta Air Lines Inc,
Southwest Airlines Co. (Falconer, Russell) (Entered: 09/28/2015)
09/28/2015
199 (p.4767)
Exhibit List Joint Amended by Delta Air Lines Inc. (Falconer, Russell) (Entered:
09/28/2015)
09/28/2015
200 (p.4793)
MOTION for Protective Order to Close the Courtroom and Seal Evidence filed
by Southwest Airlines Co (Krabill, Kent) (Entered: 09/28/2015)
09/28/2015
201 (p.4798)
STIPULATION Extending Time by Delta Air Lines Inc, United Airlines Inc.
(Grantham, John) (Entered: 09/28/2015)
09/28/2015
202

Preliminary Injunction Hearing held on 9/28/2015. Attorneys: William Dawson,
Ashley Johnson, Karl Nelson and Russ Falconer for Delta Airlines; Kent Krabill,
Britta Stanton, and Chris Patton for Southwest Airlines; Peter Haskell and
Charles Estee for the City of Dallas; John Grantham and Eric Gambrell for
United Airlines; Robby Robertson for Virgin America and Seaport Airlines;
Michael Powell and C. Scott Jones for American Airlines; and Susan Ullman and
Charles Enloe for DOT and FAA. Injunction hearing to continue on Tuesday
September 29, 2015 at 9:00 a.m. (Court Reporter: Todd Anderson) (Exhibits
admitted) Time in Court - 6:22. (chmb) (Entered: 09/28/2015)
09/29/2015
203

2nd Day of Preliminary Injunction Hearing held on 9/29/2015. Attorneys:
William Dawson, Ashley Johnson, Karl Nelson and Russ Falconer for Delta
Airlines; Kent Krabill, Britta Stanton, and Chris Patton for Southwest Airlines;
Peter Haskell and Charles Estee for the City of Dallas; John Grantham and Eric
Gambrell for United Airlines; Robby Robertson for Virgin America and Seaport
Airlines; Michael Powell and C. Scott Jones for American Airlines; and Susan
Ullman and Charles Enloe for DOT and FAA. Injunction hearing to continue on
Wednesday September 30, 2015 at 9:00 a.m. (Court Reporter: Todd Anderson)
(Exhibits admitted) Time in Court - 6:12. (chmb) (Entered: 09/29/2015)
09/30/2015
204

3rd Day of Preliminary Injunction Hearing held on 9/30/2015. Attorneys:
William Dawson, Ashley Johnson, Karl Nelson and Russ Falconer for Delta
Airlines; Kent Krabill, Britta Stanton, and Chris Patton for Southwest Airlines;
Peter Haskell and Charles Estee for the City of Dallas; John Grantham and Eric
Gambrell for United Airlines; Robby Robertson for Virgin America and Seaport
Airlines; C. Scott Jones for American Airlines; and Susan Ullman and Charles
Enloe for DOT and FAA. Hearing Concluded. (Court Reporter: Todd Anderson)
16-10051.29
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Document: 00513477355
Page: 34
(Exhibits admitted - Returned to Parties. The Parties will return a complete set to
get a complete set to the Court no later than October 7, 2015.) Time in Court 6:20. (chmb) (Entered: 09/30/2015)
09/30/2015
205
ELECTRONIC ORDER: The Court held a Preliminary Injunction Hearing on

September 28, 29, and 30th, 2015, in this case. The Parties are hereby
ORDERED to submit Closing Briefs in this case no later than 5:00 p.m. October
7, 2015. (Ordered by Judge Ed Kinkeade on 9/30/2015) (chmb) (Entered:
09/30/2015)
10/02/2015
206 (p.4801)
NOTICE of Attorney Appearance by Kent D Krabill on behalf of Southwest

Airlines Co. (Filer confirms contact info in ECF is current.) (Krabill, Kent)
(Entered: 10/02/2015)
10/02/2015
207 (p.4803)
Court's Exhibit List from Preliminary Injunction Hearing held September 28, 29
and 30, 2015. (chmb) (Entered: 10/02/2015)
10/06/2015
208 (p.4814)
Unopposed Motion for Extension of Time to File Answer to Cross-Claim filed

by United Airlines Inc (Attachments: # 1 (p.37) Proposed Order) (Grantham,
John) (Entered: 10/06/2015)
10/06/2015
209 (p.4818)
Court's Amended Exhibit List from Preliminary Injunction Hearing held

September 28-30, 2015. (chmb) (Entered: 10/06/2015)
10/07/2015
210
ELECTRONIC ORDER granting 208 (p.4814) Motion for Extension of Time to

File Answer to Cross-Claim. United Airlines Inc answer to Cross-Claim due
11/13/2015. (Ordered by Judge Ed Kinkeade on 10/7/2015) (chmb) (Entered:
10/07/2015)
10/07/2015
211 (p.6226)
Notice of Filing of Official Electronic Transcript of Preliminary Injunction

Hearing, Vol. 1 Proceedings held on 9-28-15 before Judge Kinkeade. Court
Reporter/Transcriber Todd Anderson, Telephone number 214-753-2170. Parties
are notified of their duty to review the transcript. A copy may be purchased from
the court reporter or viewed at the clerk's office public terminal. If redaction is
necessary, a Redaction Request - Transcript must be filed within 21 days. If no
such Request is filed, the transcript will be made available via PACER without
redaction after 90 calendar days. If redaction request filed, this transcript will not
be accessible via PACER; see redacted transcript. The clerk will mail a copy of
this notice to parties not electronically noticed. (297 pages) Redaction Request
due 10/28/2015. Redacted Transcript Deadline set for 11/9/2015. Release of
Transcript Restriction set for 1/5/2016. (jta) (Entered: 10/07/2015)
10/07/2015
212 (p.6524)

10/07/2015
213 (p.6811)
16-10051.30
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Document: 00513477355
Page: 35

10/07/2015
214 (p.4829)
Closing Brief filed by Seaport Airlines Inc re 205 Order, (Robertson, John)
Modified per attorney on 10/7/2015 (jrr). (Entered: 10/07/2015)
10/07/2015
215 (p.4831)
CLOSING BRIEF OF VIRGIN AMERICA, INC. filed by Virgin America Inc re

205 Order, (Robertson, John) Modified text per attorney on 10/7/2015 (ykp).
(Entered: 10/07/2015)
10/07/2015
216 (p.4854)
Brief/Memorandum in Support filed by City of Dallas re 205 Order, (Haskel,

10/07/2015
217 (p.4879)
Brief/Memorandum in Support filed by Federal Aviation Administration, United

States Department of Transportation re 205 Order, Closing Brief of DOT
(Ullman-DOJ, Susan) (Entered: 10/07/2015)
10/07/2015
218 (p.4886)
Brief/Memorandum in Support filed by Southwest Airlines Co re 205 Order,

10/07/2015
219 (p.4917)
MOTION to supplement the hearing record filed by Delta Air Lines Inc with
Brief/Memorandum in Support. (Attachments: # 1 (p.37) Exhibit(s) Appendix of
supplemental exhibits, # 2 (p.120) Proposed Order) (Falconer, Russell) (Entered:
10/07/2015)
10/07/2015
220 (p.5106)
TRIAL BRIEF Closing Brief by United Airlines Inc. (Grantham, John) (Entered:
10/07/2015)
10/07/2015
221 (p.5122)
MOTION for Leave to File a brief with additional pages filed by Delta Air Lines
Inc with Brief/Memorandum in Support. (Attachments: # 1 (p.37) Proposed
Order, # 2 (p.120) Exhibit(s) Delta's proposed brief) (Falconer, Russell)
(Entered: 10/07/2015)
10/09/2015
222

(p.5122) MOTION for Leave to File a Brief With Additional Pages. Responses
due by 10/13/2015. There shall be no Reply unless ordered by the Court.
(Ordered by Judge Ed Kinkeade on 10/9/2015) (chmb) (Entered: 10/09/2015)
10/09/2015
223

(p.4917) MOTION to Supplement the Hearing Record. Responses due by
10/13/2015. There shall be no Reply unless ordered by the Court. (Ordered by
10/09/2015
224 (p.5185)
Administrative Record consisting of Amended Certified Index of Administrative

Record filed by Federal Aviation Administration, United States Department of
Transportation. (Ullman-DOJ, Susan) (Entered: 10/09/2015)
16-10051.31
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Document: 00513477355
Page: 36
10/09/2015
225 (p.5200)
Unopposed MOTION for Leave to File Belated Answer to Southwest's Third

Amended Crossclaim filed by Delta Air Lines Inc with Brief/Memorandum in
Support. (Attachments: # 1 (p.37) Exhibit(s) A - Proposed Answer, # 2 (p.120)
Proposed Order) (Johnson, Ashley) (Entered: 10/09/2015)
10/13/2015
226
10/13/2015
227 (p.5254)
ANSWER to Crossclaim filed by Delta Air Lines Inc. Related document: 160
(p.3849) Crossclaim. (axm) (Entered: 10/13/2015)
10/13/2015
228 (p.5302)
RESPONSE filed by Southwest Airlines Co re: 221 (p.5122) MOTION for

Leave to File a brief with additional pages, 219 (p.4917) MOTION to
supplement the hearing record (Krabill, Kent) (Entered: 10/13/2015)
10/13/2015
229 (p.5306)
RESPONSE filed by City of Dallas re: 221 (p.5122) MOTION for Leave to File
a brief with additional pages, 219 (p.4917) MOTION to supplement the hearing
record (Haskel, Peter) (Entered: 10/13/2015)
10/15/2015
230
ELECTRONIC ORDER granting 221 (p.5122) Motion for Leave to File a Brief
With Additional P ages. (Unless the document has already been filed, clerk to
enter the document as of the date of this order.) (Ordered by Judge Ed Kinkeade
on 10/15/2015) (chmb) (Entered: 10/15/2015)
10/15/2015
231 (p.5310)
10/20/2015
232
10/20/2015
233 (p.5367)
Appendix A re: Hearing Record filed by Delta Air Lines Inc. (axm) (Entered:
10/20/2015)
10/23/2015
234 (p.5550)
MOTION to Amend/Correct Supplement the Hearing Record filed by Southwest

Airlines Co with Brief/Memorandum in Support. (Cole, Stephen) (Entered:
10/23/2015)
10/23/2015
235 (p.5598)
NOTICE of Joinder in Defendant Southwest Airlines Co.'s Motion to Supplement

the Hearing Record (Unopposed) filed by United Airlines Inc (Grantham, John)
(Entered: 10/23/2015)
10/23/2015
236 (p.5600)
RESPONSE filed by Delta Air Lines Inc re: 137 (p.3295) MOTION to Dismiss
MOTION to Dismiss for Lack of Jurisdiction Motion to Dismiss for Failure to
State a Claim (Johnson, Ashley) (Entered: 10/23/2015)
10/23/2015
237 (p.5632)
RESPONSE filed by Delta Air Lines Inc re: 234 (p.5550) MOTION to
Amend/Correct Supplement the Hearing Record (Johnson, Ashley) (Entered:
10/23/2015)
10/24/2015
238 (p.5636)
REPLY filed by Southwest Airlines Co re: 234 (p.5550) MOTION to

Amend/Correct Supplement the Hearing Record (Cole, Stephen) (Entered:
ELECTRONIC ORDER granting 225 (p.5200) Motion for Leave to File Belated
Answer to Southwest's Third Amended Crossclaim. (Unless the document has
already been filed, clerk to enter the document as of the date of this order.)
Post-Hearing Brief/Memorandum in Support filed by Delta Air Lines Inc re 22

(p.528) Emergency MOTION for Temporary Restraining Order and a
Preliminary Injunction against Southwest Airlines Co. (axm) (Entered:
10/15/2015)
ELECTRONIC ORDER granting Delta Air Lines Inc.'s 219 (p.4917) Motion to
Supplement the Hearing Record. (Unless the document has already been filed,
clerk to enter the document as of the date of this order.) (Ordered by Judge Ed
16-10051.32
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Document: 00513477355
Page: 37
10/24/2015)
10/26/2015
239
ELECTRONIC ORDER denying as moot 200 (p.4793) Motion for Protective

Order to Close the Courtroom and Seal Evidence. (Ordered by Judge Ed
10/28/2015
240
ELECTRONIC ORDER granting 234 (p.5550) Motion to Supplement the

Hearing Record. (Unless the document has already been filed, clerk to enter the
document as of the date of this order.) (Ordered by Judge Ed Kinkeade on
10/28/2015) (chmb) (Entered: 10/28/2015)
10/28/2015
241 (p.5639)
Exhibit 470 re: Hearing Record by Defendant Southwest Airlines Co. (axm)
(Entered: 10/28/2015)
11/05/2015
242 (p.5683)
REPLY filed by City of Dallas re: 137 (p.3295) MOTION to Dismiss MOTION
to Dismiss for Lack of Jurisdiction Motion to Dismiss for Failure to State a
Claim (Haskel, Peter) (Entered: 11/05/2015)
11/11/2015
243 (p.5694)
MOTION for Extension of Time to File Response/Reply to 144 (p.3344)

Counterclaim, Crossclaim filed by United Airlines Inc (Attachments: # 1 (p.37)
Proposed Order) (Grantham, John) (Entered: 11/11/2015)
11/12/2015
244
ELECTRONIC ORDER - Before the Court is Defendant United Airlines, Inc.'s

Motion for Extension of Time to Answer Cross-Claim. The motion is
GRANTED in part. United Airlines Inc.'s Answer or Response is due no later
than November 27, 2015. There shall be no further extensions of this deadline.
11/13/2015
245 (p.5698)
MOTION for Immediate Stay of FAA Proceedings as to its Notice of

Investigation, MOTION for expedited ruling, and Status Report filed by City of
Dallas (Attachments: # 1 (p.37) Appendix) (Haskel, Peter) Modified text on
11/16/2015 (dsr). (Entered: 11/13/2015)
11/16/2015
246

(p.5698) MOTION to Stay MOTION expedite and stay MOTION to Expedite .
Any Responses shall be filed by NOON on Wednesday November 18, 2015.
There shall be no reply. (Ordered by Judge Ed Kinkeade on 11/16/2015) (chmb)
(Entered: 11/16/2015)
11/18/2015
247 (p.5801)
RESPONSE filed by Delta Air Lines Inc re: 245 (p.5698) MOTION to Stay
MOTION expedite and stay MOTION to Expedite (Dawson, William) (Entered:
11/18/2015)
11/18/2015
248 (p.5805)
RESPONSE filed by Southwest Airlines Co re: 245 (p.5698) Motion for

Immediate Stay of FAA Proceedings as to its Notice of Investigation, MOTION
for expedited ruling, and Status Report. (Cole, Stephen) Modified text on
11/18/2015 (dsr). (Entered: 11/18/2015)
11/18/2015
249 (p.5808)
RESPONSE AND OBJECTION filed by Federal Aviation Administration,

United States Department of Transportation re: 245 (p.5698) MOTION to Stay
MOTION expedite and stay MOTION to Expedite (Ullman-DOJ, Susan)
(Entered: 11/18/2015)
11/25/2015
250 (p.5820)
MOTION to Seal Certain Confidential Exhibits Admitted at the Preliminary

Injunction Hearing filed by Southwest Airlines Co (Attachments: # 1 (p.37)
Exhibit(s) Redacted Exhibit 3, # 2 (p.120) Exhibit(s) Redacted Exhibit 66, # 3
16-10051.33
Case: 16-10051
Document: 00513477355
Page: 38
(p.122) Proposed Order) (Herman, Russell) (Entered: 11/25/2015)

11/27/2015
251 (p.5854)
MOTION to Dismiss for Lack of Jurisdiction Delta's cross-claims, Motion to

Dismiss for Failure to State a Claim() filed by United Airlines Inc (Grantham,
John) (Entered: 11/27/2015)
11/27/2015
252 (p.5858)
Brief/Memorandum in Support filed by United Airlines Inc re 251 (p.5854)

MOTION to Dismiss for Lack of Jurisdiction Delta's cross-claimsMotion to
Dismiss for Failure to State a Claim (Grantham, John) (Entered: 11/27/2015)
11/27/2015
253 (p.5885)
Appendix in Support filed by United Airlines Inc re 252 (p.5858)

Brief/Memorandum in Support of Motion (Attachments: # 1 (p.37) Additional
Page(s) APP. 147-224) (Grantham, John) (Entered: 11/27/2015)
12/16/2015
254 (p.6112)
ORDER: Before the Court is Defendant Southwest Airlines Co.'s Motion to Seal
Certain Confidential Exhibits Admitted at the Preliminary Injunction Hearing
(Doc. No. 250 (p.5820) ). The Court GRANTS the motion. Exhibits 3 and 66 are
hereby sealed. (Ordered by Judge Ed Kinkeade on 12/16/2015) (sss) (Entered:
12/17/2015)
12/18/2015
255 (p.6113)
RESPONSE filed by Delta Air Lines Inc re: 251 (p.5854) MOTION to Dismiss
for Lack of Jurisdiction Delta's cross-claimsMotion to Dismiss for Failure to
State a Claim (Falconer, Russell) (Entered: 12/18/2015)
01/04/2016
256 (p.6137)
REPLY filed by United Airlines Inc re: 251 (p.5854) MOTION to Dismiss for
Lack of Jurisdiction Delta's cross-claimsMotion to Dismiss for Failure to State a
Claim (Grantham, John) (Entered: 01/04/2016)
01/08/2016
257 (p.6150)
MEMORANDUM OPINION AND ORDER: The following motions are before

the Court: (1) Defendant Southwest Airlines Co.'s Verified Application for
Temporary Restraining Order, Preliminary Injunction, and Permanent Injunction
Against Delta Air Lines, Inc. (Doc. 10 (p.208) ); (2) Plaintiff City of Dallas'
Verified Cross Motion for [Temporary Restraining Order] (Doc. No. 20 (p.450)
); and (3) Defendant Delta Air Lines, Inc.'s Emergency Motion for a Temporary
Restraining Order and a Preliminary Injunction Against Southwest Airlines Co.
(Doc. No. 22 (p.528) ). The Court DENIES Southwest's motion for preliminary
injunction. The Clerk of the Court is hereby directed to terminate the City's
motion for preliminary injunction as moot. The Court GRANTS Delta's motion
for preliminary injunction. Southwest is hereby enjoined from evicting or
otherwise removing Delta from Southwest's gate(s) at Love Field, or otherwise
interfering with or preventing Delta's continued use of Southwest's gate(s) to
operate Delta's five daily flights. Southwest is also enjoined from adding
additional flights on any Southwest gate(s) Delta uses to operate its five daily
flights. (Ordered by Judge Ed Kinkeade on 1/8/2016) (ctf) (Entered: 01/08/2016)
01/08/2016
258 (p.6192)
ORDER: In accordance with the Court's Memorandum Opinion and Order of this
same date, the Court GRANTS (1) Defendant Delta Airlines, Inc.'s Emergency
Motion for a Temporary Restraining Order and a Preliminary Injunction Against
Southwest Airlines Co. and (2) Plaintiff City of Dallas' Verified Cross-Motion
for [Temporary Restraining Order]. It is FURTHER ORDERED that, pursuant to
Rule 65(c) of the Federal Rules of Civil Procedure, Defendant Delta Airlines,
Inc. post a bond in the amount of one hundred thousand dollars ($100,000) on or
before 1/15/2016, at 4:00 P.M., to secure payment of any damages sustained if
Defendant Southwest Airlines Co. is found to have been wrongfully enjoined. It
is FURTHER ORDERED that, pursuant to Rule 65(c) of the Federal Rules of
16-10051.34
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Document: 00513477355
Page: 39
Civil Procedure, Plaintiff City of Dallas post a bond in the amount of one
hundred dollars ($100) on or before 1/15/2016, at 4:00 P.M., to secure payment
of any damages sustained if Defendant Southwest Airlines Co. is found to have
been wrongfully enjoined. (Ordered by Judge Ed Kinkeade on 1/8/2016) (ctf)
(Entered: 01/08/2016)
01/12/2016
259 (p.6194)
ORDER REQUIRING SCHEDULING CONFERENCE AND REPORT FOR

CONTENTS OF SCHEDULING ORDER: The Joint Report shall be filed no
later than 10 days from the date of the scheduling conference. (Ordered by Judge
Ed Kinkeade on 1/12/2016) (axm) (Entered: 01/12/2016)
01/13/2016
260 (p.6200)
Surety Bond in the amount of $100,000 posted by Delta Air Lines Inc. (axm)
(Entered: 01/14/2016)
01/19/2016
261 (p.6205)
NOTICE OF INTERLOCUTORY APPEAL as to 257 (p.6150) Memorandum

Opinion and Order, 258 (p.6192) to the Fifth Circuit by Southwest Airlines Co.
Filing fee $505, receipt number 0539-7318960. T.O. form to appellant
electronically at Transcript Order Form or US Mail as appropriate. Copy of NOA
to be sent US Mail to parties not electronically noticed. IMPORTANT ACTION
REQUIRED: Provide an electronic copy of any exhibit you offered during a
hearing or trial that was admitted into evidence to the clerk of the district court
within 14 days of the date of this notice. Copies must be transmitted as PDF
attachments through ECF by all ECF Users or delivered to the clerk on a CD by
all non-ECF Users. See detailed instructions here. (Exception: This requirement
does not apply to a pro se prisoner litigant.) Please note that if original exhibits
are in your possession, you must maintain them through final disposition of the
case. (Stanton, Britta) (Entered: 01/19/2016)
01/20/2016
262 (p.6207)

by Federal Aviation Administration, United States Department of Transportation.
(Ullman-DOJ, Susan) (Entered: 01/20/2016)
01/25/2016
263 (p.6209)
NOTICE of Attorney Appearance by Eric W Pinker on behalf of Southwest

Airlines Co. (Filer confirms contact info in ECF is current.) (Pinker, Eric)
(Entered: 01/25/2016)
01/25/2016
264
01/26/2016
(Document Restricted) Amended Sealed Attorney Contact Information (Sealed

pursuant to SO 19-1, statute, or rule) filed by Southwest Airlines Co (Krabill,
USCA Case Number 16-10051 in USCA5 for 261 (p.6205) Notice of Appeal
filed by Southwest Airlines Co. (axm) (Entered: 01/26/2016)
01/28/2016
265 (p.6211)
ORDER OF ADMINISTRATIVE CLOSURE AND STAYING CASE. The

Court hereby stays this action pending the results of the appeal. Pursuant to LR
79.2 and LCrR 55.2, exhibits may be claimed during the 60-day period following
final disposition (to do so, follow the procedures found at Exhibit Guide). The
clerk will discard exhibits that remain unclaimed after the 60-day period without
additional notice. (Clerk to notice any party not electronically noticed.) (Ordered
by Judge Ed Kinkeade on 1/28/2016) (ran) (Entered: 01/28/2016)
02/02/2016
266 (p.7125)
Electronic Copy of Admitted Hearing or Trial Exhibit(s) re 261 (p.6205) Notice

of Appeal, List of Admitted Hearing Exhibits filed by Delta Air Lines Inc,
Southwest Airlines Co. Exhibits are available for public inspection at the clerk's
office. (Attachments: # 1 (p.37) Exhibit(s) 1-24, # 2 (p.120) Exhibit(s) 25, # 3
(p.122) Exhibit(s) 28-45, # 4 (p.124) Exhibit(s) 48-63, # 5 (p.136) Exhibit(s)
16-10051.35
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Document: 00513477355
Page: 40
66-69, # 6 (p.148) Exhibit(s) 70-77, # 7 Exhibit(s) 80-88, # 8 (p.149) Exhibit(s)

90-93, # 9 (p.206) Exhibit(s) 94-98, # 10 (p.208) Exhibit(s) 110, # 11 (p.214)
Exhibit(s) 112-117, # 12 (p.233) Exhibit(s) 118-137, # 13 Exhibit(s) 138-150, #
14 (p.268) Exhibit(s) 151-162, # 15 (p.270) Exhibit(s) 163-219, # 16 (p.271)
Exhibit(s) 220-229, # 17 (p.273) Exhibit(s) 231-246, # 18 (p.275) Exhibit(s)
260-318, # 19 (p.301) Exhibit(s) 322-400, # 20 (p.450) Exhibit(s) 403, # 21
(p.479) Exhibit(s) 411-438, # 22 (p.528) Exhibit(s) 443, # 23 (p.534) Exhibit(s)
446-465, # 24 (p.586) Exhibit(s) 466-604, # 25 Exhibit(s) 605-607, # 26
Exhibit(s) 608-611, # 27 Exhibit(s) 612-631, # 28 Exhibit(s) 638, # 29 Exhibit(s)
641-683, # 30 (p.858) Exhibit(s) 684-710, # 31 (p.860) Exhibit(s) 713-740, # 32
(p.863) Exhibit(s) 742-759, # 33 (p.868) Exhibit(s) 765-794, # 34 (p.870)
Exhibit(s) 795) (Krabill, Kent) (Entered: 02/02/2016)
02/03/2016
267 (p.6213)
Transcript Order Form: re 261 (p.6205) Notice of Appeal transcript not

requested. (Krabill, Kent) (Main Document 267 replaced on 2/4/2016; pdf
flatten) (axm). (Entered: 02/03/2016)
02/08/2016
268 (p.6214)
SUGGESTION OF BANKRUPTCY Upon the Record as to Seaport Airlines,

Inc. by City of Dallas. (Haskel, Peter) (Entered: 02/08/2016)
16-10051.36
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Document: 00513477355
Page: 41
TAB 2
Case: 16-10051
Document: 00513477355 Page: 42 Date Filed: 04/22/2016
Case 3:15-cv-02069-K Document 261 Filed 01/19/16 Page 1 of 2 PageID 7591
UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
CITY OF DALLAS,
Plaintiff,
v.
DELTA AIR LINES, INC., SOUTHWEST
AIRLINES CO., VIRGIN AMERICA INC.,
AMERICAN AIRLINES, INC., UNITED
AIRLINES, INC., SEAPORT AIRLINES,
INC., UNITED STATES DEPARTMENT
OF TRANSPORTATION, AND THE
FEDERAL AVIATION
ADMINISTRATION,
Defendants.
Civil Action No. 3:15-cv-02069-K
SOUTHWEST AIRLINES CO.S NOTICE OF APPEAL

______________________________________________________________________________
Pursuant to Federal Rule of Appellate Procedure 4(a), Southwest Airlines Co. gives
notice that it appeals to the United States Court of Appeals for the Fifth Circuit from the Order
entered on January 8, 2016 (Docket Nos. 257 & 258), as well as any prior judgments, opinions,
rulings, or orders subsumed therein.
Page 1
Case: 16-10051
DATED: January 19, 2016
Respectfully submitted
/s/ Britta Erin Stanton

John T. Cox, III (tcox@lynnllp.com)
Kent D. Krabill (kkrabill@lynnllp.com)
Britta Erin Stanton (bstanton@lynnllp.com)
Stephen M. Cole (scole@lynnllp.com)
Christopher Patton (cpatton@lynnllp.com)
Russell Herman (rherman@lynnllp.com)
LYNN TILLOTSON PINKER & COX, LLP
Dallas, TX 75201
Telephone: 214.981.3830
Facsimile: 214.981.3839
ATTORNEYS FOR DEFENDANT
SOUTHWEST AIRLINES CO.
The undersigned hereby certifies that on January 19, 2016, the foregoing document was
served on all counsel of record through the Courts ECF system.
/s/ Britta Erin Stanton

Britta Erin Stanton
4827-7483-6012, v. 2
Page 2
Case: 16-10051
Document: 00513477355
Page: 44
TAB 3
Case: 16-10051
IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
CITY OF DALLAS,
Plaintiff,
v.
DELTA AIRLINES, INC., SOUTHWEST

AIRLINES CO., VIRGIN AMERICA
INC., AMERICAN AIRLINES, INC.,
UNITED AIRLINES, INC., SEAPORT

AIRLINES, INC., UNITED STATES
DEPARTMENT OF
TRANSPORTATION, and THE
FEDERAL AVIATION
ADMINISTRATION,
Defendants.
Civil Action No. 3:15-CV-2069-K
MEMORANDUM OPINION AND ORDER

The Court is asked by Plaintiff City of Dallas, Defendant Southwest Airlines
Co., and Defendant Delta Air Lines, Inc. to grant a preliminary injunction, each party
requesting different relief.
The following motions are before the Court:
(1)
Defendant Southwest Airlines Co.s Verified Application for Temporary Restraining

Order, Preliminary Injunction, and Permanent Injunction Against Delta Air Lines,
Inc. (Doc. 10); (2) Plaintiff City of Dallas Verified Cross-Motion for [Temporary
Restraining Order] (Doc. No. 20); and (3) Defendant Delta Air Lines, Inc.s
Emergency Motion for a Temporary Restraining Order and a Preliminary Injunction
1
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Case: 16-10051
Against Southwest Airlines Co. (Doc. No. 22).
The Court held an evidentiary
hearing (injunction hearing) on these pending motions for injunctive relief on

September 28-30, 2015.
The Court has carefully considered the motions, the
responses, the replies, supporting appendices, pleadings, applicable law, and evidence
offered at the injunction hearing. Because the equitable factors related to injunctive
relief weigh heavily in favor of Delta and not Southwest, the Court hereby GRANTS
Deltas motion for preliminary injunction and DENIES the motion for injunctive
relief filed by Southwest. The City requests any one of several alternative forms of
injunctive relief including the relief requested by Delta. Because the equitable factors
also weigh in favor of the City, the Court GRANTS the Citys motion.
I.
Factual and Procedural Background

History of Love Field and The Wright Amendment
Love Field Airport (Love Field) was originally constructed as a United States
Army airbase during World War I. Plaintiff City of Dallas (City) has owned and
operated Love Field since 1928. In the 1960s, the federal government ordered the
cities of Dallas and Ft. Worth to designate one airport from which federally regulated
air carriers could serve both cities. The cities were unable to agree on the designation
of either Love Field or the airport in Ft. Worth as the airport to serve both cities. But
the cities did agree to construct a new airport, Dallas-Ft. Worth International Airport
(DFW Airport), which ultimately opened in 1974. Every federally certified airline
then operating at Love Field and the Ft. Worth airport agreed to relocate their
2
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Case: 16-10051
operations to DFW Airport. At that time, Defendant Southwest Airlines Company

(Southwest) flew only within the State of Texas, so it was not a federally certified
air carrier. Although the other airlines left Love Field, Southwest continued its Texasonly flight operations from Love Field.
With the enactment of the Airline Deregulation Act of 1978, Southwest
announced plans to expand its Love Field flight operations to airports outside of
Texas.
In response to that announcement and in an effort to protect the
development of DFW Airport, Congress passed the Wright Amendment in 1979;

named for Jim Wright, a congressman from Ft. Worth who was later Speaker of the
House.
The Wright Amendment restricted interstate flights from Love Field to
Louisiana, Arkansas, Oklahoma and New Mexico, the four states surrounding Texas.
In several later amendments to the Wright Amendment, direct service from Love
Field to Alabama, Kansas, Mississippi and Missouri was allowed. During this time of
restricted flight operations, other air carriers moved in and out of Love Field, but
Southwest remained.
Reforming and Repealing the Wright Amendment
At the suggestion of Congress in 2006, Dallas and Ft. Worth began working on a
recommendation for a long-term solution to the Wright Amendments flight
restrictions at Love Field. The result was an agreement entered into between the City
of Dallas, the City of Ft. Worth, DFW Airport Board, Southwest, and Defendant
16-10051.6152
Case: 16-10051
American Airlines (American) on July 11, 2006 (Five Party Agreement).

Important terms of the Five Party Agreement include the following:
1. A reduction in the total number of gates at Love Field from 32 to 20.
2. A prohibition of the subdivision of a gate in any form, including the use of
hardstands which permit an airline to ground load/unload their
passengers.
3. The allocation of 16 preferential use gates to Southwest, two preferential
use gates to American, and two preferential use gates to ExpressJet
Airlines, Inc..
4. A limitation on flight operations to the hours of 6:00 a.m. to 11:00 p.m.
5. A prohibition of international flights originating from Love Field.
In addition to these terms, the Five Party Agreement refers to the possibility of a
new entrant airline seeking space to operate at Love Field under the new gate
limitations:
To the extent a new entrant carrier seeks to enter Love Field,
the City of Dallas will seek voluntary accommodation from its
existing carriers to accommodate the new entrant service. If the
existing carriers are not able or are not willing to accommodate the
new entrant service, then the City of Dallas agrees to require the
sharing of preferential lease gates, pursuant to Dallas existing lease
agreements.
The Five Party Agreement does not define the term preferential use even though it
is used in that agreement. At the time of the Five Party Agreement, three airlines had
Lease Agreements with the City to use Love Field gates and space. (These airlines
with Lease Agreements are referred to herein as Signatory Airlines.) Unlike the
4
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Case: 16-10051
Five Party Agreement, the Lease Agreement does define the term preferential use as
meaning the Signatory Airline has primary, but not sole, use of the leased space.
After the Five Party Agreement was formalized, the parties presented their
agreement to Congress as the collaborative local effort for reforming and/or repealing
the Wright Amendment.
Several, though not all, provisions of the Five Party
Agreement were ultimately incorporated into the Wright Amendment Reform Act
(WARA), which officially repealed the Wright Amendment when it was adopted on
October 13, 2006; but maintained the long-distance flight restrictions from Love
Field for eight more years until October 2014. Just as in the Five Party Agreement,
WARA addressed new entrant airlines needing space to operate at the now gate
restricted Love Field, specifically providing that, [t]o accommodate new entrant air
carriers, the city of Dallas shall honor the scarce resource provision of the existing Love
Field leases. (Emphasis added.) The substantive provisions regulating flights in and
out of Love Field were incorporated into WARA. The provisions of the Five Party
Agreement which were not incorporated into and adopted by WARA are simply
contractual obligations between the five parties that are independent of WARA, and
do not include Delta.
Post-WARA Changes
Certain changes to the original preferential gate assignments have occurred since
the Five Party Agreement was entered into and WARA was enacted. There were
three airlines which entered into Lease Agreements with the City for preferential
5
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Case: 16-10051
use of the 20 gates at Love FieldExpressJet Airlines, Inc. (ExpressJet), American,

and Southwest. In 2008, the ExpressJet gates were acquired by Continental Airlines,
and then by Defendant United Airlines, Inc. (United) as part of its merger with
Continental. With the merger, United became obligated as a successor to a Signatory
Airline regarding all obligations under the Lease Agreement for those two gates.
American is still a Signatory Airline, but in May 2014, Defendant Virgin America,
Inc. (Virgin) subleased Americans two gates pursuant to a federal divestiture order
related to the American and U.S. Airways merger which began in 2013 and was
approved in 2014. This action effectively removed American Airlines from flying out
of Love Field. (Southwest and Delta both sought those two American gates during
the divestiture proceedings and both were rejected by the Department of Justice and
the federal court.) Virgin then entered into a gate usage agreement with Defendant
Seaport Airlines allowing it to operate two flights daily from Virgins two gates.
Southwest continues to have a Lease Agreement with the City for preferential use of
16 gates.
Terms and Provisions of the Lease Agreement
The terms of each Lease Agreement for gates between the City and the respective
Signatory Airline are essentially identical, according to the City.
The Signatory
Airline has either exclusive use or preferential use of its leased space at Love Field, as
described in the Lease Agreements. Exclusive use pertains to that leased space that
the Signatory Airline has the sole right to use. Preferential use, on the other hand,
6
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Case: 16-10051
applies to those leased spaces where the Signatory Airline is considered the primary,
but not sole, user. Under each Lease Agreement, no Signatory Airline has exclusive
use of any gate, only preferential use. There is exclusive use leased space at Love
Field; but, there are no exclusive use gates at Love Field.
Just as both the Five Party Agreement and WARA recognized the limitations
created by the gate restrictions, each Lease Agreement addresses the possibility of
Love Field facilities becoming a scarce resource. The Lease Agreement anticipates a
new entrant air carrier (Requesting Airline) may seek to provide service at Love
Field with the new gate restrictions.
Recognizing the need for open access and
uniform treatment, the Lease Agreement goes further and provides a procedure in
Section 4.06F when accommodation is sought by a Requesting Airline.
This
procedure requires the Requesting Airline first exhaust all reasonable efforts to secure
a voluntary arrangement for accommodations from each Signatory Airline.
If the
Requesting Airlines attempt for voluntary accommodation fails, then the Citys
Director of Aviation (Director) will notify each Signatory Airline that if a voluntary
accommodation is not made within the 30-day time frame under each Lease
Agreement, the Director will select one of the Signatory Airlines to fulfill the
accommodation request. Notice will then be sent to the selected Signatory Airline
which will have 10 days to comment on or dispute the Directors choice.
The
Signatory Airline must accommodate the Requesting Airline unless the Director
16-10051.6156
Case: 16-10051
rescinds his selection. The accommodation procedure does not specify options or
remedies the Requesting Airline might have if the Director rescinds his selection.
Deltas First Accommodation Request
Beginning July 2009, Delta entered into a month-to-month sublease with
American for partial use of its two gates, which allowed Delta to begin service from
Love Field. Delta enjoyed uninterrupted service from Love Field under this monthto-month arrangement. But Deltas service was placed in jeopardy when its monthto-month sublease with American was set to end on October 12, 2014, the effective
date of Americans divesting sublease with Virgin for those two gates. Delta began
contacting the Signatory Airlines, as well as Virgin, on June 13, 2014, to request
voluntary accommodation for its five daily flights, but that effort was unsuccessful.
In a letter dated July 16, 2014, Delta requested the City initiate the mandatory or
forced accommodation procedure set forth in each Lease Agreement with the
Signatory Airlines. Following Section 4.06F, Mr. Mark Duebner (Mr. Duebner),
Director of the Citys Department of Aviation, notified the Signatory Airlines that
unless Delta was accommodated within 30 days, Mr. Duebner would select one
Signatory Airline to comply with the accommodation order.
On September 18,
2014, Delta informed Mr. Duebner in a letter that no accommodation had been
made even though the 30-day deadline had passed. Delta emphasized the urgency of
the situation with American terminating its agreement with Delta effective October
12, 2014. Delta also reminded Mr. Duebner that the Department of Aviation has
8
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Case: 16-10051
previously assured us that we would be accommodated, and we are relying on that

