Supplemental Agreement No.65 to Purchase Agreement No.1810 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-7H4 Aircraft (the Aircraft)
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 BOEING SUPPLEMENTAL AGREEMENT ex10_1.htm
Exhibit 10.1
CONFIDENTIAL TREATMENT
Supplemental Agreement No. 65
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 8, 2010, by and between THE BOEING COMPANY, a Delaware corporation with principal offices in Seattle, Washington, (Boeing) and SOUTHWEST AIRLINES CO., a Texas corporation with principal offices in Dallas, Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement No. 1810 dated January 19, 1994, relating to Boeing Model 737-7H4 aircraft (the Agreement) and;
WHEREAS, Boeing and Buyer have agreed to revise the Option Exercise Date of four (4) Option Aircraft as follows (Revised Exercise Date for Option Aircraft):
| Aircraft Delivery Mo. & Yr. | Number of Option Aircraft | New Option Exercise Date |
| Aug-2011 | 2 | July 1, 2010 |
| Sep-2011 | 1 | July 1, 2010 |
| Oct-2011 | 1 | July 1, 2010 |
and
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:
| 1. | The Table of Contents of the Agreement is deleted in its entirety and a new Table of Contents is attached hereto and incorporated into the Agreement by this reference. |
***Pursuant to 17 CRF 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.
| P.A. No. 1810 | SA-65-1 |
| K/SWA |
| 2. | Table 2 is deleted in its entirety and replaced by a new Table 2 which is attached hereto to reflect the changes to the Option Exercise Date for the Revised Exercise Date for Option Aircraft. |
The Agreement will be deemed to be supplemented to the extent herein provided and as so supplemented will continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
| THE BOEING COMPANY | SOUTHWEST AIRLINES CO. |
| By: _/s/ Isabelle Sessions_______ | By: /s/ Scott Topping__________ |
| Its: Attorney-In-Fact ________ | Its:_VP Treasurer______________ |
| P.A. No. 1810 | SA-65-2 |
| K/SWA |
TABLE OF CONTENTS
| ARTICLES | Page Number | SA Number | |
| 1. | Subject Matter of Sale | 1-1 | SA-13 |
| 2. | Delivery, Title and Risk of Loss | 2-1 | SA-28 |
| 3. | Price of Aircraft | 3-1 | SA-47 |
| 4. | Taxes | 4-1 | |
| 5. | Payment | 5-1 | |
| 6. | Excusable Delay | 6-1 | |
| 7. | Changes to the Detail Specification | 7-1 | SA-1 |
| 8. | Federal Aviation Requirements and Certificates and Export License | 8-1 | |
| 9. | Representatives, Inspection, Flights and Test Data | 9-1 | |
| 10. | Assignment, Resale or Lease | 10-1 | |
| 11. | Termination for Certain Events | 11-1 | |
| 12. | Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance | 12-1 | |
| 13. | Buyer Furnished Equipment and Spare Parts | 13-1 | |
| 14. | Contractual Notices and Requests | 14-1 | |
| 15. | Miscellaneous | 15-1 |
| P.A. No. 1810 | i |
| K/SWA | SA-65 |
TABLE OF CONTENTS CON'T
| TABLE | SA Number | |
| 1. | Aircraft Information Table | SA-63 |
| 2. | Option Aircraft Information Table | SA-65 |
| EXHIBITS | | |
| A | Aircraft Configuration | SA-61 |
| B | Product Assurance Document | SA-1 |
| C | Customer Support Document | |
| D | Price Adjustments Due to Economic Fluctuations - Aircraft | |
| E | Buyer Furnished Equipment Provisions Document | |
| F | Defined Terms Document |
| LETTER AGREEMENTS | |
| 1810-1 | Waiver of Aircraft Demonstration Flight |
| P.A. No. 1810 | ii |
| K/SWA | SA-65 |
TABLE OF CONTENTS CON'T
| RESTRICTED LETTER AGREEMENTS | SA Number | |
| 6-1162-RLL-932R2 | Promotional Support | SA-13 |
| 6-1162-RLL-933R21 | Option Aircraft | SA-60 |
| 6-1162-RLL-934R3 | Disclosure of Confidential Information | SA-14 |
| 6-1162-RLL-935R1 | Performance Guarantees | SA-1 |
| 6-1162-NIW-890 | *** | SA-39 |
| 6-1162-RLL-936R4 | Certain Contractual Matters | SA-4 |
| 6-1162-RLL-937 | Alternate Advance Payment Schedule | |
| 6-1162-RLL-938 | *** | |
| 6-1162-RLL-939R1 | Certification Flight Test Aircraft | SA-1 |
| 6-1162-RLL-940R1 | Training Matters | SA-1 |
| 6-1162-RLL-941R2 | Other Matters | SA-13 |
| 6-1162-RLL-942 | Open Configuration Matters | |
