Supplemental Agreement No.90

THIS SUPPLEMENTAL AGREEMENT is entered into as of December 5, 2014, by and between THE BOEING COMPANY, a Delaware corporation with principal offices in Seattle, Washington, (Boeing) and SOUTHWEST AIRLINES CO., a Texas corporation with principal offices in Dallas, Texas (Buyer).

Buyer and Boeing entered into Purchase Agreement No. 1810 dated January 19, 1994, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing Model 737-7H4 aircraft and 737-8H4 aircraft; and this Supplemental Agreement is an amendment to and is incorporated into the Purchase Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Purchase Agreement.

WHEREAS, Boeing and Buyer agree to amend the Purchase Agreement by revising the scheduled delivery month of two (2) Option Aircraft from January 2016 to July 2016 and August 2016 (collectively, Option Positions), and

WHEREAS, Boeing and Buyer agree to amend the Purchase Agreement by revising certain letter agreements set forth below to make administrative corrections;

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

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

3.Letter Agreement number SWA-PA-1810-LA-1105885R2 titled *** is deleted in its entirety and a new Letter Agreement number SWA-PA-1810-LA-1105885R3 is attached hereto and incorporated into the Purchase Agreement by this reference. The new Letter Agreement corrects the:

SWA-PA-1810-LA-1105884R1

Southwest Airlines Co.

2702 Love Field Drive

P.O. Box 36611

Dallas, Texas 75235

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 Attachment B hereto (Option Aircraft).

1.    Delivery of Option Aircraft.

The Option Aircraft will be delivered to Buyer during or before the months set forth in Attachment B to this Letter Agreement.

2.    Price.

2.1    The advance payment base prices of the Option Aircraft are set forth in Attachment B to this Agreement. The Option Aircraft pricing elements and associated pricing terms and conditions are given in Attachment A to this Letter Agreement.

2.2    The Advance Payment Base Prices of the Option Aircraft identified in Attachment B to this Letter Agreement 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 Option Aircraft (expressed in 2011 STE dollars). Attachment B to this Letter Agreement lists the Advance Payment Base Price per Option Aircraft.

    

2.3    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.

3.    Option Aircraft Payment.

3.1    In consideration of the granting of the Options as set forth herein, on the date of execution of this Letter Agreement, 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 the definitive agreement for such Option Aircraft. In the event that 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 4 herein.

3.2    Unless otherwise agreed by the parties, advance payments in the amount of *** of the advance payment base price will be payable on the Option Aircraft in accordance with Attachment B of this Letter Agreement. The remainder of the Option Aircraft purchase price is due at the time of delivery of the Option Aircraft.

4.    Option Exercise.

4.1    To exercise its Option, Buyer will give written or telegraphic notice thereof to Boeing on or before eighteen (18) months prior to the first day of the delivery month of each Option Aircraft.

4.2    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.

5.    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 4 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.

6.    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 3.1 herein;

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

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.

***

7.    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/ Jon W. Lewis    

Its     Attorney-In-Fact    

ACCEPTED AND AGREED TO this

date: December 5    , 2014

Southwest Airlines Co.

By     /s/ Chris Monroe    

Its     VP, Treasurer    

Attachments

Model 737‑7H4 Aircraft

1.    Option Aircraft Description and Changes.

1.1    Aircraft Description. The Option Aircraft is described by Boeing Detail Specification D019A001SWA37P-1 Rev New, Dated September 23, 2010.

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.

2.    Price Description.

2.1    Price Elements Per Aircraft. The Aircraft Basic Price detailed in Attachment B to this Letter Agreement is added to the estimated Economic Price Adjustment to determine the Advance Payment Base Price of the Option Aircraft (also listed in Attachment B of this Letter Agreement).

2.2    ***

        

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. Unless otherwise noted, this Letter Agreement is solely applicable to the Block 700LUV Aircraft identified in Table 1a of the Purchase Agreement (Block 700LUV Aircraft). All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

Unless otherwise noted herein, *** This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

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.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. Unless otherwise noted, this Letter Agreement is solely applicable to the Block 800LUV Aircraft identified in Tables 1b and 1c of the Purchase Agreement (Block 800LUV Aircraft). All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

  

Unless otherwise noted herein, *** described in this Letter Agreement are provided *** in consideration of Buyer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

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.