commitment. With no sublease or voluntary or forced accommodation in place,
Delta entered into temporary gate usage agreements with different air carriers at Love
Field at various points in time to ensure continued service, all while reasserting its
accommodation request to the City.
During this time, United was operating only seven daily flights out of its two
leased gates. On September 19, 2014, Mr. Duebner notified United in a letter that
the City selected United to accommodate Delta on one of its gates. Mr. Duebner
stated that the Citys decision was based on Uniteds actual gate usage at that time
and he told United that the accommodation must be made within 30 days. The day
before that notification, on September 18, 2014, United entered into a gate usage
agreement with Southwest for its use of Uniteds two gates only for overflow purposes
or irregular operations; United continued to operate its flights from both gates.
On September 23, 2014, Mr. Bob Montgomery (Mr. Montgomery), Vice
President of Airport Affairs for Southwest, sent a letter to Mr. Duebner disputing and
disagreeing with the Citys decision to force United to accommodate Delta on these
two gates Southwest had contracted to use for overflow or irregular operations. To
bolster Southwests argument, Mr. Montgomery pointed to Southwests recent gate
usage agreement with United, Southwests own desire and intent to ramp up its
flight operations, and his interpretation of the Lease Agreement language providing
only an accommodation process for requests, but not an actual requirement of the
9
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Signatory Airline to accommodate. The next day, September 24, 2015, Southwest
CEO Mr. Gary Kelly emailed Mr. AC Gonzalez, City Manager, that Southwest was
not happy with the Citys decision:
It has come to my attention that once again, as recently as this
week, [the City] has taken steps to frustrate and impede Southwest
Airlines growth and success. Further, the [C]ity has acted in a
manner that again puts us in adverse positions legally.
The 43-year history of Southwest Airlines has been a constant
struggle to overcome [sic] with the City of Dallas.
If anyone from the City Managers Office or the Aviation Dept.
had attended the program we hosted for Dallas leaders two weeks
ago at our $100 million+ new training and operations center, they
would have learned that Southwest, based on 2013 accumulated
data:
--generated over $4 billion in local economic activity
--contributed $2 billion to the Dallas area GDP
--aided in the creation of over 22,000 jobs
--paid $1 billion in salaries, wages, and benefits to 8,000 Dallas
area Employees
--paid $42 million in taxes in the Dallas area
--supported 428 local civic and charitable organizations with
cash and/or free travel
All of the above has been accomplished without financial
incentives or tax abatements asked for or offered. In return, Dallas
has, by choicenot necessity, elected to reward competitors that
have contributed nothing to Dallas while denying Southwest the
opportunity to grow from Dallas Love Field, the airport
[Southwest] first saved from elimination by the [C]ity and then
[Southwest] rebuilt at no cost to the city.
We thought that after working so hard to resolve the historic
dispute between Dallas and Ft. Worth over our airports and then
investing so massively to reinvent Love Field that we were finally
past these acrimonious hardships with our hometown. After 43
years of this, we have Dallas fatigue. We are moving on to focus
10
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our corporate investments in those markets that place a value on

them and their corporate residents.
On September 26, 2014, United sent a letter to the City objecting to the Citys
requirement that United accommodate Delta. United stated both of the gates would
be fully utilized as of October 13, 2014, pointing to Uniteds flight operations and
the recent gate usage agreement with Southwest for overflow or irregular operations
on those gates. United said that Delta could not be accommodated and asked the
City to rescind its directive.
On September 27, 2014, Southwest offered $120
million cash consideration for the preferential use of both United gates at Love Field,
which was accepted by United on September 29, 2014.
The City acquiesced to
Southwests demands on September 29, 2015, and decided to rescind the September
19 accommodation order to be implemented by United. In a letter dated September
29, 2014, the City notified Delta that it could no longer be accommodated on
Uniteds gates because of Uniteds recently provided flight schedules which included
the new gate usage agreement between Southwest and United.
Deltas Second Accommodation Request
Section 4.06F provides no options or alternatives for a Requesting Airline in the
case of the Director rescinding his selection. After the City rescinded its original
September 19 accommodation directive to United, Delta made a second request for
forced accommodation with the City. Delta sent Mr. Duebner a letter dated October
2, 2015, asserting that the City had obligations under Section 4.06 of the [Lease
11
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Agreement], the Five Party Agreement, the Citys recent promise to accommodate
Delta, its commitment in its Airline Competition Plan filed with the [FAA]. . ., its
Airport Improvement Program grant assurances, and Federal law to act on Deltas
accommodation request and designate a Signatory Airline to share its gate space with
Delta on a more permanent basis. The City began another accommodation process
on December 1, 2014, and sent a letter to Virgin, United and Southwest stating that
Deltas accommodation request had triggered the formal accommodation process set
out in Section 4.06F. The City stated that if none of the Signatory Airlines would
voluntarily accommodate Delta, the City would choose one to accommodate Delta.
None of the Signatory Airlines offered to voluntarily accommodate Delta in response
to that letter.
The City Asks DOT for Guidance on Accommodation Request
On December 8 and 11, 2014, the City contacted Defendant Department of
Transportation (DOT) by phone for help and guidance on how to handle air carrier
access at Love Field, specifically as it related to Deltas accommodation request. The
DOT responded with a letter dated December 17, 2014, outlining what the DOT
understood the Citys obligations to be regarding competition at Love Field.
Specifically, the DOT stated that the City had legal obligations to accommodate
Delta, which included the Citys obligations under the federal Competition Plan
statute and also the grant assurances the City made in relation to grants under the
Airport Improvement Program.
The DOT emphasized the importance of

12
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Case: 16-10051
accommodating a requesting airline and ensuring competition at this constrained

airport. As for the length of any accommodation, the DOTs position was that an
accommodated airline is entitled to an ongoing similar pattern of service as long as
the carrier continues to operate the accommodated flights.
Southwests Sublease of Uniteds Two Gates Takes Effect
Although none of the Signatory Airlines agreed to voluntary accommodate Delta
after Mr. Duebners December 1 letter, the City chose not to select any of the airlines
to comply with the accommodation request, even though that accommodation is
required under Section 4.06F2: [T]he Director will notify all Signatory Airlines in
writing that if Requesting Airline is not accommodated within thirty (30) days from
the receipt of the notice, the Director will select one of the Signatory Airlines to comply
with the request for accommodation in a non-discriminatory manner. (Emphasis added.)
Then on January 28, 2015, Southwest entered into a Sublease Agreement with
United for Southwests preferential use of Uniteds two gates, which formalized the
$120,000,000 deal agreed to on September 29. The United Lease Agreement with
the City required the City to approve any sublease before that sublease could take
effect.
On January 28, the City consented to that Sublease Agreement between
United and Southwest.

The City Seeks DOT Guidance a Second Time
Although the City refused to select a Signatory Airline to accommodate Delta, Mr.
Peter Haskell, the Assistant City Attorney, emailed the DOT on February 26, 2015,
13
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asking for further guidance on the Citys federal and legal obligations and also the
proper duration for Deltas requested accommodation. The DOT sent another letter
to the City on June 15, 2015, again explaining the DOTs interpretation of the Citys
obligations. The DOT reiterated that the grant assurances and the Competition Plan
statute both require the City to accommodate a requesting airline if a voluntary
accommodation cannot be arranged. The DOT also stated that the City is required
to accommodate a requesting carrier unless Love Fields facilities are fully-utilized at
the time of the request, or the signatory carriers at the time of the request are selling
tickets for future flights fully-utilizing the facilities.
The DOT specifically noted
that the City should not consider a Signatory Airlines unscheduled future expansion
plans because it may give a signatory carrier the ability to block a competitors
accommodation request by deciding or asserting, after a request is made, that it will
expand service.
accommodation,
Finally, the DOT restated its position on the length of

which
is
that
once
accommodated
at
Love
Field,
the
accommodated carrier is entitled to an ongoing similar pattern of service as long as

the carrier continues to operate the accommodated flights and that the
accommodated carrier should not be pushed out by incumbent carriers at a later
date.
The DOT concluded its response with a reminder that it is the Citys
responsibility to decide how to act on Deltas request.
14
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City of Dallas Files This LawsuitTell Us What to Do!

Ultimately, none of the Signatory Airlines (meaning an airline having a Lease
Agreement with the City for use of Love Field space and gates) or Virgin (having a
Sublease Agreement with American) offered to voluntarily accommodate Delta and
the City refused to force an accommodation choosing not to follow the guidance the
City solicited from the DOT. Delta continued to operate flights from Love Field
under a temporary gate usage agreement with United to use one of its preferential use
gates for 180 days to operate Deltas five daily flights; Southwest offered to honor the
temporary 180 day gate usage agreement after the effective date of the Sublease
Agreement. This temporary gate usage agreement was set to expire on July 6, 2015.
As the expiration date loomed closer, Southwest rejected Deltas requests to extend it.
Continuing to press the accommodation request with the City, Delta told the City it
would refuse to cease operations at Love Field on July 7, 2015, because it had a right
to accommodation. In an attempt to avoid what it says would be potential chaos at
Love Field beginning July 7, 2015, the City filed this lawsuit on June 17, 2015,
seeking declaratory relief related to, among other things, its legal obligations and
rights with respect to the Five Party Agreement, WARA, the Lease Agreements and
federal regulations and laws affecting Love Field; essentially the City is asking this
Court to Please tell us what to do. On June 19, 2015, Southwest filed the pending
Verified Application for Temporary Restraining Order, Preliminary Injunction, and
Permanent Injunction Against Delta. The City filed the pending Cross-Motion for
15
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TRO [sic] on June 23, 2015. On the same date, Delta filed the pending Emergency
Motion for a Temporary Restraining Order and a Preliminary Injunction Against
Southwest.
Taking into account the complexity of this case and the importance of this matter
to the citizens of Dallas and the Metroplex, the Court urged the parties to come to a
temporary agreement related to Deltas gate usage at Love Field in order to allow the
parties adequate time to brief the injunctive relief requests and responses, as well as
allow the Court time to conduct a hearing.
Southwest and Delta reached a
temporary gate usage agreement whereby Southwest would permit Delta to continue
operating its five flights daily until the Court rules on the pending motions for
injunctive relief.
The Court conducted a three-day hearing on the motions on
September 28-30, 2015.

II.
Legal Standard
The purpose of a preliminary injunction is to preserve the status quo and thus
prevent irreparable harm until the respective rights of the parties can be ascertained
during a trial on the merits. Serna v. Tex. Dept. of State Health Services, Vital Statistics
Unit, No. 1-15-CV-446-RP, 2015 WL 6118623, at 13 (W.D. Tex. Oct. 16, 2015)
(quoting Exhibitors Poster Exch., Inc. v. Natl Screen Serv. Corp., 441 F.2d 560, 560 (5th
Cir. 1971)). To be entitled to a preliminary injunction, the movant must satisfy each
of the following equitable factors:
(1) a substantial likelihood of success on the
merits; (2) a substantial threat of irreparable injury; (3) the threatened injury to the
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movant outweighs the threatened harm to the party sought to be enjoined; and (4)
granting the injunctive relief will not disserve the public interest. Canal Auth. of State
of Fla. v. Callaway, 489 F.2d 567, 572 (5th Cir. 1974); see also Tex. Med. Providers
Performing Abortion Servs. v. Lakey, 667 F.3d 570, 574 (5th Cir. 2012) (quoting
Bluefield Water Assn, Inc. v. City of Starkville, Miss., 577 F.3d 250, 252-53 (5th Cir.
2009)). Because a preliminary injunction is an extraordinary remedy, it should not
be granted unless the movant has clearly carried the burden of persuasion on all
four requirements. Bluefield Water, 577 F.3d at 253 (quoting Lake Charles Diesel, Inc.
v. Gen. Motors Corp., 328 F.3d 192, 195-96 (5th Cir. 2003)). Failure to sufficiently
establish any one of the four factors requires this Court to deny the movants request
for a preliminary injunction.
See Enter. Intl, Inc. v. Corporacion Estatal Petrolera
Ecuatoriana, 762 F.2d 464, 472 (5th Cir. 1985).
Any factual findings and/or
conclusions of law the Court makes herein are not binding at a trial on the merits.
Jonibach Mgmt. Trust v. Wartburg Enterprises, Inc., 750 F.3d 486, 491 (5th Cir. 2014).
III.
Analysis
At this juncture, the Court is only concerned with the need for immediate relief
pending a trial on the merits.
The Citys Request
The City moves for injunctive relief in the form of the Court granting either the
relief requested by Southwest, or alternatively, the relief requested by Delta, or
further in the alternative, the Court limiting both Southwests and Deltas flight
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operations in order to prevent double-booking and limit interference with gate rights.
The City takes no position on precisely what the injunctive relief should be. The
City simply moves for some sort of injunctive relief, whatever the Court determines
that to be, while the legal issues are decided.
Deltas Request
Delta seeks injunctive relief against Southwest to freez[e] the status quo . . .
allowing Delta to continue operating its limited schedule of five daily flights . . .
pending final resolution of this proceeding. Delta specifically asks the Court to issue
a preliminary injunction prohibiting Southwest from (1) evicting Delta from its
gate(s) at Love Field, (2) expanding its flight operations at Love Field, or (3) any
other action inconsistent with Deltas right to long term accommodation.
Southwests Request
Southwest seeks injunctive relief against Delta to protect Southwests property
rights and to protect the rights of the flying public. Specifically, Southwest seeks a
preliminary injunction prohibiting Delta from trespassing on Southwests gates at
Love Field after the expiration of the temporary gate usage agreement.
A. Deltas Motion for Preliminary Injunction
1. Likelihood of Success on the Merits
In establishing a substantial likelihood of success, the movant is not
required to prove [his] entitlement to summary judgment for purposes of
preliminary injunction. Byrum v. Landreth, 566 F.3d 442, 446 (5th Cir. 2009); see also
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Janvey v. Alguire, 647 F.3d 585, 595-96 (5th Cir. 2011). The district court look[s] to
standards provided by the substantive law to determine likelihood of success on the
merits. Janvey, 647 F.3d at 596 (quoting Roho, Inc. v. Marquis, 902 F.2d 356, 358
(5th Cir. 1990)).
At the time Delta filed its motion, it had not yet filed an answer or any
counter- and/or crossclaims. At the time of the injunction hearing, Delta had filed its
amended cross-claims against Southwest seeking or asserting:
(1) a declaratory
judgment that the Sublease Agreement between United and Southwest violated the
Lease Agreements; (2) a declaratory judgment that Delta is entitled to be
accommodated; (3) a claim for breach of the Southwest Lease Agreement; and (4) a
claim for tortious interference with the United Lease Agreement. The Court need
only consider whether Delta has a likelihood of success on the merits of one of its
claims.
See Ramada Franchise Sys., Inc. v. Jacobcart, Inc., Civ. No. 3:01-CV-306-D,
2001 WL 540213, at *1 (N.D. Tex. May 17, 2001)(Fitzwater, J.).

To establish a breach of contract claim under Texas law, the party must prove:
(1) the existence of a valid contract; (2) that the [party] performed or tendered
performance; (3) that the other party breached the contract; and (4) that the party
was damaged as a result of the breach. Cordero v. Avon Products., Inc., No. 15-40563,
2015 WL 6530721, at *2 (5th Cir. Oct. 29, 2015). A party must establish its privity
to the contract or its status as a third-party beneficiary in order to sue for breach of
contract. Maddox v. Vantage Energy, LLC, 361 S.W.3d 752, 756-57 (Tex.App.Ft.
19
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Worth 2012). Deltas breach of contract claim is based on the Lease Agreement
entered into by the City and Southwest. Because Delta is not a signatory to the
Lease Agreement, the Court must determine as a threshold matter that Delta has
standing as a third-party beneficiary to enforce the Lease Agreement.
a. Is Delta a Third-Party Beneficiary?
Texas courts have traditionally presumed that a party contracts only for its
own benefit and have therefore maintained a presumption against third-party
beneficiary agreements.
Id. at 757.
Unless there is clear and unequivocal
representation that the contracting parties intended to directly benefit a third-party,

courts will not infer such intent in order to confer third-party beneficiary status.
Tawes v. Barnes, 340 S.W.3d 419, 425 (Tex. 2011). The contract does not need to
specifically name the third-party, but it must adequately describe or designate the
third-party. Maddox, 361 S.W.3d at 757. A third-party beneficiary is either a donee
beneficiary or creditor beneficiary. Id. When the completed contracted performance
comes to the party as a pure donation, that party is a donee beneficiary. Id. (citing
MCI Telecomms. Corp. v. Tex. Util. Elec. Co., 995 S.W.2d 647, 651 (Tex. 1999)).
When the contracted performance satisfies a duty or legally enforceable commitment
owed to the party by the promisee, the party is considered a creditor beneficiary. Id.
A party is not a third-party beneficiary if it simply benefits incidentally from the
contract. Maddox, 361 S.W.3d at 757.
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Delta contends that a new entrant airline is an intended, contemplated,

and/or third-party beneficiary of the Lease Agreement between the Signatory Airline
and the City. Delta contends that its request for voluntary accommodation from
Southwest, beginning in June 2014, satisfied Deltas obligations as a new entrant
airline or Requesting Airline under Section 4.06F. Delta, the City and Southwest
disagree as to the exact definition of new entrant airline. The Five Party
Agreement, WARA, and the Lease Agreement do not define new entrant airline.
The Court must first define new entrant airline before it can address the third-party
beneficiary analysis.
i. New Entrant Airline Defined
Delta defines new entrant airline as any airline that is not a Signatory Airline
in a Lease Agreement with the City. Southwest defines new entrant airline as an
airline that does not currently operate at Love Field.
The City does not offer a
definition, but instead asks the Court to define it. The Lease Agreement uses the
term new entrant airline in Section 4.06F interchangeably with Requesting
Airline, but the Lease Agreement does not define new entrant airline. The Lease
Agreement does define Requesting Airline in Section 1.50, but the definition is
limited, stating only that the term has the meaning given to it in Section 4.06F. The
Lease Agreement provides in Section 4.06F:
Airline and City agree that although most of the airline areas
in the Terminal Building [at Love Field] are or will be leased to
Signatory Airlines for their exclusive or preferential use, and
21
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Terminal Building facilities [which includes gates] at the Airport

may become a scarce resource if a new entrant airline (Requesting
Airline) requests to provide service at the Airport. In such
circumstances, Airline agrees to accommodate such Requesting
Airline as its Leased Premises at such times that will not unduly
interfere with its operating schedule and upon such reasonable
terms as may be agreed upon between Airline and the Requesting
Airline[], taking into consideration all the circumstances of such an
accommodation agreement. . . . To insure compliance with this
obligation and to provide open access and uniform treatment for
all airline tenants, the following [accommodation] procedure is
established. . . .
By signing the Lease Agreement which contains this language, all parties
acknowledge the potential scarce resources at Love Field. The language is clear that
the purpose of the accommodation procedure is to insure there would be open access
for an airline requesting accommodation for gate space at Love Field in light of the
gate limitations and overall constraints which the parties all recognized.
The
language discusses the potential scarcity of Love Field facilities because most are or
will be leased to Signatory Airline for their exclusive or preferential use. Because of
this, the Signatory Airline agrees to provide space to a new entrant airline seeking to
provide service at Love Field. There is no language limiting the new entrant airline to
one not currently operating at Love Field. The Lease Agreement language does not
limit the parties accommodation obligation to an airline not currently operating at
Love Field. Such a narrow construction of new entrant airline is unreasonable and
too restrictive in light of the language of section 4.06F of the Lease Agreement. The
Court agrees with Deltas proposed definition of new entrant. Although the Lease
22
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Agreement language is not artfully drafted, the Court finds new entrant airline to
mean any airline that is not a Signatory Airline in a Lease Agreement with the City
and an airline needing space at Love Field to provide service.
ii. Is Delta Able to Bring Breach of Contract Claim as a New
Entrant Airline?
Having defined new entrant airline, the Court now turns to whether Delta,
as a new entrant airline, can be a third-party beneficiary to the Lease Agreement
and bring its breach of contract claim. The Court finds Delta is a creditor beneficiary
because the duty owed to Delta is a contractual obligation or some other legally
enforceable commitment under the Lease Agreement. See Stine v. Stewart, 80 S.W.3d
586, 589 (Tex. 2002).
Section 4.06F specifically provides that when an
accommodation request is made, Southwest as the Signatory Airline agrees to

accommodate the Requesting Airline, here Delta, at times that would not unduly
interfere with Southwests schedule. This agreement by Southwest satisfies a duty or
legally enforceable commitment owed to Delta once Delta made that accommodation
request in compliance with section 4.06F. The Court finds the Lease Agreement is
clear and unequivocal that the City and the Signatory Airlines intended to directly
benefit a new entrant airline or Requesting Airline, in this case Delta, with this
accommodation provision. See Tawes, 340 S.W.3d at 425.
Delta would not simply benefit incidentally from the accommodation
provision.
See Stine, 80 S.W.3d at 589.
The parties drafted an accommodation
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procedure that would be triggered upon a request from a new entrant airline and
this was incorporated into the Lease Agreement. The purpose of that procedure is
explained in the Lease Agreement as providing a new entrant airline access to scarce
space at Love Field.
Obviously, the Lease Agreement does not specifically name
Delta as a beneficiary, but it does adequately describe or designate Delta by use of

the term new entrant airline or Requesting Airline. See Maddox, 361 S.W.3d at
757. If the City and Southwest as parties to the Lease Agreement did not intend for
a new entrant airline to have the right to enforce this section, there would be no
other way for the accommodation procedure to work and no remedy for the new
entrant airline should the City and/or Southwest not comply with their agreement.
There is no reasonable interpretation of this accommodation provision other than
that the new entrant airline is in fact the only intended beneficiary. Otherwise, this
is superfluous language because no one benefits from this provision. The Court finds
at this preliminary stage that Delta has standing to bring its breach of contract claim
against Southwest as a third-party beneficiary.
b. Did Southwest Breach the Lease Agreement?
The Court now turns to Southwests alleged breach of the agreement.
To
establish a substantial likelihood of success on the merits of its breach of contract

claim, Delta must to prove:
(1) the existence of a valid contract; (2) that Delta
performed or tendered performance; (3) that Southwest breached the contract; and
(4) that Delta was damaged as a result of the breach. See Cordero, No. 15-40563,
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Case: 16-10051
2015 WL 6530721, at *2. There is no dispute that a contract, the Lease Agreement,
exists and the Court has already determined Delta is a third-party beneficiary, so the
first factor is established.
As for Deltas performance, the record establishes that
Delta performed its obligation under the accommodation procedure in section 4.06F
by contacting all Signatory Airlines and any airline subleasing gate space from a
Signatory
Airline
beginning
June
13,
2014,
to
try
to
secure
voluntary
accommodation.
Section 4.06F provides that the Signatory Airline agrees to accommodate such
Requesting Airline at its Lease Premises at such times that will not unduly interfere
with its operating schedule. The Lease Agreement does not define unduly interfere
with. The Court finds it very interesting that former Mayor Laura Miller testified
about this exact phrase in the Lease Agreement at the Congressional subcommittee
hearing on reforming the Wright Amendment Act. In response to a subcommittee
members question about the meaning of the undefined and vague term unduly
interfere with, Ms. Miller testified:
Well it was crafted by the Dallas City Attorneys Office and
we understand, since it has never been tested, we have never had a
conflict; that we should, if we are responsible, create a very clear policy
using this as the template for how we are in real terms going to be executing
this. This [term] gives us the authority to tell [a Signatory Airline],
you have to make room. But I think that like other airports like
you cited that have this issue of capacity, we need to have a very clear
policy in place so that the tenants have a clear expectation for how its going
to work when the director say we shall make room for [a Requesting Airline]
and this is how we are going to do it.
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Case: 16-10051
Ex. 631, p. 0052. As we now know, the City wholly failed to craft any policy, let
alone a clear one, setting forth how the accommodation procedure and process would
work in reality. This vague language about unduly interfere with was drafted by
the City itself and was noted by at least one concerned subcommittee member of
contributing to Southwest [being] in the catbird seat.
And worse, then Mayor
Laura Miller acknowledged the need for the City, if we are responsible, [to] create a very
clear policy . . . for how we are in real terms going to be executing this. Now in this case, the
Court is asked to follow through with what the City should have done years ago.
i. Unduly Interfere With Defined
The Court concludes, for purposes of this preliminary injunction, that unduly
interfere with in section 4.06F means the requested flight accommodation can fit
within the Signatory Airlines existing published schedule, at the time the
accommodation request is made, without causing the Signatory Airlines existing
schedule to reach maximum usage.
The evidence establishes that Southwest
considers maximum usage or full utilization of gates at Love Field to be 10 flights

daily per gate. The Court finds Delta provided evidence that, at several points in
time after its initial accommodation request in June 2014, Southwest was able to
accommodate Deltas five daily flights on Southwests 16 gates without unduly
interfering with Southwests existing operating schedule.
At the time of the Deltas original accommodation request in June 2014,
Southwest was flying approximately seven flights daily out of 16 gates. The evidence
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Case: 16-10051
shows that as of October 1, 2014, prior to the repeal of the Wright Amendment,
Southwest operated 118 flights daily out of 16 gates, approximately seven flights
daily per gate. That flight schedule would certainly have permitted accommodation
of Deltas five flights daily without reaching Southwests interpretation of full
utilization as 10 flights daily from each gate. The Court recognizes this was before
the lifting of domestic flight distance restrictions and Southwest planned to increase
its flight operations. Even if the Court considers Southwests post-WARA increased
flight operations schedule, there was room in Southwests schedule to accommodate
Delta. The evidence shows that Southwest was operating 149 flights daily out of 16
gates as of November 3, 2014. That is nine flights daily per gate. Once the Sublease
Agreement between United and Southwest took effect at the end of January 2015,
Southwest was operating 153 flights daily out of 18 gates or 8.5 flights daily per gate.
It was not until February 26, 2015, that Southwest announced it was increasing flight
operations to 180 flights daily out of 18 gates beginning August 9, 2015.
Southwests claim that Deltas five flights daily unduly interferes with Southwests
operations is simply not supported by the evidence. Up until its announcement on
February 26, 2015 of increased flight operations, the evidence establishes that
Southwest was able to accommodate Delta without unduly interfering with
Southwests own operations.
Taking the Courts definition of unduly interfere with into consideration,
Southwest could have voluntarily accommodated Deltas five flights without unduly
27
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interfering with Southwests schedule when the initial request was made in June
2014. Southwests schedule still allowed for accommodation of Deltas five flights
without undue interference if the Court were to consider Southwests schedules at
each of the following points in time: June 13, 2014, November 3, 2014, and January
28, 2015. Southwest did not announce plans to increase its flight operations to 180
flights daily out of 10 gates until February 26, 2015. It was not until August 2015,
over one year after Deltas first voluntary accommodation request in June 2014, that
Southwests increased operating schedule actually reached full utilization of 10
flights daily from each gate.
Under the Lease Agreement, preferential use of airport facilities means the
Signatory Airline is the primary, but not sole, user. Exclusive use means the airline
has the sole right to use the space. There are no exclusive use gates at Love Field.
Southwest has preferential use of the gates it leases from the City and subleases from
United.
Therefore, Southwest is considered to be the primary, but not sole, user of
the gates. Southwest does not have an unfettered right to the gates it has leased; and,
despite Southwests argument to the contrary, the preferential use rights are subject
to the accommodation provision contained in the Lease Agreement, which Southwest
agreed to and signed. Southwests position is that accommodation is not required as
long as they are using the gates at full utilization of 10 flights daily out of each gate.
Southwest did not fully utilize its gate space until, at the earliest, its announcement
on February 26, 2015 of increased flight operations, or, at the latest, until August
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Case: 16-10051
2015 when the actual increase was fully realized. Southwest cannot ramp up its
flight schedule to thwart the pending accommodation request by Delta.
As testimony from the Congressional subcommittee hearing on reforming the
Wright Amendment Act revealed, these accommodation procedures were intended to
help fit those people in when a Requesting Airline makes an accommodation
request. Also during the subcommittee hearing, certain City officials, government
representatives, and local business leaders stated that competition at Love Field
would be ensured if the Five Party Agreement was enacted into legislation. Mr. Herb
Kelleher, then-CEO of Southwest, testified at the hearing. He testified that [A]ny
carrier that is desirous now of serving Love Field can easily be accommodated even
after those [12] gates come down, limiting Love Field to 20 gates. In response to a
question involving a very similar scenario as to that which the Court has before it
today, Mr. Kelleher testified,
And it is very simple. There is no mystery to the way it operates,
and that is, I can show you Southwest Airlines schedule, gate schedules,
we have got hours on our gates where another carrier could operate
there. . . . And we would simply be told by the City of Dallas, you have
got these vacant spaces in your gate utilization and by golly you are
going to put another carrier in there.
Subcommittee member responded, They would be able to tell you that?
Mr.
Kelleher answered, That is the way it works, oh, yes absolutely. Ex. 631, p. 0054.
Apparently at that time, Mr. Kelleher understood Southwests obligations, as well as
the Citys. In spite of that understanding, no accommodation ever happened.
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Southwest agreed in Section 4.06F that it would accommodate a new entrant

airline when accommodation would not unduly interfere with its own operating
schedule. As the Court has found, Southwests schedule would clearly accommodate
Delta when it made its initial request for voluntary accommodation in accordance
with Section 4.06F, and for several months after. Delta has established Southwest
did not comply with its contractual obligation and, therefore, breached Section
4.06F, the accommodation provision, of the Lease Agreement.
c. Was Delta Harmed by Southwests Breach?
Delta has shown that it suffered harm, the fourth element of breach of contract,
because there is no longer available gate space at Love Field able to accommodate its
current flight operations. Delta has indicated a desire to expand its service at Love
Field, but as it stands, there is arguably no possibility that Delta will be able to
expand. Southwest currently leases or subleases 18 gates, and Virgin subleases the
remaining two gates.
The evidence indicates that because Virgin subleased those
gates under very different circumstances involving a forced divestiture from

American, and the DOJ specifically rejected Delta (and Southwest) from subleasing
those gates from American, the only possibility for accommodation of Delta comes
from Southwest.
At this point, Delta will be locked out of Love Field. Testimony at the injunction
hearing established that accommodations are common at other airports, and those
accommodations can take many forms, such as subdividing a gate, using hardstands
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Case: 16-10051
to load/unload passengers, or building additional brick-and-mortar gates. None of

these options are available at Love Field because of the terms of WARA and the Five
Party Agreement. The Court finds Southwest and the City are playing a game of
musical chairs with Love Field gate space, and with Virgins chairs not in play in
this game, theres no chair for DeltaSouthwest occupies all 18 gates and the City
consents. The Court finds Delta has established it suffered harm from Southwests
failure/refusal to follow its contractual obligation under section 4.06F of the Lease
Agreement.
Having established all four factors of a breach of contract claim, the Court
concludes that Delta has established a substantial likelihood of success on the merits
of its breach of contract claim against Southwest.
Even if Delta did not make a sufficient showing on its breach of contract claim,
the Court finds Delta has established a substantial likelihood of success on the merits
of its declaratory judgment claim that it is entitled to be accommodated by
Southwest. The Declaratory Judgment Act provides: In a case of actual controversy
within its jurisdiction, . . . any court in the United States, upon the filing of an
appropriate pleading, may declare the rights and other legal relations of any
interested party seeking such declaration, whether or not further relief is or could be
sought. 28 U.S.C. 2201(a). The party seeking the declaratory judgment must
have suffered an invasion of a legally protected interest, which is traditionally
thought to be capable of resolution through the judicial process, and is currently fit
31
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for judicial review. Crane v. Napolitano, 3:12-CV-2347-O, 2013 WL 1744422, at

*13 (N.D. Tex. Apr. 23, 2013)(OConnor, J.) (quoting Natl Rifle Assn of America v.
Magaw, 132 F.3d 272, 280 (6th Cir. 1997)).
As previously set out, the Courts
discussion of new entrant airline, unduly interfere with, and Southwests

obligation under Section 4.06F of the Lease Agreement regarding accommodation
hold true to Deltas claim for declaratory judgment. As it pertains to injunctive relief,
Delta has shown that, as a new entrant or Requesting Airline, Southwest had an
obligation under the Lease Agreement to accommodate Delta at the time of its
request because such accommodation would not unduly interfere with Southwests
existing flight schedule. Delta has shown a substantial likelihood of success on the
merits of its (1) breach of contract claim against Southwest and (2) declaratory
judgment claim that it is entitled to be accommodated by Southwest.
2. Substantial Threat of Irreparable Harm
The second factor in the preliminary injunction analysis is a threat of
irreparable harm. To establish this factor, Delta must show a significant threat of
injury from the impending action, that the injury is imminent, and that money
damages would not fully repair the harm. Humana, Inc. v. Jacobson, 804 F.2d 1390,
1394 (5th Cir. 1986). Irreparable injury may be established where damages cannot
be easily calculated. Miller Paper Co. v. Roberts Paper Co., 901 S.W.2d 593, 602 (Tex.
App.Amarillo 1995, no writ). Where the potential damage to a partys business
cannot be easily calculated, such as loss of good will, a legal remedy is
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inadequate. T-N-T Motorsports, Inc. v. Hennessey Motorsports, Inc., 965 S.W.2d 18, 24
(Tex. App.Houston [1st Dist.] 1998, pet. denied).
Delta has established that immediate and irreparable harm may result if it is
prohibited from operating its current schedule of five flights and is forced out of Love
Field during the pendency of this case. Thousands of passengers, both traveling to
and from Love Field, would have to be refunded or rebooked if Delta is forced to
discontinue its service at Love Field. Loss of business and goodwill are immeasurable
through money damages.
Simmons v. Quixtar, Inc., No. 4:07CV389, 2007 WL
3256244, at *5 (E.D. Tex. 2007).
If Delta is forced to discontinue service
immediately from Love Field, the extent of lost business Delta would suffer plus the
extent of loss of goodwill cannot be known. See Henson Patriot Ltd. Co. LLC v. Medina,
Civ. Action No. SA-14-CV-534-XR, 2014 WL 4546973, at *5 (W.D. Tex. Sept. 11,
2014). Without an injunction, Delta would have no adequate remedy at law because
it will most certainly suffer a loss of business and goodwill.
Despite Southwests argument to the contrary, the Court does not find Deltas
harm minimized or eliminated simply because it has or can secure gate space at DFW
Airport. The Court need not address Southwests one marketplace argument at this
juncture.
The Court is addressing the requested injunctive relief based on
accommodation at Love Field as required under the Lease Agreement. The Lease
Agreement does not contemplate accommodation at DFW Airport; not one word is
said that the accommodation procedure includes consideration of DFW Airport,
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whether a party has access to gate space at DFW Airport, and DFW Airport is not a
party to these Lease Agreements in this case.
To deny Deltas injunctive relief would remove Delta from Love Field and,
were the Court or a jury to ultimately determine Delta has a right to accommodation,
Delta would have lost business and endured negative impact to its name and brand
during that period. The Court also agrees with Delta that it would have to fight an
uphill battle to make the public aware of its presence once again at Love Field. All
of this would undoubtedly cause Delta to suffer great injury in such a way that is
immeasurable and could be irreparable. Therefore, the Court finds that the risk of
substantial threat of irreparable harm weighs heavily in favor of Delta.
3. Balance of Harms and the Public Interest
The Court now turns to the balance of harms, considering whether the
threatened injury to Delta outweighs the threatened harm to Southwest.
As
previously discussed, the Court found the potential harm Delta would likely suffer
upon being removed from Love Field is greatdamage to reputation, name, brand
and overall goodwill in addition to monetary harm. Southwest argues it will suffer
harm in the form of cancelled flights or untold delays or inability to fully utilize its
gate if it is forced to continue allowing Delta to fly its five flights daily.
First,
Southwest has suffered no harm as it relates to an inability to fully utilize its gates.
Not only has Southwest been able to fully utilize its 18 gates with its own schedule
of 180 flights daily, Delta has operated its five flights daily, for a total of 185 flights
34
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Case: 16-10051
daily out of 18 gates. Furthermore, the evidence before the Court does not establish
Southwest has suffered any harm or the threat of harm in the form of cancelled
flights because of Deltas use of the gates.
At the injunction hearing, Southwest
offered testimony that it has experienced some flight delays as well as two instances
of equipment damage due to Deltas presence at the gates.
Assuming without
deciding these flights delays and equipment damage have harmed or threaten to harm
Southwest, this in no way outweighs the threatened harm to Delta if it is forced to
leave Love Field while these legal issues are resolved. Although Southwest may not
be able to run its flights and operations as efficiently as it would like because of
Deltas presence, that factor simply does not outweigh the potential harm to Delta
from removing it from Love Field altogether.
In considering the public interest, the Court finds the chaos and inconvenience
of disrupted service by removing Delta from Love Field before the legal issues are
decided would be a great disservice to the public.
Forcing Delta to cease flight
operations at Love Field would necessarily require its passengers to be rebooked on a

