Exhibit 10.1 Supplemental Agreement No. 48


    

      Exhibit
        10.1

      


      


      


      Supplemental
        Agreement No. 48

      


      to

      


      Purchase
        Agreement No. 1810

      


      between

      


      THE
        BOEING COMPANY

      


      and

      


      SOUTHWEST
        AIRLINES CO.

      


      


      


      Relating
        to Boeing Model 737-7H4 Aircraft (the Aircraft)

      


      


      


      THIS
        SUPPLEMENTAL AGREEMENT, entered into as of June 15, 2006, by and between
        THE
        BOEING COMPANY, a Delaware corporation with principal offices in Seattle,
        Washington, (Boeing) and SOUTHWEST AIRLINES CO., a Texas corporation with
        principal offices in Dallas, Texas (Buyer);

      


      WHEREAS,
        the parties hereto entered into Purchase Agreement No. 1810 dated January
        19,
        1994, relating to Boeing Model 737-7H4 aircraft (the Agreement)
        and;

       

             
        WHEREAS, Buyer and Boeing (Parties) agreed to correct Table 1 to show Special
        Features amount of ***
        and
        Aircraft Basic Price of ***
        for
        Block T-W-1 / T-W-1a in order to apply escalation factors based on 2nd
        quarter
        2001 forecast to maintain Advance Payment Base Prices as indicated in page
        3 and
        4 of Table 1 as Parties agreed as a part of Supplemental Agreement No. 47
        to the
        Agreement and;

      


      NOW
        THEREFORE, in consideration of the mutual covenants herein contained, the
        parties agree to amend the Agreement as follows:

      


      1.    The
        Table of
        Contents of the Agreement is deleted in its entirety and a new Table of Contents
        is attached hereto and incorporated into the Agreement by this
        reference.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      ***Pursuant
        to 17 CFR 240.24b-2, confidential information has been omitted and has been
        filed separately with the Securities and Exchange Commission pursuant to
        a
        Confidential Treatment Application filed with the
        Commission.

      


      


      2.    Page
        1 of
        Table 1 is replaced by a new page 1 of Table 1 which is attached hereto and
        is
        incorporated into the Agreement by this reference.

      


      


       

      3.    All
        references in the Letter Agreements associated with Purchase Agreement No.
        1810
        shall be deemed to refer to the purchase by Buyer of three hundred seventy
        (370)
        Model 737-7H4 Aircraft, one hundred sixteen (116) Model 737-7H4 Option Aircraft
        and fifty-four (54) Model 737-7H4 Purchase Right Aircraft, to the extent
        such
        reference is not specifically addressed herein.

      


      The
        Agreement will be deemed to be supplemented to the extent herein provided
        and as
        so supplemented will continue in full force and effect.

      


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

      


      
        	
                THE
                  BOEING COMPANY

              	
                SOUTHWEST
                  AIRLINES CO.

              	 
	 	 	 
	 	 	 
	 	 	 
	
                By: 
                  /s/
                  Shinko Wiles

              	
                By: 
                  /s/
                  Laura Wright

              	 
	 	 	 
	
                Its: 
                  Attorney-In-Fact

              	
                Its: 
                  CFO & SVP - Finance

              	 


      

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Table
        1 to

      Purchase
        Agreement No. 1810

      Aircraft
        Information Table

      


      
        	 	 	 	 	 	 
	 	 	
                Base
                  Aircraft Price

              	
                Special
                  Features

              	
                Aircraft
                  Basic Price

              	
                Base
                  Year Dollars

              
	
                Block
                  A, B, C, D & E Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  F & G Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  H Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  I Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  J Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  K Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  K-W Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  L Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1992

              
	
                Block
                  T Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1999

              
	
                Block
                  T-W Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1999

              
	
                Block
                  T-W-1 / T-W-1a Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1999

              
	
                Block
                  T-W-2 / T-W-2a Aircraft

              	
                ***

              	
                ***

              	
                ***

              	
                July
                  1999

              
	 	 	 	 	 	 
	
                Block
                  K-W Aircraft: Block K airplanes with production winglets
                  installation

              	 	 
	
                Block
                  T-W Aircraft: Block T airplanes with production winglets
                  installation

              	 	 
	
                Block
                  T-W-1 / T-W-1a Aircraft: Firm Aircraft contracted to deliver from
                  May 1,
                  2006 through June 2008 at the signing

              
	
                of
                  SA-47 -- (T-W-1a Aircraft -- Advance Payment Schedule per LA
                  6-1162-JGM-669)

              	 	 
	
