ex10_1.htm




 


Supplemental Agreement No. 73


 


to


 


Purchase Agreement No. 1810




 


between


 


 


THE BOEING COMPANY


 


and


 


SOUTHWEST AIRLINES CO.


 


 


Relating to Boeing Model 737-7H4 and 737-8H4 Aircraft


 







 


THIS SUPPLEMENTAL AGREEMENT, entered into as of May 31, 2011, 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);


 







 


Buyer and Boeing entered into Purchase Agreement No. 1810 dated January 19, 1994 as amended, and supplemented, (Purchase Agreement) relating to the purchase and sale of Boeing Model 737-7H4 and 737-8H4 aircraft (Aircraft); and this Supplemental Agreement is an amendment to and is incorporated into the Purchase Agreement:







WHEREAS, Boeing and Buyer wish to amend the Purchase Agreement to revise delivery months of two (2) 737-8H4 Aircraft (Subject Aircraft) as specified in the table below.








	
Block

	
MSN

	
Contracted Delivery Month

	
Revised Delivery Month


	
Block T-W-3

	
36683

	
June 2012

	
April 2012


	
Block T-W-3

	
36987

	
June 2012

	
May 2012

















NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase 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 Purchase 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-73-1	                                  
	 	 	                                  





 







 



  











  






2.    Article 1, “Subject Matter of Sale,” is deleted in its entirety and a new Article 1 is attached hereto and incorporated into the Purchase Agreement by this reference.  Such new Article 1 reflects the incorporation of Model 737-8H4 Aircraft.







 


3.    Article 3, “Price of Aircraft,” is deleted in its entirety and a new Article 3 is attached hereto and incorporated into the Purchase Agreement by this reference.







 


4.    Article 7, “Change to Detail Specification,” is deleted in its entirety and a new Article 7 is attached hereto and incorporated into the Purchase Agreement by this reference.







5.                Table 1, “Aircraft Information Table,” is hereby deleted in its entirety and replaced by a new Table 1, attached hereto and incorporated into the Purchase Agreement.  The new Table 1 reflects the revised delivery months for the Subject Aircraft; from June 2012 to April 2012 and May 2012.







 


6.    Exhibit E.2, “Buyer Furnished Equipment Variables 737-8H4 Aircraft,” is hereby deleted in its entirety and replaced by a revised Exhibit E.2, attached hereto and incorporated into the Purchase Agreement.







 


7.    This Supplemental Agreement is contingent on execution of a separate agreement between AirTran Airways, Inc., a wholly owned subsidiary of Buyer, and Boeing (Contingent Agreement).







 


8.    This Supplemental Agreement will become effective upon execution of the Contingent Agreement and this Supplemental Agreement, and receipt by the parties, on or before May 31, 2011, after which date this Supplemental Agreement will be null and void and have no force or effect.







 


The Purchase 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/ Cheri A Fischer                                           By: /s/ Scott Topping                                           


 


 


 


Its:    Attorney-In-Fact                                           Its:  VP Treasurer                                           


 


 




  






  

 



	 P.A. No. 1810	 SA-73-2	                                 
	 	 	                                  





 




  











  












TABLE OF CONTENTS







                                                               



	 	 	 Page	 SA
	 	 	 Number	  Number
	 	 	 	 
	 ARTICLES	 	 	 
	 	 	 	 
	
1.

	
Subject Matter of Sale

	
1-1

	
SA-73


	  	  	  	  
	
2.

	
Delivery, Title and Risk of Loss

	
2-1

	SA-28
	 	 	 	  
	
3.

	
Price of Aircraft

	
3-1

	
SA-73


	  	  	  	  
	
4.

	
Taxes

	
4-1

	  
	  	  	  	  
	
5.

	
Payment

	
5-1

	  
	  	  	  	  
	
6.

	
Excusable Delay

	
6-1

	  
	  	  	  	  
	
7.

	
Changes to the Detail Specification

	7-1	  SA-73
	 	 	 	  
	
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	 	SA-73
	 K/SWA	 	                                  





 




  










  











TABLE OF CONTENTS CON'T





	 	 	 	 SA
	 	 	 	 Number
	 	 	 	 
	 TABLE	 	 	 
	 	 	 	 
	
1.                              

	
Aircraft Information Table

	 	SA-73
	  	  	 	 
	 2.	Option Aircraft Information Table	 	 SA-66  
	 	 	 	 
	
EXHIBITS

	 	 	 
	A	
737-700 Aircraft Configuration

	 	
 


	 	 Exhibit A-4	SA-66	 
	 	 Exhibit A-1A	 	SA-69 
	 	 	 	 
	A.2	
737-800 Aircraft Configuration

	  	
SA-71


	 	 	 	 
	B	Product Assurance Document	SA-1	 
	 	 	 	 
	C	Customer Support Document	 	 
	 	 	 	 
	C.2	
737-800 Customer Support Documeny

	  	
SA-71


	 	 	 	 
	
D           

	
Price Adjustments Due to Economic Fluctuations - Aircraft

	  	
                           


	 	 	 	 
	E	Buyer Furnished Equipment Provisions Document	 	 
	 	 	 	 
	E.2	
737-800 Buyer Furnished Equipment

	
 