Delta flight from another airport or to have their ticket purchase refunded, requiring
them to find alternate travel arrangements, possibly at greater expense if on shortnotice. Also, Love Field is owned by the City which obviously vests its citizens with
an interest in the airport and issues surrounding it.
The Court finds the balance of harms and the public interest both weigh
heavily in favor of Delta.
35
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Case: 16-10051
In conclusion, the Court finds Delta has established all four equitable factors
entitling it to injunctive relief.
Therefore, the Court grants Deltas motion for
injunctive relief and the requested relief that Southwest be enjoined from evicting or
otherwise removing Delta from Southwests gate(s) at Love Field, or otherwise
interfering with or preventing Deltas continued use of Southwests gate(s) to operate
Deltas five daily flights.
B. Southwests Motion for Preliminary Injunction
Also pending before the Court is Southwests competing motion for preliminary
injunction, which was filed first before either the Citys motion or Deltas motion.
To establish entitlement to a preliminary injunction, Southwest must satisfy all four
equitable factors to obtain a preliminary injunction. See TGI Fridays Inc. v. Great
Northwest Restaurants, Inc., 652 F.Supp.2d 763, 767 (N.D. Tex. 2009)(Fitzwater,
C.J.).
Southwest cannot establish a likelihood of success on the merits of its trespass
claim against Delta because Delta is not trespassing at this point. The gates are not
exclusive use, but rather preferential use; there can be no trespass on preferential use
gates. Southwests payment of $120,000,000 to sublease Uniteds two gates does not
convert those gates from preferential use to exclusive use. Though expensive, trespass
would not lie for a preferential use gate which is subject to accommodation.
Southwests other argument that Delta is a trespasser because it is invading the
possession of [Southwests] property, and that requires no additional showing of
36
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Case: 16-10051
irreparable injury, also fails. Southwest must show a significant threat of injury from
the impending action, that the injury is imminent, and that money damages would
not fully repair the harm. Humana, 804 F.2d at 1394. Southwest fails to make this
showing.
The Court does not find that Southwest has established a substantial
likelihood of success on the merits of its trespass claim against Delta. The Court has
also previously determined that the balance of harms and public interest weight
heavily in favor of Delta; therefore, Southwest would be unable to satisfy all four
equitable factors.
The Court finds that Southwest has not proven all the equitable factors to
establish entitlement to a preliminary injunction. See TGI Fridays, 652 F.Supp.2d at
767. Accordingly, the Court denies Southwests motion for preliminary injunction.
C. Citys Motion for Preliminary Injunction
In its motion, the Citys requested injunctive relief includes an injunction
allowing Delta to continue using Southwests Love Field gates temporarily and
barring all others from interfering in that temporary use.
Because the City has
refused to take action on Deltas accommodation request, the Court is forced to

impose some sort of injunctive relief to maintain order at Love Field.
The Court has already determined that Deltas motion for injunctive relief should
be granted. However, even if the Court could not grant Deltas motion, the Court
grants the Citys motion, finding that the City has satisfied each of the equitable
factors to establish entitlement to injunctive relief. In its Original Complaint, the
37
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Case: 16-10051
City seeks declaratory judgment relief from this Court. Specifically, the City requests
the Court declare the Citys rights and responsibilities under the Five Party
Agreement, WARA, the DOT letters, the Lease Agreements, the Sublease Agreement,
the grant assurances and other obligations to the DOT and FAA, and any other
applicable federal law as related to accommodation requests, the Signatory Airlines
preferential use rights and the Citys consent to the Sublease Agreement. It is well
established there is a dispute between Delta and Southwest. Essentially, the City
asks the Court to declare what the City is required to do. Ultimately, the Court will
make such declarations giving the clarification and certainty being sought. Therefore,
the Court finds that the City will prevail on its declaratory judgment claims once the
Court determines and declares the Citys rights and responsibilities pertaining to
accommodation requests made by Delta as well as any future requests. The first
equitable factor has been established.
To establish irreparable harm, the City must show a significant threat of injury
from the impending action, that the injury is imminent, and that money damages
would not fully repair the harm. Humana, 804 F.2d at 1394. Irreparable injury may
be established where damages cannot be easily calculated. Miller Paper, 901 S.W.2d
at 602. Removing Delta from Love Field will negatively impact the flying public who
have paid tickets flying into/out of Love Field. In turn, this likely would negatively
impact the reputation of Love Field and the City, which owns Love Field. The Court
finds the City faces the threat of irreparable harm if Delta is removed from Love Field
38
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Case: 16-10051
while the legal issues are determined. Finally, the balance of harms and the public
interest weigh in favor of granting injunctive relief. The harm or threat of harm to
Southwest is minimal in comparison to potential chaos if injunctive relief were not
granted and Delta was removed. Furthermore, some amount of certainty among the
flying public as to the gate situation and generally flight operations at Love Field is in
the public interest.
The Court finds all four equitable factors were established entitling the City to
injunctive relief.
The Court finds that a preliminary injunction order enjoining
Southwest from evicting or otherwise removing Delta from Southwests gate(s) at

Love Field, or otherwise interfering with or preventing Deltas continued use of
Southwests gate(s) to operate Deltas five daily flights is the proper injunctive relief
in this case. This is the same injunctive relief requested by Delta which the Court
granted on Deltas motion. So, even if the Court did not to grant Deltas motion, the
Court grants the Citys motion for injunctive relief.
As previously stated, none of these factual findings and/or conclusions of law are
binding at a trial on the merits.
IV.
Conclusion
Love Field is unique in that it is the only airport in the United States that is
controlled by a federal statute and is gate-constrained, thereby freezing growth. Love
Field is in that respect the most unique airport in the world; no other airport has to
deal with the Congressionally mandated no-growth and limited hourly flight
39
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Case: 16-10051
restrictions. Assuming WARA is constitutional since no one is attacking the statute

at this point, the constraints imposed on this airport by WARA are constraining to
the point of being out of date.
These are political constraints, not constraints
resulting from business related development. Love Field does not have the expansion
options available to other airports which allow future growth.
As Delta so succinctly stated, At most airports, accommodation is not the
equivalent of access. Love Field is the exception to this rule. Unless circumstances
change, accommodation is the only means by which Delta can have long-term access
with any certainty at Love Field. These airlines understandably fight tooth-and-nail
for virtually non-existent expansion of gate space. The City clearly does not want to
force accommodation on any airline, particularly one that has paid $100s of millions
in improvements to Love Field and controls 90% of the airports flights. Southwest is
a model for running an airline. Understandably it is aggressively trying to gain 100%
of the gates at Love Field. Mr. Montgomery of Southwest testified that Southwest
would buy the last two gates at Love Field and control all 20 if it could. Southwest is
contractually and legislatively bound to not expand to DFW Airport without
relinquishing preferential use of its gates at Love Field. As Southwest has said, there
may be a time when no future accommodations can be made at Love Field. Today is
not that time. With the evidence before the Court, the Court finds Southwest must
accommodate Delta under the Lease Agreement it signed because an accommodation
would not have unduly interfered with Southwests operations schedule at the time,
40
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Case: 16-10051
nor Southwest may not add flights after the accommodation request is made to
thwart the accommodation. The Court also finds Deltas five flights currently do not
unduly interfere with Southwests schedule.
Love Field will continue to face these challenges being so severely gate
constrained. To change this no-growth situation at Love Field, Congress will need to
act. The political powers-that-be can address and correct these issues that face Love
Field and new entrant airlines through repealing legislation unique to this airport.
Without this change, new entrant airlines, the City, Signatory Airlines, and the
citizens of Dallas will continue to face dilemmas like this one. The flying public
deserves more courage from its elected officials about travel to and from Love Field.
The time for these elected officials to consider an end to all constraints on Love Field
is now.
The Court DENIES Southwests motion for preliminary injunction. The Clerk
of the Court is hereby directed to terminate the Citys motion for preliminary
injunction as moot. The Court GRANTS Deltas motion for preliminary injunction.
Southwest is hereby enjoined from evicting or otherwise removing Delta from
Southwests gate(s) at Love Field, or otherwise interfering with or preventing Deltas
continued use of Southwests gate(s) to operate Deltas five daily flights. Southwest
is also enjoined from adding additional flights on any Southwest gate(s) Delta uses
to operate its five daily flights. Furthermore, Southwest must inform the Court in
writing within five (5) days of any reduction and/or change in Southwests flights
41
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Case: 16-10051
operations at Love Field so that the Court can evaluate what the Court considers to
be full utilization of the gates and other leased space at Love Field. Reduction and/or
change in flight operations includes, but is not exclusive of, destinations, hours of
flights, and number of flights each day. Furthermore, pursuant to Rule 65(c) of the
Federal Rules of Civil Procedure, Delta must post a bond in the amount of one
hundred thousand dollars ($100,000) on or before January 15, 2016, at 4:00 P.M.,
to secure payment of any damages sustained if Southwest is found to have been
wrongfully enjoined. Also pursuant to Rule 65(c) of the Federal Rules of Civil
Procedure, the City must post a bond in the amount of one hundred dollars ($100)
on or before January 15, 2016, at 4:00 P.M., to secure payment of any damages
sustained if Southwest is found to have been wrongfully enjoined.
SO ORDERED.
Signed January 8th, 2016.
______________________________________
ED KINKEADE
UNITED STATES DISTRICT JUDGE
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Case: 16-10051
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16-10051.7210
Case: 16-10051
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Confidential
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16-10051.7211
Case: 16-10051
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SWA 00084590
16-10051.7212
Case: 16-10051
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16-10051.7213
Case: 16-10051
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SWA 00084592
16-10051.7214
Case: 16-10051
fonni
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Confidential
SWA 00084593
16-10051.7215
Case: 16-10051
torthe City of Fe
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UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE

PARTY HEREUNDER IN CONTRACT
OR IN TORT FOR
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PARTY WHEThER NEGLIGENT OR WITH OR WITHOUT
AULT ON ITS PARO OF ANY
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SWA 00084594
16-10051.7216
Case: 16-10051
ON OF
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Airdnes
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16-10051.7217
SWA_00084595
Case: 16-10051
FO
AIRPO
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rrles
B0RD
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AMPRICA
PL
rpcy
CiefEcu
Final
Yett
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ED
ary
Officer
ncy
D/FW
Kerr
Feral Cc unsel
SO
ES
Chrirn/
rd
Herbert
Kellelier
Executive
Chairman
Officer
Contract
Arnong
the City of
DFW
Boa
Dfla
to
City of
Eon
Rcsolvc
Wonh
Wright
Pag
Confidential
David
of
Southwest
Awenduenf
non Amenica
Airlines
and
Issucs
11
SWA 00084596
16-10051.7218
Case: 16-10051
Document: 00513477355
Page: 99
TAB 5
Case: 16-10051
AMENDED
AND RESTATED
Airport
LEASE OF TERM1NAL
Use and Lease
BUILDING PREMISES
Agreement
by and between
CITY OF DALLAS
and
SOUTH WEST
AIRLINES
CO
Robert
Exhibit 025
3:15-cv-2069-K
Montgomery
Exhibit
25
9/hub
16-10051.7219
SWA_00085
029
Case: 16-10051
TABLE OF CONTENTS
Page
.1
RECITALS
Article
DEFINiTIONS
Article
RIGHTS
AND
PRIVILEGES
Section
2.01
UseofAirport
Section
2.02
Ground
Section
2.03
Rights
Section
2.04
Limitations
Section
2.05
Ingress
Section
2.06
Sales
Reserved
13
on Use of Airport
15
or Distribution of Food
3.01
Term and
Section
3.02
Airlines
Section
3.03
Surrender
Section
3.04
Airlines
and Beverages
and
RetaiL
Items
15
Upon
Rights
of Leased
Right
to
17
Date
Effective
or
Expiration
Early Termination of
17
Agreement
17
Premises
Remove
17
Property
LEASED PREMISES
Article
4.01
Leased
Airlines
the Love
4.02
4.03
Section
4.04
Pre-LFMP
Section
4.05
Post-LFMP
Section
4.06
Gate
Section
4.07
Covenant
Section
4.08
4.09
City Right
Premises
of the Rental
Proration
Preferential
the Terminal Building
in
Upon Completion
Use Aircraft
Against
of the
18
Common
Use Aircraft
of
18
Use and Accommodation
AND
Prior to Completion
Program
Cost of
Preferential
Use Space
Parking
Parking
Positions
Positions
of Other Airlines
19
20
20
20
23
Liens
24
of Entry
Substitution
RENTALS
in
Modernization Program
Field
Section
Article
Premises
Field Modernization
Leased
Airlines
Love
Section
13
by City
and Egress
Section
Section
12
Services
Handling
TERM
Article
Section
11
24
of Exhibits
FEES
25
General
Section
5.01
5.02
Section
5.03
Terminal
Section
5.04
Apron
Section
5.05
LandingFee
26
Section
5.06
Other
27
Section
5.07
Payment
Section
Section
Section
Building
6.01
6.02
Space
Rentals
25
26
Fees
Fees and Charges
28
Provisions
RECALCULATION
Article
25
Report
Statistical
OF RENTALS
AND
FEES
General
29
Annual
29
Budget
1I
DAL
Use and
Lease
Agreement-Southwest
SWA_00085030
16-10051.7220
Case: 16-10051
Section
6.03
Mid-Year
Section
6.04
Terminal Building
Section
6.05
Section
6.06
Landing Fee Rates
Section
6.07
Application
Section
6.08
Aviation
Section
6.09
Year-End Adjustment
Rate
Rental
Rates
Apron
32
33
of Revenues
34
Cap
Capital Fund
34
to Actual
7.01
Love
Section
7.02
Post
Section
7.03
Future Capital Improvements
LFMP
Capital
Existing
Section
8.02
Pre-LFMP
Section
8.03
Post-LFMP
Maintenance
Section
8.04
Post-LFMP
Maintenance
Premises
39
41
Leased
As
Premises Conveyed
Maintenance
44
Is
44
Obligations
Obligations
of City
44
Obligations
of Airline
46
INDEMNIFICATION
Article
9.01
Section
10
Indemnification
10.01
General
Section
10.02
Insurance
Section
10.03
No Waiver
11
49
of City
INSURANCE
Section
51
for Subcontractors
Requirements
of Responsibility
or Liability
DAMAGE OR DESTRUCTION OF LEASED
Section
11.01
Damage
Section
11.02
City Property Insurance
or Destruction
of Leased
and
Affiliates
51
52
PREMISES
Premises
53
53
12 TERMINATION
Section
12.01
Termination by City
Section
12.02
Remedies
Section
12.03
Survival
Section
12.04
Termination by Airline
Section
12.05
13
14
Right
Available
54
of the Obligation
of Airline to
54
to City
Remove
of Airline
55
56
Property
57
ASSIGNMENT AND SUBLETTING
13.01
Section
Article
IMPROVEMENTS
37
to Leased
Improvements
8.01
Article
CAPITAL
Field Modernization Program
Section
Article
35
OPERATION AND MAINTENANCE
Article
Article
and Settlement
PROGRAM AND OTHER
Section
Article
31
Fee Rates
LOVE FIELD MODERNIZATION
Article
30
Adjustments
Assignment
and Subletting
58
MISCELLANEOUS PROVISIONS
Section
14.01
Section
14.02
Competitive Access
Section
14.03
Compliance
with Law
Section
14.04
Compliance
with
Rules
and Regulations
59
59
59
Environmental
Regulations
60
111
DAL
Use and
Lease
Agreement-Southwest
16-10051.7221
SWA_0008503
Case: 16-10051
63
Section
14.05
Nondiscrimination
Section
14.06
Payment
Section
14.07
Right
Section
14.08
Consents and Approvals
Section
14.09
Rights
Section
14.10
Notices
Section
14.11
Citys
Section
14.12
Force Majeure
Section
14.13
Non-Waiver
66
Place
66
to Lease
to United
Reserved
Government
States
65
65
65
to City
65
to Audit
Right
66
Books and Records
66
Section
14.14
14.15
Section
14.16
Exclusiveness
Section
14.17
Titles
Section
14.18
Severability
Section
14.19
Operation
Section
14.20
Successors
Section
14.2.1
Relationship
Section
14.22
Conflict
Section
14.23
Gift
Section
14.24
Construction
Section
14.25
Venue
Section
14.26
Counterparts
Section
14.27
Condemnation
Section
14.28
No Partnership
Section
14.29
Brokerage
Section
14.30
Quiet Enjoyment
Section
14.31
Most Favored Nations
Section
64
of Taxes
of Payments
Remedies
to be Nonexclusive
67
of Airlines
67
Rights
67
67
67
of Airport
and Assigns
68
of Parties
68
68
of Interest
to Public
68
Servant
and Application
of
69
Terms
69
69
69
Joint
Venture
or Joint
Enterprise
70
70
70
70
71
Contract Claim
Section
14.32
Notice
.of
Section
14.33
Entire
Agreement
Section
14.34
Subordination
71
71
72
SIGNATURES PAGE
iv
DAL Use and Lease
Agreement-Southwest
SWA_00085032
16-10051.7222
Case: 16-10051
OF EXHIBITS
LIST
ATTACHMENTS
RESOLUTIONS
Page
Resolution
No
08-3403
approved
by the Dallas City Council
EXHIBIT
Airport
EXHIBIT
Pre-LFMP
EXHIBIT
Post-LFMP
EXHIBIT D-1
Pre-LFMP
Leased
Premises Drawings
EXHIBIT D-2
Pre-LFMP
Leased
Premises Tabulation
EXHIBIT E-1
Post-LFMP
Leased
Premises Drawings
EXHIBIT E-2
Post-LFMP
Leased
Premises Tabluation
EXHIBIT
Terminal Space and Gate
EXHIBIT
Statistical
EXHIBIT H-i
Conceptual
EXHIBIT H-2
Computational
EXHIBIT
Summary
EXHIBIT
Remain Overnight
EXHIBIT
Chapter
ATTACHMENT
DAL
Use and Lease
on December
10
2008
Layout and Cost Center Plan
76
Terminal Area Plan
77
Terminal Area Plan
Phasing
78
79
of Areas and Rentals
of
107
Areas
108
Plan
of Operation
114
of the Calculation
Illustration
of Rates
of the Calculation
and Maintenance
Parking
2-86 of the Dallas City Code
Insurance
101
102
Report Format
Illustration
73
Requirements
and Charges
of Rates
and Charges
Responsibilities
115
116
119
122
123
125
Agreement-Southwest
16-10051.7223
SWA_00085033
Case: 16-10051
AMENDED AND RESTATED
BUILDING
OF TERMINAL
LEASE
PREMISES
Airport Use and Lease Agreement
Amended
This
made
and entered
and Restated
by and
into
of Terminal Building
Lease
between
the
the
of
City
City
DalLas
hereinafter
defined
and referred to
hereinafter
defined
and referred to as the AirLine The
to herein
as
and Southwest
Parties and each of the City and
as the
Premises
Texas
City
AirLine
Co
Airlines
and
Airline
individuaUy
Agreement
this
is
corporation
municipal
Texas corporation
are sometimes referred
sometimes referred to
is
as
Party
RECITALS
WHEREAS
Airport which
is
WHEREAS
United
is
Located
Airline
States
engaged
WHEREAS
on
11
July
Airport Board
American
entered
Southwest
Substance
among
other
things
Amendment
Act of
the
Fort
Worth
the
The
City of Fort
International Airport Board
Joint Statement
Inc
Worth
Incorporating
Between the Parties to Resolve
commonly
legislation
Worth
Dallas-Fort
and American Airlines
City of Dallas
and
restrictions
referred
to
on
air
wherein
service
The
as
at
Wright
the
Amendment Reform
City agreed
in
the
with Southwest
for among other things
grant Southwest
Law 109-352
commonly known
as the
Wright
was signed into law and
terms and conditions set forth
Lease
Among The
Public
13 2006
2006
Wright
Terminal Leases
Use and
federal
existing
On October
Reform
WHEREAS
DAL
in
of
Existing
agreed to seek to eliminate
thereto
by
into
Leases
TerminaL
Love Field the Five Party Agreement
Dallas
affecting
parties
the Airport previously entered
the
Co Southwest
15 2006
authorized
and
serving
City
of persons
transportation
certificated or otherwise
2001
the
City
Airlines
imposed on the Airport since 1979
other
to provide
the
is
air
and
WHEREAS
restrictions
Existing
2006
Southwest
Issues
the
forth
WHEREAS
Amendment
airlines
dated August
of the June
of the Terms
set
Airport
with
and other
Texas and
County
business
American Airlines Inc and DFW
Amendment
the Wright
and
such
into that certain Contract
Co
Airlines
in
and referred to as
defined
hereinafter
of commercial
business
air carrier
to engage
the City Airline
International
the
scheduLed
as
Government
WHEREAS
the
in
Field
Dallas
the City of Dallas
in
is
Love
of Dallas
Lease
the
owner
the
and mail
property cargo
the
City
in
Five
the
be
lifted
Party Agreement
to extend
the
interstate flight
in
Act of
accordance
2006 and
amendments
Airlines Inc
LFMP
herein
Terminal
Leases
of the
their Existing
Reform
to negotiate
and ExpressJet
of the costs
that
on October 13 2014
Wright Amendment
American
recovery
and American options
Act of 2006 provides
wilL
of the
ExpressJet
defined
until
and
to
2028 and
Agreement-Southwest
16-10051.7224
SWA_00085034
Case: 16-10051
WHEREAS
Airlines
WHEREAS
of TerminaL
Terminal
this
WHEREAS
LFMP
and
portions
alternative
WHEREAS
for
LFMP
will
rates
the
and charges
of the
use
area
parking
Airport
scheduled
with
air
WHEREAS
DAL
Use and
Lease
with
Southwest
which the
use
has
City
for
defined
with
the
express
to
accomplishing
its
the
City
Terminal
for
criteria
is
Airport
the
at
Council
the
preferred concept
and
agreed
both
to enter
this
and after the
during
new
incorporate
and the
airlines
into
Five Party Agreement
gates
Airport
approved
recommendations
Term Sheet
other
to
alternative
and
City
Option
airfield
the
develop
terminal
using
and
the
provide
for
terms
area aircraft
Airport
such
other
terms of the Five Party Agreement and
the
grant
City
Airport and
DalLas
Airports
with
improvements
and
consultant
TARPS
to the
in Exhibit
limited
2006
of
to as the
Option
as
intent of the
of the
and allocate the
not
requested
the
in
and use
Act
inctuding the
and Southwest
City
terms negotiated
capital
of said
in
recommendation that
things
or
2014
by October
requirements
redevelopment
08-1877 the
outlined
but
the
future
Airline
carrier
WHEREAS
approved
for
the
and conditions and
this
as
the
and Southwest
City
Reform
terminal
Program
effort Southwest retained consultants
No
operations
including
are consistent
WHEREAS
other
define
methodology
develop guidelines
connection
the
2006 and
Act of
plan referred
establishing
terminal
Term Sheet
to the
LFMP
the
consistent
provisions that
space
existing
LFMP
of the
Amendment
paralle
requirements
airline
ongoing
of
City and
the
satisfy
pursuant
to the
implementation
in
for
the consensus
would among
that
TARPS
and
layouts
the
by
establishing
and
Lease
in
the significant
Modernization
Field
area master plan
the
of
Amendment Reform
Wright
been identified by
has
Love
toward completion
on June 25 2008 by Resolution
WHEREAS
Agreement
pertaining
conceptual
negotiated
adopted
the
of the
Program Study or
layout that
Term Sheet
for
to
agreed
modernization
to as the
Wright
terminal
and modernization
expansion
conceptual
of the
enactment
the
inctuding
referred
enactment
to perform
Area Redevelopment
explore
Airport
program
following
consultants
terminal
to Continenta
Airlines existing
of
may have with City
Airline
the City and Southwest
and Southwest agreed to work
City
to and restatement
leases
Agreement
Party
of the
Airport
WHEREAS
retained
amendment
an
is
and any other
Five
years from the
eight
were
Agreement
the
in
of
the
at
ob
Lease rights and
its
and
Building
redevelopment
assigned
and
Premises
Building
faciLities
subsequently
ExpressJet
Continental
Inc
certain
it
facilities
in
rights
the
privileges
and services
conduct of AirLines business
in
as
and
is
willing
the
to grant Airline
consideration
on December
10
such
hereinafter
2008
by
rights
privileges
stated
Resolution
No
and services upon the terms
and
08-3403
the
Dallas
City
CounciL
Agreement
Agreement-southwest
16-10051.7225
SWA_00085035
Case: 16-10051
NOW
THEREFORE
herein
defined
described
herein
to the Airtines
and understood
DAL
Use
and Lease
for
and
in
the Citys
consideration
grant
the Airlines
operations
of the
to Airline
payment
to
the
City
right
to
to
use
the City of applicable
at the Airport and the
by and between
Citys Lease
of the
and
mutual covenants
AirLine
Airline
certain
of the
rents charges
herein
Leased Premises
portions
of the
Airport
and fees related
contained
it fs
agreed
as follows
Agreement-Southwest
16-10051.7226
SWA_00085
036
Case: 16-10051
DEFINITIONS
Article
addition
In
the words and phrases
to
and phrases wherever
1.01
Affiliate
of or under common
IATA
term
During such
of time
period
use
may
time
be considered
obligated
as
with
.02
Aircraft
Arrivals
Aircraft
for
flight
the
first
exist
DAL
or
the
not
use and Lease
be charged
30
thirty
meeting the
apprised
Affiliate
purposes
in
not
entitled to
Affiliates
Airline
of determining
the
any
flight
meteoroLogical
arrival
at
arrives
at
in
AlL fLights
accordance
with
for
Section
of this
Airline
vote
MIl
an
Air
shall
no
shall
be
or of the
defined
as
statistics
shall
Airport of any
airlines aircraft
to the Airport
service
passenger
or returns to the Airport because
disabLed
training
5.05 of this
this
an aircraft
reason or
aircrew
be
status
voting
shaLL
of
ferried
aircraft
on
be considered
an
Agreement
Agreement
and that
is
identified
Agreement
Airport means
or expanded
such
hereunder
separate
or other precautionary
conducted
and charges
of an Affiliate
maintenance at the Airport or ii to repLace
from the Airport
Dallas
Love
Field
attached
be modified
DalLas
in
Texas
the
or expanded
rates
and
as
generaLly
in Exhibit
depicted
part hereof
as
it
now
exists
or
future
means the cost centers
of caLculating
as
and made
hereto
from time to time
Airport Cost Centers
hereafter
the
scheduled
charges
of any joint
that
Agreement
Mil
and
rates
fees
to
of any
payment
notice
operational
AirLines
provides
that
related
as
unless
with the terms
the
Affiliate
of an
of this
airline
of calculating
written
Airport
at the Airport
airlines
accordance
of any designation
be
major
same fees
process
or
the
at
major airline
no
without
purposes
prior
purposes
writing
will
to
days
that
such
in
at the
for
definition
for
means
include
and costs for the purposes
may
of Airline
hereunder
Airline
or subsidiary
Partner
as Airline
of another
between
relationship
any reconciliation
for
name
an Affiliate
as
Airline means the entity that has executed
modified
1.05
revenues
have
TransportAssociation
Code-Sharing
trade
similar
an Affiliate
of Airline
Airport Layout and Cost Center PLan
may be
is
long as the airline
scheduLed
paragraph
.04
the
afforded
relationship
for
and charged
ArrivaL
.03
in
as
mechanical
empty
scheduled
this
that
shall
classified
City
Aircraft Arrivals
maintenance
in
of
Airlines
however
provided
Affiliate
designation
result
consolidated
and
the
otherwise
an
removal of any such

herein
words
following
parent
Air
International
Airport
one party with Airline
as
times to keep City
all
be
is
as Airline provided
livery
company
give
Business that
the
at
or substantially
similar
rights
charges
space
Business
Transportation
at
that
be considered
at any
Airline
or premiums and shaLL
fees charges
or shared
longer
the
the purpose of this Agreement
shares an
Airline or
shall
have the
shall
as Airline and
Airline
shall
above
RecitaLs
the
for
Transportation
above defines
or clause
Affiliate
additional
FAA
by the
Air
with
or substantially
defined
is
with
code
under the same
same
the
either clause
use
control
operates
and uses
means any
designator
flight
otherwise
hereof
in
defined
Agreement
in this
meanings
foLlowing
such
used
and
to be used
charges
more
in
accounting
hereunder
particuLarly
as
such
described
forAirport
areas now
below
Agreement-Southwest
16-10051.7227
SWA_00085037
Case: 16-10051
Admiflistration means
and administering
maintaining
the
and overhead
administrative
all
not
Airport System
costs of operating
to one of the
chargeabLe
directly
Airport Cost Centers
means the runways
Airfield
than
Apron Area and other teased apron areas navigational
the
and warning
utilized
now
for
and
exists
as
it
Apron Area
hydrant
in
Exhibit
and associated
Buildings
or availabLe
Parking
structures
parking
as
be
may
they
they
will
as
exist
of the
Effective
depicted
1.06
in
depicted
Exhibit
Date
to
the
aLL
by the
replacements
of the
Use and
Lease
LFMP
of the
RON
in
Air Transpqrtation
of the
The
the
as
as
parking
they
as
now
automobile
public
public automobile
as they
LFMP
as
now
a5
exist
depicted
as depicted
parking
in
depicted
Exhibit
in
wiLl
or as
access
and
thereto
and
Building
of the
upon completion
or expanded
Airport System
services
all
now
as
Cedar
roadway
serving the Terminal
exist
it
as
and
it
Exhibit
currently
in
thereof
services
Springs
as they
LFMP
as
from time to time
operated or controlled
facilities
Business
compLex
Exhibit
in
or any interest
heliport and aviation faciLities
owned
downtown
in
the terminal
may be modified
airport
terminaL
passenger
depicted
means
and improvements
therewith
means the
accommodating
as they
time hereafter
properties
Area
and curbsides
Exhibit
all
and users
Airport tenants
Agreement
LFMP
loop roadways
Airport and the Citys
1.07
DAL
with
City in connection
Executive
associated
from time to time
of this
Airport System means
City together
and
apron pavement
the Airport
at
staging
upon completion
or as they
therein now or from time
extensions
paid by City as
from time to time
areas
parking
vehicle
Terminal Roadways
and the terminal
as
the
faciLities
means the other buildings and ground areas of
Transportation
or expanded
upon completion
Road
now exist
or partially
wholLy
aircraft
to other
Terminal Building means

exists
and
purpose
Use Aircraft Parking Positions
or expanded
Ground
ft
will exist
modified
Areas
ft
for lease
and surface
and ground transportation

Exhibit
such
Terminal Building upon completion
Preferential
or as they may be modified
exist
new
clear
Lighting
from time to time
or expanded
the
is
fencing
designation
taxitanes
Leased
Airport
the
including
Other
the
means
system serving
fueLing
depicted
cost of which
modified
be
for
aids hazard
blast
of aircraft avigation easements
taxiing
or acquired
or installation
may
and
off
taking
therewith
and fencing
roads
security
landing
connection
in
construction
acquisition
it
airfield
and safety areas
zones
Land
devices
and apron areas other
taxiways taxitanes
whole or
and
in
part by
additions
or to be provided
provided
includes
all
the
Dallas
Airport
heliport
shaU
have the meaning
described
in
Section
2.01
Agreement-Southwest
16-10051.7228
SWA_0008503
Case: 16-10051
Amortizat means
1.08
CapitaL
the
over
Improvement
the
UsefuL
annuaL
LeveL
of the
Life
the net cost of
required to recover
charge
Improvement
CapitaL
the
at
Cost
Citys
of
CapitaL
1.09
Annual
TerminaL Buildingfleaujrement
Bonds
means the
1.10
GeneraL
other
with
LFMP Bonds
interest and principaL
.11
of
$100000
1.12
maximum
jy
administrative
aLL
the
right
Texas
to the jurisdiction
chief
Department
Use Space
by the
fuLL
faith
or capitaL
or series
asset
net
one year
CMGLW
or
1000 pound
units
means the current
or fraction
thereof
of
or such
of City
executive
of Aviation
other
the
over
officer
board
agency
Airport
of the
authority
or
System
City exercising
direct
and the Airport System
means those portions of the Leased
Premises
that
aLL
airLines
to use
1.16
Connector
1.17
Consumer Price Index

ALL
has the
meaning
described
in
Section
means the Consumer
Items ExcLuding
U.S Department of Labor
Energy
Bureau of Labor
and Food
Price
not
Statistics for the
7.01.C
Index
seasonaLLy
U.S
City
Averages
for
adjusted pubUshed by
most recently availabLe tweLve-
period
1.18
funds
the
Street
JournaL
CapitaL
in
expressed
means the
of the
Common
Urban Consumers
month
DAL
may succeed
oversight
1.15
weight
the
instruments
funding
by City at the Airport which has
Landing Weigjt
Gross
or
and certificated by the FAA
by AirLine
City Manager
1.14
of more than
Life
notes
Agreement
FaciLities
or constructed
means the City of DaLLas
entity which
the
UsefuL
Landing
gross
operated
other
from and secured
means any capitaL improvement
acquired
bonds
means
non-LFMP CapitaL Improvements
or
are payabLe
forth in the
Maximum
Certificated
.13
share
or assets
or more and
aLLowabLe
aircraft
private
in
and
notes
bonds
of which
GARB5
or
to finance
City
Agreement
means
Capital Improvement
of reLated improvements
by the
this
as set
Bonds
Revenue
payments
and credit of Southwest
each
described
meaning
of
combination
issued
accordance
in
totaL
Airport
instruments
funding
undertaken
cost
have the
shaLL
6.04
Section
Cost
current
or
Lease
Bond
successor
Improvement
Use and
of Capital
Revenue
is
pLaced
means
Index
pubLication
in
for
CapitaL
Improvements
rated
of 22-year
thereto
as of
financed
bonds
September
with
pubLished
30th
of the
other
daiLy
in
fiscaL
Airport
the
year
WaLL
the
service
Agreement-Southwest
16-10051.7229
SWA_00085039
Case: 16-10051
Dallas
1.19
Area Rapid Transit
DART
or
has
the
described
meaning
Section
in
7.01.C
Date
1.20
that
certifies
the
of Beneficial
LFMP
or any
Occupancy
DBO
or
thereof
portion
is
means the dates on which the
substantially
and ready
complete
Director
for
public
and use
occupancy
Debt
1.21
Service
means
GARB
the
Debt Service
of
combination
total
means the annual interest
principal
and
sinking
fund
means the annual interest
principal
and
sinking
fund
reserve
fund
requirements on GARBs and
LFMP
on LFMP
requirements
Debt
1.22
Debt Service
Bonds
Reserve
Service
GARB
established
Debt Service
to the
pursuant
LFMP
established
Fund means
Reserve
to the
pursuant
Reserve
authorizing
combination
total
Fund
documents
authorizing
Debt Service
the
of
means any debt service

GARBs
for any
Fund
issued by the
means any debt service
documents
for any LFMP
City
reserve
Bonds issued
by
and
fund
the
LFAMC
1.23
which has
Department
of City or by
1.27
Replacement
and
means the organizational
administration
or
DOT
organization
.28
Lease
means the Citys

duties
the
of the
Citys
the
same
City
Airport System
means the United
having
entity of the
States
Department
as
responsibiLities
the
of
the
or authority
means the date
Repair
Reserve
Account
Exclusive
Use
to
board
of Aviation
or his or her designee
Director
which
may
may be
assigned
by
or such
the
succeed
subsequently
City
to the
Airport
Date
Emergency
Director
and authority
agency
any
Effective
the soLe right
Use and
successor
the
of City over
1.26
has
whom
to
officer
jurisdiction
operation
DOA
of Transportation
any
Director
1.25
Manager
or
of Transportation
Department
DAL
or
Transportation
other
the
for
responsibility
1.24
of
of Aviation
Department
set forth Section
Replacement
to be maintained
Space
means those
3.01
Reserve means
in
the
amount
portions of the
the
of
of this
Agreement
DOAs Emergency
Repair
$5000000
Leased
Premises
that
Airline
use
Agreement-Southwest
SWA 00085
16-10051.7230
040
Case: 16-10051
FAA
.29
the
having
same
.31
Facilities
Payments means amounts owed
October
as the
year
Year
Fiscal
1St
Dallas
and ending
the
1.34
Governmental
forth in Section
set
organization
.B.2
7.01
by Southwest to the LFAMC
Lavatories
cleaning
aircraft
maintenance
1.36
Services
under
the
Love
1.37
government
Field
Airport
created
Code
for the
1.38
Love
Field
and Southwest pursuant
at
1.40
is
water
services
off
of
Loading
in-flight
catering
and preconditioned
incLuding
air
or routine
on-caLL
Use
Parking
Space
PreferentiaL
Positions Leased
to Airline
Use
Space
to
pursuant
of
facilities
Program DeveLopment
total
number
under
rentaLs
MN
fees
or
at
Ch
the
LFMP
means the
431
of
locaL
Texas
the
LFMP
means the ongoing
program of
undertaken by the
City
Agreement
means those
and charges
Airlines
LFAMC
the Airport being
the immediately preceding

Signatory
or
Subchapter
bonds to finance
issuing
to terminaL
to the
of the
City
operating
Signatory
paid
by
the
that
Airlines
AirLines
Signatory
Year and
Fiscal
at
aLl
Airport
represent
at
any
account
and
their
no fewer
time that
Mu
required
Net
limited
to
Cost means
actual
incurred for deveLopment
the
total
construction
capitat
costs
study analysis review
fees testing and inspection fees construction
Use and Lease
fueling
into-plane
potable
ExcLusive
the Airport during
consultation
the
Aircraft
the
Malorfty-in-Interest or
50% of the
power
on and
following
Modernization Corporation
by
purpose of
and renovations
1.39
governmentaL
and 4.05 hereof
4.04
Transportation
for at least 66 2/3%
or City
hereto
means any of the
Premises means
corporation
improvements
4.06
Section
other similar ground
Use Space and PreferentiaL Use