                Block
                  T-W-2 / T-W-2a Aircraft: U-W-1 Option Aircraft which becomes Firm
                  Aircraft
                  after signing of SA-47 and 

              	 
	
                Firm
                  Aircaft contracted to deliver in July 2008 and on at the signing
                  of SA47
                  -- 

              	 	 
	
                (T-W-2a
                  Aircraft -- Advance Payment Schedule per LA
                  6-1162-JGM-669)

              	 	 
	 	 	 	 	 	 


      

      


      


      


      


      


      


      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      TABLE
        OF
        CONTENTS

      


      


      
        	 	 	
                Page

              	
                SA

              
	 	 	
                Number

              	
                Number

              
	 	 	 	 
	
                ARTICLES

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                1.

              	
                Subject
                  Matter of Sale

              	
                1-1

              	
                SA-13

              
	 	 	 	 
	
                2.

              	
                Delivery,
                  Title and Risk

              	 	 
	 	
                of
                  Loss

              	
                2-1

              	
                SA-28

              
	 	 	 	 
	
                3.

              	
                Price
                  of Aircraft

              	
                3-1

              	
                SA-47

              
	 	 	 	 
	
                4.

              	
                Taxes

              	
                4-1

              	 
	 	 	 	 
	
                5.

              	
                Payment

              	
                5-1

              	 
	 	 	 	 
	
                6.

              	
                Excusable
                  Delay

              	
                6-1

              	 
	 	 	 	 
	
                7.

              	
                Changes
                  to the Detail

              	 	 
	 	
                Specification

              	
                7-1

              	
                SA-1

              
	 	 	 	 
	
                8.

              	
                Federal
                  Aviation Requirements and

              	 	 
	 	
                Certificates
                  and Export License

              	
                8-1

              	 
	 	 	 	 
	
                9.

              	
                Representatives,
                  Inspection,

              	 	 
	 	
                Flights
                  and Test Data

              	
                9-1

              	 
	 	 	 	 
	
                10.

              	
                Assignment,
                  Resale or Lease

              	
                10-1

              	 
	 	 	 	 
	
                11.

              	
                Termination
                  for Certain Events

              	
                11-1

              	 
	 	 	 	 
	
                12.

              	
                Product
                  Assurance; Disclaimer and

              	 	 
	 	
                Release;
                  Exclusion of Liabilities;

              	 	 
	 	
                Customer
                  Support; Indemnification

              	 	 
	 	
                and
                  Insurance

              	
                12-1

              	 
	 	 	 	 
	
                13.

              	
                Buyer
                  Furnished Equipment and

              	 	 
	 	
                Spare
                  Parts

              	
                13-1

              	 
	 	 	 	 
	
                14.

              	
                Contractual
                  Notices and Requests

              	
                14-1

              	 
	 	 	 	 
	
                15.

              	
                Miscellaneous

              	
                15-1

              	 


      

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      TABLE
        OF
        CONTENTS CON'T

      


      
        	 	 	 
	 	 	
                SA

              
	 	 	
                Number

              
	 	 	 
	
                TABLE

              	 	 
	 	 	 
	
                1.

              	
                Aircraft
                  Information Table

              	
                SA-48

              
	 	 	
                (page
                  1 only)

              
	
                2.

              	
                Option
                  Aircraft Information Table

              	
                SA-47

              


      

      


      
        	
                EXHIBITS

              	 	 


      

      


       

      


       

      
        	
                 

                A

                 

              	
                 

                Aircraft
                  Configuration

                 

              	
                 

                SA-47

                 

              
	 	 	 
	
                 

                B

                 

              	
                 

                Product
                  Assurance Document

                 

              	
                 

                SA-1

                 

              
	 	 	 
	
                C

              	
                Customer
                  Support Document

              	 
	 	 	 
	
                D

              	
                Price
                  Adjustments Due to

              	 
	 	
                Economic
                  Fluctuations - Aircraft

              	 
	 	 	 
	
                E

              	
                Buyer
                  Furnished Equipment

              	 
	 	
                Provisions
                  Document

              	 
	 	 	 
	
                F

              	
                Defined
                  Terms Document

              	 


      

      


       

      


      


      LETTER
        AGREEMENTS

      


      


      
        	
                1810-1

              	
                Waiver
                  of Aircraft Demonstration Flight

              	 	 


      

      


      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      TABLE
        OF
        CONTENTS CON'T

      


      
        	 	 	
                SA

              	 	 
	 	 	
                Number

              	 	 
	
