Supplemental Agreement No. 30 to Purchase Agreement No. 1810 between The Boeing Company and Southwest Airlines Co.
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This agreement is a supplement to an existing purchase contract between The Boeing Company and Southwest Airlines Co. It documents Southwest's exercise of options to purchase four additional Boeing 737-7H4 aircraft and updates the contract's terms, tables, and incorporated documents accordingly. The agreement also specifies payment terms for the new aircraft and clarifies the status of other option aircraft available to Southwest. All other terms of the original agreement remain in effect.
EX-10.1 4 d11818exv10w1.txt EX-10.1 PURCHASE AGREEMENT NO. 1810 EXHIBIT 10.1 Supplemental Agreement No. 30 to Purchase Agreement No. 1810 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-7H4 Aircraft THIS SUPPLEMENTAL AGREEMENT, entered into as of October 6, 2003, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in Seattle, Washington, (Boeing) and SOUTHWEST AIRLINES CO., a Texas corporation with its 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 four (4) August 2004 Block U Option Aircraft (as Block T Aircraft) 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 and is incorporated into the Agreement by this reference. ***PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT APPLICATION FILED WITH THE COMMISSION. P.A. No. 1810 SA-30-1 K/SWA 3. Buyer and Boeing agree to document the four exercised option aircraft in a subsequent Supplemental Agreement. Consequently, Table 2 will be revised in the subsequent Supplemental Agreement to reflect the exercise of four option aircraft. NOTE - Buyer now has twenty-nine (29) `banked' Rollover Option Aircraft as a result of the option exercises covered by Supplemental Agreement No. 21, 23, 24, 26, 27, 28, 29, and 30 that may be converted to Option Aircraft at a future date subject to the terms of Letter Agreement No. 6-1162-RLL-933R19. 4. Letter Agreement No. 6-1162-JMG-747 entitled "***," is attached hereto and is hereby incorporated into the Agreement by this reference. 5. All references in the Letter Agreements associated with Purchase Agreement No. 1810 shall be deemed to refer to the purchase by Buyer of two hundred sixty-five (265) Model 737-7H4 Aircraft, fifty-eight (58) Model 737-7H4 Option Aircraft and two hundred seventeen (217) Model 737-7H4 Rollover Option Aircraft, to the extent such reference is not specifically addressed herein. 6. The Advance Payments due upon signing assuming execution of this Supplemental Agreement in October 2003 are: $*** for the August 2004 aircraft Buyer will pay the $*** directly to Boeing upon execution of this agreement. 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/ John A. McGarvey By: /s/ Laura Wright --------------------- ------------------ Its: Attorney-In-Fact Its: VP-Finance & Treasurer P.A. No. 1810 SA-30-2 K/SWA TABLE OF CONTENTS
P.A. No. 1810 i SA-30 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 ii SA-30 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iii SA-30 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iv SA-30 K/SWA Table 1 to Purchase Agreement No. 1810 Aircraft information Table
6-1162-JMG-747 Southwest Airlines Co. P.O. Box 36611 - Love Field Dallas, Texas 75235 Subject: *** 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 the sale by Boeing and the purchase by Buyer of four (4) additional Model 737-7H4 Block "T" Aircraft to be delivered in August 2004***. All terms used and not defined herein will have the same meaning as in the Agreement. 1. ***. ***. Southwest Airlines Co. 6-1162-JMG-747 Page 2 2. 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/ John A. McGarvey Its Attorney-In-Fact ACCEPTED AND AGREED TO this date:October 6, 2003 Southwest Airlines Co. By: /s/ Deborah Ackerman Its VP-General Counsel Supplemental Agreement No. 31 to Purchase Agreement No. 1810 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-7H4 Aircraft THIS SUPPLEMENTAL AGREEMENT, entered into as of October 29, 2003, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in Seattle, Washington, (Boeing) and SOUTHWEST AIRLINES CO., a Texas corporation with its 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 (1) February 2005 Block U Option Aircraft (as Block T Aircraft) and; WHEREAS, Buyer and Boeing agreed to update Table 2 to reflect the exercise of the following four (4) option aircraft as a part of Supplemental Agreement No. 30 to the Agreement and; One (1) January 2006 Aircraft One (1) August 2006 Aircraft One (1) November 2006 Aircraft One (1) December 2006 Aircraft NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows: ***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. 