	SA-73 
	 	 	 	 
	
F                              

	Defined Terms Document  	  	  
	 	 	 	 
	
LETTER AGREEMENTS

	  	  	
                            


	 	 	 	 
	1810-1  	Waiver of Aircraft Demonstration Flight	 	 









  





  



  

 



	 P.A. No. 1810	 	SA-73
	 K/SWA	 	                                  





 












  













TABLE OF CONTENTS CON'T


 




	 	 	 	SA 
	 	 	 	Number
	
RESTRICTED LETTER AGREEMENTS

	 	 	 
	 	 	 	 
	6-1162-RLL-932R2 	Promotional Support 	 	
SA-13


	 	 	 	 
	6-1162-RLL-933R21 	Option Aircraft 	 	
SA-60


	 	 	 	 
	
6-1162-RLL-934R4     

	Disclosure of Confidential Information	 	
SA-71


	  	 	  	
 


	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 	 ***	 	 
	 	 	 	 
	
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











  





  



  

 



	 P.A. No. 1810	 	SA-73
	 K/SWA	 	                                  





 












  











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 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-058R1 	Additional Substitution Rights 	 	SA-71 
	 	 	 	 
	6-1162-KJJ-150 	Flight Control Computer & Mode Control Panel Spares Matter	 	SA-14
	
 

	  	 	  
	
6-1162-MSA-185R3

	Delivery Change Contractual Matters	 	

SA-21




	  	 	 	  
	
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





 




  





  


 

  

 



	 P.A. No. 1810	 	SA-73
	 K/SWA	 	                                  





 












  






	 	 	 	 
	6-1162-NIW-1369  	***   	 	SA-46  
	  	 	  	
 


	6-1162-NIW-1983  	
***

	 	SA-62 
	 	 	 	 
	SWA-PA-1810-LA-1000419 	***	 	SA-64
	 	 	 	 
	SWA-PA-1810-LA-1001315 	***	 	SA-66  
	 	 	 	 
	SWA-PA-1810-LA-02710 	***	 	SA-72 
	 	 	 	 
	SWA-PA-1810-LA-100398 	737-800 Promotional Support 	 	SA-71
	 	 	 	 
	
SWA-PA-1810-LA-1003490

	***  	  	
SA-71   


	  	 	  	
 


	SWA-PA-1810-LA-1003367  	***  	  	
SA-71











  





  



  

 



	 P.A. No. 1810	 	SA-73
	 K/SWA	 	                                  





 












  











ARTICLE 1.                      Subject Matter of Sale.


 


 


1.1           The Aircraft.


 


 


        1.1.1                  The Aircraft – Model 737-700 (Block A through L and Block T).    Subject to the terms and conditions of this Agreement, Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Boeing of the Boeing Model 737-7H4 aircraft listed in Table 1, “Aircraft Information Table,” of this Agreement which are identified therein as the Block A through L Aircraft, and Block T Aircraft (including Block T-W, T-W-1/T-W-1a, T-W-2/T-W-2a, T-W-2b, and T-W-2c), collectively referred to as the “737-7H4 Aircraft,” and manufactured in accordance with the configuration described in Exhibit A, Exhibit A-Winglet, Exhibit A-1-Winglet, Exhibit A-1A, Exhibit A-2, Exhibit A-3, or Exhibit A-4, as applicable, as modified from time to time in accordance with this Agreement (737-7H4 Detail Specification).


 


 


        1.1.2                  The Aircraft – Model 737-800 (Block T-W-3).    Subject to the terms and conditions of this Agreement, Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Boeing of the Boeing Model 737-8H4 aircraft listed in Table 1, “Aircraft Information Table,” to this Agreement which are identified therein as the Block T-W-3 Aircraft, referred to as the “737-8H4 Aircraft,” and manufactured in accordance with the configuration described in Exhibit A.2, as modified from time to time in accordance with this Agreement (737-8H4 Detail Specification).


 


 


        1.1.4                  The 737-7H4 Aircraft and 737-8H4 Aircraft described in this Article 1 shall be collectively referred to as the Aircraft (the Aircraft); and


 


 


        1.1.5                  The 737-7H4 Detail Specification and 737-8H4 Detail Specification described in this Article 1 shall be collectively referred to as the Detail Specification (Detail Specification).


 


 


1.2           Additional Goods and Services.  In connection with the sale of the Aircraft, Boeing will also provide to Buyer certain other things under this Agreement, including data, documents, training and services, all as described in this Agreement.


 


 


1.3           ***


 


 




  





  



  

 



	 P.A. No. 1810	1 - 1	SA-73
	 K/SWA	 	                                  





 












  






1.4           Defined Terms.  For ease of use, certain terms are treated as defined terms in this Agreement.  Such terms are identified with a capital letter and set forth and/or defined in Exhibit F.


 



 




  





  



  

 



	 P.A. No. 1810	1 - 2	SA-73
	 K/SWA	 	                                  





 












  








ARTICLE 3.                      Price of Aircraft.


 


 


3.1           Definitions.


 


 


3.1.1           Special Features are the features incorporated in Exhibit A, Exhibit A-Winglet, Exhibit A-1-Winglet, Exhibit A-1A, Exhibit A-3, Exhibit A-4 or Exhibit A.2, collectively referred to as “Exhibit A,” as applicable, which have been selected by Buyer.


