ex10_1.htm


    Exhibit
10.1

    


    Supplemental
Agreement No. 60

    


    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 April 16, 2008, 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 has agreed to exercise one August 2009 Option Aircraft as Block T-W-2 Firm
Aircraft bearing Serial Number 36906 ***;

    


    


    ***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

          K/SWA                                                                                                                                                                                                                                                                                                          SA-60-1

        

         


      

      
         


        
          

        

      

      
         


        
          
             

          

        

      

    


    


    WHEREAS,
Buyer has agreed to exercise the following twelve (12) Option Aircraft as Block
T-W-2 Firm Aircraft:

    


    Contract Delivery
Month                                                                                 Serial
Number

    ***                                                                               ***

    and;

    


    WHEREAS,
Boeing and Buyer have agreed to revise the Contract Delivery Month of ten (10)
Firm Aircraft as follows (***Firm Aircraft):

    


    Was                            New                      Serial
No.

    ***                                           
 ***                                       ***

    and;

    
 

    WHEREAS,
Buyer has agreed to the following changes to the Delivery Month of fifteen (15)
Option Aircraft:

    
 

    Was                            New                      

    ***                                             ***

    and;

    
 

    WHEREAS,
Boeing has agreed to extend Delivery Completion Date of the Purchase Right
Aircraft to ***from ***and;

    
 

    WHEREAS,
Boeing and Buyer have agreed to use the latest escalation forecast (4th Quarter
2007 Forecast) to calculate the Advance Payment Base Price for the Aircraft
36906 and the *** Firm Aircraft in Table 1; and

    
 

    WHEREAS,
Boeing and Buyer have agreed to use the latest escalation forecast (4th Quarter
2007 Forecast) to calculate the Advance Payment Base Price for Option Aircraft
scheduled for delivery starting in ***and the Advance Payment Base Price for
Option Aircraft scheduled for delivery prior to ***is based on 4th Quarter
2005 escalation forecast in Table 2; 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.

    


    2.           Table
1 is deleted in its entirety and replaced by a new Table
1 which is attached hereto to reflect (i) the
exercise of the ***Option Aircraft as a Block T-W-2 Firm Aircraft with Contract
Delivery Month of ***, (ii) the exercise of twelve (12) Option Aircraft as Block
T-W-2 Firm Aircraft scheduled for delivery in a period of ***through ***and
(iii) the changes of the Contract Delivery Months of ten (10) Firm Aircraft from
year ***to year ***.

     

     

    
      
        
          P.A. No.
1810

          K/SWA                                                                                                                                                                                                                                                                                                          
SA-60-2

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.           Table
2 is deleted in its entirety and replaced by a new Table
2 which is attached hereto to reflect (i) the extension of Purchase Rights
Delivery completion date and (ii) the revision of Delivery Month of fifteen (15)
Option Aircraft.

    


    4.           Letter
Agreement No. 6-1162-RLL-933R20 entitled “Option Aircraft” is replaced and
superseded by Letter Agreement No. 6-1162-RLL-933R21 attached hereto to reflect
the extension of Purchase Rights Delivery Completion Date.

    


    5.           All
references in the Letter Agreements associated with Purchase Agreement No. 1810
shall be deemed to refer to the purchase by Buyer of four hundred nineteen (419)
Model 737-7H4 Aircraft, sixty-seven (67) 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.

    


    6.           Boeing
and Buyer have agreed that Boeing will ***:

    


    Table --
2008 Advance Payment Schedule

    


    
      	
              Year
      2008

              Advance
      Payment Due Date

            	
              Payments
      made on *** Firm Aircraft

            	
              Current
      Advance

              Payment
      amount

            	
              Revised
      Advance Payment amount

            
	
              Apr
      16, 2008

            	
              ***

            	
              ***

            	
              ***

            
	
              May
      1, 2008

            	 
      	
              ***

            	
              ***

            
	
              Jun
      2, 2008

            	 
      	
              ***

            	
              ***

            
	
              Jul
      1, 2008

            	 
      	
              ***

            	
              ***

            
	
              Aug
      1, 2008

            	 
      	
              ***

            	
              ***

            
	
              Sep
      2, 2008

            	 
      	
              ***

            	
              ***

            
	
              Oct
      1, 2008

            	 
      	
              ***

            	
              ***

            
	
              Nov
      3, 2008

            	 
      	
              ***

            	
              ***

            
	
              Dec
      1, 2008

            	 
      	
              ***

            	
              ***

            


    

    


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

     

    
      
        
          P.A. No.
1810

          K/SWA                                                                                                                                                                                                                                                                                                           SA-60-3

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    
      	
              THE
      BOEING COMPANY

            	
              SOUTHWEST
      AIRLINES CO.

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              By:
      /s/ Nobuko
      Wiles

            	
              By:/s/ Scott
      Toppping

            
	 
      	 
      
	
              Its:    Attorney-In-Fact

            	
              Its:VP -
      Treasurer

            


    

    


    
 

    
      
        
          P.A. No.
1810

          K/SWA                                                                                                                                                                                                                                                                                                          
SA-60-4

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    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

            	 
      


    

    


    



    
      
        
          
            
              P.A.
No.
1810                                                                                                                                          
i

              K/SWA                                                                                                                                                                                                                                                                                                           
SA-60

            

          

        

         


      

      
         


        
          

        

      

      
         


        
          
             

          

        

      

    


    TABLE OF
CONTENTS CON'T

    


    


    
      	 
      	 
      	
              SA

            
	 
      	 
      	
              Number

            
	 
      	 
      	 
      
	
              TABLE

            	 
      	 
      
	 
      	 
      	 
      
	
              1.