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. P.A. No. 1810 SA-31-1 K/SWA 2. Table 1 is deleted in its entirety and replaced by a new Table 1 which is attached hereto and is incorporated into the Agreement by this reference. 3. Table 2 is deleted in its entirety and replaced by a new Table 2 which is attached hereto and is incorporated into the Agreement by this reference. NOTE - Buyer now has thirty (30) `banked' Rollover Option Aircraft as a result of the option exercises covered by Supplemental Agreement No. 21, 23, 24, 26, 27, 28, 29, 30, and 31 that may be converted to Option Aircraft at a future date subject to the terms of Letter Agreement No. 6-1162-RLL-933R19. 4. All references in the Letter Agreements associated with Purchase Agreement No. 1810 shall be deemed to refer to the purchase by Buyer of two hundred sixty-six (266) Model 737-7H4 Aircraft, fifty-seven (57) Model 737-7H4 Option Aircraft and two hundred seventeen (217) Model 737-7H4 Rollover Option Aircraft, to the extent such reference is not specifically addressed herein. 5. The Advance Payments due upon signing assuming execution of this Supplemental Agreement in October 2003 are: *** for the February 2005 aircraft Buyer will pay the $*** directly to Boeing upon execution of this agreement. 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/ Nobuko Wiles By: /s/ Laura Wright ------------------------- ------------------ Its: Attorney-In-Fact Its: VP-Finance & Treasurer P.A. No. 1810 SA-31-2 K/SWA TABLE OF CONTENTS
P.A. No. 1810 i SA-31 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 ii SA-31 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iii SA-31 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iv SA-31 K/SWA TABLE 1 TO PURCHASE AGREEMENT NO. 1810 AIRCRAFT INFORMATION TABLE
TABLE 2 TO PURCHASE AGREEMENT NO. 1810 (LETTER AGREEMENT NO. 6-1162-RLL-933R19) OPTION AIRCRAFT INFORMATION TABLE PRICE DESCTIPTION OF OPTION AIRCRAFT:
DELIVERY OF ROLLOVER OPTION AIRCRAFT:
REMAINING OPTION AIRCRAFT: 57
Supplemental Agreement No. 32 to Purchase Agreement No. 1810 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-7H4 Aircraft THIS SUPPLEMENTAL AGREEMENT, entered into as of November 17, 2003, 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 three (3) March 2005 Block U Option Aircraft (as Block T Aircraft) and; WHEREAS, Buyer and Boeing have agreed to reschedule the deliveries of the November 2003 Aircraft to December 2003, and the December 2003 Aircraft to November 2003; 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 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. 2. Table 1 is deleted in its entirety and replaced by a new Table 1 which is attached hereto and is incorporated into the Agreement by this reference. P.A. No. 1810 SA-32-1 K/SWA 3. Table 2 is deleted in its entirety and replaced by a new Table 2 which is attached hereto and is incorporated into the Agreement by this reference. NOTE - Buyer now has thirty (33) `banked' Rollover Option Aircraft as a result of the option exercises covered by Supplemental Agreement No. 21, 23, 24, 26, 27, 28, 29, 30, 31 and 32 that may be converted to Option Aircraft at a future date subject to the terms of Letter Agreement No. 6-1162-RLL-933R19. 4. Letter Agreement No. 6-1162-CHL-217 entitled "Rescheduled Flight Test Aircraft" is attached hereto and is incorporated into the Agreement by this reference. 5. All references in the Letter Agreements associated with Purchase Agreement No. 1810 shall be deemed to refer to the purchase by Buyer of two hundred sixty-nine (269) Model 737-7H4 Aircraft, fifty-four (54) Model 737-7H4 Option Aircraft and two hundred seventeen (217) Model 737-7H4 Rollover Option Aircraft, to the extent such reference is not specifically addressed herein. 6. The Advance Payments due upon signing assuming execution of this Supplemental Agreement in November 2003 are: $*** for the March 2005 aircraft (quantity of three) Buyer will pay the $*** directly to Boeing on or before Monday, November 17, 2003. 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/ Charles Leach By: /s/ Laura Wright ------------------------ ------------------ Its: Attorney-In-Fact Its: VP-Finance & Treasurer P.A. No. 1810 SA-32-2 K/SWA TABLE OF CONTENTS