4.02
in
Parties
ground
period
year or such other
calendar
services
Leased
4.01
twelve-month
the
by ordinance
mail or cargo
baggage
providing
of aircraft and any
the interior
and means
means any federal state county
Airport or the
Handling
year
30th of the foLLowing
described
Agency
ticketing
incLuding
fiscaL
establish
may
meaning
the
over
Ground
aircraft
Common
has the
jurisdiction
passengers
DAL
meaning
September
Council
City
Gate
servicing
not
has
to Citys
refers
1.33
1.35
but
any successor
or
Agreement
body with
than
Administration
Agreement
commencing
Affiliates
Aviation
FAA
Facilities
1.32
Sections
Federal
of the
.30
FaciLities
fiscal
means the
responsibilities
cost of each
architectural
Capitat improvement
and engineering
design or planning
management fees
efforts
fees
incLuding
expenses
program management
permit fees and
other direct
or
Agreenient-5outhwest
16-10051.7231
SWA_00085041
Case: 16-10051
alLocabLe
or state
federaL
and/or
fund
1.41
current
the
protection
Passenger
Faciity
and Maintenance
expenses
Airport
services
DOA
the
which
accepted
generally
related
directLy
determined
depreciation
payments
accumuLation of reserves
CaM
1.42
DOAs
current
.43
Lieu
capital
in
1.44
Facility
Passenger
approved
Preferential
1.46
is
the
foLlowing
Use
the
areas
as
Use
and
or
PFC
at the
aircraft
FARs
promulgated
which
in
are
be
shalL
effect
any
for
for the
charges
and
City
i.e
Maintenance
twentyfive
Reserve
percent
25%
imposed from time to
means any charge
Airport pursuant
thereunder
to the
Aviation
Safety
for
appLied
1990 as amended
from time to time
from the imposition and
derived
of
Expenses
enacted November
means the revenues

the
with
services
any altowance
include
or
agents
expenses
accordance
in
whose
plan then
Operation
months
and Maintenance
101-508
by
Lease
Airline Leased
Terminal
defined
in
areas
the
as
Use Space
in
Use
4.02
Section
various
Space means
Airline Leased
Terminal
defined
means the
as
purposes
and
and
collection
provided
Building
in
Section
and Pre-LFMP
but
for
of
in
square
footage
of Post-LFMP
Exclusive
Use
Space
those
not the
portions
of the
Leased Premises
4.01
the
Pre-LFMP
Use
of
where
sole user
total
square
footage
of Pre-LFMP
shown on Exhibit D-2 and consisting of the
Common
total
Post-LFMP
Space
Use
Space means
as
total
on Exhibit E-2 and consisting of the
Post-LFMP
Common
to be the primary
Pre-LFMP
Space
Building as shown
and Post-LFMP
Space
Preferential
Premises
PreferentiaL
DAL
in
contemplated
1.47
Leased
Post-LFMP
Premises
the following
Airline
Charges
DOAs
of three
Pub
Revenues
for
PFC applications
1.45
Leased
PFC
not
Improvements
the
means
Charge
enplaning
the implementing regulations
overhead
Airport
aLlocation
shalt
Expenses
CapitaL
of any paying
charges
of the
cost
services
and suppLies used
departments
City
administration
and
and wages
police protection
reasonable
as
reasonabLe
aLl
repairing
salaries
Citys airport facilities
administrative
taxes
amount
Facility
Act of 1990
to
replacements
Account
the
welL
as
means
thereto
services
reasonable
other
to the
budget of Operation
Passenger
Expansion
of
in
time by City on passengers

Capacity
and
and Maintenance
Reserve
annual
among
alLocated
City-wide
for
to be maintained
Account
the
with
Operation
any
used
any
if
maintaining
Cost of materials
the
premiums
allocabLe
reasonaby
however
provided
fairly
the
to the Airport
practices
accounting
or
accordance
in
be
shaLl
Expenses1
operating
professional
expenses
and any other depository bank pertaining

of
less
financing costs
user charges
necessarily limiting
utilities
insurance
OM
or
of
accrued
without
including
operations equipment
Charges
ExDenses
or
paid
administrative
services
or other
Improvement
Capital
contractuaL
benefits
current
the
Operation
administering
fire
grants-in-aid
finance
and necessary
fringe
and allocable out-of-pocket
fees interest during construction
ExcLusive
Use
Space
totaL
of
Pre-LFMP
Space
Agreement-southwest
16-10051.7232
SWA_00085
042
Case: 16-10051
48
Program
the
of
expectations
LFMP
arrangements
generat
and establishes the
1.49
Manual
Definition
but
including
of facilities
agreement of those parties regarding

further defined
in
1.50
Section
Revenue
.52
SignatoryAirlines
Agreement and
Term
.55
Airlines
1.57
Improvement
over
to each
accounting
practices
improvements
to
the
CapitaL
controt
and
serving
such
other
regularLy
scheduled
time
means
the
through
aircraft
the
between
sum
the
at
of this
3.01
have
entered
to this
5.02
Agreement
Daflas and Southwest
City of
of aU
.B.3
identicaL
Section
in
7.01
Airport
2008
dated June 25
CMGLW
of
which
substantially
flights
described
Program
the
forth in Section
set
meaning
estimated
by
the
of time
period
process
Director
caLcuLating
by
and faciLities
Aircraft
of
Arrivals
atE
that
In
the
cost
and
fees
Loading
25
under
this
major
repairs
and major
roLLing
wilt
airport
Agreement
UsefuL
Life
20
years
security systems or
stock
equipment computers and peripheralsS
Life
major renovation
years
baggage equipment
Capital
accepted
be assigned the following
twenty.five
bridges
of
UsefuL
generaL
based on generaLLy
rates
City will
7.01.B.1
buildings and faciUties twenty
pavement
years
is
set forth Section
the Amortization
of
as passenger
vehicLes
the
Program as
of time
has the
purposes
equipment1
documents
that
4.06.E
Section
in
the Airport
City that
Modernization
period
buiLdings
of existing
new major equipment

10 years
of
Improvement
For
Program Development
set forth in Section
the
Terminal Building financed
pavement
aircraft
or reconstruction
cLimate
Field
means
to be recovered
be assigned
airLines
have the meaning
shalt
Weight
stated
PDA
the
in
Modernization
FieLd
described
meaning
means the Term Sheet
Love
Useful Life
is
the Love
of
has the
with
operating
Trust Agreement
1.58
new
Sheet
all
Agreement
means the period
Total Landed
1.56
means
Rep
the
Regarding
as defined
means the
and
phasing
and controL the LFMP
LFAMC and Southwest
City
implementation
Agreement
are currently
Term
1.54
Signatory
and Lease
Statistical
.53
Co
Credit
projects
implement
Budget
the
that provides
hereof
.A
.51
Use
between
schedule
to
PDA
or
Airlines has the meaning
Requesting
into an Airport
Airlines
7.01
used
and LFMP
Agreement
dated November 10 2008
Agreement
to cost
the methods
ScheduLe
Program Development
comprehensive document
limited
not
defines
Scope LFMP
LFMP
means
ARFF vehicles
years
10
DAL
Use and
Lease
Agreement-
5outhwest
16-10051.7233
SWA_00085
043
Case: 16-10051
2.01 Use
Section
As
common
utilize
long as
with
the
of
transportation
United
The
the
of landing
use
of other
to
aircraft
the
and mail hereinafter
equipment
in
may
the
for
otherwise
or
commerciaL
sometimes referred
as
to
air
Air
the foUowing
roadways
runways
taxiways runway
and
and other conveniences
services
improvements
of
business
hereby include
granted
facilities
its
certificated
carrier
in
the Airport
using
and
tenants
air
engage
areas aprons
field
facilities
aviation
scheduLed
Government
privileges
and provisions hereof the Airline
terms
space
of
property cargo
The
the
and general
exclusive
business
States
persons
lights beacons
with
airlines
Airlines
Business
Transportation
taxiway
than
other
the
by
accordance
in
scheduled
of conducting
purpose
fLying
does so
it
Airport
authorized
PRIVILEGES
of Airport
other
all
AND
RIGHTS
Article
for
landing taxiing and takeoffs of aircraft
The
landing taking-off
and other equipment
The
cleaning
testing
used
by
engines
and systems subject
aircraft
or other equipment
engine
towing
flying taxiing
in
its
maintaining
repairing
including
AirLine
of
operation
run-ups and emergency
to Section
of Airline
2.04.E
in
include
to
servicing
maintenance
of
hereof loading unloading
areas on the Airport designated
of aircraft
Business
Air Transportation
its
conditioning
and unloading
loading
exterior aircraft
and
aircraft
parking
and
aircraft
of
staging
by the Director
such
for
purposes
The
training of personnel
employees of Airlines contract
The
or in conjunction
nominee
of radio
of
its
Air
prior written
Agency
the
In
modification
aids or
event
sale
for
compLiance
with existing
may
including
use
by
only sell
with
of such
propellants
Airline
facilities
Business
to eLiminate
The
airLine
who
or airLines
in
or on the
provided
simiLar rights
interference
such
in
laws
or
purchase
aircraft
engines
that any
interior
granted
the
and
for
Airport or through
and
meteoroLogicaL
use by AirLine
instaLLations
alone
by Ah-line
expense
at the
shall
in
aeriaL
the conduct
be subject
to
the
or exterior shalL not interfere with the
to
Director
of
disposaL
connection
tenants
other
may
require
or otherwise
accessories
items
oiL
gasoLine
the conduct of
with
and any appLicabLe
aforementioned
The
including
or
any GovernmentaL
removaL
relocation
or
interference
exchange
Airline
the
at AirLines
are lessees
Leased Premises
however
of the Director and whether
approval
navigation
Airport
and
Transportation
by AirLine
providers
and data communications equipment
telephone
equipment
navigation
other
any
to be employed
maintenance and operation
instalLation
with
by or
employed
service
its
grease
Air
Transportation
provided
agreement therefore
to
obtaining
Signatory
fuels
or
Business in
however
that
Airlines
of services
oiL greases
gasoLine
lubricants
or personal
Lubricants
property of any
fueLs
propeLLants
nature
food
11
DAL
Use and
Lease
Agreement-Southwest
16-10051.7234
SWA_00085044
Case: 16-10051
machines
for the
Air
its
and
granted
other
and
beverages
conduct of
in
Transportation
discharge
of the
The
instalting
maintaining
between
as to location
suitable
of the
The
this
Airliners Air
the
agent
rights
It
has executed
is
or
nominee
its
not accessibLe
of vending
to the pubLic
items onLy to
granted
specifically
City
the
The
aircraft
Director
except
at
shall
or activity
to the
Such
Director
City
rights
that
exercised
and Airline such
however
on
that
in
provided
the last
on Leased
shall
signs
be uniform
City
any appLicable
criteria
is
for or related
necessary
2.02
by Airline
not
shall
or by another
party
be considered
grant another
unless and until
to
hereof
other party shaLL
Airline
behalf
its
of Airliners
expense
complywith
provisions of Section
may be
as
Airliners
business
its
and
Director
herein
provided
aforesaid
of
operated
Premises
may deem
such
airline
other airline
shall
and operation
facility
by
not
AirLine
be
used
of modifications
necessary or prudent
for the
and
its
by
Airline
or
its
and
preparation
subsidiaries
nominee
sale
of
on
to
subject
land
meats
for
separate
forsuch purposes
finishes
for
the
and improvements
operation
of
its
in
Leased
AirLine
business
to the
subject
7.02.B
Ground Handling Services

Ground
airLines
of the
approvaL
of Airlines choice
Airport System signage
subject
between
purpose
construction
of Section
2.02
the
Leased
as Airline
by the
maintenance
installation
for
aboard
consumption
agreement
any of the
communication
of
and mail to and from the Airport
and maintenance
representing
to Airline
as
to the
nominee
of the
approvaL
published
Business
alone or
cost to City by Airline
lessees on the Airport
and lease agreement with City
use
The
from
written
installation
approved
as
Transportation
right to exercise
other
prior
by Airline however
designated
Section
is
space
baggage
including
conduct of any other operation
The
provisions
the
in
herein
privileges
beverages and sundry food
area subject
or through
directly
property
and be consistent with
The
Premises
Airline
systems
or identifying signs
and location
type
ordinances
leased
the
subsection
of advertising
Premises
the
cargo
to
Subject
or other
Airlines
of said
transportation
sentence of
AirLines
to
and
rights
by the AirLine
that such
locations in the terminal
installation
passengers
size
its
imposed upon Airline
and operation
provided
of
maintaining and operation without
any other Signatory
employees
in
exercise
herein
obUgatons
or convenient
necessary
the
and making available foods
installing
with
conjunction
systems
in
employees or contractors
The
in
and
Use Space
Exclusive
purpose of providing
Airlines
parts or supplies
Business
the
Airlines
in
equipment
serving
Handling of Airline by Others

the
Airport or
other
companies
Airline
may
Ground
contract
HandLing
with
or receive
Services
for
from
AirLines
12
DAt Use and Lease
Agreement-Southwest
16-10051.7235
SWA_00085
045
Case: 16-10051
aircraft
that Airline
provided
of such
representative
or other
company
ritten
have obtained
shall
with
agreement
Ground
Services
to aircraft
written
notice
into
City
written
agreement
as
insurance
of Others
or
using
designated
other airline
with
City prior
Director
to ensure
operating
Ground
his
designated
other airline
or shall have
permit
Handling
or
that such
Services
with
entered
Airline
Airline
may
provide
Ground
Handling
Airport provided
that
Airline
provides
advance
of such
representative
has obtained
valid
to conducting
Agreement
this
to the
efforts
by Airline
the
such
in
required
his
notice
valid
City
to commencing
airlines
to the Director
written
reasonable
uses
from the
prior
Handling
of other
to ensure that
best efforts
advance
provides
arrangements and
shall
arrangements and
operating
at the
operations
its
insurance
provide
uses
its
permit or has entered

Airlines
Airport
for such
coverage
Ground
Services
Handling
2.03
Section
Reserved
Rights
by City
Concession Operations
its
itself
limited
and
agents
otherwise
as
Except
its
franchisees
vending
machines
displays
areas accessible
including
areas
telephones
pay
systems advertising
operated
by
City or
its
concessions
public
nominees
Airlines prior consent
manner
that
materially
in
and
as
providing
impede
holdrooms
that
Use
the Terminal
services
not
shall
exercise
egress
Building
and baggage claim

be Located
or
or
Use Space
Space or Exclusive
or
ingress
passenger
and carts
shops
jetbridges
shall
City
in
but not
telecommunications
data
no concession
Preferential
any
and
to
right
including
retail
and baggage carts
agrees that
City
exclusive
services
specialty
voice
use
the
reserves
City
concession
all
baggage lockers
that
without
will
operate
by the public such
however
provided
to
and news/gift
to food/beverage
herein
provided
such
right
in
business
Airlines
operations
City shall
scheduled
Airlines
airline
on selecting concessionaires
and that maximize revenues

limit
or preclude
may
it
City
Eniployee
to be
for
facilities
Section
the
for
use of such
its
2.04
it
aLL
Parking
that
deems
airports
Airport
soliciting
the
provide
necessary
and appropriate
whatever
concessions
facilities
its
Director
or
in
and other Airport tenants

facilities
own employees
Limitations
Nothing
at Locations
herein
City reserves
shaLL
preclude
Nothing
for
Signatory
of passenger
service
herein
shall
services
by City
consultation
the
services
providing whatever
owned
and
other
input from the

level
highest
and other
City through
such
developed an area or areas at the Airport as common
the employees of Airline

charge
as
from operating
desire at any and
develop or cause
at the
operations
passenger
and provide
concessions
aLL
operate
with Airline
may
facilities
for
parking
right to assess
Airline
reasonable
from providing parking
on or off the Airport
on Use of Airport
13
DAL
Use and
Lease
Agreement-Southwest
16-10051.7236
SWA_00085
046
Case: 16-10051
Airline Service
International
that
acknowledges
an
emergency
to
voluntary
operational
conduct
thereon
aircraft
noise
generated
reserves
unreasonable
its
or
Use
of
omission
at or about the
protection
any
on the
Insurance
will
and
operations
poLicy
Airline
Waste
close
or reguLation
of the
compliance
shall
with
also be
in
is
as
from the
City
the
and
Airport
Airports
which
the
activities
due regard
having
to the
flights
practicabLe
with
manner
adhere
airline
passenger
operations
to be
believes
AirLine
of
case
to
efforts
much
in
noise
system
the
the
premium
Environmental
applicable
compliance
in
with
not knowingly
schedules
of or knowingly
dispose
whether
installed
by equipment
shall
system
fire
systems
security
Airport
permit any act
insurance
or other casuaLty
fire
of the
or accessibility
conditioning
of
any act or
policies
be furnished
shall
to
part thereof
not
used
air
conduct
its
permit
and hoses and
or the
Airline
with
Airport or any
shall
and
hydrants
with any
in
not knowingly
the effectiveness
Premises
Compliance
and diligence
shall
heating
fire
Leased
together
Airline
Disposal
system
or conflict
which
of
Airline
interfere with
may
aLarm
invalidate
due care
use
shall
electrical
taken from or products
treated
properly
faith
proximity
reduce
for
that
purpose
as
ReguLations
applicable
provisions
respect
waste material
or
of
Sections
to
such
defined
14.03
aircraft
its
shall
or products
unLess
hereinafter
disposal of any
permit
with
or solid
liquid
into the sanitary or storm sewers at the Airport unless such
be
generated
or in conjunction
activities
in
to
Premises
Leased
Requirements
City copies
waste matenaL
Premises
efforts
on or within
on request covering
Airline
any
use good
control and reduce as
Leased
noise in
agrees that except
scheduled
preclude
neighborhoods
its
Airport that
or located
by
in
sprinkler system
upon the Airport that

maintained
its
in
City
system
sewage
system
instaLled
of
all
will
time
of the
Facilities
and operations
drainage
delays
shall
it
of aircraft
level
Airline
and
understands
Airline
discriminatory
activities
and
locaL
to contest
right
related
the
Therefore
Airport that
levels
and support
with
cooperate
if
the
at
from operations
emanating
conducted
Airline
curfew
noise
1100 pm and 600 am
between
for
or weather
reduce
or
neighborhoods near the Airport
noise sensitive
the Airport for the conduct of
use
Curfew
Noise
Voluntary
attempting to control
is
City
and
not
shaLl
service
passenger
Abatement
Noise
noise
commercial
international
non-stop
Airline
disposal
All
and
such
first
is
in
disposal
14.04
of
this
Agreement
Flammable
flammable
working
for
such
for
purposes
and
Underwriters
facilities
Liquids
the
said
in
in
approved
safety compliance
kept and stored
safety
Airline
enclosed
requirements during
constructed
Fire
within
liquids
24-hour
accordance
not
of
keep or store during

the
period
with
Any such
of
liquids
type
Leased
except
standards
Governmental
by
containers
shall
portion
approved
flash
by
in
storage
established
Agency
having
Premises
the
any 24-hour
in
excess
faciLities
by the
authority
point
of less than
Underwriters
especially
National
with
period
of Airlines
Board
to inspect
100F
of
such
shall
be
Laboratories
14
DAL
Use and
Lease Agreement-Southwest
16-10051.7237
SWA_00085047
Case: 16-10051
Engine Run-ups
time periods
during
approved
Advertising
sale of any services
Other
shall
be limited to
Except
accordance
in
with
Section
or
2.01
herein Airlines use of the Airport

of passengers
persons
which compete
with City
to the transportation
not enter into
shall
of people
transportation
activities
tenants and other
unless
users
by the Director
approved
under the
14.01
For
of the
Airline
sublessees
employees
agents
its
and assigns
Premises
machinery and equipment
used
For Airlines passengers

egress to areas
leased exclusively
and
areas
public
passengers
guests
For
privilege of ingress
leased
exclusively
cOmmon
use
privilege
shall
in
by
Airlines
of
suppliers
and egress
to
Airline
or
its
to engage
or
in
vehicles
to
furnishing
any
of
of
such
service
and
facilities
furnishers
the
such
or
supplies and services
Egress
The
service
for
or vehicle
on behalf
or perform under the provisions hereof
of
This
furnishers
to Airline
ingress and egress
airline
or
the
for
provided
of services
machinery or equipment of such suppLiers and
of furnishing
Ingress
furnishers
and to areas and
of materials
enjoyed or extended to any person

act
extend
use
and to
the pubLic areas of the Airport and to areas and facilities
suppliers
extend to vehicles
and
materials
or preferentially to Airline
No Unauthorized
any
shall
privilege
for
those of other airlines
and invitees
their business
not be used
This
of ingress and
and to areas provided
to Airline
with
Business
the privilege
invitees
common
in
public areas
extend to Airlines aircraft
shalt
Transportation
gests and
and
subcontractors
contractors
right
Air
its
or preferentially
facilities
public
This
in
guests and invitees
of Airlines passengers
authorized
of ingress and egress
privileges
the privilege of ingress and egress to the
Leased
Airport and to the
vehicles
performing
and regulations adopted by
rules
hereof the following
to the Airport are hereby granted
respect
used
and to the
the other provisions hereof
to
permitted
shall
Director
to advertise or promote the
to the
of any revenue from Airport passengers
Subject
with
Premises
related
expressly provided
Airline
only at locations and
run-ups
2.05 lngess and Egress
Section
City
otherwise
as
the Leased
services
by the
approved
engine
Director
necessary or convenient
activities
Citys development
otherwise
by the
those
except
aircraft
perform
not use
shall
and mail by air and
property cargo
in
Airline
or products
shalt
advance
or as otherwise
by aircraft
cargo
Airline
in
provided
engaging
Airline
in
that
any
for
above
activity
Airline
unless expressly authorized
is
or
not
by the
Director
Section
2.06
Sales or Distribution of Food
and Beverages
and Retail Items
15
DAL
Use and
Lease
Agreement-Southwest
16-10051.7238
SWA_00085
048
Case: 16-10051
Catering
In-Flight
air
either with
passengers
with
at the
Airline
serving
its
own
The
in
Director
Airline
distribution
to
agrees
concessionafres
operating
at
the
installation
of
permitting
Airline
space
approvaL
be
2.06
is
utilized
the sale
purchase such
the
food
of food
similar
products
Retail
merchandise
sold
The
saLe
the
event
by any
that
Director
of Citys
This
by
Airline
provided
from Citys
at
all
Section
of food
as
Except
the
however
Airport
of
from
and used by
notwithstanding
all
Laws
from the
by AirLine
lounge
City
in
provided
event
this
unless written
Airtine
concessionaires
of gross saLes as Airports
Airline
Airline
preclude
prohibited
that in such
by
and beverage
food
otherwise
is
public
approval
or beverages
leases
exclusiveLy
by Airline
with
accessible
applicable
from Citys food and beverage
at
not
areas exclusiveLy
or service
Airline
written
after consultation
Provisions of this
comply with
to the
cost
advance
provision shall
in
beverages
aircraft
at no
the
writing
passengers
same percentage
AirLine
with
beverages
distribution
or beverages
to passengers
Items
shall
of Airlines
and/or beverages
Airport or pay Airport the
provide
in
by certain
from the
obtained
The
beverages
Lounges
permitted
and/or
the
beverages
in
machines
vending
alcoholic
including
and/or
Airport
or contractors
distribution of atcoholic
be expressLy
the
thereof
to Airline
are on board
Director
food
such
purchase
its
companies
catering
In-flight
for
catering
agreement or the equivalent
be permitted
shalt
by the
requested
If
Airlines employees
Section
who
food
of
holdrooms
passenger
in-f light
Beverages
and beverages
of food
sale
The
Airline
services
catering
be limited to Airlines passengers
shalt
to
into an operating
in-flight
to provide
right
with others
or by contract
Distribution of Food and
Sale or
shalL
staff
have the
shaLL
Airport shaLl enter
City prior to commencing
the
AirLine
agrees
operating
concessionaires
to
at
that
the Airport
shalL
selL
not
concessionaires
or
distnbute
unless written
any
types
approval
is
of
retail
obtained
items
or
from the
Director
16
DAL
Use and Lease
Agreement-Southwest
16-10051.7239
SWA_00085049
Case: 16-10051
TERM
Article
3.01 Term and
Section
The Term of
Date
existing
3.02
Section
Upon
cease
Airlines
as specificalLy
condition
similar
damage
of Leased
of the
as
when
3.04
Section
Airlines
AirLine
property
portable
repair
aircraft
jet-bridges
damage
30
rentaL
after the
days
Premises
authority
of the Airport as herein
the
surrender
public
Leased
granted
Premises
and
not caused
enemy
the
term
trade
this
also
in
excepting
by negligence
or
for
if
owned
tooLs
by AirLine
machinery
wILL
City
not be
shaLt
removaL unLess
personaL
Airline
shalt
owing City any rentaL
AirLine
aLLow
all
equipment
that
by it provided
AirLine
such
and upon termination
Agreement
fixtures
thereon
and
Agreement
hereof
of
or any part thereof
removal
date
termination
of AirLines rights
alt
and tear excepted
wear
ramps
to the
pursuant
Agreement
of
beLow
3.04
shaLL
the
or
and supplies placed
from such
resuLting
fees or additionaL
hereof
Date
Property
during
Loading
materials
buildings
alL
faciLities
and supersede
restate
or agents
Remove
to
be entitled
shaLL
God
empLoyees
Right
and
AirLine
reasonable
act of
from the Leased
to remove
hereof
Agreement
received
its
amend
Effective
Agreement
this
Section
in
of the
2008 the Effective
Premises
by fLood fire earthquake
misconduct of the AirLine
of
services
provided
as
or Early Termination
Expiration
Leased Premises
termination
Upon
be deemed to
shalt
or early termination
3.03 Surrender
Section
Upon
Rights
to use the
except
and
30 2028
on October
retroactively
of Terminal BuiLding Premises
expiration
privileges
shalt
Lease
commences
Agreement
and ends September
Airlines
and
this
Date
Effective
more than
not
time
additionaL
is
thirty
mutuaLLy
agreed upon
If
or
in
such
time
AirLine
as
Agreement
or in
reasonable
notice
the
or retain the
without
becoming
notice
be
event
assumes
City
property
within
LiabLe
for
any
from the City within
toss
such
sixty
to be aban1oned
and
or
possession
City
days
may
after
Leased
of the
cost
of and
of the
for
be occasioned
any
appropriate
of the
same
termination
of or expiration
Premises
public
paying
after the
days
City
warehouse
to
after termination
dispose
30
and Director
damage which may
property
60
thirty
AirLine
may remove such property

same in its own possession at the
possession and remove
deemed
its
upon between
agreed
to AirLine
deposit
to take
to remove
faiLs
mutuaLLy
the
upon
prior
or eLsewhere
for
account of AirLine
thereby
rentaL
Agreement
as required
of this
by
If
AirLine
fees upon
fails
prior
the property shaLL
Law
17
DAL
Use and
Lease
Agreement-Southwest
16-10051.7240
SWA_00085
050
Case: 16-10051
LEASED PREMISES
Article
4.01
Section
Love
Leased
Airlines
Use Space
Exclusive
for
Airline
excLusive
its
Space
Use
use the
as shown
made
reference
in
for
part hereof
its
Space
made
reference
for
use
its
LFMP Common Use
Space
Use Space
as
listed
and City hereby Leases to
City
the Pre-LFMP
BuiLding
Exhibit
in
hereby
Airline
attached
D-2
Exclusive
and
hereto
by
areas
be prorated
the
as
Listed
Pre-LFMP
the
BuiLding
in Exhibit
attached
D-2
leases to
hereby
City
hereto
and
hereby leases from City and City hereby leases to
AirLine
other
shown
TerminaL
in
and
from City and
Leases
purposes
aLl
areas in the
airlines the
Exhibit
in
part hereof
shaLL
the TerminaL
as
various
for
with
hereby Leases from

in
Exhibit D-1
in
Use Space
made
and by reference
Common
of the
Prior to Completion
purposes
aLL
the
use
common
in
and
D-1
shown
as
part hereof
Common
Airline
for
areas
Use Space
preferential
Use
Preferential
by
in
Airline
various
Exhibit
Preferential
AirLine
Premises
Field
for
aLt
among
D-1
and
as
Listed
in
Rental
purposes
TerminaL
Exhibit
costs
D-2
attached
associated
with
hereto
Pre-LFMP
with
using the space in accordance
airLines
Pre
the
BuiLding
Section
4.03
and Rocation
Demolition
in
areas depicted
Exhibit
reLocations
take
changes
Airlines
in
reasonably
changes
citing
under
the
Section
this
Leased
effective
date
of the
be subject
D-2
Airlines
place
Pre-LFMP
to periodic
the
obligation
and
Program
to confirm
those
space Leased
for
obLigations
accordance
As
substitute
comparable
of Exhibit D-2
in
Leased
ALL
as demoLitions
Modernization
provide
rentaL
adjustment
Premises
to change
Field
City wilL
on versions
rental
Leased
are subject
Airlines
changes
but in no event shall
of Exhibits D-1
the
as shown
to AirLine
shaLL
versions
4.02
take
4.01
of Exhibit
Field
of Airhnes
Exhibit D-2
in
implementation of the Love
Premises
acceptabLe
versions
Section
Listed
to faciLitate
pLace
premises
and
D-1
with
revised
such
exceed the amount
in
the
initiaL
and D-2
Leased
Premises
in
the Terminal Buildingjjpon
of the Love
Competion
Exclusive
or any
portion
exclusive
shown
hereof
use
thereof
the various
in Exhibit E-1
for
and
Use Space
Airline
as
portion
Space
as
listed
in
Exhibit
Cfty
the Post-LFMP
E-2 attached
hereto
Modernization
hereby leases to
Exclusive
Use
and by reference
Program
for
AirLine
Space
made
its
as
part
purposes
aLL
thereof
use
preferential
of the Love Field
completion
areas in the TerminaL BuiLding
Preferential
or any
Upon
hereby Leases from City and
the
shown
in
Use Space
AirLine
various
corripLetion
of
the Love
FieLd
Modernization
hereby teases from City and City hereby Leases
areas
Exhibit E-1
Upon
in
the
and as
TerminaL BuiLding
Listed
in
Exhibit
the Post-LFMP
E-2 attached
hereto
to
Program
AirUne
for
Preferentiat
its
Use
and by reference
18
DAL
Use and Lease
Agreement-5outhwest
16-10051.7241
SWA_0008505
Case: 16-10051
made
part hereof
for
Common
or any
common
use
in
Use
Space
made
with
part hereof
be prorated
shaLl
and subject
to change
be mutualLy
shall
changes
and E-2 which
Exhibits
this
Agreement
substitution
in
Phased
areas depicted
Leased
The
Premises
current
and
E-1
and pLaced
E-2
service
Each such
specified in Section
4.02
shaU be subject
Section
4.03
aLL
Common
prorated
Use
among
LFMP
the
other
is
placed
of exhibits
above
4.02
AirLines
of the Rental
to
during
not
airLine
percent
equaLly
Eighty
percent
20% of
among
the
80
the
beneficiaL
revised
of
versions
which
by AirLine
Airlines
authorized
once so
exhibit
into and shalL
be
part of
service
be subject
Common
based
change
and
for
pLanning
of
phase
substitute
versions
space
is
of Exhibits
date
exhibit substitution
with such
design
LFMP
the
the effective
citing
to the
The
Program occurs
on
discrete
with
Premises
into Post-LFMP AirLine
Modernization
each
AirLine
completion
space
and
revised
Airline Leased
FieLd
to
accordance
Common
users of such
Twenty
apportioned
and foLLowing
incLuding
into
Cost of
of Exhibits
versions
and accepted
be incorporated
rentaL obLigations
in
process which
space tabuLations
and
incorporated
As
provide
shalL
to periodic adjustment
CAD-based
Love
subject
being
are preLiminary
of construction
Director
WiLL
considerations
service
E-2
to
Subject
of the design for the
additionaL
of Post-LFMP
of the
those areas
substitution
Space
the
for
and
substitute
and each such
as
Exhibit E-2
witL
Proration
Prior
and Occupancy
listed in
compLetion
with
Use Space
replaced
it
the City
in
confirming
exhibit
as impLementation
pLan
sequencing
the
by
hereto
Parties
of the
and
E-1
phases
phasing
construction
compLeted
in
by the
Completion
Exhibit
in
signed
and
E-1
once reviewed
exhibits
exhibit to this Agreement
be considered
shall
revised
its
4.03
and construction
provide
and actual
drawings
such
Exhibits
compLetion
will
City
Common
Section
Upon
Airline
Upon
the
agreement
substitute
as
representative
confirmed
Letter
by
and City
herewith
ALL
in
for
and by reference
hereto
Post-LFMP
with
pLanning design
provide
facilities
as-built
herewith
incorporated
be confirmed
shall
terminal
and E-2 based on
E-1
be
be incorporated
shaLL
of the LFMP
occupancy
the City wilL
LFMP
set forth
Program
the Post-I.FMP Common
BuiLding
E-2 attached
Drawings and Area TabuLations
Premises
LFMP
Modernization
FieLd
City hereby leases to Airline
accordance
in
space
agreed upon by AirLine
elements of the
terminaL
of the
Love
TerminaL
in Exhibit
and area tabuLations

resuLt
as
and
costs assodated with
RentaL
AfrIlne Leased
Post-LFMP
the
in
Listed
using the
airLines
The space drawings
Change
areas
and as
purposes
alt
among
All
shaLL
for
the
airLines
Exhibit E-1
in
of the
Upon compLetion
hereby Leases from City
AirLine
other
as shown
Sce
Use
thereof
portion
purposes
all
of such
procedure
Leased under this Section
revised
versions
of Exhibit
Use Space
of the
LFMP
Use Gates described
the aggregate
in
Section
rentaL
4.06.E
cost of
shaLL
be
as foLlows
the
aggregate
airlines
of the
rentaL
cost
of the
space
shaLl
be
of the
space
shatL
be
using the space
aggregate
renta cost
19
DAL
Use
and
Lease
Agreement-southwest
16-10051.7242
SWA_00085
052
Case: 16-10051
the
among
apportioned
airlines
the
using
on enptaned
based
space
revenue
passengers
The
annually
adjusted
year
en planed
is
passenger
available
with
all
use
entrant
new
passenger
case
to
to the
use
associated
the
with
aircraft
and unloading
in
by
movement
cost
for
passengers
entitled
estimate
City shall
of
any
actual
to use
common
adjust Airlines
has
the
Affiliates
use
new
of the
enplaned
reported
of aircraft
Use
new
LFMP
by the
prohibit access
ramp
and ramp
adjacent
to
and
Aircraft
hereby leases to
City
Parking
Positions
limitations of Section
that Airline
of
other
airlines
shall
or
4.06
at the
all
not
most convenient
park aircraft
aircraft
would
below
of loading
purpose
and egress to and from
traffic
to and from the
equipment
Area
Airlines Apron Area for the
ingress
and
equipment
Use
and mail provided
cargo
immediately
Exhibit
to the
Subject
have the preferential
Positions.
Parking
in
shalt
Terminal Building
Preferential
within
Airline
Terminal Apron
shown
Aircraft
aircraft
baggage
Positions
pavement
Use Aircraft
use the
to park
as would
aircraft
Parking
apron
positions
of Airlines
right
passengers
manner
such
positions
of airlines
airline
phase of the LFMP
first
of Preferential
preferential
have the
shall
number
shall
Airport
entrant
Use Aircraft
Preferential
Building to be created
Parking
Airline
as enptaned
enplaned passengers
teased hotdrooms in the
preferentially
Post-LFMP
for Airlines
Terminal
City
to the
the
new
as the
of the
parking
Designation
Airline
revenue
use
80% rental
percent
include
City wilt
period
airline
including
Preferential
completion
its
4.05
Section
of the eighty
or decrease in the
entrant
time
such
shall
the Airport for which data
at
period
of each
September
in
place
adjustments
be
shall
space
Affiliates
adjustment
new
of
Such
use
at the Airport
4.04 Pre-LFMP
Prior
next
passengers
until
airline
history
Section
right
the
In
airlines enptaned
entrant
by Airlines
prior to the
above
described
take
shall
twelve-month
common
such
alt
Year
Fiscal
Airlines share
of
the event of an increase
space
rental
space
determination
of
adjustments
next
the most recent
enptaned
passengers
rental cost
Such
the
enplaned passengers
In
common
for
for
figures
making
In
associated
Airline
October
the
Term
the
throughout
be effective
to
for prorating
basis
parking
prohibit
the
and the
taxiway
Terminal Building
Section
4.06
Gate
one passenger
parking
more
Gate
Definition
of
hoidroom
and one passenger
position
than one
Use and Accommodation
Gates
aircraft
shall
not
be
simultaneously
of Other
For the
purposes
loading
at
of this Agreement
bridge
i.e
subdivided
Airlines
supporting
gate
any time and
no
may
not
Gate
is
defined
one preferential
be used
hardstand
as
aircraft
to accommodate
operations
except
as
20
DAL
Use and
Lease
Agreement-Southwest
16-10051.7243
SWA_00085
053
Case: 16-10051
immediately below
provided
Remain
parking
of the
available
twenty
maintenance or unforeseen
RON
parking
based
Exhibit
the
on
Preferentiaf
Gates
Gates Airline
assigned
assigned
use
Airport facilities
for
loading
after an
enter
an
into
in
liability
with
agreement
the
use of the
of Leased
the
In
reduce the
the
From
from the
Southwest
shall
preferentiaL
all
to be used
In
Airport and the
Southwest
shall
as
this
which
of
the
all
to
use
said
preferential use of
one or more
for
authorized
others
by
take
of
its
by City to
and
insurance
to
over
precedence
the term scheduled
use
mean
shall
Gate and
at
airline
user to
Airline
indemnify
from
of the
each airlines passenger

have the preferential use
be used
for each
of
Gates
it
LFMP
construction
shall
uses
The
process
within
its
current
is
shown
existing
in
sixteen
central
leasehold
16
shalL
shall
Gates
two
of
have
American
shall
the preferential use
divestment
with
of
Gates at the
as part of the
concourse
the
LFMP
City to determine
at the Airport during
AirLine
have the
operations
plan for Southwests
Exhibit
agreement
Commencing October
operations
of
after consultation
phasing
order to
have the preferential use
substantial
new
American
Gates
airlines passenger
Southwests
have the sole discretion
implementation
15
and Continental
an entirely
in
30 2010 approximately
Amendment Reform Act of 2006
Wright
and Continental
Gates
voluntarily
September
through
Agreement
to
agreed
terms of that
the
implement
to
necessary
Southwest
for
consideration
LFMP
Lease
existing
Gates
need to construct
shall
use
airlines
Agreement American and
have the preferential use of two