            	
              Aircraft
      Information Table

            	
              SA-60

            
	 
      	 
      	 
      
	
              2.

            	
              Option
      Aircraft Information Table

            	
              SA-60

            
	 
      	 
      	 
      
	
              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

            	 
      


    

    


    


    


    



    
      
        
          
            
              
                
                  P.A.
No.
1810                                                                                                                                          
ii

                  K/SWA                                                                                                                                                                                                                                                                                                           
SA-60

                

              

            

          

        

         


      

      
         


        
          

        

      

      
         


        
          
             

          

        

      

    


    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-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

            	
              ***

            	 
      
	 
      	 
      	 
      
	
              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

            	
              SA-1

            
	 
      	
              Field
      Test

            	 
      
	 
      	 
      	 
      
	
              6-1162-RLL-1858R1

            	
              Escalation
      Matters

            	
              SA-4

            


    


    
      
        
          
            
              
                
                  P.A.
No.
1810                                                                                                                                          iii

                  K/SWA                                                                                                                                                                                                                                                                                                           
SA-60

                

              

            

          

        

         


      

      
         


        
          

        

      

      
         


        
          
             

          

        

      

    


    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-669R9

            	
              ***

            	
              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

            	
              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

            


    

     

     

    
      
        
          
            P.A.
No.
1810                                                                                                                                          iv

            K/SWA                                                                                                                                                                                                                                                                                                           
SA-60

          

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    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 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)

            	 
      	 
      


    

    



    
      
        
          
            SWA                                                                                                                                                   
Page
1                                                                                                                                                
SA-60

          

        

         


      

      
         


        
          

        

      

      
         


        
          
             

          

        

      

    

    

      


      
        	 
      	 
      	 
      	
                Escalation
      Estimate

              	 
      
	
                Delivery

              	
                Number
      of

              	
                Aircraft

              	
                Adv
      Payment Base

              	 
      
	
                Date

              	
                Aircraft

              	
                Block

              	
                Price
      Per A/P

              	
                Serial
      Number

              
	
                Dec-2000

              	
                2

              	
                E

              	
                ***

              	 
      
	
                Jan-2001

              	
                1

              	
                E

              	
                ***

              	 
      
	
                Feb-2001

              	
                1

              	
                E

              	
                ***

              	 
      
	
                Mar-2001

              	
                2

              	
                E

              	
                ***

              	 
      
	
                Jun-2001

              	
                3

              	
                E

              	
                ***

              	 
      
	
                Sep-2001

              	
                3

              	
                E

              	
                ***

              	 
      
	
                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

              	
                ***

              	 
      
	
                Mar-2000

              	
                1

              	
                H

              	
                ***

              	 
      
	
                Apr-2000

              	
                2

              	
                H

              	
                ***

              	 
      
	
                Sep-2000

              	
                1

              	
                H

              	
                ***

              	 
      
	
                Oct-2000

              	
                2

              	
                H

              	
                ***

              	 
      
	
                Mar-2001

              	
                2

              	
                H

              	
                ***

              	 
      
	
                Apr-2001

              	
                1

              	
                H

              	
                ***

              	 
      
	
                Oct-2001

              	
                3

              	
                H

              	
                ***

              	 
      
	
                Nov-2001

              	
                2

              	
                I

              	
                ***

              	 
      
	
                Dec-2001

              	
                1

              	
                I

              	
                ***

              	 
      
	
                Jan-2002

              	
                1

              	
                I

              	
                ***

              	 
      
	
                Mar-2002

              	
                4

              	
                I

              	
                ***

              	 
      
	
                Apr-2002

              	
                2

              	
                I

              	
                ***

              	 
      
	
                Dec-2002

              	
                2

              	
                I

              	
                ***

              	 
      
	
                May-2003

              	
                1

              	
                I

              	
                ***

              	 
      
	
                Jun-2003

              	
                2

              	
                I

              	
                ***

              	 
      
	
                Jul-2003

              	
                1

              	
                I

              	
                ***

              	 
      
	
                Aug-2003

              	
                1

              	
                I

              	
                ***

              	 
      
	
                Sep-2003

              	
                3

              	
                I

              	
                ***

              	 
      
	
                Nov-2002

              	
                1

              	
                J

              	
                ***

              	 
      
	
                Dec-2002

              	
                1

              	
                J

              	
                ***

              	 
      
	
                Nov-2003

              	
                2

              	
                J

              	
                ***

              	 
      
	
                Dec-2003

              	
                2

              	
                J

              	
                ***

              	 
      
	
                Mar-2004

              	
                1

              	
                J

              	
                ***

              	 
      
	
                Mar-2004

              	
                1

              	
                K

              	
                ***

              	 
      
	
                Apr-2004

              	
                3

              	
                K

              	
                ***

              	 
      
	
                May-2004

              	
                1

              	
                K

              	
                ***

              	 
      
	
                Jun-2004

              	
                2

              	
                K

              	
                ***

              	 
      
	
                Jul-2004

              	
                2

              	
                K

              	
                ***

              	 
      
	
                Sep-2004

              	
                1

              	
                K-W

              	
                ***

              	 
      


      

       

      
        
          
            SWA                                                                                                                                                   
Page 2                                                                                                                                                
SA-60

          

        

        
          
          

          
            

          

