Supplemental Agreement to Purchase Agreement
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EX-10.1 2 exhibit_10-1.htm EXHIBIT 10.1 SUPPLEMENTAL AGREEMENT NO. 48 Exhibit 10.1 Supplemental Agreement No. 48
Exhibit 10.1
Supplemental Agreement No. 48
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 June 15, 2006, 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 and Boeing (Parties) agreed to correct Table 1 to show Special Features amount of *** and Aircraft Basic Price of *** for Block T-W-1 / T-W-1a in order to apply escalation factors based on 2nd quarter 2001 forecast to maintain Advance Payment Base Prices as indicated in page 3 and 4 of Table 1 as Parties agreed as a part of Supplemental Agreement No. 47 to the Agreement 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.
2. Page 1 of Table 1 is replaced by a new page 1 of Table 1 which is attached hereto and is incorporated into the Agreement by this reference.
3. All references in the Letter Agreements associated with Purchase Agreement No. 1810 shall be deemed to refer to the purchase by Buyer of three hundred seventy (370) Model 737-7H4 Aircraft, one hundred sixteen (116) 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.
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/ Shinko Wiles | By: /s/ Laura Wright | |
Its: Attorney-In-Fact | Its: CFO & SVP - Finance |
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 becomes Firm Aircraft after signing of SA-47 and | |||||
Firm Aircaft contracted to deliver in July 2008 and on at the signing of SA47 -- | |||||
(T-W-2a Aircraft -- Advance Payment Schedule per LA 6-1162-JGM-669) | |||||
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 |
TABLE OF CONTENTS CON'T
SA | ||
Number | ||
TABLE | ||
1. | Aircraft Information Table | SA-48 |
(page 1 only) | ||
2. | Option Aircraft Information Table | SA-47 |
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 |
TABLE OF CONTENTS CON'T
SA | ||||
Number | ||||
RESTRICTED LETTER AGREEMENTS | ||||
6-1162-RLL-932R2 | Promotional Support | SA-13 | ||
6-1162-RLL-933R20 | *** | SA-47 | ||
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 | Airframe Maintenance Material Cost | |||
Protection Program | ||||
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 |
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-669R7 | *** | SA-47 |
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 |
Memorandum |