Gates
to
City
and the public interest may require
preferential use of fifteen
three
of
Southwest
of two
shall
the
granted
is
or nonscheduled
adequate
of enactment
date
have the
use
provided
airline
Gates
their
of Gates
Date of
four years
2010
under
number
Effective
Gates
Five Party
rights
gate
to provide
Airline
as
basis
and managed by
scheduled
of this subsection
purposes
each
by
service
premises
Transitioning
surrender
Airline
no
circumstances
no event
in
weather
air
passenger
time up to thirty 30 minutes before an aircraft arrives

Gate Further Airline may require such non-preferential
of
leaves
aircraft
but
only
to
due
preferential use
Gates leased
of
has
Airline
as
on
for
originally
airlines
scheduled
Gates
such
For the
use
amount
reasonable
that
allow.other
will
to use
and unloading
Airlines scheduled
times
thereon
remain unassigned
shall
to the Use of Gates
Rights
those
At
share
airlines
RON parking
for
scheduled
uses that do not involve
and assigned to
pro-rata
were
that
RON
over such
rights
hardstands
utilizing
flights
remain under the
shall
spaces
be accommodated
or other
RON parking positions

however that two
accommodate charter and other nonsignatory
its
i.e
and cannot
gates
be allocated
shall
positions
in
depicted
any
parking
from
airline
operations
emergencies
RON
give Airline any leasehold
shall
Agreement
preclude
or for irregular
training
RON
Parking
in this
shalt
Nothing
spaces
maintenance
one
Overnight
City and nothing
of
control
be permitted
shalt
all
phases
Gate use throughout
reserves
the
right
to alter
of
the
this
21
DAL
Use and
Lea5e
Agreement-southwe5t
16-10051.7244
SWA_00085
054
Case: 16-10051
plan as
deems necessary
it
aUocation
concourse
terminaL
that
ensure
the
Airtine
facilities
on or before
that
agree
at
the Airport wiU be
accommodate
Airport can
of Gates
number
total
its
be Limited
shall
the
to
4.06.D.1
set forth in Section
City and
that
provided
existing
or demolished as necessary
20
twenty
onLy
30 2010
September
modified
Gates
for
to
passenger
airline
the
Airport
service
To
the
City
accommodate
then
the
also
City agrees
to
for
in
To
such
Common
virtue of termination
Common
be established
by
entrant
Section
extent
airLine
In
such
Gate
Citys
roLe
in
the
report
with
obLigation
fot
that
and
is
aLL
Director
accommodated
one of the
new
below
entrant
to
the
If
service
Space and Gates
at the
Leased
use
to City
Airport revert
City-managed
Gates for the
to use
rights
City
Use Gate
Preferentiat
or for
Agreement
any other
reason
by
cease
Gate
the
shaLL
to terms and per use charges
subject
to
to
not
wILL
unduLy
such
interfere with
its
City
the Airport
scheduLe
operating
1-4
and uniform
open access
In
data
usage
treatment
for
scarce
at
Leased
its
and upon such

into
Airlines taking
agreement
beLow AirLine shall
and Gate
assignment
their
the Airport
at
AirLine
Requesting
for
may become
an accommodation
in
AirLines
service
to provide
most
that aLthough
agree
to Signatory
and the Requestthg
AirLine
procedure outLined
Gate
at
AirLine requests
accommodate
of such
provide
be Leased
Building faciLities
upon between
agreed
and
AirLine
WILl
order to faciLitate
provide
with
City
To insure compLiance
alL
tenants the
airLine
requests
for airLine
accommodation
in
the
terminaL
faciLities
be
wiLL
DOA
In
the
lessees
established
by the
contacted
Airlines
of this
agrees
AirLines
to
ALL
received
Gates
ReqestingAirines
circumstances
tracking
procedure
Lowing
If
Requesting
accommodation
monthLy
this
airline
may be
as
the
all
4.06.E
the
PreferentiaL Use
common
to
under the controL of
of
AirLine
times
terms
consideration
of the
any
use and TerminaL
entrant
such
at
reasonabLe
of AirLines
TerminaL BuiLding are or
areas in the
circumstances
Premises
Section
in
at
airline
existing
accommodate
to
service
City
new
if
for
provided
to begin
its
below
4.06.E
be converted
or expiration
excLusive or preferentiaL
resource
as
from
Agreement
this
Accommodation
of the
service
that
Use Gates
Use
seeks
carrier
or are not wiLLing
require the sharing
shaLL
gates
term of
remaining
become
the
entrant
accommodation
voLuntary
are not abLe
as provided
control
new
extent
new
the
carriers
existing
the
seek
will
the
event the Requesting
airLines
wiLL
and has exhausted
notify
within
Signatory
aLL
thirty
AirLines
Signatory
30
days
has demonstrated
Airline
aLL
reasonabLe
Airlines
in
efforts
writing
that
to
if
to the
DOA
Requesting
with
the
request
for
it
is
AirLine
from the receipt of notice the Director
to comply
that
has
secure accommodations
accommodation
will
in
not
seLect
non-
22
DAL
Use
and
Lease
Agreement-5outhwest
16-10051.7245
Case: 16-10051
manner
discriminatory
end of
At.the
been
accommodated
accommodate
The
selected
was
said notice
of
incLude
to
The
period
of
its
on
the
or dispute
position
necessary
effective
Requesting
personnel
of
Leased
its
the
and
facilities
shared
Signatory
Airlines
direct
administration
to
enter
Airline
and
regarding
the
which
AirLine
improvements
in
shalt
thereto
Mainst
not
with
cause
to arise
this
faith
provision
be binding
30
thirty
by sharing
day
portion
aircraft
reasonably
equipment
conditions
priority
and
Airline
of
use
in
its
costs
will
in
and which
Airline
require such
Airline
from
Directors
review
available
fees and
charges
including
but
or
any
not Limited
Airline
in
the
information
manner
other
of the
Requesting
or
but not limited

notice
regarding
render
of
the
decision
matter regarding
Section
to
and the
for
adequate
fees and charges
including
or
the
Airline
use
receipt of written
non-discriminatory
on
aLlowance
provide
liability
provision
to
be based
Requesting
to
these reasonable
the
on the Signatory
will
reasonable
plus
may
scarce resource
and
such
reasonable
rendered
services
for
Signatory
regarding
effect
AirLine
Requesting
Airline
Signatory
to
efforts
this
to
pursuant
manner
Airline
the
carrier
faith
good
its
Requesting
Director
good
acceptabLe
resource
will
4.07 Covenant
Section
the
disputes
said
area holdroom
have
another
contract
above and upon
4.06.F.4.a
after receipt
days
of the Signatory
will
assess the
may
and indirect
dispute
disputes
scarce
with
the event of
In
such
use
wilt
the
matter regarding
Section
Airline
and equitable
Airline
an agreement
premises
10
folLowing
schedules
accommodate
to
and to indemnify
any other
to
between
Further the Signatory
into
insurance
particular Signatory
Airline
to the
subject
an appropriate
subleased
to
notice
of said
Premises
under
charges
receipt
within
make-up
baggage
Signatory
The Signatory
fees
selection
the Requesting
space
reasonable
in
such
and other appurtenant
conflict
Signatory
accommodation
have ten
wiLl
Airline
Signatory
the
why
the
seLection
positions
the
requested
If
such
bridge
of such
Airline
and
paragraph
use
case
In
the
counter
days
Airline
rescinds
loading
passenger
the
for
30
from the
not
accommodate
to
to that
notice
has
Airline
Requesting
Airline
reason or reasons
accommodate
wilt
Leased Premises ticket
parking
written
thirty
the
Signatory
Director
AirLine
Signatory
notice
selected
comment
Unless
the
such
in
the
if
Signatory
send
will
within
Airline
period
day
select
may
that event
in
30
thirty
Director
Requesting
Director wILL
Airline
and
AirLine
Requesting
the
said
4.06.F.4.a
this
above
Airline
Liens
nor
out
of
permit
or accrue
any
lien
against
from any action
the
or use
Leased
thereof
Premises
by AirLine
or
any
or any
23
DAL
Use and
Lease
Agreement-Southwest
16-10051.7246
SWA_00085
056
Case: 16-10051
contractor
sub-contractor
contest
vaLidity
the
4.08
Section
With
the
twenty-four
24
performance
and
reentry shall
may
enter
upon the
Parties agree
to this
advance
notice
to
that Airline
Airline
upon AirLines Leased Premises
may
termination
trespass
hereunder
or
the
cause
unduly
in
good
faith
of
Citys
Agreement and
of action
for
emergency
interfering with
to or connected
incidental
exercise
of this
or canceLLation
nor give Airline
in
in
except
without
at any time for any purpose necessary
Substitution
amendment
hours
of Airlines obligations
not constitute
4.09
The
an
City
however
provided
lien
of Entry
operations
functions
Section
of any alLeged
City Right
circumstances
Airlines
supplier or agent
with
governmental
such
entry
damages against
or
City
of Exhibits
that the
substitution
of exhibits
as
described
herein
does not constitute
Agreement
24
DAL
Use
and
Lease
Agreement-Southwest
16-10051.7247
SWA_00085
057
Case: 16-10051
5.01 General
Section
hereunder and
granted
the
set-off
month
the statistical
at
operations
with
purposes
The
eLsewhere
herein
landing
Leased
of
undertakings
Premises
City
rights
facilities
agrees to pay City
Airline
and
in this ArticLe
Director
on
or
inforniation listed below relative
to
its
in
writing to the
the Airport for the

in
provided
that
the
recalculated
as
and
privileges
without
deduction
according
the
to
Report
submit
shall
of
hereof
Statistical
Airline
use
and fees as set forth
rentals
5.02
Section
the
for
of Article
procedures
the
for
consideration
In
or
AND REPORTS
FEES
RENTALS
Article
information
statistical
required
fees and other
attached
and by
hereto
below
in
to be submitted by the Airline
charges
Total
number
domestic
Total
number
of
Total
number
of Aircraft
Total
CMGLW
for
Total
pounds
of
enplaned
month
made
addition
to
and
at the
hereof
other
any
for
aLL
information
in
calcuLating
Airport
revenue
depLaned
and charter
part
each month for Citys use
to Airlines operations
pertinent
day of each
format consistent
in
reference
be
shall
10th
tenth
nonscheduLed
scheduled
calendar
immediately preceding
Exhibit
the
before
and
non-revenue
passengers
Tota pounds
5.03 Terminal
Section
Pre-LFMP
September
ending
Terminal
Building
date
air
cargo
Arrivals
of aircraft
by type
and deplaned
shall
For the
pay
City
D-2 monthly
2008
Fiscal
for
its
space
is
space
existing
shall
D-2
2008 and
and adjacent
rent based
space
as shown in Exhibit
in
October
provided
to the
on the schedule
however
no longer
be charged
for
Pre-LFMP
of
that any
rent as of the
vacated and demolished
Beginning
Space Pre-LFMP
Year commencing
terminal
vacated and demolished to accommodate the LFMP

such
and
Space Rentals
Airline
of October
revenue passengers
of aircraft
enplaned and deplaned
Terminal Rentals
30 2009
as
by type
of air mail enplaned
Building
and through
connecting
Arrivals
Aircraft
as listed in Exhibit
rental rates in effect

space
of
originating
October
Preferential
2009
Use Space
Airline
and
shall
pay
Pre-LFMP
City
Common
its
Use
Space
in
Exclusive
the
Use
Terminal
25
DAL
Use and
Lease
Agreement-Southwest
16-10051.7248
SWA_00085058
Case: 16-10051
rentaL
listed
as
Building
rates per
Exhibit
in
Counter
Ticket
$15.00
$15.00
D-2
As
The
5.00
Ramp
0.50
space
continue
talcutation
initial
share
4.03
Section
rates
the
for
as
of Airlines
AirLines
its
listed
in
Exhibit
under
to facUtate
with
the
procedures
monthly terminaL
Terminal Building calculated
each
shown
phase
rent based
space
in
FieLd
4.01 shaLl be
4.01 .D
of the
PreferentiaL Use
LFMP
on the
accordance
Airline
and
Space
on the
based
Exhibit
in
Love
of the
under Section
Building
Year
Fiscal
is
of Section
of each
Post-LFMP
TerminaL
Section
this
irTipLementation
Upon completion
in
under Section
Leased
initiaLly
for space Leased

the
Use Space
Use Space
E-2
space
or reconstruction
pLace
accordance
ExcLusive
Common
AirLines
rentaL obtigation
take
Terminal Rentals
Post-LFMP
of
aLL
to
rentaU obLigations
in
adjustment
Post-LFMP
of the
to appLy
and relocations
Program
City for
pay
Area
vacated for demolition
Post-LFMP
shaLL
$10.00
Canopy
to periodic
subject
Restrooms
UnencLosed
demotitions
Modernization
$10.00
Bag Screening
Support
StairweLLs
is
annual
following
$20.00
Queuing
CLaim
Bag Make-Up
such
Offices
$20.00
These rates shaU
the
on
Other Offices
Operations
until
based
Building
Ticket
AirLine
rent
space
Hotdrooms
Baggage
4.01
the TerminaL
foot for
square
monthly terminal
D-2
in
proration
annuaL
with
its
rentaL
Section
6.04
hereof
5.04 Apron Fees
Section
Apron Fees
Pre-LFMP
of existing
pre-LFMP
aircraft
Post-LFMP
shaR pay City
AirLine
fees
based
on the
accordance
Section
with
for
pay
Fees
Post-LFMP
apron
6.05
positions
fee
Upon
compLetion
PreferentiaL Use
rate
for
be assessed
wiLl
by the
City for the
use
by AirLine
the
of
LFMP
the
Aircraft
or any
Parking
portion
Positions
Apron Area caLcuLated
each
thereof
monthLy
FiscaL
apron
Year
in
hereof
5.05 Landing Fees

Pre-LFMP
shalL
Apron
its
annuaL
Section
parking
No fees or charges
City
for
its
use
Landing Fees
of the
AirfieLd
Until
monthLy
the
compLetion the
Landing
first
phase of the LFMP
fees based on the following
annuaL
Airline
Landing
fees rates
FY 2009
$1.00 per 1000 pounds
of
CMGLW
26
LUse and
Lease
Agreement-Southwest
16-10051.7249
SWA_00085
059
Case: 16-10051
FY 2010
FY 2011
first
phase
pay
for
City
its
each
caLcuLated
of the
Landing Fees
use of the AirfieLd
Year
FiscaL
Utilities
With respect
machinery and
faciLities
AirLine
which
may be
charges
assessed
or metered
City wILL
be
Use
illumination
calculated
number
or
which
be
will
of AirLines
within
forth the
amount
construed
as
of such
LFMP
of the
phase
on the
annuaL
Airline
fee rate
Landing
hereof
6.06
contained
in
fine
or
Agreement
or the
expense
same may be added

part of the
by City in the
of the
rental
basic
Other
the
for
consultation
use
City
reserves
the
City-provided
AirLine
from implementing charges

with
of written
provided
however
such
regardtng
at
annual rates and charges
fine
interest
right
the
to assess
basis
City
any time during the
setting
be
not
shall
and
such
fiscaL
as set forth in ArticLe
or has incurred any
for or City
AirLine
damages
this
AirLine
year
were
to
agrees
Nothing
City
shaLL
to the
sum or sums
the
Agreement
if it
or
or agreements
and penalties
and services
charges
neg
contrary
constitute
as
required
is
failure
covenants
of
due under
equipment
for
payment
AirUne agrees to pay

costs
same remedies
faciLities
be reimbursed to City
reason of the
by
provision shaLL
this
the
City because
from the Director
sum or sums
or omission
rent thereafter
with
kilowatt-
per
against
such
or reimburse
or expense
under
estimated
or penaLty
Agreement
aLt
be
wiLL
rate
the
feasible
promptly
that
than
other
rental
equipment
notice
City has paid any
If
this
incLuding
same manner and
of other
by City with
receipt
resut of any act
sums incurred
additionaL
recoverabLe
services
base
any one or more of the conditions
of
Use Space
and mechanically
has agreed to pay
to any instalLment
ExcLusive
cost in dolLars
electric
Parts 1540 and 1542 shaLL
obUgations
as
so incurred
estimated
the
in
by the
by the City
utiLity
of the
separateLy
furnished
established
Any fines or penalties assessed
to contest
incurs any
fuLfilL
incLuded
kilowatts
economically
is
Rent and Charges
or
in
the
or penaLty
which AirUne
and
utiLities
meteredincluding
for
are
charges
scheduLe
bilLing
Spacecharges
City
such
if
metered
for
equipment
AirLine-instatted
electricity gas and other utitity
thereof
biLls
UtiLity
rating
covenants and agreements of
conditions
charges
by
it
use
separateLy
of Airlines
days
the
Use
power
where
to perform or
this
not
and any
Premises
depending on
month and
Airlines right
any sum or sums

of Airline
areas
with 49 CFR
30
thirty
waiving
for
Fines or Penalties
or expense
obLigations
aLong
first
water sewage
alL
to AirLine
the
instaLled
Additiona
City
Section
Leased
its
to pay
provided
per
noncompliance
by AirLine
to
Common
on
hours
of operating
Meters
every
Landing
with
frequentLy
in
be
to
is
City based
by
Less
and
Space
Security
paid
monthLy
fees based
to AirLine
as appropriate
and services
For equipment
refusal
CMGLW
compLetion of the
agrees
charged
paid monthLy
PreferentiaL
to pay
CMGLW
of
5.06 Other Fees and Charges
Section
hour
of
Upon
accordance
in

LFMP
of the
Post-LFMP
shalL
DBO
through
so
and the
Each
additionaL
and
rent
part
originaLly
pay reasonabLe
subject
shaLL
to prior
preclude
pubLish such
the
charges
of this Agreement
27
DAL
Use and
Lease
Agreement-Southwest
16-10051.7250
SWA_00085
060
Case: 16-10051
5.07 Payment
Section
Provisions
Terminal BuildingicntaIs
for exclusive
Area Fees
from the
be due and payabte
shall
on the
Fees
Landing
month
and
month
as
shall
Landing
on or before
City
be transmitted
required
Section
in
to
the
to recover
City
for each
10th
the
due date
date when
full
use
and Apron
space
advance
without
invoice
be sent
to
the
of
be due and payable
shati
the
day of the
last
Statistical
without
preceding
for the
Report
AU
other
days
fees and charges
rentals
of the
date
Payment
payment
actually
The
acceptance
hereunder
required
therefor
of any
payment
made
of Airlines report and computations
due from Airline or preclude

and that
inaccurate
of the invoice
Lesser
amount
Airline
was
from
property
Later
owed
overpayment
accrue
payment
Form
shall
in
Airlines monthly
from verifying the accuracy
Amounts
on Overdue
may
month
day foUowing
with
together
30
thirty
Airlines report was
any such
Interest
of the
City
any additional
that
demonstrating
days
month
rental payments
Building
common
hereof
5.02
within
not preclude
shall
or from recovering
and
day
fees
of City to Verify Airlines
Right
by Airline
Terminal
prorated
of each
tenth
Other Fees and Charges

be due and payable
shall
first
for
City
from the
invoice
Fees
and Aptpn
and preferential use space and
use
is
interest at the
rate of
not received
.5% per month
within
five
5business
from the due date
until
made
Payment
Directors
Any payment
Payments
office
or such
shall
other
be made to the order of 1City of Dallas and

place
as
may
be
designated
by the
Director
from time to time
28
DAL
Use
and
Lease
Agreement-Southwest
16-10051.7251
SWA_00085061
Case: 16-10051
RECALCULATION
Article
Effective
facilities
are completed
and fees
will
For
estimates
of costs
AirLine
Least
at
purposes
rate
and
be provided
30
to Airline
DOAs
financial
March
31
the
6.02
Annual
process
The
Landing
the
Fee
Apron Fees
discussions
Annual Budget
The
is
with
shall
its
the
annual
of the
audit
audit
Fees
Landing
approach
prior
to
as
will
be
illustrated
1-1-2
costs assigned
Administration
to the
fifty
percent
and ii fifty percent
Cost
50%
50% based
based
on
on
by cost center
Expenses
adopt an AnnuaL Budget

and Landing
Fee rates
and include
caLcuLation
are the
or before
written
Fiscal
for
the Airport and establish
Such budget
any
revisions
Signatory
Airlines
of Terminal
rates
resulting
Building rentaL
and fees
Terminal
shall
rates
of the
take
from Citys budget
copy of such
with
from and after the beginning
for
procedures
of each
April
estimate
reviewing
Fiscal
of the TotaL
adopted
and
Apron Fees
Fiscal
Year for which
Year
and adopting
the
Signatory
Landed Weight
for
the
AnnuaL Budget
Airlines
Signatory
shall
submit
AirLines
for
the
Year
May
of each
proposed AnnuaL Budget
Estimated
center
and
Fees
rate-making
by cost center
OEM
with AirLine
On or before
Airlines
Apron
Exhibit
in
revenues
be effective
foLLowing
Director
succeeding
settlement
incurred and will
annual
the
to
adopted
On
to the
Rates
residual
promptLy furnish the
shaLl
together
rate that
Rental
center
share of direct
year City shaLL
Director
Annual Budget
to complete
DOA
of
Budget
Building rental rates

into account Citys
set forth in
basis
For finaL
of the
completion
efforts
rentals and fees
share of nonairline
Each
best
Year
Fiscal
rentals
be provided
shall
costs and expenses
actuaL
the
on the
weight and
to the other Airport Cost Centers as foLLows
on the proportionate
Section
of
be made
wiLl
terminal
airline
and procedures
principles
Landed
of LFMP
Year thereafter
year
cost
airline
calculating
be aLLocated
proportionate
based
basis
which phase
in
Fiscal
of the
beginning
use
Building
with
the
of total
H-i and computationally
Exhibit
In
will
shall
each
calculations
possible following
City
Terminal
accordance
in
conceptually
prior to the
calendar
subsequent
AirLine
in
purposes
as
for
based on
the
be made on the
soon
as
and
service
Year
Fiscal
partiaL
and estimates
days
will
statements
of the
in
and recalculated
setting
expenses
thirty
Year or
Fiscal
and placed
calculations
all
caLculated
the
be reviewed
ArticLe
Center
FEES
6.01 General
Section
this
AND
OF RENTALS
incLuding
for
the
FiscaL
Year
succeeding
Airport Operation
the proposed
allocation
City shalL
Fiscal
submit to the Signatory
Year
and Maintenance
of administrative
including
Expenses
and other
by
indirect
cost
costs
29
DAL
Use and Lease
Agreement-Southwest
16-10051.7252
SWA_00085062
Case: 16-10051
to the
assigned
Administration
Cost Center
AnnuaL bond debt seriice
if
any and any
associate
fund
deposits
required
Amortization
Estimated
BuiLding
schedule
be undertaken by
in
required
accordancewith
Within
distribution of the
the
meeting
between
for
be made effective
Mid-Year
Building
the
event
Rental
or
for
the
in
15
fifteen
after
days
Airlines
to
shalL
made
the
of the
meeting
Director
shall
will
at the
second meeting
and the
Airlines
of
the
any
DaLlas
to the
City
Annual Budget
Year
Fiscal
nonetheLess
by the
of
go
City
first
the
the
day
days
Signatory
10
ten
information
do not
Airlines
days
after the
scheduLe
Airlines
Signatory
after
raised
Manager
has
not
been adopted by the
proposed
CounciL
of
the
effect
in
30
Airlines
to questions
with the requested
Airlines
request
Signatory
respond
the
concerning
within thirty
be heLd
shall
Signatory
information
in
such
on
that
date
Dallas
fees calcuLated
Any subsequent
the AnnuaL Budget
adopting
Fiscal
and
rentals
shalL
Year
Rate Adjustments
percent
baLance
day
first
the
additional
meeting
at
any
time during
Fiscal
10% or more
Fee Rate
of
such
or the
Fiscal
Year
from the estimates

Landing
Year
the
Fee Rate
provided
that
used
such
such
costs
totaL
Total Landed Weight
or Airfield or the aggregate
the Apron
Rate
down
ten
than
and so notify the Director within
Signatory
retroactive
that
Apron Area
by City to vary
Apron
rate
caLculated
Year
meeting of the Signatory
second
after the
If
Budget
herewith
budget adjustments
In
rentaL
BuiLding
FiscaL
no sooner
convene
request
meeting
any reason
of the
as
accordance
6.03
to the Airport proposed to
and 6.06
6.05
convene
the second
Director
the
If
Section
Airlines
shaLl
At the second
AnnuaL
said
City Council
in
Director
the Annual Budget
concur with
meeting
Year
FiscaL
Year incLuding the information
Fiscal
succeeding
but
shall
Terminal
Airline
succeeding
of the Terminal
the
time
Director
meeting and provide
first
concerning
second
6.04
Signatory
the
meeting
the
during
6.02
by the Director
notice
first
Sections
reasonabLe
the
If
Annual Budget
the
for
report
the
for
than
Annual Budget
discuss the
Upon
caLcuLation
rate
the
other
beLow
7.03.D
Section
Fee
Landing
sources
Fees
the succeeding
with
preLiminary
and
Fees
aLL
and Landing
of the CapitaL Improvements
during
City
accordance
from
revenues
Apron Fees
RentaLs
funded assets
of City
of
aLl
in setting
rates
of the
airlines
is
the TerminaL
may be adjusted
adjustment
is
deemed
Terminal
projected
BuiLding
either up
necessary
30
DAL
Use and
Lease
Agreement-Southwest
16-10051.7253
SWA_00085
063
Case: 16-10051
by
An
City
upward
avaiLable
from such
centers
For
written
notice
warrant
only be used
recover
the
adjustment
City
basis
for the
adjustments
putting
rate
such
adjustments
shaLL
City wILL
and
Signatory
wiLL
provide
such
UnLess
rate mid-year
wILL
revenues
adequate
of the
the
into effect
Limit
that
costs
totaL
provide
adjustments
Terminal Building
Rental
Terminal Buildingost
by adding
to ensure
estimated
airUne-supported
with
AirLines
30
thirty
written
advance
days
circumstances
extraordinary
more than
to no
adjustments
be
cost
Year
FiscaL
6.04
Section
to
such
before
additionaL
once each
fees
each
of the
expLanation
shaH
adjustment
the foLLowing
together
The
annuaL
Direct and
Rates
totaL
costs
the TerminaL
of
wiU be caLcuLated
Building
amounts
Indirect
and Maintenance
Operation
aUocabLe
Expenses
to
the
TerminaL BuiLding
in
Debt Service
alLocabLe
Amortization
of the Net Cost of each
to the
Terminal BuiLding on or after October
the
AnnuaL repLenishment
the
Emergency
Fund and/or
their
Terminal
required
the LFMP
Requirement
is
Terminal
caLculated
by
of the
the
the
TerminaL
Building
net deficit
in
folLowing
Account
Reserve
Service
to restore those
funds to
and
the TerminaL
The
Reserve
GARB Debt
Fund as necessary
Requirement
Buildthg
subtracting
Maintenance
and
Fund
Reserve
to the
50%
percent
Fifty
Annual
aLLocabLe
service
2008
Debt Service Reserve
baLances
in
CapitaL Improvement pLaced
of the Operations
and RepLacement
Repair
Building
Roadways
annuaL
amounts
from the
concession
revenues
cost center
Terminal
BuiLding
costs
of
the
generated
in
the
totaL
Terminal Building
Seventy-five
retaiL advertising
75% of
percent
TerminaL BuiLding incLuding
but not
and other
One hundred
aLL
Limited to food
misceLLaneous
100%
percent
termthaL
of
the
beverage
concessions
nonairLine
news
gifts speciaLty
and services
terminaL
buiLding
space
rentaLs
Prior
remaining
re-LFMP
to the
Other
RentaLs
anciLLary
Interest
and benefidat
compLetion
AirLine
income
under Section
TerminaL
on
the
occupancy
5.03.A
of the
entire
LFMP
any
hereof
BuiLding revenues
GARB Debt
Service Reserve
Fund LFMP
Debt
Service
31
DAL
Use and
Lease
Agreement-southwest
16-10051.7254
SWA_00085
064
Case: 16-10051
Fund
Reserve
of seventy-five
totaL
Parking
Ground Transportation
Et
TerminaL
BuiLding
in
cost
centers
wiLl
Annual
Requirement
shalL
then
City shaLl then
which
Section
shall
Terminal
Building
be divided
by total
equate
net
and
Section
in
generated
to offset
the
during
Airfield
Annual Budget
the
the
AnnuaL
the
annuaL
attributable to each of the
percentage
basis
revenues
be credited
wiLL
this
annual
required
Rates
Rental
the
the
for
scheduLe
deveLop
to the
The
6.06.B
an
in
the
and
and
BuiLding
of
Repair
two
Process
6.02
Terminal BuiLding rentaL rate
average
described
be agreed upon on
Section
in
75%
percent
and Emergency
Account
Area Cost Center
Requirement
Requirement described
described
Reserve
Fund allocable to the TerminaL
Reserve
Replacement
and Maintenance
Operating
The
Airline
Post-LFMP
Annual
BuiLding
the
Year
FiscaL
of rentaL rates
by type of space
TerminaL Building rentaL
average
Terminal
Leased Space to determine
the weighted average
rate
using
the
of
folLowing
criteria
weighting
Weight
Ticket
Counter
6.05
Apjpn
1.00
Baggage CLaim
0.75
Other Offices
0.75
and Other Support
the
0.50
Baggage Make-up
0.50
StairwelLs
0.25
Canopy unenclosed
Fee Rates
Apron Area Costs

together
1.00
Queuing
F-toldrooms
Operations
Section
Ticket
Airline
folLowing
annuaL
The
costs of the Apron Area wiLt
totaL
be caLcuLated
by adding
amounts
Direct and indirect Operation
and Maintenance
Expenses
aLlocable
to the
Apron Area
in
the
Debt Service
aLlocab
Amortization
of the
to the
Net
Emergency
Fund and/or
their
Cost of each
Apron Area on or after October
Annual replenishment
the
required
Repair
the
LFMP
baLances
2008
allocabLe
Reserve
Reserve
to
the
Annual Apron Area Requirement
if
any
CapitaL Improvement placed
in
seMce
and
of the Operations
and RepLacement
Debt Service
Apron Area
and Maintenance
Fund
the
GARB Debt
Fund as necessary
to
Reserve
Service
Account
Reserve
restore those funds
to
Apron Area
The
annua Apron Area Requirement
wiLL
then
32
DAL
Use
and
Lease
Agreement-Southwest
16-10051.7255
SWA_00085
065
Case: 16-10051
be caLculated
amounts
the folLowing
by subtracting
Apron fees charged
Other
income
Operating
Annual
divided
Apron Fee rate per
Total
the
together
aircraft
parking
costs
Apron Area
of the
Apron Area
users of the
any
Service
Reserve
Fund LFMP
Service
and
Repair
Apron Area
Annual Apron Area Requirement

Aircraft
position
Debt
and Emergency
Account
for
Parking
the
20
Positions
then be
shalt
to determine
the
Year
FiscaL
Landing Fee Rate
6.06
Section
The
Use
of PreferentiaL
if
Reserve
to the
Rate
Rental
ApfQn
totaL number
by the
annual
Fund aUocabte
Reserve
Replacement
GARB Debt
on the
and Maintenance
total
Airline
non-Signatory
Apron Area revenues
ancillary
Interest
Fund
Reserve
to
from the
Costs
Airfield
costs of the
totaL
AirfieLd
wilL
be
calcutated
by adding
amounts
annuaL
foLLowing
The
Direct and indirect Operation
and Maintenance
aUocable
Expenses
to the
Afrfietd
Debt Service aLLocabLe
Amortization
in
the
Airfield
Annual replenshment
Repair
and/or
LFMP
required
Annual
caLculated
of the Operations
Reserve
Debt Service Reserve

allocable
the
foLLowing
Fund
and Maintenance
the
GARB Debt
Fund as necessary
Airfield
Requirement
Airfield
by subtracting
to the
service
in
2008
and Replacement
balances
AirfieLd
Net Cost of each CapitaL Improvement pLaced
of the
on or after October
Emergency
the
to the
The
amounts
Fund
Reserve
Service
to restore those
Reserve
funds
the
Fund
to their
and
Annual
from the
Airfield
total
Requirement
AirfieLd
costs
wilt
then
caLcuLated
be
in
above
GeneraL aviation
Non-Signatory
Other
Service
Reserve
and RepLacement
Fund
Airline
ancilLary
Interest
landing
Airfield
income
Operating
Reserve
fuel fLowage
on the
fees
fees
revenues
if
GARB Debt
and Maintenance
Fund altocabte
to the
any
Service
Reserve
AirfieLd
Reserve
Account
Fund
and
the
LFMP
Emergency
Debt
Repair
and
33
DAL
Use and
Lease
Agreement-southwest
16-10051.7256
SWA_00085
066
Case: 16-10051
of seventy-five
total
Ground
Parking
Airfield
described
described
Requirement
cost
Transportation
Requirement
centers
described
in
Section
be agreed
will
upon
The
on an
annual
by
Landed
Total
6.07
Section
For
the
proceedings
of
Weight
the
Terminal
Building
attributable to each of the two

the
during
Annual Budget
Process
all
The Annual
Airfield
to
subject
to the
Signatory
Requirement
determine
Airlines
the
shaLl
landing
then be divided
fee
rate for the
in
of
purposes
order of
of the
GARB Debt
instruments
that
may be
Fund
Account
to
applied
the
foLlowing
in
the
revenues
Airport System
outstanding
and
and Maintenance
to maintain
current
annual
Service
Fund
baLance
budget
operating
to pay
GARB Debt
from time to time by the
issued
of City contained
covenants
funds
and
priority
to pay Operation
OM Reserve
25%
currently
Revenue
Aviation
OM Account
percent
of GARB5
issuance
into the
the following
Agreement
this
the
authorizing
Revenues
of
Application
be deposited
accounts
five
in
the Annual
Year
Fiscal
shall
generated
to offset
Annual
the
percentage
basis
net revenues
be credited
and
Section
this
6.04.B
Annual Landing Fee Rate

the
of the
will
6.02
Section
in
in
75%
percent
Area Cost Center
Expenses
the
Airport
Service
months
three
to
equaL
for
on
bonds
notes
or debt
Airport System
Capital
any
City to fund
twenty-
System
Improvements
GARB
Debt
Fund established
Reserve
Southwest
Service
Facilities
Dollars
Aviation
Airport System
Capital
of
support
made
Fund
Reserve
fund
to
Account
by Southwest
Repair
to
or
restore
the
GARB
Debt Service
GARBs
Reimbursement
Payments
Emergency
to Five MilLion
Service
in
under the
Replacement
Reserve
reimburse
Facilities
Southwest
Agreement
for
LFMP
with the
to replenish the balance
Debt
LFAMC
in this
fund
$5000000
Capital
Fund
alt
Improvements and
subject
to the
cap described
Section
6.08
Aviation
in
Capital
Section
Fund
remaining
for
revenues
any other
lawful
to
be
used
purposes
pay the
of the
Net
Costs of
Airport System
6.08
Cap
34
DAL
Use and
Lease Agreement-Southwest
16-10051.7257
SWA_00085
067
Case: 16-10051
Under the rate-making

that
anticipated
System
Areas
the
in
cost
of the
mechanism
generate
amount
25% of the
of DaLLas
Aviation
sum of
of the
net revenues
in
the
the
Fund to be used
to fund
from
net
less
its
revenues
incurred
deficits
any
Costs of future
Net
the Airport
Other
the
estimated
is
of
operation
of
These net revenues
the
it
Buildings
Parking
revenues
above
in this ArticLe
net revenues
Airport and the Heliport
Executive
CapitaL
described
surplus annual
25% of Terminal concession
and
center
City
approximate
center
operation
wilL
Area cost
by the City in the

fLow
wilL
to the credit
Airport System
CapitaL
Improvements and other Lawful Airport System purposes
From the Effective