 







 


3.1.2           Base Aircraft Price is the Aircraft Basic Price excluding the price of Special Features.


 







 


3.1.3           Aircraft Basic Price is comprised of the Base Aircraft Price and the price of the Special Features.


 







 


3.1.4           Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Aircraft and Special Features) as calculated pursuant to Exhibit D or Exhibit D-1 as applicable.


 







 


3.1.5           Aircraft Price is the total amount Buyer is to pay for the Aircraft at the time of delivery.


 


 


3.2           Aircraft Basic Price.


 


 


The Aircraft Basic Price for Block A through L Aircraft, is expressed in July 1992 dollars; the Aircraft Basic Price for Block T Aircraft, Block T-W Aircraft, Block T-W-1 Aircraft, Block T-W-1a Aircraft, Block T-W-2 Aircraft Block T-W-2a Aircraft, Block T-W-2b, Block T-W-2c and Block T-W-3 is expressed in July 1999 dollars as set forth in Table 1 of the Agreement.


 


 


3.3           Aircraft Price.  The Aircraft Price will be established at the time of delivery of such Aircraft to Buyer and will be the sum of:


 


 


3.3.1           the Aircraft Basic Price, which is *** for the Block A, B, C, D and E Aircraft, *** for the Block F and G Aircraft, *** for the Block H Aircraft, *** for the Block I Aircraft, *** for the Block J Aircraft, *** for the Block K Aircraft and *** for the Block L Aircraft, ***


 




  





  



  

 



	 P.A. No. 1810	7 - 1	SA-73
	 K/SWA	 	                                  





 












  






for the Block T Aircraft, *** for the Block T-W Aircraft, *** for the Block T-W-1 Aircraft, the Block T-W-1a Aircraft, the Block T-W-2 Aircraft, the Block T-W-2a, *** for the Block T-W-2b Aircraft, *** for the Block T-W-3 Aircraft and  *** for the Block T-W-2c Aircraft; plus


 


 


3.3.2           the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to the formulas set forth in Exhibit D (Price Adjustments Due to Economic Fluctuations - Aircraft) for Aircraft Block A through L, and in Exhibit D-1 (Price Adjustments Due to Economic Fluctuations - Aircraft) for Aircraft Block T, Aircraft Block T-W, Aircraft Block T-W-1, Aircraft Block T-W-1a, Aircraft Block T-W-2, Aircraft Block T-W-2a, Aircraft Block T-W-2b, Aircraft Block T-W-2c and Aircraft Block T-W-3 ; plus


 


 


3.3.3           other price adjustments made pursuant to this Agreement or other written agreements executed by Boeing and Buyer.


 


 


3.4           Advance Payment Base Price.


 


 


3.4.1           Advance Payment Base Price.  For advance payment purposes, the following estimated delivery prices of the Aircraft (Advance Payment Base Price) have been established, using currently available forecasts of the escalation factors used by Boeing as of the date of signing this Agreement.  The Advance Payment Base Price of each Aircraft is set forth in Table 1.


 


 


3.4.2           Adjustment of Advance Payment Base Prices - Long-Lead Aircraft.  For Aircraft scheduled for delivery 36 months or more after the date of this Agreement, the Advance Payment Base Prices appearing in Table 1 will be used to determine the amount of the first advance payment to be made by Buyer on the Aircraft.  No later than 25 months before the scheduled month of delivery of each affected Aircraft, Boeing will increase or decrease the Advance Payment Base Price of such Aircraft as required to reflect the effects of (i) any adjustments in the Aircraft Basic Price pursuant to this Agreement and (ii) the then-current forecasted escalation factors used by Boeing.  Boeing will provide the adjusted Advance Payment Base Prices for each affected Aircraft to Buyer, and the advance payment schedule will be considered amended to substitute such adjusted Advance Payment Base Prices.


 




  





  



  

 



	 P.A. No. 1810	3 - 2	SA-73
	 K/SWA	 	                                  





 












  






 



	
ARTICLE 7.

	
Changes to the Detail Specification.







 







 


7.1           Development Changes.  Boeing may, at its own expense and without Buyer's consent, incorporate Development Changes in the Detail Specification and the Aircraft prior to delivery to Buyer.  Development Changes are defined as changes to ***  If Boeing makes changes pursuant to this paragraph, Boeing will promptly notify Buyer of such changes.


 







 


7.2           Change Orders.  The Detail Specification and associated provisions of this Agreement may be amended by Change Order or other written agreement, which will state the particular changes to be made and any effect on design, performance, weight, balance, time of delivery, Aircraft Basic Price and Advance Payment Base Price.