        

        
          
          

        

      

                                                                                                                                                                                                                                                                                            

      
        	
                Oct-2004

              	
                4

              	
                K-W

              	
                ***

              	 
      
	
                Oct-1999

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Nov-1999

              	
                2

              	
                L

              	
                ***

              	 
      
	
                Dec-1999

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Jun-2000

              	
                3

              	
                L

              	
                ***

              	 
      
	
                Jul-2000

              	
                3

              	
                L

              	
                ***

              	 
      
	
                Sep-2000

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Oct-2000

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Nov-2000

              	
                4

              	
                L

              	
                ***

              	 
      
	
                Dec-2000

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Jan-2001

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Feb-2001

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Jul-2001

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Sep-2001

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Oct-2001

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Mar-2003

              	
                2

              	
                L

              	
                ***

              	 
      
	
                Jul-2003

              	
                1

              	
                L

              	
                ***

              	 
      
	
                Aug-2003

              	
                2

              	
                L

              	
                ***

              	 
      
	
                Nov-2001

              	
                1

              	
                T

              	
                ***

              	 
      
	
                Feb-2002

              	
                1

              	
                T

              	
                ***

              	 
      
	
                Jan-2004

              	
                2

              	
                T

              	
                ***

              	 
      
	
                Feb-2004

              	
                1

              	
                T

              	
                ***

              	 
      
	
                Apr-2004

              	
                3

              	
                T

              	
                ***

              	 
      
	
                May-2004

              	
                1

              	
                T

              	
                ***

              	 
      
	
                Jun-2004

              	
                6

              	
                T

              	
                ***

              	 
      
	
                Jul-2004

              	
                2

              	
                T

              	
                ***

              	 
      
	
                Aug-2004

              	
                6

              	
                T-W

              	
                ***

              	 
      
	
                Sep-2004

              	
                4

              	
                T-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

              	
                ***

              	 
      


      

       

       

      
        
          
            SWA                                                                                                                                                   
Page 3                                                                                                                                                
SA-60

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                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

              	
                ***

              	 
      
	
                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

              	
                ***

              	 
      


      

       

       

      
        
          
            SWA                                                                                                                                                   
Page 4                                                                                                                                                
SA-60

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                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

              	
                ***

              	 
      
	
                Jun-2009

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jul-2009

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jul-2009

              	
                1

              	
                T-W-2

              	
                ***

              	
                36904

              
	
                Aug-2009

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jan-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jan-2010

              	
                1

              	
                T-W-2

              	
                ***

              	
                36913

              
	
                Feb-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Feb-2010

              	
                1

              	
                T-W-2

              	
                ***

              	
                36916

              
	
                Mar-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Mar-2010

              	
                1

              	
                T-W-2

              	
                ***

              	
                36918

              
	
                Apr-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Apr-2010

              	
                1

              	
                T-W-2

              	
                ***

              	
                36921

              
	
                May-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                May-2010

              	
                2

              	
                T-W-2

              	
                ***

              	
                36923,
      36924

              
	
                 Jun-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jul-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Aug-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Sep-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Oct-2010

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jan-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Feb-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Mar-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Apr-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                May-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jun-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jul-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Aug-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Sep-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Oct-2011

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Oct-2011

              	
                1

              	
                T-W-2

              	
                ***

              	
                36966

              
	
                Nov-2011

              	
                1

              	
                T-W-2

              	
                ***

              	
                36968

              
	
                Dec-2011

              	
                1

              	
                T-W-2

              	
                ***

              	
                36971

              
	
                Jan-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Feb-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Mar-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Apr-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                May-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jun-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Jul-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Aug-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Sep-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Oct-2012

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Oct-2012

              	
                1

              	
                T-W-2

              	
                ***

              	
                36997

              
	
                Nov-2012

              	
                1

              	
                T-W-2

              	
                ***

              	
                37005

              


      

       

       

      
        
          
            SWA                                                                                                                                                   
Page 5                                                                                                                                                
SA-60

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      
        	
                Dec-2012

              	
                1

              	
                T-W-2

              	
                ***

              	
                37006

              
	
                Jan-2013

              	
                1

              	
                T-W-2

              	
                ***

              	
                36891

              
	
                Jan-2013

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Feb-2013

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Mar-2013

              	
                1

              	
                T-W-2a

              	
                ***

              	 
      
	
                Mar-2013

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Apr-2013

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                May-2013

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Jun-2013

              	
                2

              	
                T-W-2

              	
                ***

              	 
      
	
                Jul-2013

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Aug-2013

              	
                2

              	
                T-W-2

              	
                ***

              	 
      
	
                Sep-2013

              	
                2

              	
                T-W-2

              	
                ***

              	 
      
	
                Oct-2013

              	
                2

              	
                T-W-2

              	
                ***

              	 
      
	
                Nov-2013

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Dec-2013

              	
                2

              	
                T-W-2

              	
                ***

              	 
      
	
                Jan-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Feb-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Mar-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Apr-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                May-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Jun-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Jul-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Aug-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Sep-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Oct-2014

              	
                1

              	
                T-W-2

              	
                ***

              	 
      
	
                Jan-2015

              	
                1

              	
                T-W-2

              	
                ***

              	
                36899

              
	
                Feb-2015

              	
                1

              	
                T-W-2

              	
                ***

              	
                36901

              
	
                Mar-2015

              	
                1

              	
                T-W-2

              	
                ***

              	
                36902

              
	