without
other
limit
in
by the
capped
be
wilL
at
change
percent
in
however
that
for
30
the
the Consumer
credited
the
the
to
Capital
airlines
in
the
ending
balance
the
In
as
additional
of
cost
airline
fees
number
reaching
this
City
in
that
fees
Fiscal
shall
Aviation
tawful
amount
fees for that
in
funds
capitaL
at
purpose
City
shaLL
Should
with
as the
AirLines
amount
an
amount
such
during
application
notwithstanding
million
in
such
capital
the
an aggregate
plus
apron
by the total
FiscaL
funds
Year
resuLt
in
capitat funds shalL
excess
cap
the
that
and be available to
System
and Settlement
to Actual
Cost Accounting
with
$30
to
terminal
during
agreed
rentaLs
during
excess
$30
of
the
milLion
transferred
Year divided
Airlines
in
shall
should
Airlines
of terminal
any remaining
the
be
that resuLts
FiscaL
of additional
floor
passenger
to the Airport
AirLine
to
total
be
beLow
moneys
the
further
is
Fund to
shall
aLLocation of such
Signatory
it
by
reserved
baLance
calcuLation
cost center
with the
However
be limited
the
below
Year exceed
the finaL
the
Airport by such Signatory
the
Fund
relating
furnish
shalL
Signatory
the
6.09
in
6.09
the
date
that
of
capitaL funds shalL
excess
Year
FiscaL
cap
Section
Section 6.09
in
the airLines
to
as
Fiscal
particular
such
Section
defined
passenger
paid by the
Capital
of
by City in consuLtation
described
Year
in
cap
the
described
process
Capital
the
inflation such
for
adjusted
to
the
over
in
be
Longer
moneys do not cause
such
as
in
excess
described
process
subject
further credits
as
enpLaned
cap
become
6.09 Year-End Adjustment
Year
settLement
baLance
no
for
in
project
commenced
not have
shaLL
2014
Connector
the
CapitaL
thereafter
the batance
30
September
and
the
cap
the
projects
such
infLation
to the extent
million
the
infLation
cause
Aviation
be increased
of
as of
project
the
in
Connector and
the
LFMP
particuLar project
moneys
for
CapitaL Fund
Aviation
Year-End Actual
FiscaL
rate
cost per enpLaned
$3.00
the
any
Section
Fund and
excess
of passengers
in
for
$30
per enpLaned
of $3.00
remain
the
process
such
landing
plus
annual
to be determined
credits
such
below and
the
for
adjusted
fees and landing
settLement
appLication
the
Fund and applied
apron
annual
for
the
purposes
of either of these
rate annual settlement
the
in
adjusted
the Revenue
rentals
6.08.C
Capital
extent
cap
Fund to exceed
remain
cap
to the
For the
improvement
should construction
in
funding
any moneys accumulated
moneys accumuLated
to Section
subject
Index
Price
interchange
milLion
$30
for
in FY 2015
the ending baLance
2015 dollars which amount shaLL
milLion
$30
and
purpose
exceed
that
201
FY 2014 funds may accumulate
through
Effective
Cedar Springs/Mockingbird
September
of this Agreement
CapitaL Fund shaLl excLude
the Aviation
provided
Date
CapitaL Fund to provide
Aviation
Improvements
Capital
Fund
the
As soon
an accounting
as
possible following
of the
costs
the
cLose of each
and expenses
actuaLLy
35
DAL
Use
and
Lease
Agreement-Southwest
16-10051.7258
SWA_00085
068
Case: 16-10051
incurred
such
the
of the
Rate
revenues
If
calculation
and
during
required
in
as
by an
Payment
recalculated
Lump sum to AirUne
Airline
requirements
paid
during
required
Airline
as
to
Airline of
in
based
within
recalculated
and payable
the
of the
Rate
Fiscal
the
audited
and landed
caLculation
on those
meeting of the
financial
weights
of Terminal
and
in this ArticLe
Year based
convene
based
60
in
during
BuiLding
recaLculate
shaLL
actuaL
and
costs
to discuss the
airLines
Fees or Charges
than
the
amount
costs and
days
of the
revenues
caLcuLation
than
on actual
sixty
costs and
60
excess
of such
amount
final
days
rentals
of AirLines
revenues
of the
such
the
and
billed
fees and
rentaLs
charges
be
shalL
paid
settLement
Fees or Charges Deficiencies
amount
the
such
to
Subject
fees and charges
of AirLines
the event that Airlines
less
within
Rentals
Excess
to City of Rental
Year were
by Airline
more
sixty
Payment
FiscaL
Fee
event that Airlines rentals
the
on actuaL
set forth in 6.01

the
components
City shaLL
airLine
Year were
FiscaL
for
required
set forth in 6.01

the
of the
enplaned passengers
and the Landing
to
reconciLed
settLement
year-end
City
paid
to each
charges
reaLized
actualLy
and actual
System
respect
requested
of the
requfrements
credits
the Apron Fee Rate
fees
rates
other
Airport
Year with
Fiscal
RentaL
and
revenues
statements
Subject
fees and charges

rentals
deficiency
fees
shall
to the
biLled
and
and charges
be
billed
to
date of invoice
36
DAL
Use and Lease
Agreement-southwest
16-10051.7259
SWA_00085069
Case: 16-10051
7.01 Love
Section
FieLd Modernization
GeneraL
Modernization
the Airport
compLex
other
major capital program
further described
as
the
incLuding
terminaL
Program
Definition
Development
of finish-out
it
finance
to
determine
systems
LFMP
the
The
ManuaL
be issued
created
the
Love
of the
LFMP
Key elements
the
to
airlines
and the
finaL
Program
Code and intends
to
time as Southwest and City
the proposed
of
systems and
alL
Airport Modernization
FieLd
such
at
and
roadways
Agreement
of
of Texas Transportation
431
thecosts
of
portion
shaLL
Program Definition
has
aLL
terminaL
future
system
Program DeveLopment
copy
Ch
LFMPincLudes
Space of
Use
with
City
at
and support
bridges
Exclusive
AirLine
provide
under Subchapter
Bonds
the
fueLing
apron
Field
faciLities
of the
operation
Loading
of the
with
shaLL
City
significant
LFMP
that
accordance
in
passenger
The
Agreement
Love
the
undertaking
jointly
the
for
parking
finish-out
and the compLeted
Financing
LFAMC
aircraft
buiLding
ManuaL
Agreement
Corporation
and equipment
infrastructure and the
LeveL
and
improve and modernize terminal
to
Program DeveLopment
systems
curbside baggage handLing
supporting
standard
use
the
in
infrastructure
IMPROVEMENTS
CAPITAL
Program
and Southwest are currently
City
Program
of the facilities
terminaL
PROGRAM AND OTHER
LOVE FIELD MODERNIZATION
Article
financing structure
are
as foLLows
Trustee
the
the issuance
governing
payment
principaL
forth other
setting
annuaL
PFC
Revenues
Agreement
MiLLion
Debt Service
for
of PFC Revenues
eLigibLe
couLd
eLigibiLity
to deveLop
of an
in
the
City
wiLl
Revenue
fund
LFMP
mechanism
Credit
to provide
wiLl
for
capital
down
pLan
the
for
Agreement
crediting
recover
through
the
Agreement
improvements
crediting
with
If
its
LFMP
Service
LFMP
to
the
the
LFMP
City
of
actuaL
PFC
and
capitaL costs
Least
payment
obtaining
for
FaciLities
of at
The
impose and use
aLL
Ten
LFMP
amount
necessary
at
the Airport
City
being abLe
Connector
City
and Southwest
contempLate
the amount
Bonds under the
and charges
the
Revenue
back to Southwest any and
aLL
of
the
this
Agreement
that
Agreement
the
LFMP and Southwest
Credit Agreement
funds
entering into
of debt service which
Facilities
mechanism
bonds are not issued to fund
own funds
any credits
Less
amount
defray
entering into
Southwest to make
Service
the
in
costs of the
to
Bonds and
LFMP
contempLate
Debt
PFC5
back to Southwest
rates
on the
obLigate
Debt
subject
of the
be required to pay on the LFMP
Credit
for
portion
wilL
or otherwise
PFC appLications
future
feasibLe
financiaLLy
agreement
Southwest
and approved
adequate
Revenue
an
to repay
annuaLLy
vary either up or
from the FAA
approvaLs
and
PFC
toward
to utiLize
of proceeds
distribution
Agreement
things
LFMP
of the
intends
City
and
requirements
with
agreement
trust
and Southwest
other
appLies
City
the
$10000000
DoLLars
amount
the
that
PresentLy
the controL
LFAMC
among
into
enter
the Trust
The
Agreement
in
wiLL
payments
bond covenants
various
Trustee
LFAMC
and sinking fund
agreement which
the
to
of the
interest
Facilities
speciaL faciLity
payments
The
Agreement
Trust
expended
by
wILL
provide
Southwest to
37
DAL
Use
arid
Lease
Agreement-Southwest
16-10051.7260
SWA_00085
070
Case: 16-10051
LFMP
the
impLement
Southwest
revenue bond index
at
The DART Connector
the
Area Rapid
DaLLas
the Airport
and
if
pLan
ca
toward
miLLion
debt
or
Connector
if
combination
combination
the
thereof
Connector
financed
recoverabLe
through
DBO
fund
to
whichever
DOA
with
terminal
the
shaLl
or
of the
Lease
on
the
service
passenger
Lemmon Avenue
of the
the
through
To
using
Lemmon Avenue
the
rate
wilL
back such
net
revenues
up to the amount
Airline
such
of the
Airlines
balance
and funding
costs
PFC Revenues
and the
or
of the
portion
25
not
is
or equity
project
BuiLding
or twenty-five
the
for
public funds
TerminaL
LFMP
with
activity
operations
implemented
The
Capital
in
part
that the
years from
the
Connector project
the now vacant

Lemmon Avenue
Lemmon Avenue
Airfield
6.06
make
relocations
order to provide
the
its
the
operations
reasonable
efforts
construction
Airline
and demolition
the
fee
agrees
that
the
the
City
shall
rate
base
that
LFMP
reasonable
City
credit
during
by
the
the
construction
relocations
or
at the Airport to accommodate

to minimize
any interference
to
activities
acknowLedges
leased
once
faciLity
extent
site
to complete
such
all
can never again
Facility
landing
and
any
regarding
new
Party
immediately
Facility
customers may be inconvenienced
necessary
or
To
Facility
acknowledges
coordinate
Five
and the costs recoverable
project
hereof
through
terminal
the acquisition
Agreement
recoverable
Director
under the
obligations
its
Lemmon Avenue
Improvements
in
an
relocations
City shall
caused by such
fuLfilL
and AirLines
AirLine
the
of this
Airline
and to reasonably
LFMP
being
LFMP
cooperate
activities
construction
Relocation
and reasonable
activity
to
Connector
at the
under Section
generates
agrees
and the
bonds
resources
considered
that the
be considered
base
from the use of the
construction
the
Facility
gates
purposes
revenues
AirLine
of
funding
FY 2015 to
means up to and incLuding condemnation
available
all
net
construction
the
avaiLable
appLying
DOA
term of the
FaciLity
For the
Facility
fee
landing
impLementation
Once
use
may
to undertake
City
Legend AirLines and to demoLish
for
Debt Service
in
PFC funds are not approved
event
be
shaLL
upon acquisition of the current lease to ensure

be used
plan for
portion
remaining
Avenue
Agreement
by
LFMP
of the
for
appLy
under Section 6.04 hereof with the understanding
obLigate
City plans to acquire
portion
resources
City
PFC Revenues and other avaiLabLe
remaining
south of
with Airline and the other airLines
coordinate
the
in
shaLL
of
line
nearby
The current LFMP
LFMP
Bond
may deveLop
to the immediate
Connector
Connector
optimaL
However
rentaLs
The Lernmon
used
the
the
upon completion
shalL
by
greater
is
herein
Nothing
for
BuiLding to
station
at
portions of the
the
financed
annuaUy
for
toward LFMP
City
of avaiLabLe
the
be amortized over
will
project
system
be used
to
the entire Connector project City
to fund
sufficient
City
PFC and
Revenues
and the Connector
with the Five Party Agreement
transit
to be issued
determine
Airport to jointly
toward the LFMP
funds
eligibLe
$4.50
Connector are known
of the
the
serving
bonds
on
service
requirements
for
of PFC
per year
mass
PFC
the
to connect the TerminaL
are required
to impose and use
for City
$10
appLy
resources
use PFCs to pay
approved
Consistent
DART
Transit
any DOA
If
interest on
rate compounded
the Connector
mover connector
peopLe
repayment of accrued
incLuding
premises
and agrees that the LFMP

for
Airlines
is
use in carrying
38
DAL
Use and
Lease
Agreement-southwest
16-10051.7261
SWA_00085
071
Case: 16-10051
out
its
initiate
Airport
renovations
any
7.02
The
in
LFMP
by the
contemplated
Section
the
at
operations
Post-LFMP
will
Leased Premises
that
with
Premises
Upon
Responsibility
the
Modifications
Alterations
writing
or
conditions
shall
delayed
to such
apply
Construction
the
commencing
Director
to award
proposes
director
bond
it
as to
approved
Construction
shall
construction
all
work
construction
Airline except
their
respective
and employees
their interests
against
Losses
for the
interests
of
loss
against
the
risk
or
losses
to
the
the
into
in
alterations
the
by
directors
it
from cLaims
insurance
work
in
that
if
and
plans
whom
to
AirLine
requested
bond and
of the
approvaL
Airline
Provisions
with
contractor
or
any
in
or
incLude
shaLL
the
of
all
the
alternative
of City or any successor-in-interest

directors
officers
of any or
work
alL
prior
and demands
Additionally
with
by
payment
officers
as
agents
officials
and defend City any successor-in-interest
accordance
or
and any performance or
connection
in
the
compLete
The
Director
officiaLs
agents
injury to persons or damages
construction
work
or conditioned
Contract
or any of their
performance
to the
consents
for such
contractor
contractor
delayed
or misconduct
their
construction
furnish
performance
withheld
by death
resulting
of the
performance
contractor
with
to furnish
hold harmless
may appear
damage
further agrees
of the
and surety by the
may appear
occasioned
of or in connection
Airline
entered
negligence
with
together
work
provisions requiring
to indemnify
or
or discriminatorily
any contract
name
Standard Construction
contracts
Director
make any
and the
substance
aforesaid
Parties
submit or cause to be submitted to the
first
contractor
be unreasonably
Required
in
to entering
plans and specification
Application
bond
payment
form
by Airline
by the
modifications
unreasonably
to
connection
in
required
future
alterations
Airline
permits
application
such
for
require the
shall
shall
work
contract
Premises
unless the
to
Improvements
costs
all
to in the
No
be
not
Prior
construction
proposed
the
the
alterations
Airline
itself
for the
Director
Application
for his approval
specifications
the
work
the
If
Leased
Premises
shall
City
provisions
Airport or upon
or
bear
shall
or agreed
Leased
which consent
the
at
agreement of
addresses
Modifications
to the
be
might
future
the
Improvements
Or
and
This Section
Airline
herein
to the
by Airline
proposed changes
conditioned
withheld
following
be made
shall
to the
or improvements
be expressly provided
except as may otherwise
improvements
LFMP
of the
to
Premises
LFMP
in
what
than
the understanding
of the
Alterations
for
completion
modifications
alterations
any
addresses
other
not
agrees
Director
to Leased
desire to undertake
may
Premises
of the
alteration or installation
construction
Airline
Leased
consent
Improvements
Agreement
Airline
implementation period
its
written
design and construction
Post-LFMP
Leased
the
Capital
other
to any
apply
of
remodeling
Program Development
and Southwest regarding

that
or
without
LFMP
the
During
to
and
property
of the construction
to the
by
third
AirLine
the
completion
persons
shall
requirements
arising
work
out
against
and
thereof
arising
provide
as
employees
out
of the
or cause
contained
the
in
39
DAL
Use and
Lease
Agreement-Southwest
16-10051.7262
SWA_00085
072
Case: 16-10051
Attachment
insured
such
Insurance
Airline
shalt
of the
by
or
it
to be included
or cause
reasonably
the
at
required
contractor
including
approved
the
commencement
to the
prior
and after
thereof
performance
Risk of Loss
the
to
prior
as
successor-in-interest
officiaLs
damage
without
cost
to
agents
any such
Loss
and employees
damage
or
shalt
be
of
with
the
be coordinated
with
the
any
may appear
loss
AirLine
or repair such
Loss
or
by
or any
may appear
City
its
by
Loss
City or
officers
work
to such
or
any such
damage caused
damage
work
such
alL
their directors
of
or any directors
or
reserves
damage
caused
repair or repLace
or
Loss
to
damage
or
any
officiaLs
caused
or any directors
the
by
officers
the right to either require City to repair
damage
and
itseLf
bilL
the
of
cost
City for
repair
and
Preparation
to
deliver
shaLl
and
shall
at
constructed
on the
shall
acceptable
aLL
and
hard
and
specifications
meet
the
City
shall
by
the
issued
by the
improvements
in
of Dallas
for
to
All
the
Agreement
of
including
and
set
code
work performed
shall
completion
it
be prepared by
of construction
and addendums
reasonably
by
improvements
on
plans
the
current
drawings
the
to
requirements
from material
Airline
for
plans
CD-Rom and
All
and improvements to the Leased
building
construction
or
of as-built
specifications
of
such
keep
in
Texas Upon
complete
modifications
fire
made
and specifications
plans
State
set
Director
reports of the
progress
this
Drawings
Specifications
the
modifications
Director with
provide
plans and
Premises
including
building
to and
satisfactory
Director
excluding
Airline shalL be
Licensed
paper copy
Ownership
improvements
term of
or
Premises
alterations
alt
delivered
intervals
the
changes
Leased
provide
format and
permits
Deliveryf Plans
be
to
during
any
and engineers
architects
shall
cause
times
all
thereon
showing
AirLines
or
and at reasonabLe
improvements
PDF
to be
accordance
in
shalt
may appear
shaLL
their interest
as
work
all
to his inspection during
of Loss or
or
loss
Airline
to any
respect
risk
aLL
interests
excLuding
interest
any successor-in-interest
officiaLs
such
With
and empLoyees
or
City
City
or
operation
and materials
and
and such work
any
excluding
respective
as their
the
agrees that
Airline
and subject
assume
and employees
agents
successor-in-interest
agents
their
to
relating
compliance
or work
shall
thereof
completion
officers
Airline
contract
been completed
has
it
City
as additional
City
construction
any
workmanship
alL
full
in
by the Director
plans and specifications

Director
by
in
Airport
be performed
shall
hereto naming
and Workmanship
of Materials
its
quality and
first-class
attached
contractor
QuaLity
performed
Requirements
include
may be
as
provisions
performance
also
owned
fixtures
therein
by the City upon the
City Building Official

so constructed
The
Improvements
of
trade
or
the
whichever
which
date that
date that
date
is
alterations
shalt
certificate
Airline
has
and
modifications
remain
the
property
of
has
been
beneficially occupied
the
of occupancy
earliest
40
DAL
Use and
Lease
Agreement-Southwest
16-10051.7263
SWA_00085
073
Case: 16-10051
Saiev
Construction
modifications
alterations
other
City
reserves
of the
in
the
cause
in
disruption
do so free
whatsoever to
with
conjunction
Agreement
the
prior
the
CIP
benefit
03 .F of this
the
DOA
airline
that
shall
year
shaLL
of
minimaL
for
are
and the
Airline
at the
DOA
The
Program
adjustment
CIP
5-Year
in
such
as
the
Airport
in
at
Airlines
of
5-Year
the
serving
System
AirLines
least
In
of this
ArticLe
needs
their
for
in
annuaLly
implementation of the
its
have
CIP that
alterations
Airport System capitaL
progress
the
any
and maintains
prepares
the
and
nature
below
provided
CIP to the Signatory
to the Signatory
of the
airlines
set forth
process
of
repairs
other
for
utiLity
the safe
and users
damages
Airport as further
submit the 5-Year
part
faciLities
and ensure
improvements
Program the 5-Year
be designated
parking
or
aLt
Airport including
faciLities
business
such
of
with
also report
the
roadways
required
updated 5-Year CIP addressing
wilL
been requested
CIP and governed
by and
by Section
be subject
and
centersnamely
to the
consideration/disapproval
of
may
in
then
the
do disapprove
re-submit
such
immediately following
Terminal
Building
Majority-in-Interest
project
disapprove
cost centers but Signatory
1.39 of this Agreement
DOA
disapproval
the
Majority-in-Interest do not
If
airline-supported
the
Projects or portions of projects in the 5-Year CIP associated
cost
airline-supported
of Section
or
one
and
Agreement
7.03.C
designated
areas
representatives
pubLic and Airport tenants
Annual Budget process regarding
Projects
one
Airfieldshalt
Sections
making
and charges
an
and
period
and improve
provide
for toss
Improvement
prepare
MU Disapprovals
designated
the
alter
traveling
and coordinate
rates
The
common
public or
due consideration
with
facilities
to
Airline
during
Capital
shalt
5-year
with
5-Year
liability
annuaL
comment
and
conjunction
solely
the
DOA
the
ensuing
review
repair
terminal
to
Improvement
CapitaL
and
Building and the Apron Areas
Terminal
out
City
modifications
alterations
the
Premises
the Airport
as necessary
confer
Five-Year
five-year
the
Leased
in
with AirLines construction
pLanned CapitaL Improvements
Airport regarding
certain
to be carried
at
may expand
City
City wilL
or
the safety
for
Improvements
occasioned
AirLine
and additions
for
work
operations
CapitaL
from any
to
barriers
erect
or
area
cost
cooperation
any
to be
or air operations
of terminal
benefit or maintain
Limited
of the Airport in the interest of the
operation
rolLing
not
and apron pavements
taxiway
sole
its
requires work
post guards
Improvements
Certain
of
performance
locations so as to provide
such
at
Premises that
right in
systems and other infrastructure
shaLt
at
but
construction
General
runway
such
Airlines
7.03 Future
Section
make
to
incl.uding
airport
Make
to
the Leased
City shaLl exercise

wiLL
Right
right
improvements
own expense
its
Director
the
If
Premises
safety or security
and the security of the work
performed
the
or where
will at
it
by the
approved
safeguards
of work
agrees that
Airline
involved
is
taxiway
Leased
to the
or improvements
active
near an
performed
Measures
Security
Airlines
project
project
the
in
Apron Area and

accordance
associated
with
with the
meeting the requirements

the
to
with
of
project shall be deferred

the
year provided
Signatory
that in the
Airlines
event
for
for
there
is
41
DAL
Use and Lease
Agreement-Southwest
16-10051.7264
SWA_00085
074
Case: 16-10051
of that
no disapproval
DOA may proceed
project
of
the
cost
and Terminal
and
Airlines
Signatory
other
in
Projects
Areas Parking
disapproval
the
Majority-in-Interest in that
by
project
with
the
immediateLy foUowing
centersnamely
may proceed
with
such
the
year
BuiLdings
not be subject
RoadwaysshaLl
City
Other
to the prior
at
projects
its
discretion
Review
CIP
6.02
hereof
Year CIP for the

the scope
centers
the
CIP for
proposed
of the
year
any of the
regarding
deemed
be
shall
the
projects
of Airlines
of the
on the
project
the
costs of the
with
the
maintenance
to such
which
being
such
used
faciLities
air carrier
requesting
to seek the
United
Mu
review
period
projects
disapproved
is
project
Section
Airline
from
response
30-day
in
Listed
above
7.03.D
by
may
City
reconsideration
airLine
but
project
rates and charges
the
not
of
incLude
not proceed
or
that
States
such
if
Signatory
faciLities
was requested
that
in
quaLity
such
to the
prior
and
are being constructed
pays
costs of any capitaL
by and soLeLy
are reasonably
to
of such
aLl
for
project
benefits
the air carrier
delivered
construction
the
the
Building Cost Center
but
rather
and
costs associated
by the City in
proposed
only one airline
recovered
an
City
facilities
and that
normal maintenance and repair or federaL mandate
security
such
if
and necessary to
facilities
of construction
executed
has
the
normaL
secunty
safety
capitaL projects are prudent
AirLines
The
of
may
City
and incLude
rate base
AirLine
appropriate
reasons
for
provided
constructed
facilities
the
in
the
above
cost centers
airline-supported
required
or
the
is
not
shaLL
rental surcharge
as
airline
Sponsors
Assurances
maximum amount
capitaL
Sponsors Assurances
projects
contained
from time to time incLuding
of grants
Consistent
with
and participating
good
business
the
in
City
the
agrees to compLy with
FAA grant agreements
provisions governing
the
use
practices
City
funds for the Airport System from
and any agency thereof and the State of Texas
of America
Year CIP and additionaL

of the
of
airline
projects
are
to this Agreement
be charged to the TerminaL
agrees
such
Notwithstanding
designated
capitaL
being
simiLar
reasons of safety
Grants
the
are
of such
the Terminal BuiLding
not
of future
at the Airport
by the
for which such
construction
from the
in
projects
air carrier
agreement substantially
for
additionaL
capital
another
to those
required
the
proceed to undertake the
from MII
and repair federal mandate
accommodate
the
written
event
the
In
procedures
changes
capitaL projects
additional
proposed
the
of
CIP within
cost
shaU have 30
AirLine
whether any projects
and cost of the project and request
Exempted
Projects
additionaL
costs attributable
with
under the
regarding
project
undertake
for
absence
to
5-
its
present
AirLine
the airline-supported
in
Thereafter
to
to disapprove
opportunity
the calcuLatiOn
in
project
CIP
similar
of those
basis
year
CIP
writing as
shaU
City
information
proposed
of
of the
MU Disapproval
of
airlines
reduce the scope
the
for
in
The
CIP are disapproved
Consequences
elect to either
and respond
projects
proposed
waiver
Majority-in-Interest
Year year
FiscaL
under Section
Meeting required
Year as needed
Fiscal
the capitaL projects
for
the immediately ensuing
review
each
and providing supporting
period
and need
AnnuaL Budget
At the
any time during
5-year
cost scheduLe
for
to
days
at
ensuing
Process
Mil
or otherwise
all
in
carrying out the
5-
the terms and conditions
as the same
may be amended
of airport revenues
42
DAL
Use and Lease
Agreement-Southwest
16-10051.7265
SWA_00085075
Case: 16-10051
PFCs
to the
FAA
capitaL
projects
for
and expenditure
Assurances
approvaL
City
to
agrees
charge
Consistent
various
to compLy with
of PFC Revenues
by the
with
PFC5
aLL
in
the
good business practices

carrying
out
the
5-Year
agrees to appLy
City
CIP
terms and conditions pLaced
on
and additionaL
the coLLection
FAA
43
DAL
Use and
Lease
Agreement-Southwest
16-10051.7266
SWA_00085076
Case: 16-10051
OPERATION AND MAINTENANCE
Article
8.01
Section
existing
Leased Premises
existing
Leased Premises
the
City has
and that
faults
character
concerning
be
derived
or with
the
and
City
LFMP
of
for
to occupy
AirLine
use
or
begins
and Section
8.04
such
instaLLed
its
reasonabLe
Use
systems
areas at
through
reasonabLe
temperature
eLectricaL
Lighting
reLamping
Common
areas at
through
reasonabLe
eLectricaL
lighting
Exclusive
and
its
any
or
of
as
the income
to
Agreement
or
In
systems
temperature
beLow
Use
in
and
In
and summarized
electrical
Common
shatt
City
relamping and
Post
Exhibit
air
City shall
conditioning
building
heating
services
power
at
area lighting
furnish
cleaning
electrical
building
the areas
for interior
power
building
in
and
areas so equipped for such
and
for interior
air
the
to keep
area
services
Use
Space
window and
the year and
janitoriat
as
by Section 8.03
to keep
City
building
shaLl
furnish
cleaning
systems in those areas so equipped for such

throughout
AirLine
furnish
heating
services
Use Space
the year and
janitorial
ceases
Exhibit
Space
window and
those
and
under
as
Use Space
Exclusive
be governed
shaLl
cleaning
building
Preferential
throughout
Space
instalted
Post-LFMP
same
as AirLine
of City
Pre
Space
of City
year and
the
time
such
responsibilities
Space
Use
remain the
shaLL
untiL
so equipped for such
areas
inside and outside
structural maintenance
conditioning
Use
Use
are described
In
those
instaLLed
Exhibit
Buildings
Common
Pre-LFMP ExcLusive
the
maintenance
inside and outside
its
this
all
kind
of any
premises
under
Use Space
attached
The
Use Space
maintenance
conditioning
in
in
Common
the
window
throughout
Preferential
structural
warranties
past present or future
aLLowed
uses
Obligations
Space
outside
temperature
for
and as shown on the attached
of City
obligations
ExcLusive
or written
that
with
disclaims
specificalLy
or
inspect
hereof
condition
present
and
agreements
responsibiLities
Maintenance
structuraL maintenance
its
acceptance
ObLigations
Post-LFMP
of this Agreement
Maintenance
through
areas
as shown on
Space and
8.03 Post-LFMP
Section
hereby make
not
and use the Terminal
to occupy
PreferentiaL Use
in
its
to
particuLar purpose
Pre-LFMP Space
such
Is and
an opportunity
nature quaLity or condition of the
maintenance
Terminal Lease
Is
Where
covenants
Use Space and Pre-LFMP
Preferential
Existing
LFMP
to the
suitability
Airline
and agrees by
express or impLied oral
8.02 Pre-LFMP Maintenance
Section
As
and does
promises
respect
or fitness
merchantability
the
made
not
or has had
has inspected
it
further acknowLedges
are conveyed
whether
whatsoever
to
and
guarantees
representations
As Is
Premises Conveyed
and agrees that
acknowLedges
Airline
the
Leased
Existing
eLectrical
building
heating
services
power
and
air
to keep the
for interior
area
services
44
DAL
Use and
Lease
Agreement-Southwest
16-10051.7267
SWA_00085
077
Case: 16-10051
Use
Preferential
for the
maintenance
and
painting
Aircraft
Preferential
of
striping
Use
aircraft
all
Positions
Parking
Aircraft
parking
Parking
on
structural
Apron Area lighting
Positions
based
position
furnish
shall
City
aircraft
parking
plans
and
provided
by
AirLine
Common
and
repair the areas

in
the
for
to keep
the
will
repair the
their exclusive
for
hereafter
and the
Airline
maintain
equipped and furnished

directional
in said
signs
the
indicating
signs
Airport
those
will
City
on
areas
temperature
in
the
adequate
and cleaning
services
repaired
cost
for
which
within
damage
thirty
its
it
is
to others
facilitiec
now
of the
systems
public
by
same and
using
of
way
exampLe
or installed
provided
TerminaL
will
to
to
service
keep
water
neat
in
air
areas
in
the
clean
sanitary
good
supplied
by City
on
the
to
conditioning
reasonable
at
public areas
the
in
and
facilities
parking
City
of limitation
way
public areas and public use
to keep the
thereto
and
the
in
and maintain
operate
provided
heat
adequate
provide
by
herein
BuiLding
but not by
BuiLding of public facilities
or
use by
agreed under the
has
otherwise
as
common
constructed
Airline
that
Except
for the public vehicular
Lighting
from the
days
which
it
is
with the
Airline
due
Airline
hereunder
and continuing
30
to Correct
City Failure
responsible
from any payments
agents
or facilities
those
illumination and drinking
notice
to or repair of the
the maintenance
City
and
utiLity
for such
as necessary
Defects
of written
proceeding
thereof
efforts
and areas adjacent
Structural
after receipt
commence
and
and
Leased
such
restrooms
of
and operable
sightly
times
alL
other item for
Terminal
year
BuiLding
days
the
the
including
equipped
janitorial
at
areas therein
herein
condition
the Terminal Building and for
with
and
be provided
and operable
improvements
additions
aforesaid
as
to accommodate
Terminal
condition
all
others
structure
reasonable
throughout
the
use
standards
public areas in and around the TerminaL Building adequately
Airport
with
public areas
use
its
necessary
to
applicable
all
otherwise
sightly
those
for
Building except
or maintain
Location
the
sanitary
any improvements
or jointly
roof exterior
City will keep the
repair
to use
City agrees
are authorized
with
good
in
and the public
airlines
things reasonably
who
may
as
Except
neat clean
use and
excepting
to operate
the
in
Terminal
preferential
either individually
provisions hereof
will
and keep
public
all
Airport in accordance
the
by City at or in connection
provided
airlines
all
or
and to do
Airport by those
Areas of Terminal Buildings
areas of the
public
use of the
prudent airport operator
of the
and keep
maintain
operate
common
FAA
maintain
operate
use
and operate
of the
Public
City
City
reasonably
and proper
maintain
City shall
and regulations
rules
by
provided
City shall
for the
Airport free from obstructions
convenient
safe
same
Airort Facilities
with the practices of
accordance
best efforts
Use
facilities
shall
City
fails
be entitled
this
if
to
the
Agreement
perform under
this
of
such
period
defect
correction
of thirty
30
structural defect
or
item or
fails
cannot reasonabLy
or
to
be
do so and to deduct the reasonable
Leased Premises caused by Citys
required to
City within
existence
to correct
correction
under
If
of the
Airline
failure
Agreement
shall
not
be responsible
to properly perform
or for
any
of
damage caused by
or employees
Temporary
Interruption
of Services
45
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arid
Lease
AgreemertSouthwest
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any repairs
Terminal
of
supply
disruption
City
the
be construed
in
interruption
abatement
damages
failure
to be
any
of the
rentals
payable
provision of the
rental credit for the
to utilize
efforts
Airline
could
8.04 Post-LFMP
Section
Maintenance
obligations
the
in
and redecorating
shall
Airline
maintain
any
utilize
of
Obligations
to the
as
extent
and
manner
diminution
or
Airline
for
of City
its
by
that
provided
for more
Airline
Airline
use
City
will
described
delay
if
than
five
to consider
agree
shalt
possible
seMces
the
be or
shall
misconduct
or
continues
City
any
any claim
these services
then
services
for
for
grounds
operation
reasonable
its
notify Airline
Section
in this
if
of the
all
of Airline
below and summarized
are described
Airline
shall
provide
provided
maintenance
Use Space
Exclusive
when
such
Premises
herein no failure delay or
grounds
services
described
of impeded
of Airline
Use Space
services
janitorial
and systems
better
be
negligence
withhold
to operate
ability
period
Use Space not otherwise
the Exclusive
all
above
Maintenance
Exclusive
furnish
the
way
material
in
Leased
minimize
above
as provided
shall
to the
of the
any
than
Citys services in the most economical
that
City perceives
Agreement
in
not unreasonably
row and impact Airlines
in
to the
to
make
in
event of any
the
In
temporarily
order to
in
or elsewhere
Premises
Airline
constitute
or
due
unless
or interruption in the
shall
Other
in
services
hereunder
City
reasonable
with
or interruption
described
employees or agents
days
Leased
to
Airline
necessary
of services
supply
coordinate
Airline
of
above
or otherwise
consequential
reasonably
the
in
to
best efforts to restore services
its
delay
an eviction
the
of
notice
prior
Airlines business
of
disruption
No
shall
use
the
for
systems
possible and shall
promptly as reasonably
possible
alt
shall
with
right
or improvements
changes
including
of services
the
above services when
of the
any
alterations
Building
have
shall
City
the
discontinue
by City
all
shall
Exclusive
Use Space
in
of AirLine-installed
tines
clean
in
the
sanitary
Exhibit
Airline shall
improvements
relamping
electrical
provide
neat
in
under Section 8.03 hereof
required and maintenance for plumbing

the
as shown
maintenance
and operation
Airline
Exhibit
in
decorating
all
ExcLusive
Use
Space
and operable
sightly
condition
Preferential
in
the
Preferential
Common
other
in
Signatory
the
Airlines
Common
in
shall
neat
Preferential
foreign
Parking
objects
furnish
clean
shall
provide
provided
shall
all
all
baggage
claim conveyors
and
sanitary
to Airline
periodically on
sightly
clean
in
8.03
hereof
with the
Airline in conjunction
of
improvements
Airline
will
conduct
and systems
its
baggage
way
Positions
an as-needed
as shown in Exhibit
maintenance
by City under Section
maintenance and operation
Use Aircraft Parking
Positions leased
and
Airline
Use Space and Baggage Claim Devices
Use Space including
claim operations
Aircraft
Use Space
Use Space not otherwise
Airline
shall
keep the Preferential
neat
and orderly
basis
remove
condition
grease
oil
Use
and free of
and
fuel
spills
46
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with
and repair any
equipment
ramp scrubbing
Passenger Loading Bridges

maintenance
conditioned
of
aLl
etc
air
the
loading
the
other
Loading
passenger
shall
in
bridges
Signatory
provide
sortation
systems
facilities
and additions thereto
in
other
Space and Preferential