 







  





  



  

 



	 P.A. No. 1810	7 - 1	SA-73
	 K/SWA	 	                                  





 












  














Table 1 to


Purchase Agreement No. 1810


Aircraft Information Table










	  	  	
Base Aircraft Price

	
Special Features

	
Aircraft Basic Price


	
Block A, B, C, D & E Aircraft

	
***

	
***

	
***


	
Block F & G Aircraft

	
***

	
***

	
***


	
Block H Aircraft

	  	
***

	
***

	
***


	
Block I Aircraft

	  	
***

	
***

	
***


	
Block J Aircraft

	  	
***

	
***

	
***


	
Block K Aircraft

	  	
***

	
***

	
***


	
Block K-W Aircraft

	
***

	
***

	
***


	
Block L Aircraft

	  	
***

	
***

	
***


	
Block T Aircraft

	  	
***

	
***

	
***


	
Block T-W Aircraft

	  	
***

	
***

	
***


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

	
***

	
***

	
***


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

	
***

	
***

	
***


	
Block T-W-2b Aircraft*

	
***

	
***

	
***


	
Block T-W-2c Aircraft***

	
***

	
***

	
***


	
Block T-W-3 Aircraft**

	
***

	
***

	
***


	  	  	  	  	  
	
notes:

	  	  	  	  
	
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 became Firm Aircraft after signing of SA-47 and


	
Firm Aircraft contracted to deliver in July 2008 forward at the signing of SA47 --


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


	
Exhibit A-2 applies to Block T-W-2 / T-W-2a Aircraft delivering through Dec 2009 and the first Aircraft delivering in Jan 2010


	
Exhibit A-3 applies to Block T-W-2 / T-W-2a  Aircraft the second Aircraft delivering in Jan 2010 and on


	
Block T-W-2b Aircraft - Advance Payment Schedule per LA SWA-PA-1810-LA-1001315;


	
* Exhibit A-4 applies to Block T-W-2b Aircraft as identified in Exhibit A-4 to the Purchase Agreement^


	
***Exhibit A-1A applies to Block T-W-2c Aircraft per SA69

	 
	
Block T-W-3 Aircraft (Substitute Aircraft per SA71) - Advance Payment Schedule per LA SWA-PA-1810-1001315


	
**First minor model Special Features price =*** due to non-recuring charges^^


	
**Exhibit A.2 applies to Block T-W-3 Aircraft


	  	  	  	  	  





 



	  	  	  	
Escalation Estimate

	  
	
Delivery

	
Number of

	
Aircraft

	
Adv Payment Base

	  
	
Date

	
Aircraft

	
Block

	
Price Per A/P

	
Serial Number


	
Oct-1998

	
1

	
F

	
***

	  
	
Nov-1998

	
2

	
F

	
***

	  
	
Dec-1998

	
2

	
F

	
***

	  
	
Mar-1999

	
2

	
G

	
***

	  
	
Jun-1999

	
2

	
H

	
***

	  
	
Jul-1999

	
1

	
H

	
***

	  
	
Aug-1999

	
1

	
H

	
***

	  
	
Sep-1999

	
2

	
H

	
***

	  
	
Oct-1999

	
1

	
H

	
***

	  
	
Oct-1999

	
1

	
L

	
***

	  







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




  






 



	 SWA - PA 1810	 Page 1	 SA - 73
	 ^APR54184	 	 2Q2010 Forecast





 










 


 


 




 








Table 1 to


Purchase Agreement No. 1810


Aircraft Information Table











	
Nov-1999

	
2

	
L

	
***

	  
	
Dec-1999

	
1

	
L

	
***

	  
	
Mar-2000

	
1

	
H

	
***

	  
	
Apr-2000

	
2

	
H

	
***

	  
	
Jun-2000

	
3

	
L

	
***

	  
	
Jul-2000

	
3

	
L

	
***

	  
	
Sep-2000

	
1

	
H

	
***

	  
	
Sep-2000

	
1

	
L

	
***

	  
	
Oct-2000

	
2

	
H

	
***

	  
	
Oct-2000

	
1

	
L

	
***

	  
	
Nov-2000

	
4

	
L

	
***

	  
	
Dec-2000

	
2

	
E

	
***

	  
	
Dec-2000

	
1

	
L

	
***

	  
	
Jan-2001

	
1

	
E

	
***

	  
	
Jan-2001

	
1

	
L

	
***

	  
	
Feb-2001

	
1

	
E

	
***

	  
	
Feb-2001

	
1

	
L

	
***

	  
	
Mar-2001

	
2

	
E

	
***

	  
	
Mar-2001

	
2

	
H

	
***

	  
	
Apr-2001

	
1

	
H

	
***

	  
	
Jun-2001

	
3

	
E

	
***

	  
	
Jul-2001

	
1

	
L

	
***

	  
	
Sep-2001

	
3

	
E

	
***

	  
	
Sep-2001

	
1

	
L

	
***

	  
	
Oct-2001

	
3

	
H

	
***

	  
	
Oct-2001

	
1

	
L

	
***

	  
	
Nov-2001

	
2

	
I

	
***

	  
	
Nov-2001

	
1

	
T

	
***

	  
	
Dec-2001

	
1

	
I

	
***

	  
	
Jan-2002

	
1

	
I

	
***

	  
	
Feb-2002

	
1

	
T

	
***

	  
	
Mar-2002

	
4

	
I

	
***

	  
	
Apr-2002

	
2

	
I

	
***

	  
	
Nov-2002

	
1

	
J

	
***

	  
	
Dec-2002

	
2

	
I

	
***

	  
	
Dec-2002

	
1

	
J

	
***

	  
	
Mar-2003

	
2

	
L

	
***

	  
	
May-2003

	
1

	
I

	
***

	  
	
Jun-2003

	
2

	
I

	
***

	  
	
Jul-2003

	
1

	
I

	
***

	  
	