                Apr-2015

              	
                2

              	
                T-W-2a

              	
                ***

              	
                36649,
      36652

              
	
                May-2015

              	
                1

              	
                T-W-2

              	
                ***

              	
                36903

              
	
                Jun-2015

              	
                1

              	
                T-W-2

              	
                ***

              	
                36906

              
	
                Jun-2015

              	
                1

              	
                T-W-2a

              	
                ***

              	
                36654

              
	
                Jul-2015

              	
                1

              	
                T-W-2a

              	
                ***

              	
                36655

              
	
                Aug-2015

              	
                1

              	
                T-W-2a

              	
                ***

              	
                36656

              
	
                Sep-2015

              	
                1

              	
                T-W-2a

              	
                ***

              	
                36657

              


      


      
        
          
            SWA                                                                                                                                                   
Page 6                                        
                                                                                                        
SA-60

          

        

        
           


          
            

          

        

        
           


        

      



    Table
2 to Purchase Agreement No. 1810

    (Letter
Agreement No. 6-1162-RLL-933R20)

    Option
Aircraft Information Table

    


    
      	
              Price
      Description of Option Aircraft:

            	 
      	 
      	 
      
	 
      	 
      	
              Base
      Aircraft Price

            	
              Special
      Features

            	
              Aircraft
      Basic Price

            	
              Base
      Year Dollars

            
	
              Block
      U Option Aircraft

            	
              ***

            	
              ***

            	
              ***

            	
              July
      1999

            
	
              (without
      Winglets)

            	 
      	 
      	 
      	 
      
	
              Block
      U-W Option Aircraft

            	
              ***

            	
              ***

            	
              ***

            	
              July
      1999

            
	
              (with
      Winglets)

            	 
      	 
      	 
      	 
      
	
              Block
      U-W-1 Option Aircraft

            	
              ***

            	
              ***

            	
              ***

            	
              July
      1999

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Delivery
      of Purchase Right
      Aircraft:

            	
              Quantity

            	
              54

            	 
      
	
              Delivery
      Period of Purchase Right
      Aircraft:

            	
              Complete
      delivery not later than Dec. 31, 2018

            
	
              Condition
      of Offer for Purchase Right
      Aircraft:

            	
              Subject
      to Available Position

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Remaining
      Option Aircraft:

            	 
      	
              67

            	 
      	 
      


    

    


    



    
      
        
          
            
              SWA                                                                                                                                                   
Page
1                                                                                                                                                
SA-60

            

          

        

         


      

      
         


        
          

        

      

      
         


        
          
             

          

        

      

    


    Table
2 to Purchase Agreement No. 1810

    (Letter
Agreement No. 6-1162-RLL-933R20)

    Option
Aircraft Information Table

    


    
      	
              Aircraft

            	
              Number
      of

            	
              Option

            	
              Adv
      Payment Base *

            	 
      
	
              Delivery

            	
              Option

            	
              Aircraft

            	
              Price
      Per

            	 
      
	
              Mo.
      & Yr.

            	
              Aircraft

            	
              Block

            	
              Option
      Aircraft

            	
              Option
      Exercise

            
	
              Aug-2010

            	
              1

            	
              U-W-1

            	
              ***

            	
              April
      1, 2009

            
	
              Sep-2010

            	
              1

            	
              U-W-1

            	
              ***

            	
              May
      1, 2009

            
	
              Oct-2010

            	
              1

            	
              U-W-1

            	
              ***

            	
              June
      1, 2009

            
	
              Nov-2010

            	
              2

            	
              U-W-1

            	
              ***

            	
              July
      1, 2009

            
	
              Dec-2010

            	
              1

            	
              U-W-1

            	
              ***

            	
              August
      3, 2009

            
	
              Jan-2011

            	
              1

            	
              U-W-1

            	
              ***

            	
              September
      1, 2009

            
	
              Feb-2011

            	
              2

            	
              U-W-1

            	
              ***

            	
              October
      1, 2009

            
	
              Mar-2011

            	
              1

            	
              U-W-1

            	
              ***

            	
              November
      2, 2009

            
	
              Apr-2011

            	
              1

            	
              U-W-1

            	
              ***

            	
              December
      1, 2009

            
	
              May-2011

            	
              2

            	
              U-W-1

            	
              ***

            	
              January
      1, 2010

            
	
              Jun-2011

            	
              2

            	
              U-W-1

            	
              ***

            	
              February
      1, 2010

            
	
              Jul-2011

            	
              2

            	
              U-W-1

            	
              ***

            	
              March
      1, 2010

            
	
              Aug-2011

            	
              2

            	
              U-W-1

            	
              ***

            	
              April
      1, 2010

            
	
              Sep-2011

            	
              2

            	
              U-W-1

            	
              ***

            	
              May
      3, 2010

            
	
              Oct-2011

            	
              1

            	
              U-W-1

            	
              ***

            	
              June
      1, 2010

            
	
              Nov-2011

            	
              2

            	
              U-W-1

            	
              ***

            	
              July
      1, 2010

            
	
              Dec-2011

            	
              1

            	
              U-W-1

            	
              ***

            	
              August
      2, 2010

            
	
              Jan-2012

            	
              3

            	
              U-W-1

            	
              ***

            	
              September
      1, 2010

            
	
              Feb-2012

            	
              3

            	
              U-W-1

            	
              ***

            	
              October
      1, 2010

            
	
              Mar-2012

            	
              2

            	
              U-W-1

            	
              ***

            	
              November
      1, 2010

            
	
