SUPPLEMENTAL AGREEMENT NO. 17 to PURCHASE AGREEMENT NO. 03729 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-8 and 737-7 Aircraft


SUPPLEMENTAL AGREEMENT XX. 00

xx

XXXXXXXX XXXXXXXXX XX. 00000

between

THE BOEING COMPANY

and

SOUTHWEST AIRLINES CO.

Relating to Boeing Model 737-8 and 737-7 Aircraft

THIS SUPPLEMENTAL AGREEMENT NO. 17 (SA-17), entered into as of June 3, 2022, is made between THE BOEING COMPANY, a Delaware corporation (Boeing), and SOUTHWEST AIRLINES CO., a Texas corporation (Customer).


RECITALS:

WHEREAS, Customer and Boeing entered into Purchase Agreement Number PA-03729 dated December 13, 2011 (as amended and supplemented, Purchase Agreement) relating to the purchase and sale of Boeing model 737-8 (737-8 Aircraft) and model 737-7 aircraft (737-7 Aircraft) (737-8 Aircraft and 737-7 Aircraft collectively, the “Aircraft”). This SA-17 is an amendment to and is incorporated into the Purchase Agreement. Capitalized terms used herein but not otherwise defined will have the meaning set forth in the Purchase Agreement; and

WHEREAS, Customer and Boeing agree to incorporate into the Remarket Aircraft documents the amendments and additions to certain Letter Agreements and Exhibits provided in this SA-17.

NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:

1.TABLE OF CONTENTS.

The Table of Contents of the Purchase Agreement is hereby deleted in its entirety and replaced by a new Table of Contents (attached), which lists the Tables, Exhibits, and Letter Agreements revised or added by this SA-17 and is identified by “SA-17”. Such revised Table of Contents is incorporated into the Purchase Agreement by this reference.

[***] = Certain identified information has been excluded from the exhibit because it is both not material and is of the type that the registrant treats as private or confidential.



SWA-PA-03729	1	SA-17
	BOEING PROPRIETARY

2.TABLES.

There are no changes to the Tables as a result of this SA-17.

3.LETTER AGREEMENTS.

3.1.Letter Agreement No. SWA-PA-03729-LA-2100594 entitled 737-8 Remarket Aircraft, is hereby deleted in its entirety and replaced by Letter Agreement No. SWA-PA-03729-LA-2100594R1.

3.2.Letter Agreement No. SWA-PA-03729-LA-2100700 entitled Remarket Aircraft – Open Matters, is hereby deleted in its entirety and replaced by Letter Agreement No. SWA-PA-03729-LA-2100700R1 entitled Remarket Aircraft – Configuration Matters.

4.EXHIBITS.

4.1.New Exhibit A-3, “Supplemental Aircraft Delivery Configuration”, is attached hereto and incorporated into the Purchase Agreement by this reference, containing the aircraft configuration for the modified Remarket Aircraft.

4.2.The Exhibit B-1, “Remarket Aircraft Technical Acceptance and Delivery Requirements and Responsibilities” is hereby deleted in its entirety and replaced by a new Exhibit B-1 (identified by “SA-17”) attached hereto and incorporated into the Purchase Agreement by reference.

5.[***] IMPACT.

There are no impacts to [***] as a result of this SA-17.

The Purchase Agreement is amended and supplemented to the extent herein provided and as so amended and 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/Carson J. May			By: /s/ Xxxxx Xxxxxx