TABLE OF CONTENTS CON'T
LETTER AGREEMENTS 1810-1 Waiver of Aircraft Demonstration Flight P.A. No. 1810 ii SA-32 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iii SA-32 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iv SA-32 K/SWA TABLE 1 TO PURCHASE AGREEMENT NO. 1810 AIRCRAFT INFORMATION TABLE
Table 2 to Purchase Agreement No. 1810 (Letter Agreement No. 6-1162-RLL-933R19) Option Aircraft Information Table PRICE DESCTIPTION OF OPTION AIRCRAFT:
DELIVERY OF ROLLOVER OPTION AIRCRAFT:
REMAINING OPTION AIRCRAFT: 54
6-1162-CHL-217 Southwest Airlines Co. P.O. Box 36611 - Love Field Dallas, Texas 75235 Subject: Rescheduled Flight Test 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 recognition of the additional time required to complete flight testing and certification activities related to the Enhanced Digital Flight Control System and the Global Navigation Satellite Landing System on Buyer's Aircraft originally scheduled to deliver in November 2003, Buyer and Boeing hereby agree to reschedule the delivery of the November 2003 Aircraft (YA142, MSN 29841) to December 2003. Pursuant to Article 2 of the Agreement, Boeing hereby notifies Buyer that this Aircraft will be tendered for delivery on or about December 3, 2003. Buyer and Boeing further agree to reschedule the December 2003 Aircraft (YA144, MSN 33720) to November 2003 and pursuant to Article 2 of the Agreement, Boeing hereby notifies Buyer that this Aircraft will be tendered for delivery on November 19, 2003. The Advance Payment Base Price of the respective Aircraft will remain unchanged but the Economic Price Adjustment and final Aircraft Price will be calculated based on the rescheduled month of delivery in accordance with Exhibit D. Southwest Airlines Co. 6-1162-CHL-217 Page 2 Very truly yours, THE BOEING COMPANY By /s/ Charles Leach -------------------------- Its Attorney-In-Fact ACCEPTED AND AGREED TO this date: November 17 , 2003 SOUTHWEST AIRLINES CO. By /s/ Deborah Ackerman ------------------------- Its VP-General Counsel Supplemental Agreement No. 33 to Purchase Agreement No. 1810 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-7H4 Aircraft THIS SUPPLEMENTAL AGREEMENT, entered into as of December 17, 2003, 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 two (2) April 2005 Block U Option Aircraft (as Block T Aircraft) 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 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT APPLICATION FILED WITH THE COMMISSION. P.A. No. 1810 SA-33-1 K/SWA 2. Table 1 is deleted in its entirety and replaced by a new Table 1 which is attached hereto and is incorporated into the Agreement by this reference. 3. Table 2 is deleted in its entirety and replaced by a new Table 2 which is attached hereto and is incorporated into the Agreement by this reference. NOTE - Buyer now has thirty-five (35) `banked' Rollover Option Aircraft as a result of the option exercises covered by Supplemental Agreement No. 21, 23, 24, 26, 27, 28, 29, 30, 31, 32, and 33 that may be converted to Option Aircraft at a future date subject to the terms of Letter Agreement No. 6-1162-RLL-933R19. 4. All references in the Letter Agreements associated with Purchase Agreement No. 1810 shall be deemed to refer to the purchase by Buyer of two hundred seventy-one (271) Model 737-7H4 Aircraft, fifty-two (52) Model 737-7H4 Option Aircraft and two hundred seventeen (217) Model 737-7H4 Rollover Option Aircraft, to the extent such reference is not specifically addressed herein. 6. The Advance Payments due upon signing assuming execution of this Supplemental Agreement in December 2003 are: $*** for the April 2005 aircraft (quantity of two) Buyer will pay the $*** directly to Boeing on or before Tuesday, December 23, 2003. 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/ Nobuko Wiles By: /s/ Laura Wright ------------------------- ----------------- Its: Attorney-In-Fact Its: VP-Finance & Treasurer P.A. No. 1810 SA-33-2 K/SWA TABLE OF CONTENTS
P.A. No. 1810 i SA-33 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 ii SA-33 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iii SA-33 K/SWA TABLE OF CONTENTS CON'T
P.A. No. 1810 iv SA-33 K/SWA TABLE 1 TO PURCHASE AGREEMENT NO. 1810 AIRCRAFT INFORMATION TABLE
Table 2 to Purchase Agreement No. 1810 (Letter Agreement No. 6-1162-RLL-933R19) Option Aircraft Information Table PRICE DESCTIPTION OF OPTION AIRCRAFT:
DELIVERY OF ROLLOVER OPTION AIRCRAFT:
REMAINING OPTION AIRCRAFT: 52