Jul-2003

	
1

	
L

	
***

	  
	
Aug-2003

	
1

	
I

	
***

	  
	
Aug-2003

	
2

	
L

	
***

	  
	
Sep-2003

	
3

	
I

	
***

	  
	
Nov-2003

	
2

	
J

	
***

	  
	
Dec-2003

	
2

	
J

	
***

	  
	
Jan-2004

	
2

	
T

	
***

	  
	
Feb-2004

	
1

	
T

	
***

	  
	
Mar-2004

	
1

	
J

	
***

	  
	
Mar-2004

	
1

	
K

	
***

	  
	
Apr-2004

	
3

	
K

	
***

	  
	
Apr-2004

	
3

	
T

	
***

	  
	
May-2004

	
1

	
K

	
***

	  
	
May-2004

	
1

	
T

	
***

	  
	
Jun-2004

	
2

	
K

	
***

	  
	
Jun-2004

	
6

	
T

	
***

	  



 




  







 



	 SWA - PA 1810	 Page 2	 SA - 73
	 ^APR54184	 	 2Q2010 Forecast





 
















Table 1 to


Purchase Agreement No. 1810


Aircraft Information Table









	
Jul-2004

	
2

	
K

	
***

	  
	
Jul-2004

	
2

	
T

	
***

	  
	
Aug-2004

	
6

	
T-W

	
***

	  
	
Sep-2004

	
1

	
K-W

	
***

	  
	
Sep-2004

	
4

	
T-W

	
***

	  
	
Oct-2004

	
4

	
K-W

	
***

	  
	
Oct-2004

	
0

	
T-W

	
***

	  
	
Nov-2004

	
3

	
T-W

	
***

	  
	
Dec-2004

	
3

	
T-W

	
***

	  
	
Jan-2005

	
5

	
T-W

	
***

	  
	
Feb-2005

	
3

	
T-W

	
***

	  
	
Mar-2005

	
4

	
T-W

	
***

	  
	
Apr-2005

	
4

	
T-W

	
***

	  
	
May-2005

	
2

	
T-W

	
***

	  
	
Jun-2005

	
4

	
T-W

	
***

	  
	
Jul-2005

	
2

	
T-W

	
***

	  
	
Aug-2005

	
2

	
T-W

	
***

	  
	
Sep-2005

	
3

	
T-W

	
***

	  
	
Oct-2005

	
2

	
T-W

	
***

	  
	
Nov-2005

	
2

	
T-W

	
***

	  
	
Dec-2005

	
1

	
T-W

	
***

	  
	
Jan-2006

	
1

	
T-W

	
***

	  
	
Feb-2006

	
4

	
T-W

	
***

	  
	
Mar-2006

	
3

	
T-W

	
***

	  
	
Apr-2006

	
2

	
T-W

	
***

	  
	
May-2006

	
5

	
T-W-1

	
***

	  
	
Jun-2006

	
5

	
T-W-1

	
***

	  
	
Jul-2006

	
3

	
T-W-1

	
***

	  
	
Aug-2006

	
3

	
T-W-1

	
***

	  
	
Sep-2006

	
3

	
T-W-1

	
***

	  
	
Oct-2006

	
1

	
T-W-1

	
***

	  
	
Nov-2006

	
2

	
T-W-1

	
***

	  
	
Dec-2006

	
2

	
T-W-1

	
***

	  
	
Jan-2007

	
2

	
T-W-1

	
***

	  
	
Feb-2007

	
3

	
T-W-1

	
***

	  
	
Mar-2007

	
2

	
T-W-1

	
***

	  
	
Apr-2007

	
3

	
T-W-1

	
***

	  
	
May-2007

	
3

	
T-W-1

	
***

	  
	
Jun-2007

	
2

	
T-W-1

	
***

	  
	
Jun-2007

	
1

	
T-W-1a

	
***

	
36528


	
Jul-2007

	
2

	
T-W-1

	
***

	  
	
Jul-2007

	
1

	
T-W-1a

	
***

	
36610


	
Aug-2007

	
2

	
T-W-1

	
***

	  
	
Aug-2007

	
3

	
T-W-1a

	
***

	
36611, 36632 & 36633


	
Sep-2007

	
2

	
T-W-1

	
***

	  
	
Sep-2007

	
1

	
T-W-1a

	
***

	
36612


	
Oct-2007

	
3

	
T-W-1

	
***

	  
	
Oct-2007

	
1

	
T-W-1a

	
***

	
36613


	
Nov-2007

	
1

	
T-W-1

	
***

	  
	
Nov-2007

	
1

	
T-W-1a

	
***

	
36614


	
Dec-2007

	
2

	
T-W-1

	
***

	  
	
Dec-2007

	
1

	
T-W-1a

	
***

	
36615


	
Jan-2008

	
1

	
T-W-1

	
***

	  
	
Jan-2008

	
2

	
T-W-1a

	
***

	
36616 & 36617


	
Jan-2008

	
1

	
T-W-2

	
***

	
36887


	
Feb-2008

	
1

	
T-W-1

	
***

	  





 




  





  




 



	 SWA - PA 1810	 Page 3	 SA - 73
	 ^APR54184	 	 2Q2010 Forecast





 











