ex10_1.htm


Exhibit 10.1


 CONFIDENTIAL TREATMENT


 






Supplemental Agreement No. 64







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 March 19, 2010, 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, ***;







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.







2.           Letter Agreement No. SWA-PA-1810-LA-1000419 *** 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.


 


 


 




 










P.A. No. 1810                                                                           SA-64-1


SWA







 











 






 




 


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/ Isabelle Sessions                                                                                               By: /s/ Scott Topping                    


Its:    Attorney-In-Fact                                                                                                   Its: VP Treasurer                            


 


 


 


 




 




  





  











  






 



TABLE OF CONTENTS













	
ARTICLES

	      	
Page Number

	
SA Number


	  	  	  	  
	
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

	  





        


 




P.A. No. 1810





K/SWA                               SA-64 











 






 


          


TABLE OF CONTENTS CON'T




 



	
TABLE


 

	  	
SA Number


	
1.

	
Aircraft Information Table


 

	
SA-63


	
2.

	
Option Aircraft Information Table


 

	
SA-63























	
EXHIBITS


 

	  	
SA Number


	
A

	
Aircraft Configuration


 

	
SA-61


	
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


 














 




	
RESTRICTED LETTER AGREEMENTS


 

	  	
SA Number


	
6-1162-RLL-932R2

	
Promotional Support

	
SA-13


 


	
6-1162-RLL-933R21

	
Option Aircraft

	
SA-60


 


	
6-1162-RLL-934R3

	
Disclosure of Confidential Information


 

	
SA-14


	
6-1162-RLL-935R1

	
Performance Guarantees

	
SA-1


 


	
6-1162-NIW-890

	
***

	
SA-39


 


	
6-1162-RLL-936R4

	
Certain Contractual Matters

	
SA-4


 







 



 






P.A. No. 1810





K/SWA                               SA-64 











 






 


 


TABLE OF CONTENTS CON'T




 



	
RESTRICTED LETTER AGREEMENTS CONT’D


 

	  	
SA Number


	
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

	
***


 

	  
	
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


	
6-1162-RLL-2036

	
Amortization of Costs for Customer Unique Changes


 

	
SA-1


	
6-1162-RLL-2037

	
Reconciliation of the Aircraft Basic Price


 

	
SA-1


	
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 Control Panel Spares Matter

	
SA-14


	
6-1162-MSA-185R3

	
Delivery Change Contractual Matters


 

	
SA-21












 




P.A. No. 1810





K/SWA                               SA-64 











 








 


 


TABLE OF CONTENTS CON'T


 








	
RESTRICTED LETTER AGREEMENTS CON’T


 

	  	
SA Number


	
6-1162-JMG-669R8

	
***


 

	
SA-54


	
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 Aircraft


 

	
SA-35


	
6-1162-NIW-889

	
Warranty - Exterior Color Schemes and Markings for YA143 and on

	
SA-39


	
6-1162-NIW-1142

	
***

	
SA-43


 


	
6-1162-NIW-1369

	
***

	
SA-46


 


	
6-1162-NIW-1983

	
***

	
SA-62


 








	
SWA-PA-1810-LA-1000419

	***	
SA64









 








 






P.A. No. 1810





K/SWA                              SA-64 











 











 


 



The Boeing Company


P.O. Box 3707


Seattle, WA  98124-2207


 




 


SWA-PA-1810-LA-1000419












Southwest Airlines, Co.


P.O. Box 36611 – Love Field


Dallas, Texas 75235








	
Subject:

	
***













	
Reference:

	
Purchase Agreement No. PA-1810 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737-700 aircraft (Aircraft)

















This Letter Agreement amends Purchase Agreement No. 1810 dated as of January 19, 1994 (Agreement) between The Boeing Company (Boeing) and Southwest Airlines, Co. (Buyer) relating to Model 737-7H4 aircraft.  All terms used and not defined herein will have the same meaning as in the Agreement.








	
1.  

	
***












In consideration of Buyer’s purchase of NDT inspection equipment for use on Buyer’s 737-300, 737-500 and/or 737-700 fleet, ***









 






































	
2.  

	
Assignment.







The *** are provided in consideration of Customer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft.  This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.


















 




BOEING PROPRIETARY













 






 


 



Southwest Airlines, Co.


SWA-PA-1810-LA-1000419




 


 





	
3.  

	
Confidential Treatment










 




Buyer understands that certain commercial and financial information contained in this Agreement is considered by Boeing as confidential.  Buyer agrees that it will treat this Letter and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity, except as may be required by applicable law or government regulators.












Very truly yours,








	
THE BOEING COMPANY


	  
	
By

	
/s/ Isabelle Sessions    


	  
	
Its

	
Attorney-In-Fact         


	  
	
ACCEPTED AND AGREED TO this


	  
	
Date:

	
March 19, 2010


	  
	
SOUTHWEST AIRLINES, CO.


	  
	
By

	
/s/ Scott Topping        


	  
	
Its

	
V.P. Treasurer               




























 




 






BOEING PROPRIETARY