Airport
maintenance
to
appLicable
and neat
condition
and
Laws
structural
and
during
to the
alterations
to
maintain
shall
with
conjunction
and baggage
conveyors
cause
shall
AirLine
and
Airlines
operated
accordance
in
to
with
time by the
unLess
provided
be obligated
not
necessitated
as
uniform
in
shall
sanitary
heaLth safety and
that
notwithstanding
any
capital
of AirLines
resuLt
the
and
standards
AirLine
thereon
aLl
however
to make
Use
on
those repairs
Director
with
compLiance
ExcLusive
by AirLine
good repair except
in
cause
thereto
shaLL
and
improvements
alL
in
by City
and equipment
from time
shaLl
applicabLe
compLy
so
in
AirLine
provide
power pre
by Airline either alone or in conj unction
hereof
8.01
as estabLished
contrary
shaLl
and
bridges
baggage
or instalLed
vehicLes
aLl
Section
in
Airline
or instaLled
construction
requirements
herein
condition
AirLine
hz ground
Use Space and PreferentiaL Use Space and improvements
Exclusive
anything
400
loading
outbound
safe condition
in
by City
Airport tenants
aLl
keep the
other
Use Space and
undertaken
the
in
sightLy
aLl
Improvenients
constructed
be kept and maintained
to
and
tenants and those constructed
airline
Systems
systems
order
Airline-Constructed
with
services
maintain
aLso
working
proper
and support
sanitary
shalL
damage
object
and BaggagHandling
bridges
janitorial
clean
neat
AirLines
foreign
repairs
or
construction
activities
Performance
within
such
10
ten
Section
of said
and
obLigation
amounts
such
Airline
the
hereunder
endangers the safety of the
of
Airline
at
any
cost and expense
reasonabLe
time during
performance
the
Premises
normaL business
obLigations
Leased
hours
hereunder
by Airline
from
of such
by City
Inspection
Airlines
timeafter
City
Premises
at
any
may
under
its
and
shaLl
with
pay
addition
provided
be determined
may
any
or other
such
perform
to
the
AirLine
aforesaid
at any
reasonable
performance of Citys
functions
governmentaL
such
to any other
of City
charge
Premises
the
to perform
to perform
faiture
as
with the
of performing
to Airline City
time to determine
shalL
Airlines
notice
Airline
Agreement
this
reasonable
of safety which
notice
connected
of
in
charge
if
upon the Leased
enter
exercise
that
such
which
any purpose
the
of obligations
standpoint
giving
of
such
this
without
interference
necessary
fails
under
involved
employees or property
written
its
performance
for
in
however
the
or an
AirLine
required
Premises
cost and expense
demand
public
the
Leased
things reasonabty
aLL
reasonabLe
provided
of the Airport and Director so states in
obLigation
upon
by Airline and do
AirLine
the
of this Agreement
to pay to City upon
agrees
enter
may
City
termination
may charge
by Airline
payabLe
obLigation
tenants
Leased Premises
Director
obLigation
the event
In
from City to perform any obligation
notice
by AirLine
or constituting
entering causing
Failure of Airline to Maintain
City Upon
after written
to be performed
8.02
possession
such
days
bv
in
however
the
soLeLy
City
condition
at the
observing
may
of the
discretion
or
the
enter
Leased
of the
Director
Other
In
its
use
of the
Leased
Premises
and operations
at
the
Airport
AirLine
47
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shall
also
conduct and demeanor
Control the
empLoyees
uniforms
the
in
Air
Control
defined
in
unauthorized
the
vehicular
aLl
person
passengers customers
as
may be
garbage
of the
disposed
trained
aircraft
operations
of
the
requires
operations
foregoing
work
is
to
the
by
in
area
as
defined
in
Airline
approved
by the
it
the
will at
Director
traffic
its
at such
as
such
defined
the
in
located
Garbage
and
areas
by the
approved
adequateLy
for
of any
proper
at
debris
Director
appropriate
and waster
train
or cause
and
to be
and
trash containers
in
of duties in the
execution
Airport Security Plan
of Air Operations
taxiway
and prohibit any
L07
in
containers
use
repLacement
an active
agrees that
in
shalL
the
roadways
compactors or other containers
waste or debris
Activities in Proximity
near
in
Ramp
Parking
necessary to promote the safety of
Director
AirLine
engaged
repair
to wear
PLan
of public
Airport
contractor
appropriate
Director
its
require
persons and employing such means
of vehicuLar
the
Aircraft
FAR Part
of the
reasonably
by
the
exclusive
with
areas
independent
pLaced
maintenance
be performed
involved
or other safeguards
work
be
shaLL
and terminal
Maintenance
any
an
employees or contractors
air
accordance
secured
movement
used to dispose of garbage
systems
of
or by
shaLL
Airport Security
among
debris and other waste materials
of as approved
its
in
and
empLoyees
Service Station Areas
Terminal BuiLding approved
from
materiaLs
and
in
precautions
to direct the
necessary
the
business visitors and other
Either itself
deposit
all
its
in
identification
traffic
from entering the
its
areas
of
Airport Security Plan
Airport Security Plan taking
its
means
and Ramp Vehicle
Aircraft Circulating
as
Area
Operations
other visibLe
or provide
of
defined
as
or
or
where
own expense
Locations
Areas
painting
If
the performance
obligations
safety
of
of AirLine
terminaL
or
air
post guards or erect barriers
so as to provide
for
the safety
of
performed
48
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INDEMNIFICATION
Article
9.01
Section
Indemnification
of City
AIRLINE SHALL INDEMNIFY
AND EMPLOYEES
OFFICERS AGENTS
CLAIMS
OF ANY CHARACTER
AIRLINES
FAILURE
TO COMPLY
WITH
BY ANY
ALL OF
ITS
OR
SUITS ACTIONS
FOR OR ON ACCOUNT
OR ON ACCOUNT
REGULATIONS
APPLICABLE
AND
CITY
FROM ALL
BROUGHT
DESCRIPTION
OR SUSTAINED
CONDUCT OF ANY
HARMLESS
THE INDEMNITEES
NAME OR
OR DAMAGE RECEIVED
INJURY
AND HOLD
DEFEND
PERSON OR PROPERTY
OF
OF ANY
RESULT
AS
OF
OR OPERATION ON OR IN CONNECTION WITH THE

PAY ANY JLIDGMENT TOGETHER
WITH
MAY BE OBTAINED AGAINST CITY OR ANY OF ITS OFFICERS AGENTS OR
THE RESULT OF SUCH INJURY OR DAMAGE OR FAILURE TO COMPLY WITH
THE AIRLINES
ACTIVITY
AIRPORT OR THE LEASED PREMISES
COSTS WHICH
EMPLOYEES
AS
APPLICABLE
REGULATIONS
AIRLINE SHALL
NOTWITHSTANDING
THE PROVISIONS
OF THIS INDEMNITY
CLAUSE
NOT BE RESPONSIBLE FOR DEFENDING AND HOLDING HARMLESS CITY OR PAYING

ANY JUDGMENT OR COSTS IN CONNECTION WITH ANY INVERSE CONDEMNATION NUISANCE OR
ANY OTHER SUCH SUIT DIRECTED AT CITY AS PROPRIETOR SOLELY BECAUSE OF THE
AIRLINE SHALL
OR OPERATION OF THE AIRPORT EXCEPT THAT AND NOTWITHSTANDING

ANYTHING
PROVISION
HEREIN
TO
THE
IT
IS
SHALL
CONTAINED
CONTRARY
AGREED THAT THIS INDEMNITY
NOT APPLY TO AND AIRLINE SHALL NOT BE REQUIRED TO RELEASE INDEMNIFY HOLD
EXISTENCE
HARMLESS
OR DEFEND
ANY INDEMNITEE
OF ANY CHARACTER
DAMAGES
WITH
RESPECT
FROM THE
ARISING
TO ANY
ACTIONS CLAIMS OR
NEGLIGENCE FAULT OR WILLFUL
EVENT
OF JOINT AND CONCURRING
SUITS
SOLE
MISCONDUCT
OF ANY
AND IN THE
INDEMNITEE
NEGLIGENCE OF AIRLINE AND ANY INDEMNITEE RESPONSIBILITY
AND LIABILITY IF ANY SHALL
BE APPORTIONED COMPARATIVELY IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS
WAIVING ANY DEFENSES
WITHOUT
in
Nothing
and other fees
rental rates
and applicabLe
limit
this
in
OF THE
Section
accordance
laws and regulations

to adjust
Citys ability
9.01
PARTIES
UNDER
TEXAS
be interpreted
shaLt
with the
to
LAW
limit
Citys
other terms and conditions of this
Furthermore
no provision
in this
Agreement
fees or impose other fees in accordance
landing
to adjust
ability
with
is
Agreement
intended
to
laws
applicable
and regulations
City shall
and
forward
shalt
or legal
give the
to the Airline
covered by
proceeding
officers
ability
this
defend
damage
injury or
agents
to adjust
Agreement
or hold
to
is
accordance
with
City
or property
Nothing
rental rates and other
and
applicable
to
applicabLe
of any
matter covered
notice summons
limit
by this Section
or process received
in
9.01
any claim
Section
harmless
person
or employees
intended
Agreement
demand
every
this
prompt notice
the provisions of this Section 9.01
Notwithstanding
indemnify
Airline
its
officers
caused by the
in this
Section
fees in accordance
laws
Citys
laws and
or any of
is
and
ability
regulations
to
adjust
Airline
9.01
shall
with
not be obLigated
or employees
agents
negligence
shall
or misconduct
be interpreted
when
the
of City
to limit
landing
fees
or
no
provision
impose other
in
its
Cftys
the other terms and conditions
Furthermore
to
of
this
fees
in
regulations
49
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Those provisions of
party
by
hoLding
without
cause
without
for
LiabiLity
City
or any
for
part thereof
any Loss
occupancy
or
wiLLfuL
damage
and
City
is
damage
its
AirLine
in
law
under Texas
Parties
City
shalL
aLso
for
soLeLy
appLy
under
agents
this
property
nor shaLL
Agreement
it
to provide
to
any
concurring
Law of the State
the
under Texas
enLarge
for
Law
and
not create
any
in
anyway
the
indemnification
of
as set forth in this paragraph
in
and discharged
that
and
joint
with
to City
any property pLaced
hereby expressly reLeased

or
the
This provision shaLL
or AirLine
persons or property
to persons
that
accordance
immunity availabLe
responsibiLity
officers
to the
Section
indemnity
party against
to third
Leased Premises
act of City
this
provision being intended
assumes no
injury or
of the
of the
this
appLy
be borne comparativeLy
favor of any third
of City or AirLine
from
City
in
of
that
AirLine
any governmentaL
waiving
any defenses
waiving
of action
LiabiLity
intention
the
of City and AirLine
responsibiLity
of Texas
or under the
through
is
ft
Section
this
may be
unLess
same
or on the Leased
frorri
sustained
is
caused
any and
by
Premises
aLL
LiabiLity
reason
of the
by the negligence
or empLoyees
50
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and
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Case: 16-10051
10
Article
General
10.01
Section
the
Lessee
of
insurance
required
of the
copies
evidenced
be
CONTRACT
the effective
based
period
law
for
request
exclusions
and
Airline
shall
where
except
as
sole
equal
Insurance
to or better
judgment
providing
of
of
way
another
Airline
of such
Section
expense
THIS
and noofficer
CITY
and
Airline
policy
of any such
to accomplish
or
upon
binding
provisions
changes
in
changes
reasonable
limitations
or regulation
policy
such
Department
advisors
terms conditions
during
when deemed
make any
to
agrees
limits
Resources
insurance
by law
are established
their
Human
of professional
of particular
of this Section
requirements
of the
factors
efforts
Upon
in policy
request
coverages
sentence used
limits
and
to satisfy
alternative
shall
full
in
equal
such
in
grades
years thereafter
for
clean-up
lower
to City in
three
shall
Airline
its
such
other
satisfy
agrees
that the
to satisfy
alternative
in
the
event
insurance
or
to the
equal
the
in
the
requested
of
loss
requirement
coverage
including
rating
throughout
limits
Insurance
such
debt
alternatives
be maintained
and restoration
above used
may
to City in Citys
sole judgment
enumerated
Impairment/Pollution
through
Airlines
of the specified
requirements
the
than
form acceptable
in
requirement of City
intent to utilize
its
of
Airline
from both Moodys and Standard
rating
three
to the
One
Environmental
provided
is
form acceptable
responsibility
the
City of
notify
three
fund
insurance
to satisfy
for
Airliners
needs
bond
specified
debt
Environmental
the
maintaining
C.5 of Attachment
Section
to City evidence
providing
surety
the
in
which
rating
and
obtaining
maintaining
that
or
to
described
restricted cash
term of the Lease

no
than
Date
to City
requirements
Airline
reasonable
alternative
an
Effective
preceding
relevant
provisions
requirement by
coverage
of the
TO
DELIVERED
all
pay the cost thereof
As
Poors
without
TO PAY OR PERFORM UNDER
coverages
Division
or upon the underwriter
exercise
shall
Impairment/Pollution
such
or other
policy
contract
insurance
Management
or modification
revision
deletion
either party to the

by City
decisions
the
recommendation
conditions
court
the
by
and compliance with
dates
be entitled to receive
to modify insurance
Citys Risk
by
executed
of insurance
certificates
HAS BEEN
as
airlines The
of other major international
HAS NO DLITY
CERTIFICATE
be referred to
also
may
pay
hereto
financial responsibility that are
recognized
shall
City
attached
to waive this requirement
of the contract
and prudent
of
Airline
procure
shall
Attachment
limits expiration
CITY
the right to review
reserves
upon economic
statutory
UNTIL SUCH
have authority
shall
request
endorsements
all
ORAGREEMENT
City
necessary
and
of
to City
delivery
Upon
provisions
policies
employee
by
in
and wherein
by companies
agent stating coverages
by City Airline
described
comparable to insurers
strength
authorized
its
applicable
or
financial
shall
insurer or
as part of this Agreement
polices to be written
such
and
size
of this Agreement
polices and coverages
insurance
herein
and incorporated
commencement
to the
Prior
and maintain
for
INSURANCE
in
If
with
requirement
the identification
alternative
10.02
Insurance
Requirements
for Subcontractors
and Affiliates
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Wfthout
each
require
and
subcontractors
its
of
other obligations
any of the
Limiting
AffiLiates
subcontractors or Affiliates own expense

insurance
that
are
insurance
LiabiLity
necessary
shalL
AirLine
and
contract
copies
of these
10.03
Section
Approval
Airline
for
or
its
have the
No Waiver
of
disapprovaL
subcontractors
nor denial
and
monitor
must
shalL
additional
an
the
the
retain
being
The
at
contract
performed
the
of
LeveLs
compLy with
subcontractors
of
certificates
of
aLL
AffiLiates
these insurance
upon
request
from
insurance
of insurance
certificates
be entitled
under the
term of the contract
insured
of enforcing
responsibiLity
City
standards
work
the
shaLl
Airline
for
the
requirements
and without
each
duration
of
among
expense
its
to
certificates
damages and acddents
insoLvency
as
during
for the services
industry
AirLine
Airline
and Affiliates
subcontractors
receive
shalL
the
obtain
shalL
and Affiliate
subcontractor
the
name
with
performing
to maintain
and appropriate
and are consistent
Laws
applicable
or liabilities of AirLine
Respnsibi
or failure
and
AffiLiates
to act
shaLl
as set forth in the
of Liability
or Liability
by City regarding
not relieve
contract
by the insurance
AirLine
documents
any insurance
suppLied
of fuLL responsibility
Neither
company exonerate
shall
Airline
the
from
by
the
or LiabiLity
bankruptcy
liability
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11 DAMAGE OR DESTRUCTION OF
Article
11.01
Section
Premises
the
If
condition
and the City shall

of the
result
or
such
as soon
the
or the
and
balance
11.02
Section
The
policy
80%
the
Insurance
destroyed
shall
Terminal
so notify
and
ninety
Airline
in
the damage
is
Leased
of such
occurrence
to
Building
the
if
rental for the
agents
same
by notice
and
shall
its
90
writing
not the
Premises
shall
to the
date
damage
if
or total
to
rebuilding
the
within
writing to the Airline
above
is
not the
ninety-day
either
may
condition
its
to
prior
terminate
or
the
this
be abated from and
the rent shall
damage
destruction
any and
remove
and
if
to the
Airline
of the negligence
result
the
Airline
of
its
Airline
for
Leased
does
deposit
proceeds
to any sums
owned
the
shall
expenses
pay
such
of
such
excess
the
Premises
promptly so remove
not
the
or retain
same
be applied
shall
Airline
debris from the
property and/or
of which
the
if
of the
all
the
public warehouse
and sate second
proceeds of sale
be compLeted
which event
in
damage
at public auction
to be paid
in
be abated as described
destroyed
property to
storage
insurable
exclusive
of Airlines Leased
coverage
insurance
of such
value
moneys and funds received

by the
property
be included
allocated
Leased
by Airline
to
removal
to the
its
upon
own
to the
with
City
any
and sale
storage
City
in
first
demand
City Property Insurance
be applied
wilt
such
partial
thereof
Terminal Building
the
the
be completed within
shall
City
cannot reasonably
repairs
practicable
of fire and extended
of
the
restore
reasonably
of the
that
extent
and
agents
its
portion
the
sell
remaining
exceed
shall
to
the
its
date
Premises
of the
event of
of removal
expenses
or
as reasonably
may remove
possession
said
to the Leased
occurrence
act of Airline
premises
the City
commence
respect
In
shalt
or
to be evidenced
option
its
after the date of the

or willful
from the
which event the rental
in
with
Agreement
period
an
part then
repairs and rebuilding
act of Airline
willful
repairs and rebuilding
such
City at
occurrence
damage can
the
to such
in substantial
repairs and rebuilding are complete
promptly to
proceed
damaged
is
necessary
with such
proceed promptly
upon which such
period
rebuilding
of
occurrence
negligence
If
and
Building
whole or
in
PREMISES
Premises
on which the damage occurred
be abated pro rata for the
the
Terminal
repairs
to the
prior
from the date
days
the
rendered untenantable
is
of Leased
Destruction
or
any reason
for
If
Damage
LEASED
by
City
to
Premiums
the
the
paid
City as
property
to the
if
such
Premises
extent
percentage
be insured
will
of not
less
of
than
repair
by the
part
to the Terminal Building cost
of
construction
or
City for insurance

Airport operation
replacement
provided
eighty
coverage
on account of the damage to or destruction
in
of
by City
is
property
damaged
compliance
and maintenance
percent
available
of such
such
under
or
herewith
expenses
and
center
53
DAL
Use
and
Lease
Agreement-Southwest
16-10051.7276
SWA_00085
086
Case: 16-10051
12 TERMINATION
Article
12.01
Section
Before
in
the
event
Termination
end of the Term hereof the
the
any
of the foLlowing
Airline
same
that
given
is
City
by
shaLL
received
Agreement
within
faiLure
such
30
thirty
said
the
said
30
thirty
good faith proceed to cure such
Airline
shalL
for
shaLL
make an assignment
aU or substantiaLly
Agreement
Agreement
more
remedy
which
the Leased
Leased
it
Premises
any cLaim
federal
this
or any
for
if
herein
may
any
or
or
covenant
shalL
such
if
not
with
of this
cure
reasonabLe
such
cannot
failure
have commenced
not
shaLL
thereafter
make
transfer
receiver
or
unLess
the
City
is
the
giving
shaLL
City
in
fraud
or trustee
to cure
and
diLigence
of creditors
or
be appointed
shalL
prevented from terminating
City the
right
have the option
this
to terminate
to pursue
to do so
Airline
this
any one
City
in
may
immediateLy surrender
without prejudice
or
action
the events
is
the
other
to any
rent enter upon and take possession
necessary without
if
agrees
to pay
reason of such
forfeiture
shaLL
and any other person who may be occupying
AirLine
foregoing
AirLine
being
to City on
Liable
demand
for
of
the
or
prosecution
the amount
of
aLl
Loss
termination
remedies
or waiver
shall
not precLude
provided
by
Law
required to enforce
of any of the
pursuit
nor shalL
pursuit of
any of such
remedies
and
any
or of any
of any rent due City hereunder
by reason of the vioLation of any of the terms conditions
attorneys
of
which event
or any other remedies
constitute
LegaL
entitled to reasonable
If
notice
Law
events
by force
suffer by
provided
to City
If
not
or arrearages
or remove
and
in
faiLs
possession
therefor
provided
contained
to AirLine
Airline
or shall
above
Airline
part thereof
City
other remedies herein
damages accruing
of the
Agreement
and expeL
or damages
herein
after written
to City
12.01
Pursuit of any of the
remedy
days
remedies
may have
and damage which
thereof
of creditors
or state
of any
to City and
Premises
on the date
Agreement
this
10
of ten
term condition
made when due and
days
shall
insoLvent
benefit
to Section
following
Premises
and
days
Available
Terminate
Leased
Agreement
faiLure
the
occurrence
pursuant
of the
notice
of the assets of AirLine
all
Remedies
the
Upon
under
City
period
to be
30
thirty
become
for
by any applicable
12.02
Section
this
to terminate
any material
payment
after written
days
within
within
failure
for
to compLy with
fail
one requiring
than
be cured
reasonabLy
due
payment
any
right
occur
by Airline
shaLL
Airline
other
make
should
shaU continue
failure
reserves the
City
circumstances
to
faiL
due and such

is
by City
covenants
City shaLt
aLso
be
fees
enumerated
in this
Section
12.02 or Section 12.01
above
shaLL
54
DAL
Use and
Lease
Agreement-Southwest
16-10051.7277
SWA_00085
087
Case: 16-10051
occur
to AirLine
taking
enter into possession
of the
at
prior
time thereafter
any
the interest of the

specified
No
part for any
12.03
or in the
event
amount
with
or amounts
such
or times
enter upon the

or
period
upon
termination
in
and
had
shall
City
of
termination
and
or
have
shalt
Leased
such
shalL
relet
In
right
the
against
be
its
is
portion
pursuant
in
the
the
the
Leased Premises
the
event of any
not being
survived
the
originally
of the
to
stated
premises
or portion
in this
as City
this
any
upon
the
have
for
the
extent
re-entry
re-entry
this
the
permittee
of
its
re-entry
to
of
of
and occupancy
period
or
make
of
this
No
hereunder
proceed
shall
any amount
of the
in
Term
market vaLue
actuaLLy
by City
to
the mere
be credited to the account
or other occupier
balance
to
under
Airline
City
this
the character
the Airline
surrender
in
this
regaining
repair or
alter
the
for
under
possible
there shaLL
or from the
such
may
or
and
other space
right
purposes
use
Agreement
the
or
regaining
Premises
from those set forth
upon
obligations
as reasonabLy
during
during
same
term remaining
of the
or
acceptance
however
Agreement
of
Agreement and the
Leased
with
together
as or different
cancelLation
or any actua
under
thereof
may
Such
thereof
sufficient
this
to
any person firm or corporation
retetting
may be of the Leased Premises
Agreement
soon
under
to permit
same
to be an
as
Premises in
Airline
to City to the
payable
or
diminishing the
retetting
obligations
of
Premises including changes which
or
Agreement
this
no termination canceLlation
if
part thereof
or
suitability
altering
as
right
same
this
Leased
or be construed
Leased Premises
of the
part of City
the
regaining or resumption
term of
futL
from the balance
to City from any Airline icensee
accruing
to be
in
pLace
or
termination
affecting
to use and occupy
AirUne
same
and
Premises
reLetting
attempt to
changes
without
Agreement
date
or in
with
obligations
re-entry
the
for
cancellation
and use the
to
the
all
Agreement may occupy
to this
Leased Premises
upon
possession
structural or other
the
cancel
whoLe
on
right
accordance
in
become due and
taken
Agreement and on terms and conditions
resumption
or
and conditions
or resumed possession of the Leased
same manner
time the same as or different
Agreement
may
upon the
payments
covenants
of any
terminated
or cancellation
shalt
the
in
Leased Premises
or of the
is
force and effect
fuU
pursuant
Premises
part thereof
of
waiver
Agreement
this
of possession
of possession
Leased
of
of rent or charges
City
the
to
event
of Airline
re-entered regained
remain
shall
regaining or resumption
retet
entitled
notice
to be effective
or other
of the terms
be deemed
shaLL
provisions
survive
shaU
resumption
be
of any such
hours
by twenty-four
cancellation
fees charges
of any
that the Agreement
has
City
the
same time
at the
default
of the Obligation
the event
that
and
by AirLine
Survival
In
possession
not
shaLL
Agreement
Section
Agreement
of rentaLs
City
after
or periods
or observed
this
accordance
by
acceptance
period
performed
terminate
such
AirLine
upon the occurrence
thereof
Agreement
this
Premises
notice
such
in
under
Leased
and City
Premises
continuance
the
during
AirLine
of the
possession
Leased
use
actuaLLy
connection
of
by or
wfth the use
the Agreement
of the
of the
received
occupancy
as
the
of such
and occupy
55
DAL
Use
and
Lease
Agreement-Southwest
16-10051.7278
SWA_00085
088
Case: 16-10051
12.04
Section
by Airline
Termination
Termination by Airline Generally
may
is
this
terminate
not in defauLt
advance
Agreement
the
in
notice
and any or aU of
upon
of any amount
payment
or
after the
The
issuance
hereunder
City
by giving
continuance
of competent
jurisdiction
during
the AirLine
any time that
at
the
and
happening
hereunder
obLigations
due
Term hereof
the end of the
Before
its
City
of
AirLine
60
sixty
days
any one of the
events
foUowing
decision
so
as
any manner
in
to
of any court
preventing
affect
substantiaUy
The
of any
issuance
FAA or other competent

other
earthquake
of
period
defauLt
AirLines
60
provided
however
or effect
if
of
in
City
be performed
to
in
Airport
injunction
conduct
its
or the taking
Agency or the occurrence

pubLic
use
of
enemy
the
or
an
of
Air
of any action
in
for
affecting
conduct
its
by
any fLood fire
of
substantiaUy
Airport
in
no notice
that
have
of
an
Air
action
good faith
the
as
defauLt
above
notice
provided
to receipt
prior
of the
faiLure
to remedy
of written
covenant
materiaL
any
and the
hereunder
City
of termination
remedied
of
performance
after receipt from AirLine
days
City shaLL
the
by
and be continuing
to take
of sixty
period
the
order ruLe or reguLation
GovernmentaL
days
sixty
required
or
of an
use of the Airport or any part thereof
Business
The
remedy
of
use
act of God or the
casuaLty
at
Transportation
agreement
AirLines
the
Business
Transportation
the
or restraining
such
defauLt
to remedy
or
to
City
the
for
same
be of any force
shaLL
of AirLines notice
of
termination and
The substantiaL
the United
of
government
powers and
or emergency
Other Limited
the Airports
the
shalL
however
the
enptaned
months
tweLve
Airline
totaL
AirLine
effective
shaLL
date
shalL
shalt
give
the
2.04.B
give City
shalt
give
notice
to
notice
of
is
Airline
provides
on the
totaL
required as described
terminate
its
If
based
this
sixty
days
to 10% or less of
service
12.04.B.1
during
this
than
Less
of the
wartime
its
Airport enpLanements
in
Agreement
intent to terminate
thereof
of not
period
Opportunity to Terminate An
have the
above
determined
for
under
Agreement
beLow
and
Term
the
for
provided
one year
prior
to
earLy termination
of such
right to
City notice
shaLL
date
opportunities
Second
Airline
thereof
of the Airport by action
or agency
department
continuance
passengers
First
above
or any
Termination by Airline
preceding
two
have
of Citys operation
restriction
States
of such
intent
Opportunity
have the
City
terminate
notice
right
this
Agreement
to terminate
to
no
Terminate
to terminate
of such
Airtine
this
meeting
An
than
no
meeting
effective
Later
than
AirLine
2017
October
AirLine
Agreement
intent to terminate
2018
October
effective
tater
the criteria in 12.04B
the
criteria
in
October
2023
October
2022
56
DAL
Use and
Lease
Agreement-Southwest
16-10051.7279
SWA_00085
089
Case: 16-10051
12.05
Section
The
Leased Premises
lien
City
hereunder
same
paying
the
shall
provided
thereon
that
AirLine
aLl
unpaid
shaLl
its
own
possession
any appropriate
property
shall
If
Term
remove
its
Airline
rental fees
jet-bridges
all
fails to
take
be deemed to be abandoned
and
payable
from such
resuLting
possession
days
City
the
for
and remove
sell
the
same
tools
however
to any
by AirLine
to City
removaL
termination
after termination
may
trade fixtures
by it subject
amounts
pubhc warehouse
30
thirty
ramps
remove from the
to
Agreement
Loading
on or before
to
property
this
thereon
damages
property
within
of
rentaLs or other
repair
Agreement City may remove such

in
the
aircraft
and supplies placed

for
AirUne
falls to
Property
be entitled during
materials
may have
If
of this
Airline
Remove
or any part thereof
equipment
machinery
vaLid
of Airline to
Right
of or expiration
deposit
such
property
of this
at
or retain
the
after
Agreement
public auction
57
DAL
Use and
Lease
Agreement-southwest
16-10051.7280
SWA_00085
090
Case: 16-10051
13
Article
13.01
Section
and Subletting
Assignment
Assignment
without the
written
prior
not be required
an
for
that purchases
aLL
merge
Airline
consent
assignment of
or which
to any
thereof
portion
Airlines assets
of
to the
Successor
party
provided
of the Airline
whoLe
or in
part
consent
shall
any corporation
with which Airline
corporation
and
of AirLine
business
the
right
shall
it
or any
in
that such
however
for
which
may
AirLine
shall
Entity
have
shaLl
Agreement
this
to an Affiliate
Agreement
may succeed
AirLine
time assign
Manager provided
City
this
aLl
notify City in writing in advance
Subletting
not at any
shalt
of the
or substantially
or consolidate
ASSIGNMENT AND SUBLETTING
first
to sublet
obtain
the
the
Leased
written
or
Premises
any
of the
approvaL
City
Manager
No Release from
except
assignment to
release
Airline
from
successor
its
by anyone
manner
apply
but
Agreement
herein
amount
net
covenants imposed upon

the
to
Successor
Entity
No
affiliated
assets
with
which
of
Loss
this
of the
Agreement
therefor provided
complies
shall
hereunder
Agreement
such
It
is
assignment
further
the
in
by
by
Airline
to
transfer
in
the
of
the
writing
or sublease
by
is
hereunder
that
any
corporation
by merger
saLe
of ll or substantiaLly
the same
this
as
or occupant
performance
sale conveyance
under
AirLine
any
shall
covenants contained
claimant
or otherwise to Airline
manner
rental
and
rentaL obligations
shalL
all
or
other
entity
all
have the same
and to the same
of any additional
payment
with the
owed
in
and
Leased Premises
by City of the
further
occupied
is
an interest
assigned
unless expressly agreed
agreed
whether
Premises
Leased Premises
of the
Affiliate
transfers
conveys
sells
the
charges
waiver
assignee
reorganization
Leased
and
fees
rentals
this
if
assume Airlines obligations
Rights
extent
of
its
rights
as Airline
fees or charges
to City
other obligations of Airline
fulfiLLed
Terms and
stipuLations
extent
shalt
to this Section
pursuant
obligations
assigns
or
any portion
by City from the
under
and without
Airline
Airline
be deemed
subsidiary of or successor
portion
hereunder are
occupying
the
shall
Airline
or other amalgamation
to all or any
under
of
except to the
Manager
City
may
to
Airline
Airlines
rent from any person
by City of any such
release
nor
successor
If
collect
or any person
collection
an acceptance
or
assume
interest in this Agreement
coLlected
no such
shaLL
or subletting
hereunder
Responsibility
its
Airline City
Agreement
in this
the
than
other
of
sublets
or
pledges
which
entity
obligations
No Waiver
mortgages
No assignment
Obligations
conditions
representatives
and
successors
Provisions
consideration
subLessees
Binding
in
this
All
of
Agreement
and assigns of the
the
terms
shall
provisions
covenants
extend to and bind the
respective
Legal
Parties hereto
58
DAL
Use
arid
Lease
Areemert-Southwest
16-10051.7281
SWA_0008509
Case: 16-10051
14 MISCELLANEOUS
Article
14.01
Section
and Regulations
Rules
From time to time the Director may adopt and

to the
and use
occupancy
and equipment
practicable
that
ruLes
on
time and
same
obey the
vaLid
rutes
duty authorized
to
make
operation
of aircraft
furnished
at
14.02
by
federat
such
ComDetitive
Access
change
as
result
14.03
Section
same
Airline
of such
the
with
Federal
shaLl
modify
for
atL
any
Al
of
this
Agreement
Such
nor
other Governmentat Agency

of the Airport and the
to the
request
shaLl
Director
manager
be
current
certain
to
competition
federal
the
may be
of this Agreement
portions
FAA or any other
and access
at the
In
Airport
or other
assistance
subject
Governmental
the
to reflect
accordingly
Agency
event
the
result
as
sanctions
to
of
any necessary
Law
shalt
its
not use
emptoyees
purposes
reguLations
with
officers
14.01
Statutes
shall
at
all
ordinances
of any other
Airline
the Airport or any
and shalt
Compliance
term
with
Airline
applicable
and
person
any
the terms of this Agreement
and to AirLines on-Airport
to modify this Agreement
agree
Government and
the
airline
aLL
and any amendments thereto
limited
to withhoLd
by any of
illegal
not
to
and reguLations
the operation
for
any and
from time to
action
Compliance
to be used
or ticensees
compty
on
threatens
General
the
but
including
City and
that
acknowledge
with
faciLities
rules
of the FAA or any
upon written
herein
or regulations
government
review
AirLine
provided
such
its
resulting
to observe
and suppLiers
the Airport or
and regutations
rutes
Airport
address
possibLe effects
concerning
to
the
using
injury
estabLished
reasonabLy
contractors
to obey and comply with
Airport rules
DOT
the
the
using
City and Airline

review
agrees
may be
access
and procedures
or enforce
notice
copy of any such
Section
orders
of those
and obey
to observe
aircraft
vehicles
and economicalLy
and the public from damage or
AirLine
empLoyees
the right to deny
reguLations
the
agents
by persons
safe efficient
and convenience
safety
place and as
in
facilities
Airport witt not be inconsistent
the
of
the
for
and regulations with respect
ruLes
insure the
facilities
its
that faiLs or refuses
and reguLations
rutes
with
current
officers
its
City reserves
firm or corporation
and provide
enforce
and
services
reasonabLy
and from the Airport
are
as
to require
wilt
the Airport and
into
and reguLations
its
Airport
opinion
thereof
operation
from operations
the
of
in his
and to protect
Airport
PROVISIONS
in
agents
part thereof
subtenants
times during
the
or knowingLy
Term
of this
and Laws of the City the
Governmentat
Agency
or limit AirLines
rights
Nothing
State
in this
Agreement
of Texas
Section
At
connection
and operations
its
or
1403
thereunder
Ordinances and Regulations

with
permit
invitees
contractors
activities
all
times
during
at
the
the
rport
59
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Use and
Lease
Agreement-Southwest
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092
Case: 16-10051
grant
and conform to
with
Comply
and ordinances
assurances
appLicabLe
aLl
and the
FederaL State and any other Governmental

or
installation
of
conduct
such
property
of
its
music or video
as
and
promuLgated
Agency
operations
broadcast
under
aLL
the
to
either directLy
construction
any
or
and permits
certificates
Licenses
inteLLectua
regarding
Premises and
Leased
of aR
Agreement
this
Licenses
incLuding
in
and
activities
Airline
by
from any Governmental
for the
laws statutes
thereunder
Agency that appLy to or affect
operations
and improvements
facilities
Obtain
necessary
or AirLines
AirLine
indirectLy
and future
present
reguLations
them
keep
to
current
to prior written
Subject
non-structural
improvements
equipment and
such
personaL
the
As respects
alt
instalLations
and
that
property
make
Director
alterations
are required
or reguLations
ordinances
statutes
of the
approval
repairs
to
construction
services
performed
Use
alL
Space
14.01
City be and remain an independent

and
own expense
its
or conform to any of
to compLy with
to Section
subject
at
ExcLusive
its
contractor
on
or
by
with
respect
behaLf
to
Airline
of
hereunder
Section
14.04
Compijance
with
Environmental
Airport and
thereon
referred
the
reguLations
EnvironmentaL
activities
ReguLations
on the
Leased
soLe
its
RCRA
Act
as
by any GovernmentaL
shall
expense
appLicabLe
to Al
rLi
and
Laws
amended
Agency
compty
nes construction
with
As
conducted
the
Limitation
as
amended
Act
Water
as
Chapter 334 and other
Code
aLL
CLean
the
of the
uses
and regulations
CERCIA
Act
Liability
its
activities
rules
without
induding
30 Texas Administrative
amended
thereunder
at
AirLine
maintenance
ReguLations
that
acknowLedges
environmentaL
LocaL
Compensation and
and Recovery
Air Act as
Clean
promuLgated
Agreement
Response
Airline
operations
and
state
EnvironmentaL
as
Conservation
Resource
amended
to
Environmental
Comprehensive
and the
to federaL
Regulations
General
Regulations
Premises
may be subject
coLLectiveIy
the
Leased
the
Environmental
materiaL covenant
such
operations
present
and
maintenance
of this
future
use and
Premises
AIRLINE HEREBY RELEASES DISCHARGES AND HOLDS CITY

AND
AGREES
TO INDEMNIFY
CITY AGAINST CLAIMS
FROM
LIABILITIES
SUITS
DAMAGES EXPENSES AND FINES ARISING OUT OF OR RESULTING FROM ANY RELEASE
WASTES OR
OR POLLUTION BY OR FROM HAZARDOUS
DISCHARGE SPILL CONTAMINATION
IN
WHOLE
SUBSTANCES
OR
IN
BY
ITS
CAUSED
PART
AIRLINE
AFFILIATES
CONTRACTORS
Indemnification
HARMLESS
SUBCONTRACTORS
AND
OBLIGATIONS
LONG AS AIRLINE
OR
IS
CONTAMINATION
IMMEDIATELY
provision
of
INVITEES AND
REPRESENTATIVES
OFFICERS
UNDER THIS PARAGRAPH
SHALL CONTiNUE ONLY
AGENTS
LIABILITIES
AND
REMAINS
OF
HAZARDOUS
Agreement
AND
SO
FOR ANY SUCH RELEASE SPILL DISCHARGE