Table 1 to




Purchase Agreement No. 1810


Aircraft Information Table









	
Feb-2008

	
3

	
T-W-1a

	
***

	
36618, 36619 & 36620


	
Mar-2008

	
1

	
T-W-1

	
***

	  
	
Mar-2008

	
2

	
T-W-1a

	
***

	
36621 & 36622


	
Mar-2008

	
1

	
T-W-2

	
***

	
36888


	
Apr-2008

	
1

	
T-W-1

	
***

	  
	
Apr-2008

	
2

	
T-W-1a

	
***

	
36623 & 36624


	
May-2008

	
1

	
T-W-1

	
***

	  
	
May-2008

	
2

	
T-W-1a

	
***

	
36625 & 36626


	
Jun-2008

	
1

	
T-W-1

	
***

	  
	
Jun-2008

	
2

	
T-W-1a

	
***

	
36627 & 36628


	
Jul-2008

	
2

	
T-W-2a

	
***

	  
	
Jul-2008

	
2

	
T-W-2

	
***

	
36889 & 36890


	
Aug-2008

	
1

	
T-W-2a

	
***

	  
	
Oct-2008

	
1

	
T-W-2a

	
***

	  
	
Nov-2008

	
1

	
T-W-2a

	
***

	  
	
Dec-2008

	
1

	
T-W-2a

	
***

	  
	
Jan-2009

	
1

	
T-W-2a

	
***

	  
	
Feb-2009

	
2

	
T-W-2a

	
***

	  
	
Mar-2009

	
2

	
T-W-2a

	
***

	  
	
Apr-2009

	
2

	
T-W-2a

	
***

	  
	
Apr-2009

	
1

	
T-W-2

	
***

	
36900


	
May-2009

	
2

	
T-W-2a

	
***

	  
	
Jan-2010

	
1

	
T-W-2

	
***

	
36913


	
Feb-2010

	
1

	
T-W-2a

	
***

	
36659


	
Mar-2010

	
1

	
T-W-2a

	
***

	
36660


	
Mar-2010

	
1

	
T-W-2

	
***

	
36918


	
May-2010

	
1

	
T-W-2a

	
***

	
36662


	
May-2010

	
1

	
T-W-2

	
***

	
36924


	
Jun-2010

	
1

	
T-W-2a

	
***

	
36663


	
Jul-2010

	
1

	
T-W-2a

	
***

	
36664


	
Aug-2010

	
1

	
T-W-2a

	
***

	
36665


	
Oct-2010

	
1

	
T-W-2b

	
***

	
36667


	
Dec-2010

	
1

	
T-W-2b

	
***

	
36668


	
Feb-2011

	
1

	
T-W-2b

	
***

	
36669


	
March-11

	
1

	
T-W-2b

	
***

	
36671


	
March-11

	
1

	
T-W-2c

	
***

	
36726


	
April-11

	
1

	
T-W-2b

	
***

	
36672


	
April-11

	
1

	
T-W-2c

	
***

	
33936


	
May-11

	
1

	
T-W-2b

	
***

	
36673


	
May-11

	
1

	
T-W-2b

	
***

	
41528


	
June-11

	
1

	
T-W-2b

	
***

	
36674


	
July-11

	
3

	
T-W-2b

	
***

	
36675, 36963, 36962


	
August-11

	
2

	
T-W-2b

	
***

	
36676, 36965


	
September-11

	
2

	
T-W-2b

	
***

	
36677, 36966


	
Oct-2011

	
1

	
T-W-2b

	
***

	
36967


	
Dec-2011

	
2

	
T-W-2b

	
***

	
36679, TBD


	
Mar-2012

	
1

	
T-W-3

	
***

	
36680


	
Mar-2012

	
1

	
T-W-3

	
***

	
36980


	
Apr-2012

	
3

	
T-W-3

	
***

	
36681, 36983, 36683


	
May-2012

	
3

	
T-W-3

	
***

	
36682, 36985, 36987


	
Jul-2012

	
2

	
T-W-3

	
***

	
36684, 36990


	
Aug-2012

	
2

	
T-W-3

	
***

	
36685, 36992


	
Sep-2012

	
2

	
T-W-3

	
***

	
36686, 36994


	
Oct-2012

	
2

	
T-W-3

	
***

	
36687, 36997


	
Nov-2012

	
2

	
T-W-3

	
***

	
37005, 37003


	
Dec-2012

	
2

	
T-W-3

	
***

	
37006, 37009







 




  





  




 



	 SWA - PA 1810	 Page 4	 SA - 73
	 ^APR54184	 	 2Q2010 Forecast





 