              Apr-2012

            	
              3

            	
              U-W-1

            	
              ***

            	
              December
      1, 2010

            
	
              May-2012

            	
              3

            	
              U-W-1

            	
              ***

            	
              January
      3, 2011

            
	
              Jun-2012

            	
              3

            	
              U-W-1

            	
              ***

            	
              February
      1, 2011

            
	
              Jul-2012

            	
              2

            	
              U-W-1

            	
              ***

            	
              March
      1, 2011

            
	
              Aug-2012

            	
              2

            	
              U-W-1

            	
              ***

            	
              April
      1, 2011

            
	
              Sep-2012

            	
              2

            	
              U-W-1

            	
              ***

            	
              May
      2, 2011

            
	
              Oct-2012

            	
              1

            	
              U-W-1

            	
              ***

            	
              June
      1, 2011

            
	
              Nov-2012

            	
              2

            	
              U-W-1

            	
              ***

            	
              July
      1, 2011

            
	
              Dec-2012

            	
              1

            	
              U-W-1

            	
              ***

            	
              August
      1, 2011

            
	
              Feb-2013

            	
              1

            	
              U-W-1

            	
              ***

            	
              October
      1, 2011

            
	
              Jan-2014

            	
              1

            	
              U-W-1

            	
              ***

            	
              September
      1, 2012

            
	
              Feb-2014

            	
              1

            	
              U-W-1

            	
              ***

            	
              October
      1, 2012

            
	
              Mar-2014

            	
              2

            	
              U-W-1

            	
              ***

            	
              November
      1, 2012

            
	
              Apr-2014

            	
              2

            	
              U-W-1

            	
              ***

            	
              December
      1, 2012

            
	
              Aug-2014

            	
              1

            	
              U-W-1

            	
              ***

            	
              April
      1, 2013

            
	
              Sep-2014

            	
              1

            	
              U-W-1

            	
              ***

            	
              May
      1, 2013

            
	
              Jan-2015

            	
              1

            	
              U-W-1

            	
              ***

            	
              September
      1, 2013

            
	
              Feb-2015

            	
              1

            	
              U-W-1

            	
              ***

            	
              October
      1, 2013

            
	
              Mar-2015

            	
              1

            	
              U-W-1

            	
              ***

            	
              November
      1, 2013

            
	
              Oct-2015

            	
              1

            	
              U-W-1

            	
              ***

            	
              June
      1, 2014

            
	
              Nov-2015

            	
              1

            	
              U-W-1

            	
              ***

            	
              July
      1, 2014

            
	
              Dec-2015

            	
              1

            	
              U-W-1

            	
              ***

            	
              August
      1, 2014

            
	
              Total

            	
              67

            	 
      	 
      	 
      
	
              *
      Advance Payment Base Price for Option Aircraft scheduled for delivery
      prior to Jan 2015 is based on 4th Qtr 2005 forecast

            
	
              *  Advance
      Payment Base Price for Option Aircraft scheduled for delivery starting in
      Jan 2015 is based on 4th Qtr 2007
forecast

            


    

    
 

    
      
        
          SWA                                                                                                                                                   
Page 2                                                                                                                                                
SA-60

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6-1162-RLL-933R21

    


    


    Southwest
Airlines Co.

    P.O. Box
36611 - Love Field

    Dallas,
Texas  75235

    


    
      	
              Subject:

            	
              Letter
      Agreement No. 6-1162-RLL-933R21 to
      Purchase Agreement No. 1810 -
      Option Aircraft

            


    

    


    


    This
Letter Agreement amends Purchase Agreement No. 1810 dated as of January 19,
1994 (the Agreement) between The Boeing Company (Boeing) and Southwest Airlines
Co. (Buyer) relating to Model 737-7H4 aircraft (Aircraft).

    


    All terms
used and not defined herein will have the same meaning as in the
Agreement.

    


    In
consideration of the purchase by Buyer of the Aircraft, Boeing hereby agrees to
manufacture and sell to Buyer and Buyer shall have the option to purchase
(Option or Options) the additional Model 737-7H4 aircraft as described in
paragraph 1 of Attachment A hereto and listed in Table 2 of the
Agreement (Option Aircraft) and Model 737-7H4 Purchase Right Aircraft summarized
in Table 2 of the Agreement (Purchase Right Aircraft), subject to the terms and
conditions set forth below.  For the avoidance of doubt, Buyer and
Boeing hereby agree to replace the term “Rollover Option Aircraft” with
“Purchase Right Aircraft” at the execution of Supplemental Agreement No. 47 to
the Agreement.

    


    


    1.           Delivery of Option
Aircraft.

    


    The Option Aircraft will be delivered
to Buyer during or before the months set forth in Table 2 of the
Agreement.

    


    2.           Delivery of Purchase Right
Aircraft.

    


    2.1           The
Purchase Right Aircraft are offered subject to available position during the
period set forth in Table 2 of the Agreement.  For the avoidance of
any doubt, Buyer and Boeing hereby agree that the delivery of Purchase Right
Aircraft shall be completed by not later than December 31, 2018 unless otherwise mutually agreed
by both parties.

     

    
      
        
          P.A.
No. 1810

          K/SWA                                                                                                                                                                                                                                                                                                             
SA-60

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2           ***

    


    2.3           Base
Price Adjustments for Purchase Right Aircraft which are converted to Option
Aircraft or firm Aircraft shall be in accordance with Article 2.2.5 of
Attachment A to this Letter Agreement.