SUBSTANCES
OR WASTES
AS
DESCRIBED
IN
THE
RESPONSIBLE
PRECEDING SENTENCE
this
AIRLINES
IF
Airline
Notwithstanding
shall
not
be
any provision
Uable
for and
in this
City
Section or any other
shalL
have
the
soLe
60
DAL
Use and Lease
Agreement-Southwest
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SWA_00085
093
Case: 16-10051
and bear
responsibility
costs and liabilities for any
alt
pollution by or from hazardous
Date
agents officers
subcontractors
earLier
termination
by
or existing
caused
Airline
or
by
City
or
to the Effective
prior
its
contractors
or
after expiration
occurring
Agreement and not caused
this
contamination
discharge
spill
occurring
or representatives
invitees
term of
of the
release
or substances
caused
unless
Agreement
this
of
wastes
by AirLine
Affiliate
or an
or
customer of either
Cooperation
Airline
information
federal
shall
or other
to
the
reportable
such
all
at
shaLl
City
information
discharge
of
its
make
sole expense
Governmental
release
of hazardous
to the
Agency
wastes
which
Director
for
or his
and provide
any
regarding
or substances
spill
Airline
Agreement
this
submissions
such
aLL
for
state or
any
regarding
term of
the
during
and information
submissions
appropriate
and any other local
or substances
wastes
all
without
or any other successor
of information
Premises
provide
state including
TCEQ
USEPA
Agency
Leased
of the
Quality
and
submissions
all
Agency
of hazardous
on the
copies
agent
such
Protection
reLease
reportable
responsible
is
provide
designated
all
make
Governmental
which requires submission
or agency
or other
orits Affiliate
Airline
Requirements
sole expense
its
appropriate
Environmental
authority
discharge
Agency
Texas Commission on Environmental
U.S
the
agency
at
shall
to the
limitation the
Governmental
with
spill
which City
is
respons ble
Governmental Agency having
Should
including
due
to
any
for
which
Lease
whether
applicable
completion
due
its
any
or wastes
with
aircraft
fueling
required
at
financial
the
of financial
designated
agent
of Airline
responsibility
Such
any
such
is
action
release
accordance
in
or successor
request
by
under applicable
change
information
diligently
with
the
Director
or
to
plan
of any Governmental
of hazardous
pollution
lapse
Airline
shall
City
with
Airline
responsibility
Environmental
at any
shall
and maintain
time
regarding
shall
annually
concerning
Regulations
during
immediately
be forwarded
any required
Environmental
applicable
regulations
agency
financial
should
sole
responsible
responsibility
Upon
or
its
this
plans and undertake

response
and direction
contamination
and
of the
satisfaction
required
required
ruLes
appLicabLe
at
accordance
in
or
term of
shall
implement
completion
own expense demonstrate
demonstrating
Airlines financial responsibility
mode
its
TCEQ
facilities
documentation
obligations
which City
for
including
the
discharge
shall
records reports and

Regulations
with
spill
Airline
new
perform
diLigently
to
plan
and submit any such
prepare
Airline
plans and undertake
or
substances
the
during
or intentional
and to the reasonable
Regulations
accordance
to
required
response
sole expense
and
in
the
of hazardous
Premises
matters
be undertaken
or plan of action
or pollution
Leased
accidental
gradual
action
Environmental
implement
substances
or
over environmental
jurisdiction
response
on the
responsible
and submit
required
shall at
Agency
is
sudden
prepare
perform the
City
Airline
that
contamination release
discharge
spill
wastes
expense
determine
TCEQor USEPA
the
the
USTs at any
provide
In
leasehoLd
notify
City
environmental
the
event
estate
or
the Director or his
to
61
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Lease
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SWA_00085094
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City of Dallas
of Aviation
Department
Love
Terminal
Field
Texas
Dallas
Attn
Stormwater
for
acknowledges
that
that occur
TPDES
stormwater
with
City
and
applicable
safety and to minimize costs

to
minimize the
otherwise
used
implementing
Airline
regulations
that
and
that
TPDES
applicable
it is
at the
conduct operations
will
as
permit
that
in
to
materials
the federal
may be
it
as well as to ensure
generated
Practices
to undertake
necessary
handled
stored
state stormwater
and
Management
necessary to ensure
is
permit
discharge
any appLicable TPDES
in
it
that close cooperation
stormwater
Best
maintaining
stormwater
to
relating
Pollutant
further acknowledges
and any
regulations
acknowledges
as defined
and as implemented
Part 122.2
Airline
exposure of stormwater
by Airline
and ts regulations
Texas
the
to time
TPDES
applicable
to
subject
is
the Airport
both acknowledge
Airline
compliance with any
Airport
TPDES
at
amended from time
be
may
the
System program
operations
Airport in compliance
either
16
Manager
Regulations
these
familiar with
Box
Discharge
Elimination
Discharge
discharges
Lock
75235
Facilities
Airline
Bldg
defined
as
or
regulations
40
in
by
CFR
permit as either may be amended
from time to time
amendments
subsequent
Airlines operations
Airline
notify Airline
Airlines
at the
shall
Airline
be obligated
shall
to
limited
Management
incLude
written
portions of said
permit
permit
such
into
to
any
to
applicable
this
City
applicable
and
permit
extent
permit
written
notice
Agreement
shall
promptly
or that
affect
of
Practices
shall
non-stormwater
discharges
deadlines
in
notify City
it
City with
it
is
written
permit
Airline
writing
is
being
deemed
if
within
it
disputes
to assent
to
Airport
applicable
TPDES
notice as required
of
that
but
not
stormwater
Such written
records
30
any of the
undertake
above
Airline
that
agree
TPDES
If
such
it
or
notice
of receipt
days
to undertake
requirements City and
thereto
including
preparation
thirty
directed
those
good housekeeping measures
and maintenance of necessary
requirements
discharge
of
any modifications
including
to perform from time to time at the
timely notice
provides
stormwater
with
requirements
or similar plans implementation of
applicabte
notice
discharge
Airline
permit
certification
pollution prevention
Airline
incorporated
applicable
to the
by reference
to any portions of said
provide
discharge
provide
is
thereto
discharge
operations
City
shaLt
all
stormwater
or renewals
Airport
by
of any changes
stormwater
Best
extensions
to be bound
agrees
Citys TPDES
that
acknowledges
Airline
of
such
stormwater
Airline
does
requirements
disputes
to negotiate
such
not
If
TPDES
prompt
62
DAL
Use and
Lease
Agreement-Southwest
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SWA_00085095
Case: 16-10051
resoLution
required
of their
differences
to this paragraph
pursuant
and
City
information
priviLeged
appLicabLe
to
agree
AirLine
agrees to participate
task
from
AirUnes
its
of
Agreement
the
under
Section
6901
work
faith
basis
GovernmentaL
to any
to City
to do
with
request
upon
manner
group estabLished
et
Premises
The
The
seq
under
notices
so
non
any
to
Agency pursuant
by the City in
requested
stormwater
to coordinate
shaLl
which occurred
term hazardous
term hazardous
wastes
is
specificaLly
Furthermore
termination
herein
used
any
reLease
of this
term of the Agreement
the
during
not
or earLier
expiration
survive
Section shaLL
or subLease
to assignment
the
survive
this
City does
provided
Citys consent
through
or omissions
Defined Terms
U.S.C
other
AirLines obLigations
Leased
Section
this
to any activity
as
good
any reasonable
in
force or other
herein
obLigations
obligations
each
provide
object
reguLations
No Release of Obligations
AirLine
has
not
wilt
it
Airport
or subLetting
assignment
that
AirLine
and submitted
coLLected
stormwater
at the
activities
unLess
TPDES
City organized
any
AirLine
warrants
AirLine
used
as
substances
is
herein
in
and
assigns
covenant
running
it
defined
is
as
is
it
42
in
in
defined
CERCLA
14.05
Section
Nondiscrimination
for
AirLine
the
event
faciLities
described
in this
are
constructed
purpose invoMng
operate
such
49 CFR
faciLities
Part
for
Agreement
another
to
successors
21
interest
and agree
as
or otherwise
maintained
the provisions of simiLar services
and services
in
Nondiscrimination
compLiance
in
wiLL
City
with
FederaLLy
aLL
Assisted
comply with
of
aLL
or activity
or benefits
other
as
AirLine
the
is
said
property
extended or for
shalt
maintain
and
imposed pursuant
requirements
Programs of the
its
of
part
with the land that in
on the
operated
DOT program
for which
purpose
may be amended and
reguLations
its
itseLf
hereof does hereby covenant
consideration
DOT
and
as
said
with the federaL
grant assurances
government
AirLine for itseLf
hereof does hereby covenant

on
the
grounds
of race
its
and agree
the
benefits of or be otherwise
that
the
construction
services
excLuded
thereon
from
no person on the
DOT
and as
in
participation
imposed by or pursuant
said
running
on
to 49 CFR
reguLations
over
grounds
of race
denied
the
shalt
use
Part
21
the
shaLL
with
in
or under such
part of the consideration
the
Land
the
in
of
or
compLiance
use of said
Nondiscrimination
in
no person
faciLities
in
ii
and the furnishing of
Land
otherwise
with
that
from participation
coLor national origin
benefits
premises
as
be excLuded
to discrimination
subjected
of any improvements
iii that AirLine
discrimination
covenant
as
coLor nationaL origin or handicap
denied
in
and assigns
successors in interest
or handicap
be
shaLL
be
subjected
to
aU other requirements
FederaRy Assisted Programs
of the
may be amended
63
DAL
Use and Lease
Agreement-Southwest
16-10051.7286
SWA_00085096
Case: 16-10051
assures that
Airline
such
as are promulgated
rules
national
with
sex age
origin
the period
Federal
which
during
assistance
therein
or structures
any transferee
used by the sponsor

for another
FederaL
financed
shall
ensure
that
take
or sex in the
condition
to insure that
and subcontractors
groups
unreLated
to
under
this
that
or
applicable
amended
with
completion
as
if
this
regard
full
Airline
the
provisions under
shall
pay
on
municipal
cQrporations
However
Airline
such
License
in
associates
age
or
or
contractual
other
of the Americans with

Airline
keep retain
minimum
shalt
for
to
compliance with
authorized
this
and other
this
Agreement
shall
nondiscrimination
have the
shall
the
of
all
progress
taxes
shall
have the
or permit
right
thereon
facilities
this
and hotd
Taxes
Airport
and
covenants
to terminate
had never been made or issued
Agreement
Payment
located
necessary
its
sex or handicap
aUowed
access
of evaLuating
aLl
of any individual
performed hereunder
event of Airlines breach of any of the above
to the
14.06
to
for
national origin
Airline
through
requirements
In
or work
for purposes
regard
to compete
take
will
it
national ongin
indirectly
to this Agreement
this
Parts 23/26
color
Agreement
and to re-enter and repossess the Leased Premises and the
Agreement
is
all
as
covenants
religion
directLy
with
lease
final
color
49
Agreement
the
In
according
contest
atso cornpty
race
treatment or empLoyment
the
in
of race
of
basis
in
contracts
of
contracts
AirLine
any work
with
of City upon request
provisions of this
tax
Agreement
either
relating
from
years
representatives
property
shaU
records
alL
of
Section
on the grounds
Airline
and safeguard
the same
this
on the
property
In
49 CFR
with
is
or
extended
as defined
agreement
this
or
Airline
ii the period during
enterprises
accordance
in
of DOT-assisted
Act 42 U.S.C.A S12101-12213
Disabilities
City
of
connection
or
is
have the maximum opportunity
not discriminate
shall
performance
job
arrangements
period
in
steps
or interest
property
the performance
in
under
funds provided
wil not discriminate
individuals
of
Airline
except where
assistance
benefits
business
to participate
enterprises
and performance
As
actions
business
disadvantaged
or
for
which the property
dunng
which Federal
disadvantaged
and reasonabLe
necessary
and perform contracts
Federal
real
ownership or possession of the
retains
opportunity
transferee
its
program
or
conducted
activity
or
and
creed color
cases the provision obligates

the period
for
purpose
that
ensure
part with
in
all
award
to
maximum
have the
these
periods
or any transferee
agrees
whole or
in
AirLine
for
In
any
airport
property
the provision of similar services
purpose involving
Parts 23/26
thereon
or any transferee
Airline
extended to the
is
form of personal
the
the folLowing
of
Longer
which the airport sponsor
CFR
in
is
in
of race
Airline
provision obligates
Orders
Executive
statutes
from participating
This
assistance
or improvements
for the
excluded
assistance
to provide or
is
be
or handicap
pertinent
no person shall on the grounds
to assure that
from Federal
or benefiting
comply with
will
it
and
Further
that
by
may be
the
obtain
right
and pay
to contest
shall
Airline
not
assessed
levied
of Texas
State
for
in
all
or charged
of
Licenses
good faith the
be considered
agrees
or any
to diligently
in
its
upon
political
and permits
validity
default
prosecute
such
required
or application
hereunder
or
Airline
subdivisions
as
long
by
its
or
law
of any
as such
contest
64
DAL
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Lease
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097
Case: 16-10051
14.07
Section
area
and
if
such
or
with
Section
the
of
rentaL
provisions of the
the
consent
withheLd
by City
14.09
or
contained
and Laws
the
provisions of the
and
its
herein
agreements
conflicts
Section
with
the
14.10
Notices
postage
are
To the
funds
to Lease
right
for
use
insofar
Agreement
as
Airline
Forces
are
they
however
lease
the
receive
an
of any such
result
then
affected
as
be suspended
shalt
If
the Airport
Armed
by the
shaLL
given
shaLL
unLawfuLLy
impair
functions
This
legisLative
Agreement
at Length
required
to the
is
caLLed
for
unLess
herein
advance
in
required herein
otherwise
Charter
the
Citys knowLedge
provisions of this
of the
insofar
be considered
but
to
it
and
is
shaLL
be obtained
so provided
of
City
is
made
City of
as
extent
States
in
exercise
to
subject
its
the
DaUas Texas and

to the
to the
the
civiL
such
same
to
Airport
are appLicabLe
that
at other
contained
nothing
to
appLicabLe
they
part hereof
only to the
United
right
Agreements
agreements
shaLL
by
the
Agreement
Program Grant
extent
generaLLy
best of the
or approval
by Director
State of Texas and to the
this
AirLine
writing and obtained
to City
provisions of such
express
in
Any consent
be
or the
City
be
to the
extent
as
provisions of any
airports
Iaws
receiving
or agreements
Agreement
Notices
hereunder
shalL
be
sufficient
if
sent and received
by certified
or registered
maiL
prepaid to
fuLly
CITY
City
this
Agreement
of the
Airport Improvement
and the
operation
may
herein
or
of the
terms and provisions of
federaL
of
materiaUy
shaLL
or deLayed
Director
governmental
though copied
are
approvaL
Reserved
Rights
Nothing
Constitution
Government
Government
the
to
have the
City shaLL
States
provisions
Lease
or approval
and agreed that such
proprietary
such
hereunder
AirLine
not be unreasonably
Section
the
executed
is
United
adjustment
Whenever
from or given
the
to
Consents and Apjrovals
14.08
understood
Government
States
not extend the term of this
shall
duties
equitabLe
Lease
such
any
suspension
rights
part thereof
or any
inconsistent
to United
time of war or national emergency
During
Landing
to Lease
Right
AIRLINE
of DaLLas
Southwest
8008 Cedar Springs Road
P.O Box
Love
Field
2702 Love
Lock
Box 16
DaLLas
TerminaL BuiLding
DaLLas
Texas 75235
Attn
AirLines
3511
FieLd
Co
HDQ-4PF
Drive
Texas 75235
Bob Montgomery
65
DAL
Use and Lease
Agreement-Southwest
16-10051.7288
SWA_00085098
Case: 16-10051
other
or to such
other
in
3rd
authorized
certified
Director
unLess
14.11
Section
Airline
prevaiLing
apron fees
Section
14.12
Neither
City nor Airline
any of
be deemed
shaLl
of materiaL
shortages
acts
Section
under
which
it
is
not
shaLL
not
appLy
of fees
acceptance
to ArticLe
pursuant
14.14
Section
City of DaUas
waiver
DaLLas
Limited
to
the
from
the terminaL
to Airport by Airline
of this Agreement
acts
of the
public
to faiLures
by
to
AirLine
enemy
acts
riots rebellions
or which are not in
of
pay the
ft
is
acts
prevented
of
sabotage
controL
its
if
boycotts labor disputes
any other
or
provided
however
and
fees
rentals
superior
charges
by
City
other
of any
for
any period
contained
right
or
after
periods
to be performed
on the
part
of
default
of any
kept and observed

to
City
terminate
this
of the
by AirLine
Agreement
Paments
of
payments
and
shaLL
required
be maiLed
8008 Cedar Springs Road
or to such
with
has received
12 herein
Place
ALL
the
to Airline
Agreement
this
be deemed
not
fLoods
responsible
terms covenants and conditions herein

shaLL
notice
Non-Waiver
14.13
The
but not
payabLe
in vioLation
God
of
for
Section
given
Director
compLiance
that City
hereunder by reasons of strikes
obLigations
its
circumstances
specified
written
to ensure
incLuding
and PFCs if applicabLe
fees
Landing
advance
and to determine
requirements
GovernmentaL
this
may be
the Airport and the
at
operations
and records
books
under the terms hereof
Agency weather conditions
that
the
Force Majeure
from performing
embargoes
and audit such
City
its
upon reasonabLe
representative
City
due the
rentaLs
in
or AirLines
by AirLine
from or given by City or Director
and records on
bond discLosure
municipaL
aU moneys
AirLine
third
sooner
be obtained
to
books
to inspect
right
is
for
prepaid
fulLy
postage
and signed
to each
on the
provided
to keep
authorized
have the
deposited
is
addressed
Rigbto Audit Books and Records
Citys
agrees
other
or any
shalL
herein
otherwise
the
to
to time designate
whom
party to
maiL or as hand deLivered
whichever
required
may from time
Parties
on which the same
date
or registered
representative
Any notice
by
the
day foLLowing
U.S mail by
the
as
be deemed delivered
wilt
Notices
writing
business
addresses
respective
officer
or
of the
to the
Love
address
as
Field
Airline
by this Agreement
office of the Director
TerminaL BuiLding
may be
substituted
shaLL
be made
Department
Lock
therefor
of
Box 16 DaLLas
in
to
payabLe
Aviation
City
of
Texas 75235
writing to AirLine
by
the
Director
66
DAL
Use and
Lease
Agreement5outhwest
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SWA_00085099
Case: 16-10051
Section
AR remedies
any
14.16
the
the
provisions of this
14.17
Section
The
present
or
is
It
is
of the
several
or
Laws
effective
City
not
shall
of
the
prevent
to
grant
Airline
Aviation
exclusive
any
Act
for
Use Areas
the
shall
Leased to Airline
specifically
or
right
conduct of any
to the terms and provisions hereof Airline
and
in
of this Agreement
be construed
not
shall
are inserted
to limit
the interpretation
any manner
the
is
have
under
the
the
herein
for
of
any
scope
thereof
or construction
term of
or future
Parties
that
Agreement
this
grant
is
illegal
clause
clause
or
invalid
or provision
as
as
is
determined
similar
in
may be
United
of this Agreement
unenforceable
provision
or
agreements with the
remainder
the
under
or unenforceable
invalid
illegal
of the Parties to this Agreement
that
Agreement
Agreement
this
existing
of the
intention
or inconsistent
Operation
agrees
rules
that
in
lieu
be
be
not
shalt
of each clause
there
terms to such
illegal
may be
or
be added
or inconsistent
possible and
to
States of
invalid
legal
valid
and
and Long-term
of Airport
maintain
and
operate
regulations
of
the FAA
to
hereunder and otherwise
consistent
to
and sections
during
Citys
intention
also the
14.19
standards
or indemnities
and consistent
enforceable
Section
hereof and the exercise
provisions
308 of the FederaL
articles
provision of
of the
any
the
of this
part
unenforceable
deemed
be
Exclusive
or affect
provision of this Agreement

as
and
at law
Severability
with
it
or Airline
Agreement
future
inconsistent
affected
of the
possession
any clause
America
shall
only and are not intended
14.18
If
and additional
to City
Rights
except that subject
provisions of this Agreement
Section
express
remedies
other
available
remedy
Titles
titles
convenience
of
of Section
meaning
to exclusive
the
with
of Airlines
contained
on the Airport
right
be deemed cumulative
shalt
remedy
herein
within
privilege
herein
Exclusiveness
Nothing
activity
not inconsistent
existence
of any other
Section
Agreement
of each other or of any other
extent
the
or
remedy
exercise
the
to
in this
provided
not in lieu of or exclusive

or in equity
to be Nonexciusive
Remedies
14.1
with
appLicable
or
Airport
its
airlines
Law
federal
and the
accordance
in
successor
operate the Airport with due regard
interests of the
airport revenue bond
the
for
City shalt
the
interests of traveling
aviation
regulations
with
federal
exercise
operational
public
grant
alL
in
applicable
its
rights
requirements
manner
that
assurances and
is
City
ordinances
67
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Use and
Lease
Agreement-5outhwest
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SW/A_00085
100
Case: 16-10051
14.20
Section
limitations
to the
Subject
upon and inure
binding
and Assigns
Successors
the
to
hern
upon assignment
benefit
of the
contained
hereto
Parties
their
Agreement
this
respective
shall
be
and
successors
assigns
14.21
Section
Relationship
This Agreement
14.22
Conflict
The following
shall
does
not constitute
the agent
Airline
or representative
of City for
of Interest
of the Charter
Section
be one of the covenants
XXII
Chapter
PROHIBITED
No
in
indirectly
the
with
section
Manager
of the
or the
the
City
be determined
City
the
City
as
Council
an
or
financial
materials
the
The alleged
contract
Board
in
the
the case
and by the
the
in
of
this
corporation
shall
of employees
City Council
or services
voidable
of this section
or
directly
or
person
Agreement
OFFICER
violation
Any
of Interest
direct or
interest
involved
violations
OR
supplies
employee
implied of
or
of this
interested
financially
land
officer
render
Board
be
of any
either by the Trial

Trial
have any
shall
consideration
OF EMPLOYEE
INTEREST
City or
express
City shall
to the
to appeaL
right
the
knowledge
with
contracting
with
sale to
part of the
FINANCIAL
or employee
officer
on behalf
except
11
Section
to Conflict
of the City of Dallas pertaining
and conditions and
any contract
in
indirect
to
make
or
whatsoever
any purpose
Section
of Parties
by the
be
City
matters
who have
the
of other
case
employees
14.23
Section
Gift
City
confer
any
official
is
may
benefit
Servant
to Public
terminate
an
upon
prohibited
employee
prosecuting
authorities
that
Code
available
For
economic
is
interested
with
immediately
or officiat
Section
of the
The
36.104
this
Section
of
has offered or agreed
Airline
Dallas
Dallas
that
has
to Section
who have no
benefit
means
legal
anything
such
been
36.08
employee
advised
and 36.09
reporting
by
contribution
or
the
requirements
reasonably
or expenditure
to
of the
regarded
benefit to any other person in whose welfare
including
but does not include
if
of
City
City
exception
to public servants
advantage
made and
reported
as
the
in
law
Notwithstanding
employee
the
of
purposes
gain or economic
beneficiary
accordance
not
Agreement
law from accepting
by
Texas Penal
is
this
of Airline
any other
from the designated
legal
remedies
premises
who
City
may
has vioLated
require Airline
the restrictions
to remove
any
of this Section
68
DAL
Use
and Lease
Agreement-Southwest
16-10051.7291
SWA_00085
101
Case: 16-10051
made
or any expenditures
14.24
Section
or official
the
same
gender or number
Whenever
from or
or refrain
obligations
be
shall
in this
performed
or
its
AirLtnes
designate
pronoun or adjective
is
to Airline regardless of
writing
is
under
placed
an obligation
be
shall
do
to
exercised
or by permitted
or
to do
covenant
any act or thing
only by
its
officers
or sublessees
assigns
its
and
of this
Agreement
hereinbefore
have
shall
full
specified
or
such
substitute
in
to act for AirlIne
authority
may
as Airline
connection
with
this
and any things done or to be done under the Agreement
Agreement
Venue
14.25
Section
to refer
entitled or privileged
representatives
representative
in
is
or privileges
rights
of all or any part of the
hereafter
neuter
person singular
and understood
Airline
Agreement
from doing or
employees and other duly authorized

Agreement
third
thereof
prohibited
is
Terms
of
be taken
shall
agreement to confer or conferring of
of Dallas
City
Agreement
in this
referring to Airline the
actual
of the
and Application
Construction
Wherever
used
of the improper offer
result
as
to an employee
benefit
Venue
of
any action
under
brought
this
Agreement
shaLl
be
in
County Texas
DaLLas
exclusiveLy
14.26
Section
Counterparts
may be executed
This Agreement
in
any number
of counterparts
each of which
be an
shall
original
14.27
Section
Condemnation
If
during
simpLe
Agreement
interests
cease
of the
shaLl
Leased
and terminate
Premises
apportioned
sustained
by the
fee
of the
domain
as well
except
as
Parties hereto
as the right
if not
between
simple
set forth
apportioned
entire Leased
of
such
in
the
accordance
and the Leasehold
taking and
Parties hereto
In
estate
Premises
relates
to the
event
with
granted
aLl
thereafter
of such
decree
shall
this
rights tittes
shall
accruing
taking
be
the
entire
fairly
and
damage and
Loss
shaLl
respective
the
entire
and interest of Airline then
by the condemnation
City and AirLine
estate
title
date
of the
the
and such taking
proceedings
as of the effective
hereinafter
same may be extended under
as the
Agreement
agreements and obLigations
and damages
equitably
this
or eminent
terminate effective
covenants
compensation
of
by agreement
be taken by condemnation
fee
term
the
terms hereof or otherwise
hereunder
69
DAL
Use and Lease
Agreement-Southwest
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102
Case: 16-10051
Premises
Leased
the
wilt
proportion
as
Leased
the
that
the
result
of
equitably
date
of such
and
It
of or cash
damages
incurred
for
and save
the
to
Venture
such
or Joint
and
Airline
by
of Airline
each represent
shall
Agreement
be
or liabilities
may be
that
be
decree
this
within
and
fairly
Enterprise
or joint
City
construction
in
other
or any
between
exists
enterprise
not be responsible
shall
and warrant that

and that
of this Agreement
claim
based
is
in
any way for any

of the
of or operation
or for
person
City and
Leased
cleanup costs or
any
in
connection
no broker
there
therewith
has
no such
is
City
and
been
broker
concerned
who
each
Airline
in
whole or
in
part
upon any
act or omission
is
shalL
made
by
City
on
may
or
its
be
indemnify
by any such
Airline
or
Quiet Enjoyment
that
it
has
good
right
lands improvements
all
and that throughout

possession
other charges
this
other of and from any claim for commission or brokerage
covenants
uninterrupted
of termination
condemnation
by
venture
joint
incurred
commission
the
City has good title to
hereunder
whereupon
materially
terminate
be relieved of any obligations
its
by Airline
be paid
City
to City
in
and Airline
or obligations
negotiation
14.30
to
option
of the
Airline
to
the
the same
area
Any compensation and damages
taking
other person
any
deficits
debts
Airline
harmless
when
Section
City
total
if
then
in
taken as
of
portion
Brokerage
and
City
broker
the
14.29
in
City and
flow
or
entitled
between
shall
apportioned
NoPartnershipJoint
Premises
behalf
of such
if not
agreed that no partnership
is
Section
shall
taking
Airline
the
notice
part has been taken
and
been
has
have
shall
to the
however
provided
Premises
Airline
remaining
Agreement
this
bear
shall
by giving written
taking
City
under
of the
portion
by Airline shall be reduced
payable
Leased
that the
agree
permitted
condemnation
of the
thereto
options
mutuaLly
uses
business
as of the date
apportioned
or between
Airline
debts
such
14.28
Section
much
or any
by condemnation
to the
prior
of Airtines
Agreement
this
AirLine
the
taken
part
so
of no further force or effect
under
and
for
after possession of such
days
Agreement
this
City
used
immediately
as of the
15
be
of the
area
operation
Agreement
and
and the rental thereafter
determines
the
fifteen
can
continue
Premises
discretion
impair
be taken
shaLl
Premises
Agreement
term of
the
during
If
Leased
and lawful authority to execute

and related
the term hereof
of the
Leased Premises
Airline
shall
subject
and the performance of the covenants
as
facilities
have
always
herein
this
including
all
Agreement
premises
hold and enjoy
to the
provided
payment
peaceful
of the
that
leased
and
rent and
to be paid and performed
by Airline
14.31
Section
In
contract
the
with
Most
Favored Nations
event that
any other
the
Air
City shall
Transportation
enter
into
Company
any
with
Airport
Use and
Scheduled
Lease
Service
Agreement
comrriencing
or
similar
70
DAL
Use and
Lease
Agreement-Southwest
16-10051.7293
SWA_00085
103
Case: 16-10051
at the Airport after
operations
contract
contains
then
same bond
the
made
available
16
February
Airline
to
Procedures
rentats
14.32
Sectiofl
This
attached
Notfte
the
the
Use
of contract
as
including
requirements
in this
14.33
as
City
Entire
This Agreement
privileges
by
shalL
This
agreements
maintenance
condition
Transportation
DOT
Vol
Policy
No
30
which
are
64
Companies
any
policy
to
the
amended
Airline
is
provisions of
related
to
reLating
expected to
in
fulLy
Dallas
City
filing
notice
of
Code
breach
comply with the requirements
event of
the
of the
for
requirements
and notice
to cLaims
2-86
Section
claim
in
addition
to
of this
all
other
of claims
the
entire agreement
Airline
upon City unLess
agrees
Parties
or extended
modified discharged
and Airline
of the
that
expressed
in
on the
no representations
writing
subject
except by written
in this
or grant
matter
instrument
of rights
or
Agreement
Subordination
Agreement
between
or
Air
aLl
Register
to
FAA
Caim
constitutes
be binding
14.34
Section
City
to
to apply
to the
pursuant
or
Contract
and automatically
be construed
Federal
agreement
this
Agreement
and may not be changed
duly executed
be concurrently
shaLt
fee waiver
any amendments thereto

Agreement
14.32
Revenue
availabLe
or fees than
charges
by the Administration
Airport
is
rentaLs
Section
promotional
subject
Exhibit
claim against
ordinance
Section
is
of
program
of Contract
Agreement
hereto
this
in
and such lease
of this Agreement
and fees shaR
charges
agreement offered
provided
Date
bond provisions
under the Administrations
eLigible
hereof
Effective
Nothing
Concerning
1999
the
favorable
provisions
fee waiver
promotional
and
more
is
the
subordinate
City
development
precedent
to the
and
of
to
the
the
expenditure
the
provisions
United
States
the
Airport
of funds
for
of
of America
execution
the
and
any
of
which
development
aU
existing
reLative
may
to
be
the
and future
operation
required
of the Airport
as
or any part
thereof
71
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Use and
Lease
Agreement-Southwest
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SWA_00085
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Case: 16-10051
EXECUTED
its
City
No
this
/7L
the
in
Manager
the
08-3403 approved
and through
its
duLy
day
manner
by the
of
___________________
required
DaLLas
authorized
City
by the iky
CounciL
on December
acting
being duLy authorized
10 2008 and
SOUTHWEST
by and through
by Resolution
by AirLine
acting
by
AIRLINES
CO
SUHM
By__________
Ramon
Miguez
Assistant City
APPROVED
By__________
P.E
Bob Montgomery
Vice
Manager
AS TO
THOMAS
City
Charter
by City
officers
CITY OF DALLAS
MARY
2OO
President
Proper
FORM
PERKINS
JR
Attorney
Sarah
Hasib
Assistant City
Attorney
72
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Use
arid
Lease
Agreement-Southwest
16-10051.7295
SWA_00085
105
Case: 16-10051
Document: 00513477355
Page: 177
TAB 6
Case: 16-10051
CaseAMENDMENT
3:15-cv-02069-K
Document
266-6
02/02/16
Page 34 of 36 PageID 8101
October
WRGHT
REFORM ACT
OF 2006 PL
109-352Filed
13 2006 120
PL
109352
13 2006 120
October
UNITED STATES
109th
Congress
Convening
and Deletions
Additions
Vetoed provisions
2005
not
October
Au
Act To amend
Be
material
by the Senate
Act may be
SEC
cited
EXPANDED
192
94
with
regard
to
Exhibit 077
air
is
or
SEC
last
point
or offer
transportation
United
America
of
States
in
Congress assembled
or foreign
to
destination
flights
Government
Act of 1979 Public Law
Competition
and inserting the following
offer for
may
sale
and provide
carrier
service
through
within
any point
through
that
is
Air Transportation
years
after
the date
NONSTOP
provide
air
any action
Texas
to
make
of enactment
of
Aircarriers
and ticketing
96
and
to
or
New Mexico Oldahoma
of
94
35
Stat
amended
as
by
Act
this
TO AND FROM LOVE FIELD TEXAS
passengers
of
District
Act of 1979
Competition
FLIGHTS
transportation
from the United
as
flights
within
the 50
10 per
WHO
Field
operated
and
shall
States
month per
Louisiana Mississippi
Love
take
Air Transportation
thatfollows
all
carriers
TO AND FROM LOVE FIELD TEXAS
FLIGHTS
Columbia
Love
or designate
for
on
or
compensation
nonstop
Field as
an
basis
initial
between
hire
and no
point
Love
official
of entry
or
into
Field
employee
the
United
States
defined
in section 212.2
of
14 Code of Federal Regulations
title
at
Love
Field
Texas
to
CARRIERS
at
air
AT LOVE FIELD TEXAS
FLIGHTS
more than
Arkansas
may
of departure
GENERALCharter
be limited
no
to
relating
Missouri or Alabama.
OF INTERNATIONAL
Government
destinations
space
on the date
provide
shall
air
foreign
States
and
if
29 of the International
repealed
CHARTER
IN
Act of 1979
2006
of
of the International
and any point or points outside the 50 States or the
States
2006
Competition
of the
REGARDING
carrier
striking
transportation
Louisiana Mississippi
TREATMENT
of the Federal
shall
29c
and any United
Texas
Field
subsection
person
3:15-cv-2069-K
Air Transportation
of Representatives
OF PROVISIONS
REPEAL.Section
Texas
3661
REFORM ACT OF
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PL 1093 52
WRIGHT
Session
January
are
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LAWS
PUBLIC
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air
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District
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Texas
New Mexico Oklahoma
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LEASE GATESAll
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16-10051.7623
DELTAOOI 1951
Case: 16-10051
CaseAMENDMENT
3:15-cv-02069-K
Document
266-6
02/02/16
October
WRGHT
REFORM ACT
OF 2006 PL
109-352Filed
13 2006 120.
irregular operations
WHO DO NOT
CARRIERS
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SEC
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title
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or passenger
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AVIATIONNothing
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11 2006 To accommodate
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existing as of
REMOVAL OF GATES AT LOVE FIELDNo

at
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Texas
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soon as practicable
as
Thereafter
pursuant
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and
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LOVE FIELD GATES
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space
LEASE GATESCharter
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IN
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Wright Amendment issues
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unless actions
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.A contract
49
title
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civil
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facilities
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of section 47107
reasonable
to
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and nondiscriminatory
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requirements
Code
States
basis
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air
with
of
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carriers
respect
Field
16-10051.7624
DELTAOOI 1952
Case: 16-10051
CaseAMENDMENT
3:15-cv-02069-K
Document
266-6
02/02/16
October
WRGHT
REFORM ACT
OF 2006 PL
109-352Filed
13 2006 120.
lE
FACILITIESParagraph
shall
at
gates
Love
shall
to
ii to
Field
not
construct
additional
the
require
gates
use gates
facilities
that
remain
Love
at
unless such
after
the
city
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has reduced
number of
the
and
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Dallas
Texas
beyond the 20 gates referred

leases
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Field
with
air
to
in subsection
in order
carriers
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considered
PL 1093 52 2006
airport
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on the date
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of
title
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in
Field
full
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and the
compliance
Code and
area
No
109317
and passed
H.R 5830
3661
Comm on
CONGRESSIONAL RECORD Vol

29
any other
to
respect
13 2006
October
SENATE REPORTS
Sept
to
both
or
expectations
LEGISLATIVE
apply
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area
Aviation
on current
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as
be construed
common
create
SEC
only apply with respect
152
Senate
Commerce
Science
and
Transportation
2006
and House
3661
16-10051.7625
DELTAOOI 1953

Southwest Appeals Delta Ruling

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Copyright:

Southwest Appeals Delta Ruling

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Case: 16-10051

Date Filed: 04/22/2016

Appeal from the United States District Court

Eric W. Pinker, P.C.

Date Filed: 04/22/2016

IDENTITY OF PARTIES AND COUNSEL

Delta Air Lines, Inc.

Counsel for DefendantAppellee:

Counsel for PlaintiffAppellee:

Date Filed: 04/22/2016

Southwest Airlines Co.

Counsel for DefendantAppellant:

Eric W. Pinker, P.C.

Defendant in Trial Court

Virgin America Inc.

Defendant in Trial Court

United Airlines, Inc.

Date Filed: 04/22/2016

Defendant in Trial Court

Seaport Airlines, Inc.

Defendant in Trial Court

United States Department of

Date Filed: 04/22/2016

Defendant in Trial Court

The Federal Aviation

Defendant in Trial Court

American Airlines, Inc.

Date Filed: 04/22/2016

Date Filed: 04/22/2016

STATEMENT REGARDING ORAL ARGUMENT

Date Filed: 04/22/2016

History of Southwest and Love Field ..............................................1

Southwest Preferentially Leases Sixteen Love Field Gates ..........7

Southwest Preferentially Leases Two More Gates ......................11

Southwests Post-Wright Amendment Expansion ......................12

Deltas Request for Accommodation .............................................14

Procedural Background ...................................................................17

Summary of Argument ........................................................................................20

The district court erred in finding that Delta had a

As a matter of law, Delta is not a third-party

The Lease makes no express statement of intent

The district court distorted the text and structure

Date Filed: 04/22/2016

The district courts interpretation is contrary

Deltas declaratory judgment claim does not

As a matter of law, Southwest did not breach any

Unambiguous Lease terms control. ..........................40

Southwest did not breach the unambiguous

At the very least, the district court erred as a

The Citys declaratory judgment claim does not create a

The district court erred by not granting a preliminary

Date Filed: 04/22/2016

Date Filed: 04/22/2016

Cardoni v. Prosperity Bank, 805 F.3d (5th Cir. 2015)......................................... xiii

Date Filed: 04/22/2016

Houston Expl. Co. v. Wellington Underwriting Agencies, Ltd.,

Date Filed: 04/22/2016

Date Filed: 04/22/2016

14 C.F.R. 13.3, 13.5(a), 16.23(a), 16.29(a), 16.109...........................................38

Date Filed: 04/22/2016

Date Filed: 04/22/2016

ABBREVIATIONS AND RECORD REFERENCES

Date Filed: 04/22/2016

Did the trial court err by denying Southwest a preliminary injunction

Date Filed: 04/22/2016

STATEMENT OF THE CASE

History of Southwest and Love Field