Table 1 to




Purchase Agreement No. 1810


Aircraft Information Table











	
Jan-2013

	
2

	
T-W-2b

	
***

	
36891, 36634


	
Feb-2013

	
1

	
T-W-2b

	
***

	
36635


	
Mar-2013

	
2

	
T-W-2b

	
***

	
36892, 36638


	
Apr-2013

	
1

	
T-W-2b

	
***

	
36893


	
May-2013

	
1

	
T-W-2b

	
***

	
36894


	
Jun-2013

	
2

	
T-W-2b

	
***

	
36895, 36896


	
Jul-2013

	
1

	
T-W-2b

	
***

	
36897


	
Aug-2013

	
2

	
T-W-2b

	
***

	
36898, 36905


	
Sep-2013

	
2

	
T-W-2b

	
***

	
36907, 36911


	
Oct-2013

	
2

	
T-W-2b

	
***

	
36912, 36914


	
Nov-2013

	
1

	
T-W-2b

	
***

	
36915


	
Dec-2013

	
2

	
T-W-2b

	
***

	
36917, 36919


	
Jan-2014

	
2

	
T-W-2b

	
***

	
36920, 36909


	
Feb-2014

	
2

	
T-W-2b

	
***

	
36922, 36910


	
Mar-2014

	
3

	
T-W-2b

	
***

	
36943, 36927, 36925


	
Apr-2014

	
2

	
T-W-2b

	
***

	
36944, 36929


	
May-2014

	
1

	
T-W-2b

	
***

	
36946


	
Jun-2014

	
2

	
T-W-2b

	
***

	
36968, 36949


	
Jul-2014

	
1

	
T-W-2b

	
***

	
36951


	
Aug-2014

	
3

	
T-W-2b

	
***

	
36928, 36952, 37019


	
Sep-2014

	
1

	
T-W-2b

	
***

	
36954


	
Oct-2014

	
2

	
T-W-2b

	
***

	
36957, 37034


	
Nov-2014

	
1

	
T-W-2b

	
***

	
36971


	
Dec-2014

	
1

	
T-W-2b

	
***

	
37037


	
Jan-2015

	
1

	
T-W-2b

	
***

	
36899


	
Feb-2015

	
1

	
T-W-2b

	
***

	
36901


	
Mar-2015

	
2

	
T-W-2b

	
***

	
36902, 36936


	
Apr-2015

	
2

	
T-W-2b

	
***

	
36649, 36652


	
May-2015

	
1

	
T-W-2b

	
***

	
36903


	
Jun-2015

	
2

	
T-W-2b

	
***

	
36906, 36654


	
Jul-2015

	
1

	
T-W-2b

	
***

	
36655


	
Aug-2015

	
1

	
T-W-2b

	
***

	
36656


	
Sep-2015

	
1

	
T-W-2b

	
***

	
36657


	
Oct-2015

	
1

	
T-W-2b

	
***

	
36937


	
Dec-2015

	
1

	
T-W-2b

	
***

	
36941


	
Jan-2016

	
1

	
T-W-2b

	
***

	
36650


	
Feb-2016

	
2

	
T-W-2b

	
***

	
36904, 36932


	
Mar-2016

	
1

	
T-W-2b

	
***

	
36651


	
Apr-2016

	
2

	
T-W-2b

	
***

	
36653, 36938


	
May-2016

	
2

	
T-W-2b

	
***

	
36658, 36939


	
Jun-2016

	
1

	
T-W-2b

	
***

	
36916


	
Jul-2016

	
2

	
T-W-2b

	
***

	
36921, 36945


	
Aug-2016

	
1

	
T-W-2b

	
***

	
36678^


	
Aug-2016

	
1

	
T-W-2b

	
***

	
36661


	
Sep-2016

	
1

	
T-W-2b

	
***

	
36977^


	
Sep-2016

	
1

	
T-W-2b

	
***

	
36923


	
Oct-2016

	
1

	
T-W-2b

	
***

	
36666


	
Nov-2016

	
1

	
T-W-2b

	
***

	
36670
















 









  





  




 



	 SWA - PA 1810	 Page 5	 SA - 73
	 ^APR54184	 	 2Q2010 Forecast





 












  


























BUYER FURNISHED EQUIPMENT VARIABLES







between







THE BOEING COMPANY







and







SOUTHWEST AIRLINES CO.







Exhibit E.2 to Purchase Agreement Number PA-1810







 


737-8H4 Aircraft


 











                                                                                                                                                                                                                    



  



  

 



	 Exhibit E.2 – 737-8H4 Aircraft	 	           SA-73
	 	 BOEING PROPRIETARY	          Page 1





 


















BUYER FURNISHED EQUIPMENT VARIABLES


 







relating to







BOEING MODEL 737-8H4 AIRCRAFT












 


This Exhibit E.2 contains supplier selection dates, on-dock dates and other requirements applicable to the 737-8H4 Aircraft and incorporates all terms and conditions contained in Buyer Furnished Equipment Provisions Document as Exhibit E to the Purchase Agreement.


 







 


Supplier Selection.


Customer will select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:


 







 



	
Galley System

	
March 1, 2011


	  	  
	
Galley Inserts

	
March 1, 2011


	  	  
	
Seats (passenger)

	
January 17, 2011


	
 


Miscellaneous Emergency Equipment

	
March 1, 2011


	  	  










 


On-dock Dates and Other Information.