                RESTRICTED
                  LETTER AGREEMENTS

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-932R2

              	
                Promotional
                  Support

              	
                SA-13

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-933R20

              	
                ***

              	
                SA-47

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-934R3

              	
                Disclosure
                  of Confidential

              	
                SA-14

              	 	 
	 	
                Information

              	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-935R1

              	
                Performance
                  Guarantees

              	
                SA-1

              	 	 
	 	 	 	 	 
	
                6-1162-NIW-890

              	
                ***

              	
                SA-39

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-936R4

              	
                Certain
                  Contractual Matters

              	
                SA-4

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-937

              	
                Alternate
                  Advance Payment Schedule

              	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-938

              	
                ***

              	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-939R1

              	
                Certification
                  Flight Test Aircraft

              	
                SA-1

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-940R1

              	
                Training
                  Matters

              	
                SA-1

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-941R2

              	
                Other
                  Matters

              	
                SA-13

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-942

              	
                Open
                  Configuration Matters

              	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-943R1

              	
                Substitution
                  Rights

              	
                SA-6

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-944

              	
                Airframe
                  Maintenance Material Cost

              	 	 	 
	 	
                Protection
                  Program

              	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-945

              	
                Comparison
                  of 737-7H4 and 737-3H4

              	 	 	 
	 	
                Block
                  Fuel Burn

              	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-1855R3

              	
                Additional
                  Contractual Matters

              	
                SA-4

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-1856

              	
                ***

              	
                SA-1

              	 	 
	 	 	 	 	 
	
                6-1162-RLL-1857

              	
                Service
                  Ready Validation Program Field Test

              	
                SA-1

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                6-1162-RLL-1858R1

              	
                Escalation
                  Matters

              	
                SA-4

              	 	 


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      TABLE
        OF
        CONTENTS CON'T

      


      


      
        	 	 	
                SA

              
	 	 	
                Number

              
	
                RESTRICTED
                  LETTER AGREEMENTS

              	 	 
	 	 	 
	 	 	 
	
                6-1162-RLL-2036

              	
                Amortization
                  of Costs for

              	 
	 	
                Customer
                  Unique Changes

              	
                SA-1

              
	 	 	 
	
                6-1162-RLL-2037

              	
                Reconciliation
                  of the Aircraft

              	
                SA-1

              
	 	
                Basic
                  Price

              	 
	 	 	 
	
                6-1162-RLL-2073

              	
                Maintenance
                  Training Matters

              	
                SA-1

              
	 	 	 
	
                6-1162-KJJ-054R1

              	
                Business
                  Matters

              	 
	 	 	 
	
                6-1162-KJJ-055R1

              	
                Structural
                  Matters

              	
                SA-25

              
	 	 	 
	
                6-1162-KJJ-056

              	
                Noise
                  and Emission Matters

              	
                SA-13

              
	 	 	 
	
                6-1162-KJJ-057

              	
                Product
                  Development Matters

              	
                SA-13

              
	 	 	 
	
                6-1162-KJJ-058

              	
                Additional
                  Substitution Rights

              	
                SA-13

              
	 	 	 
	
                6-1162-KJJ-150

              	
                Flight
                  Control Computer & Mode

              	
                SA-14

              
	 	
                Control
                  Panel Spares Matter

              	 
	 	 	 
	
                6-1162-MSA-185R3
                  

              	
                Delivery
                  Change Contractual 

              	
                SA-21

              
	 	
                Matters

              	 
	 	 	 
	
                6-1162-JMG-669R7
                  

              	
                ***

              	
                SA-47

              
	 	 	 
	
                6-1162-JMG-747R1

              	
                ***

              	
                SA-36

              
	 	 	 
	
                6-1162-CHL-217

              	
                Rescheduled
                  Flight Test Aircraft

              	
                SA-32
                  

              
	 	 	 
	
                6-1162-NIW-606R1

              	
                ***
                  SA-36

              	 
	 	 	 
	
                6-1162-NIW-640

              	
                Early
                  Delivery of Two April 2004

              	
                SA-35

              
	 	
                Aircraft

              	 
	 	 	 
	
                6-1162-NIW-889

              	
                Warranty
                  - Exterior Color Schemes

              	
                SA-39

              
	 	
                and
                  Markings for YA143 and on

              	 
	 	 	 
	
                6-1162-NIW-1142

              	
                ***

              	
                SA-43

              
	 	 	 
	 	 	 
	
                6-1162-NIW-1369

              	
                ***

              	
                SA-46
                  

              
	 	
                Memorandum