     

                   
2.4           Upon
conversion of a Purchase Right Aircraft into an Option Aircraft, Buyer shall
wire transfer the Deposit of *** to Boeing and Boeing and Buyer shall agree on a
delivery position for that aircraft.  Table 2 of the Agreement will be
amended accordingly.  In the event Buyer thereafter exercises its
right to purchase such Option Aircraft, application of the Deposit will be in
accordance with Article 4.1 herein. If the conversion is a Purchase Right
Aircraft to a firm Aircraft, Buyer shall wire transfer any advance payments due
under the Agreement.

     

                    
2.5          Buyer and Boeing
will consult on a frequent basis to keep each other informed as to Buyer’s fleet
plans and Boeing’s production plans in order to accommodate to the greatest
extent reasonably possible each party’s needs in managing the delivery schedule
for Purchase Right Aircraft and will use its best reasonable efforts to meet
Buyer’s needs.

    


    3.           Price.

    


    3.1           The
advance payment base prices of the Option Aircraft are set forth in Table 2 of
the Agreement.  The Option Aircraft pricing elements and associated
pricing terms and conditions are given in Attachment A.

    


    3.2           The
Advance Payment Base Prices of the Option Aircraft indicated in Table 2 do
include an amount for special features in addition to those specifically
described in Attachment A but do not include any amount for items of Buyer
Furnished Equipment (BFE).  An estimate for typical special features
is *** per Aircraft (expressed in 1992 STE dollars) or *** per Aircraft
(expressed in 1999 STE dollars). Table 2 in the Agreement lists the Advance
Payment Base Price per Option Aircraft.

    


    3.3           The
Option Aircraft purchase price will be the applicable basic price thereof at the
time of Option Aircraft delivery adjusted in accordance with Boeing's Aircraft
escalation provisions contained in the definitive agreement to purchase the
Option Aircraft.  The purchase price will include the price for Seller
Purchased Equipment (SPE) if Buyer has elected to change Buyer Furnished
Equipment (BFE) to SPE.

     

    
      
        
          P.A.
No. 1810

          K/SWA                                                                                                                                                                                                                                                                                                             
SA-60

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           Option Aircraft
Payment.

    


    4.1           In
consideration of the granting of the Options as set forth herein, on or before
the date Boeing and Buyer enter into a definitive agreement to purchase the
Aircraft, Buyer will pay a deposit to Boeing of *** for each Option Aircraft
(Deposit).  In the event Buyer exercises its Options herein, the
amount of the Deposit will be credited against the first advance payment due for
such Option Aircraft pursuant to the advance payment schedule set forth in
paragraph 3 of Attachment A.  The Deposits for the Option
Aircraft will be refunded to Buyer, without interest, if the parties do not
enter into a definitive Agreement for the Aircraft.

    


    In the
event that, after the parties enter into a definitive agreement to purchase the
Aircraft, Buyer does not exercise its Options to purchase the Option Aircraft
pursuant to the terms and conditions set forth herein, Boeing will be entitled
to retain the Deposits for the Option Aircraft except as provided in paragraph 6
herein.

    


    4.2           Advance
payments in the amount of *** of the advance payment base price will be payable
on the Option Aircraft in accordance with paragraph 3 of
Attachment A.  The remainder of the Option Aircraft purchase
price is due at the time of delivery of the Option Aircraft.

    


    5.           Option
Exercise.

    


    5.1           To
exercise its Option, Buyer will give written or telegraphic notice thereof to
Boeing on or before sixteen (16) months prior to the first day of the delivery
month of each Option Aircraft.

    


    In such
notice Buyer will select the Option Model type, and the applicable delivery
positions.  Table 2 of the Agreement lists the Option Exercise
dates.

    


    5.2           It
is understood and agreed that Boeing may accelerate the Option exercise dates
specified above if Boeing must make production decisions which are dependent on
Buyer's decision to buy the Option Aircraft.  If Boeing elects to
accelerate the Option exercise dates, Boeing will do so by giving written or
telegraphic notice thereof to Buyer.  Such notice will specify the
revised Option exercise dates, which will not be earlier than 30 days after the
date of transmittal of such notice, and the Option Aircraft delivery positions
affected by such revision.  If Buyer fails to exercise its Option for
any Option Aircraft affected by such revised dates, the Deposit applicable to
such Option Aircraft will be promptly refunded, with interest, to
Buyer.  The interest rate for calculation of the interest associated
with such refund is the rate of two percent (2%) below the Citibank base rate in
effect from time to time during the period the Option deposit is held by
Boeing.

    


    
      
        
          P.A.
No. 1810

          K/SWA                                                                                                                                                                                                                                                                                                             
SA-60

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.           Contract
Terms.

    


    It is understood that Boeing and Buyer
will use their best efforts to enter into a definitive agreement for the Option
Aircraft within thirty (30) days after Buyer exercises an Option to purchase
Option Aircraft pursuant to paragraph 5 covering the detailed terms and
conditions for the sale of such Option Aircraft.

    


    Such
definitive agreement will include the terms and conditions contained herein
together with the terms and conditions, not inconsistent herewith, contained in
Boeing's then-current standard form of purchase agreement for the sale of Model
737-700 aircraft in effect as of the date of Option exercise and such additional
terms and conditions as may be mutually agreed upon.  In the event the
parties have not entered into such an agreement within the time period
contemplated herein, either party may, exercisable by written or telegraphic
notice given to the other within thirty (30) days after such period, terminate
the purchase of such Option Aircraft.