| 6-1162-RLL-943R1 | Substitution Rights | SA-6 |
| 6-1162-RLL-944 | *** | |
| 6-1162-RLL-945 | Comparison of 737-7H4 and 737-3H4 Block Fuel Burn | |
| 6-1162-RLL-1855R3 | Additional Contractual Matters | SA-4 |
| 6-1162-RLL-1856 | *** | SA-1 |
| 6-1162-RLL-1857 | Service Ready Validation Program Field Test | SA-1 |
| 6-1162-RLL-1858R1 | Escalation Matters | SA-4 |
| P.A. No. 1810 | iii |
| K/SWA | SA-65 |
TABLE OF CONTENTS CON'T
| RESTRICTED LETTER AGREEMENTS | SA Number | |
| 6-1162-RLL-2036 | Amortization of Costs for Customer Unique Changes | SA-1 |
| 6-1162-RLL-2037 | Reconciliation of the Aircraft Basic Price | SA-1 |
| 6-1162-RLL-2073 | Maintenance Training Matters | SA-1 |
| 6-1162-KJJ-054R1 | Business Matters | |
| 6-1162-KJJ-055R1 | Structural Matters | SA-25 |
| 6-1162-KJJ-056 | Noise and Emission Matters | SA-13 |
| 6-1162-KJJ-057 | Product Development Matters | SA-13 |
| 6-1162-KJJ-058 | Additional Substitution Rights | SA-13 |
| 6-1162-KJJ-150 | Flight Control Computer & Mode Control Panel Spares Matter | SA-14 |
| 6-1162-MSA-185R3 | Delivery Change Contractual Matters | SA-21 |
| 6-1162-JMG-669R8 | *** | SA-54 |
| 6-1162-JMG-747R1 | *** | SA-36 |
| 6-1162-CHL-217 | Rescheduled Flight Test Aircraft | SA-32 |
| 6-1162-NIW-606R1 | *** | SA-36 |
| 6-1162-NIW-640 | Early Delivery of Two April 2004 Aircraft | SA-35 |
| 6-1162-NIW-889 | Warranty - Exterior Color Schemes and Markings for YA143 and on | SA-39 |
| 6-1162-NIW-1142 | *** | SA-43 |
| 6-1162-NIW-1369 | *** | SA-46 |
| P.A. No. 1810 | iv |
| K/SWA | SA-65 |
| 6-1162-NIW-1983 *** | SA-62 |
| SWA-PA-1810-LA-1000419 *** | SA64 |
| P.A. No. 1810 | v |
| K/SWA | SA-65 |
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: | 56 | |||
| SWA – PA1810 | Page 1 | SA-65 |
| APR45652/48432 |
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-2011 | 2 | U-W-1 | *** | July 1, 2010 |
| Sep-2011 | 1 | U-W-1 | *** | July 1, 2010 |
| Oct-2011 | 1 | U-W-1 | *** | July 1, 2010 |
| Feb-2012 | 1 | U-W-1 | *** | October 1, 2010 |
| Mar-2012 | 1 | U-W-1 | *** | November 1, 2010 |
| Apr-2012 | 1 | U-W-1 | *** | December 1, 2010 |
| May-2012 | 1 | U-W-1 | *** | January 3, 2011 |
| Jun-2012 | 1 | U-W-1 | *** | February 1, 2011 |
| Jul-2012 | 1 | U-W-1 | *** | March 1, 2011 |
| Aug-2012 | 1 | U-W-1 | *** | April 1, 2011 |
| Sep-2012 | 1 | U-W-1 | *** | May 2, 2011 |
| Nov-2012 | 1 | U-W-1 | *** | July 1, 2011 |
| Dec-2012 | 1 | U-W-1 | *** | August 1, 2011 |
| Jan-2013 | 1 | U-W-1 | *** | October 3, 2011 |
| Feb-2013 | 1 | U-W-1 | *** | October 3, 2011 |
| Apr-2013 | 1 | U-W-1 | *** | January 2, 2012 |
| May-2013 | 1 | U-W-1 | *** | February 1, 2012 |
| 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 |
| 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 |
| Nov-2015 | 1 | U-W-1 | *** | July 1, 2014 |
| Jan-2016 | 1 | U-W-1 | *** | September 1, 2014 |
| Mar-2016 | 1 | U-W-1 | *** | November 3, 2014 |
| Apr-2016 | 1 | U-W-1 | *** | December 1, 2014 |
| May-2016 | 1 | U-W-1 | *** | January 1, 2015 |
| Jun-2016 | 1 | U-W-1 | *** | February 2, 2015 |
| Jul-2016 | 1 | U-W-1 | *** | March 2, 2015 |
| Aug-2016 | 1 | U-W-1 | *** | April 1, 2015 |
| Sep-2016 | 1 | U-W-1 | *** | May 1, 2015 |
| Oct-2016 | 1 | U-W-1 | *** | June 1, 2015 |
| Nov-2016 | 1 | U-W-1 | *** | July 1, 2015 |
| Dec-2016 | 1 | U-W-1 | *** | August 3, 2015 |
| Jan-2017 | 1 | U-W-1 | *** | September 1, 2015 |
| Feb-2017 | 1 | U-W-1 | *** | October 1, 2015 |
| Mar-2017 | 1 | U-W-1 | *** | November 2, 2015 |
| Apr-2017 | 1 | U-W-1 | *** | December 1, 2015 |
| May-2017 | 1 | U-W-1 | *** | Janaury 1, 2016 |
| Jun-2017 | 1 | U-W-1 | *** | February 1, 2016 |
| Jul-2017 | 1 | U-W-1 | *** | March 1, 2016 |
| Aug-2017 | 2 | U-W-1 | *** | April 1, 2016 |
| Sep-2017 | 2 | U-W-1 | *** | May 2, 2016 |
| Oct-2017 | 2 | U-W-1 | *** | June 1, 2016 |
| Nov-2017 | 2 | U-W-1 | *** | July 1, 2016 |
| Dec-2017 | 2 | U-W-1 | *** | August 1, 2016 |
| Total | 56 | |||
| | ||||
| * 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 – PA1810 | Page 2 | SA-65 |
| APR45652/48432 |