 


On or before April, 2011 Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC).  These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE.  For planning purposes, preliminary BFE on-dock dates are set forth below:


 







 







 



	
Item

	
Preliminary On-Dock Dates


Month of Delivery


 


	  	
March 2012 (2)


Aircraft

	
April 2012 (3)


Aircraft


	
Seats

	
1/23/2012

	
2/21/2012


	
Galleys/Furnishings

	
1/16/2012

	
2/14/2012


	
Antennas & Mounting Equipment

	
11/23/2011

	
12/21/2011


	
Avionics

	
1/16/2012

	
2/14/2012





 




  





  



  

 



	 Exhibit E.2 – 737-8H4 Aircraft	 	           SA-73
	 	 BOEING PROPRIETARY	           Page 2





 












  






	
Cabin Systems Equipment

	
1/16/2012

	
2/14/2012


	
Miscellaneous Emergency Equipment

	
1/16/2012

	
2/14/2012


	
Textiles/Raw Material

	
9/29/2011

	
10/28/2011


	
Cargo Systems


(Single Aisle Programs)

	
1/3/2012

	
1/31/2012


	
Provision Kits


(Single Aisle Programs)

	
9/2/2011

	
9/30/2011


	
Radomes (Single Aisle Programs)

	
12/16/2011

	
1/13/2012












 







 







 



	
Item

	
Preliminary On-Dock Dates


Month of Delivery


 


	  	
May 2012 (3)


Aircraft

	  
	
Seats

	
3/22/2012

	  
	
Galleys/Furnishings

	
3/15/2012

	  
	
Antennas & Mounting Equipment

	
1/23/2012

	  
	
Avionics

	
3/15/2012

	  
	
Cabin Systems Equipment

	
3/15/2012

	  
	
Miscellaneous Emergency Equipment

	
3/15/2012

	  
	
Textiles/Raw Material

	
12/1/2011

	  
	
Cargo Systems


(Single Aisle Programs)

	
3/1/2012

	  
	
Provision Kits


(Single Aisle Programs)

	
11/1/2011

	  
	
Radomes (Single Aisle Programs)

	
3/22/2012

	  
	
Item

	
Preliminary On-Dock Dates


Month of Delivery


 


	  	
July 2012 (2)


Aircraft

	
August 2012 (2)


Aircraft


	
Seats

	
5/22/2012

	
6/21/2012


	
Galleys/Furnishings

	
5/15/2012

	
6/14/2012


	
Antennas & Mounting Equipment

	
3/22/2012

	
4/20/2012


	
Avionics

	
5/15/2012

	
6/14/2012





 




  





  



  

 



	 Exhibit E.2 – 737-8H4 Aircraft	 	                 SA-73
	 	 BOEING PROPRIETARY	             Page 3





 












  






	
Cabin Systems Equipment

	
5/15/2012

	
6/14/2012


	
Miscellaneous Emergency Equipment

	
5/15/2012

	
6/14/2012


	
Textiles/Raw Material

	
2/9/2012

	
3/9/2012


	
Cargo Systems


(Single Aisle Programs)

	
5/1/2012

	
5/31/2012


	
Provision Kits


(Single Aisle Programs)

	
1/3/2012

	
1/31/2012


	
Radomes (Single Aisle Programs)

	
4/16/2012

	
5/14/2012












 







 







 



	
Item

	
Preliminary On-Dock Dates


Month of Delivery


 


	  	
September 2012 (2)


Aircraft

	
October 2012 (2)


Aircraft


	
Seats

	
7/23/2012

	
8/23/2012


	
Galleys/Furnishings

	
7/16/2012

	
8/16/2012


	
Antennas & Mounting Equipment

	
5/23/2012

	
6/22/2012


	
Avionics

	
7/16/2012

	
8/16/2012


	
Cabin Systems Equipment

	
7/16/2012

	
8/16/2012


	
Miscellaneous Emergency Equipment

	
7/16/2012

	
8/16/2012


	
Textiles/Raw Material

	
4/9/2012

	
5/10/2012


	
Cargo Systems


(Single Aisle Programs)

	
7/2/2012

	
8/2/2012


	
Provision Kits


(Single Aisle Programs)

	
3/2/2012

	
4/2/2012


	
Radomes (Single Aisle Programs)

	
6/15/2012

	
7/16/2012












 



	
Item

	
Preliminary On-Dock Dates


Month of Delivery


 


	  	
November 2012 (2)


Aircraft

	
December 2012 (2)


Aircraft


	
Seats

	
9/20/2012

	
10/23/2012


	
Galleys/Furnishings

	
9/13/2012

	
10/16/2012


	
Antennas & Mounting Equipment

	
7/20/2012

	
8/23/2012





 




  





  



  

 



	 Exhibit E.2 – 737-8H4 Aircraft	 	                         SA-73
	 	 BOEING PROPRIETARY	                         Page 4





 












  






	
Avionics

	
9/13/2012

	
10/16/2012


	
Cabin Systems Equipment

	
9/13/2012

	
10/16/2012


	
Miscellaneous Emergency Equipment

	
9/13/2012

	
10/16/2012


	
Textiles/Raw Material

	
6/7/2012

	
7/11/2012


	
Cargo Systems


(Single Aisle Programs)

	
8/30/2012

	
10/2/2012


	
Provision Kits


(Single Aisle Programs)

	
4/30/2012

	
6/1/2012


	
Radomes (Single Aisle Programs)

	
8/13/2012

	
9/17/2012












 







 







 







 


Additional Delivery Requirements - Import.


 


Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations.  In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request,  Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below.  Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.


 







 


http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html


 











  





  



  

 



	 Exhibit E.2 – 737-8H4 Aircraft	 	                         SA-73
	 	 BOEING PROPRIETARY	                         Page 5