    


    7.           Termination of Option to
Purchase.

    


    Either Boeing or Buyer may terminate
the Options to purchase an Option Aircraft if any of the following events are
not accomplished by the respective dates contemplated in this letter agreement,
or in the Agreement, as the case may be:

    


    (i)           termination
of the purchase of the Aircraft under the Agreement for any reason;

    


    (ii)          payment
by Buyer of the Deposit with respect to an Option Aircraft pursuant to paragraph
4.1 herein;

    


    (iii)         exercise
of an Option to purchase an Option Aircraft pursuant to the terms
hereof.

     

     

    
      
        
          P.A.
No. 1810

          K/SWA                                                                                                                                                                                                                                                                                                             
SA-60

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Any
termination of an Option to purchase by Boeing which is based on the termination
of the purchase of Aircraft under the Agreement will be on a one-for-one basis,
for each Aircraft so terminated.

    


    Any
cancellation of an Option to purchase which is based on failure to make the
required Deposit or to exercise the Option to purchase shall only apply to the
Option Aircraft so canceled.

    


    Termination
of an Option to purchase provided by this letter agreement will be caused by
either party giving written notice to the other within 10 days after the
applicable date.  Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for which the
Option to purchase has been terminate will thereupon terminate.

    


    If
termination is result of a revision of an Option exercise date by Boeing
pursuant to paragraph 5.2, Boeing will promptly refund to Buyer, with
interest, any payments received from Buyer, including the Deposit, with respect
to the Option Aircraft for which the Option is terminated.  If
termination is for any other reason, Boeing will promptly refund to Buyer,
without interest, any payments received from Buyer with respect to the affected
Option Aircraft, except the Deposit, which Buyer may apply to any model Boeing
aircraft purchased by Buyer from Boeing at a future date.

    



    
      
        
          
            
              P.A.
No. 1810

              K/SWA                                                                                                                                                                                                                                                                                                            
SA-60

            

          

        

         


      

      
         


        
          

        

      

      
         


        
          
             

          

        

      

    


    8.           Confidential
Treatment.  Buyer understands that certain commercial and
financial information contained in this Letter Agreement including any
attachments hereto is considered by Boeing as confidential.  Buyer
agrees that it will treat this Letter Agreement 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 provided in Letter Agreement
No. 6-1162-RLL-934, as amended.

    


    Very
truly yours,

    


    
      	
              THE
      BOEING COMPANY

            
	 
      
	 
      
	 
      
	
              By/s/ Nobuko
      Wiles

            
	 
      
	
              Its Attorney-In-Fact

            
	 
      
	 
      
	
              ACCEPTED
      AND AGREED TO this

            
	 
      
	
              date:April 16,
      2008

            


    

    


    
      	
              SOUTHWEST
      AIRLINES CO.

            
	 
      
	 
      
	 
      
	
              By/s/ Scott
      Topping

            
	 
      
	
              Its VP –
      Treasurer

            
	 
      
	
              Attachments

            


    

    


     

    
      
        
          P.A.
No. 1810

          K/SWA                                                                                                                                                                                                                                                                                                             
SA-60

        

      

      
        
        

        
          
            

          

        

      

      
        Attachment A to

          6-1162-RLL-933R21

          Page 1

        

      

    

     

    Model 737-7H4
Aircraft

    


    1.           Option Aircraft Description
and Changes.

    


    1.1           Aircraft
Description.  The Option Aircraft is described by Boeing Detail
Specification D6-38808-1, Dated October 30 ,1996, for Block “U” Option
Aircraft by Boeing Detail Specification D6-38808-1, Rev. A, Dated February 24,
1998, and for Block “U-W-1” Option Aircraft by Boeing Detail Specification
D6-38808-1, Rev. G, Dated July 26, 2005.

    


    1.2           Changes.  The
Detail Specification will be revised to include:

    


    (1)           Changes
applicable to the basic Model 737-700 aircraft which are developed by Boeing
between the date of the Detail Specification and the signing of a definitive
agreement to purchase the Option Aircraft.

    


    (2)           Changes
mutually agreed upon.

    


    (3)           Changes
required to obtain a Standard Certificate of Airworthiness.

    


    (4)           To
provide sufficient Option Aircraft manufacturing and procurement lead time it is
necessary for Boeing and Buyer to reach final agreement on the Option Aircraft
configuration, including BFE/SPE vendor selection fifteen (15) months prior to
delivery of each Option Aircraft.  If such items are not resolved by
the indicated dates, Boeing reserves the right to amend this letter
agreement:

    


    (i)           to
adjust the scheduled delivery of the Option Aircraft to a later time period
and,

    


    (ii)                      to
make such other changes as are appropriate and consistent with the revised
Option Aircraft deliveries.

    


    1.3           Effect of
Changes.  Changes to the Detail Specification incorporated
pursuant to the provisions of the clauses above will include the effects of such
changes upon Option Aircraft weight, balance, design and
performance.  Performance guarantees for the Option Aircraft which are
mutually acceptable to the parties will be included in the definitive agreement
for the Option Aircraft.

     

    
      
        
          P.A.
No. 1810

          K/SWA                                                                                                                                                                                                                                                                                                             
SA-60

        

      

      
        
        

        
          

        

      

      
        Attachment A to

          6-1162-RLL-933R21

          Page 2

        

      

    

     

    2.           Price
Description

    


    2.1           Price Elements Per
Aircraft.  The Aircraft Basic Price detailed in Table 2 of the
Agreement is added to the Estimated Escalation and Estimated Escalation Sharing
to determine the Advance Payment Base Price of the Option Aircraft (also listed
in Table 2 of the Agreement).  At the signing of this Letter
Agreement, the Estimated Escalation Sharing is zero for all Option
Aircraft.

     

                   
2.2           Price Adjustments For Option
Aircraft Delivering From *** through ***.

    


    2.2.1                      Escalation
Adjustments.  The Advance Payment Base Price for Option
Aircraft in Table 2 is based on 4th Quarter
2005 forecast for Option
Aircraft scheduled for delivery prior to ***.  For Option Aircraft
scheduled for delivery starting ***, the Advance Payment Base Price is based on
4th Quarter 2007 forecast which is the
latest escalation forecast at the execution of Letter Agreement No.
6-1162-RLL-933R21.  Buyer and Boeing agree to review and update
Advance Payment Base Price of Option Aircraft as such Option Aircraft is added
to Table 2 or if Boeing and Buyer agree to incorporate a new escalation
provision into the Agreement.

    


    2.2.2                      Base Price Adjustments for
FAA Changes.  The Aircraft Basic Price of the Option Aircraft
will be adjusted for any FAA mandated changes incorporated into the
Aircraft.

    


    2.2.3                      Price Adjustments for
Changes.  Boeing may adjust the Aircraft Basic Price and the
Advance Payment Base Price for any changes mutually agreed upon subsequent to
the date that Buyer and Boeing enter into a definitive agreement for the Option
Aircraft.

    


    2.2.4                      Base Price
Adjustments.  The Aircraft Basic Price of the Option Aircraft
will be adjusted to Boeing's then-current prices as of the date of execution of
the definitive agreement for the Option Aircraft in accordance with the
agreement reached below.  The Aircraft Basic Price starting point for
Option Aircraft delivering in 2003 is *** (July 1992 STE), for Option
Aircraft delivering in 2004 is *** (July 1992 STE), for Options delivering in
2005 through February 2006 is *** (July 1992 STE),
for Block “U” Option Aircraft is *** (July 1999 STE), for Block “U-W” Option
Aircraft is *** (July 1999 STE) and for Block “U-W-1” Option Aircraft is ***
(July 1999 STE).  Such Aircraft Basic Price may increase in accordance
with paragraphs 2.2.1, 2.2.2, and 2.2.3.  For any other changes
to the Aircraft Basic Price, Boeing may increase the Aircraft Basic Price by a
maximum of *** (July 1992 STE) for Aircraft delivering in 2005; by a maximum of
*** (July 1992 STE) per year or portion thereof starting in January 2006 through
2009.  For Block “U”,
“U-W”, “U-W-1” Option Aircraft Boeing may increase the Aircraft Basic
Price by a maximum of *** (July 1999 STE) per year or portion thereof starting
in January 2008.

     

    
      
        
          P.A.
No. 1810

          K/SWA                                                                                                                                                                                                                                                                                                             
SA-60

        

      

      
        
        

        
          

        

      

      
        Attachment A to

          6-1162-RLL-933R21

          Page 3

        

      

    

     

    2.2.6                      BFE to
SPE.  An estimate of the total price for items of Buyer
Furnished Equipment (BFE) changed to Seller Purchased Equipment (SPE) pursuant
to the Configuration Specification is included in the Option Aircraft price
build-up.  The purchase price of the Option Aircraft will be adjusted
by the price charged to Boeing for such items plus ***of such
price.  If all BFE except developmental avionics is converted to SPE,
Boeing will waive the *** fee.

    



    
      
        
          
            
              P.A.
No. 1810

              K/SWA                                                                                                                                                                                                                                                                                                            
SA-60

            

          

        

         


      

      
         


        
          

        

      

      
         


        
          
            Attachment A to

              6-1162-RLL-933R21

              Page 4

            

          

        

      

    


    3.           Advance Payment Schedules,
Prices and Adjustments.

    


    3.1           Buyer
will pay to Boeing advance payments for the Option Aircraft on the dates and in
the amounts determined below.

    


     Amount Due per
Aircraft

                                                                                                
(Percentage times

    Due Date of
Payment                                             
Advance
Payment Base Price)

    


    Deposit                                                                                   ***
(if applicable)

    


    18 months
prior to the
first                                                  ***
(less the

    day of
the scheduled
delivery                                                      Deposit
if any)

    month of
the Aircraft

    


    12 months
prior to the
first                                                 
 ***

    day of
the scheduled delivery

    month of
the Aircraft

    


    9 months
prior to the
first                                                     ***

    day of
the scheduled delivery

    month of
the Aircraft

    


    6 months
prior to the
first                                                     ***

    day of
the scheduled delivery

    month of
the
Aircraft                                                                                    

    


    Total                                                     ***

    


    Any
advance payments that would be past due as of the date of signing the definitive
purchase agreement for the Option Aircraft in accordance with the above schedule
are due and payable on such date.

    


    3.2           Option
Aircraft advance payment base prices will be increased or decreased, as
appropriate, at the time of signing of the definitive purchase agreement for the
Option Aircraft, using the then-current forecasted aircraft escalation factors
used by Boeing, to determine the amount of the advance payments to be made by
Buyer on the Option Aircraft.

    


     


    
      
        
          
            
              P.A.
No. 1810

              K/SWA                                                                                                                                                                                                                                                                                                            
SA-60