Name: Carson J. May			Name: Xxxxx Xxxxxx

Its: Attorney-In-Fact			Its: SVP Finance and Treasurer



SWA-PA-03729	2	SA-17
	BOEING PROPRIETARY

TABLE OF CONTENTS

ARTICLES

TITLES

Article 1

Quantity, Model and Description

SA-2

Article 2

Delivery Schedule

Article 3

Price

Article 4

Payment

SA-2

Article 5

Additional Terms

TABLE

TITLE

737-8 Aircraft Information Table

SA-16

737-7 Aircraft Information Table

SA-16

EXHIBIT

737-8 Aircraft Configuration

SA-11

737-7 Aircraft Configuration

XX-0

X-0

737-8 Remarket Aircraft Configuration

SA-17

Aircraft Delivery Requirements and Responsibilities

B-1

Remarket Aircraft Technical

SA-17

Acceptance and Delivery Requirements and Responsibilities

SUPPLEMENTAL EXHIBITS

TITLES

AE1*

Escalation Adjustment/Airframe and Optional Features

BFE1

BFE Variables for 737-8

SA-7

BFE2

BFE Variables for 737-7

SA-8

CS1

Customer Support Variables

CS1-7MAX

Customer Support Variables

XX-0

XX0*

Engine Escalation/Engine Warranty and Patent Indemnity


SWA-PA-03729		SA-17
		Page 1
	BOEING PROPRIETARY

SLP1*

Service Life Policy Components

LETTER AGREEMENTS

TITLES

SWA-PA-03729-LA-1106463R3

Open Matters

SA-8

SWA-PA-03729-LA-1106464*

[***]

SWA-PA-03729-LA-1106465*

[***]

SWA-PA-03729-LA-1106466

[***]

SWA-PA-03729-LA-1106467R2

[***]

XX-0

XXX-XX-00000-XX-0000000*

[***]

SWA-PA-03729-LA-1106469R1

[***]

XX-0

XXX-XX-00000-XX-0000000X0

[***]

XX-0

XXX-XX-00000-XX-0000000X0

Xxxxxxxxxx Aircraft

SA-12

SWA-PA-03729-LA-1106473R2

[***]

SA-12

SWA-PA-03729-LA-1106474R7

Option Aircraft

SA-16

SWA-PA-03729-LA-1106475R5

[***]

SA-14

SWA-PA-03729-LA-1106476R2

[***]

SA-8

SWA-PA-03729-LA-1106477*

[***]

SWA-PA-03729-LA-1106478

[***]

SWA-PA-03729-LA-1106479R1

[***]

XX-0

XXX-XX-00000-XX-0000000X0

[***]

SA-2

SWA-PA-03729-LA-1106481R2

[***]

SA-2

SWA-PA-03729-LA-1106482*

[***]

SWA-PA-03729-LA-1106483*

[***]

SWA-PA-03729-LA-1106484R3

[***]

SA-16

SWA-PA-03729-LA-1106485*

[***]


SWA-PA-03729		SA-17
		Page 2
	BOEING PROPRIETARY

LETTER AGREEMENTS

TITLES

SWA-PA-03729-LA-1209080

[***]

XX-0

XXX-XX-00000-XX-0000000

[***]

XX-0

XXX-XX-00000-XX-0000000

[***]

SA-2

SWA-PA-03729-LA-1301168R3

[***]

SA-6

SWA-PA-03729-LA-1301170R3

[***]

XX-00

XXX-XX-00000-XX-0000000

[***]

XX-0

XXX-XX-00000-XX-0000000

Service Ready Operational Validation

XX-0

XXX-XX-00000-XX-0000000

[***]

SA-7

SWA-PA-03729-LA-1602486R1

[***]

SA-12

SWA-PA-03729-LA-2100594R1

737-8 Remarket Production Aircraft

SA-17

SWA-PA-03729-LA-2100700R1

737-8 Configuration Matters – Remarket Production Aircraft

XX-00

XXX-XX-00000-XX-0000000

[***]

SA-12

SWA-PA-03729-LA-2100812R1

[***]

XX-00

XXX-XX-00000-XX-0000000

[***]

SA-12

SWA-PA-03729-LA-2100814R1

[***]

XX-00

XXX-XX-00000-XX-0000000

[***]

SA-12

SWA-PA-03729-LA-2100825R1

[***]

XX-00

XXX-XX-00000-XX-0000000

[***]

XX-00

XXX-XX-00000-XX-0000000

[***]

SA-12

SWA-PA-03729-LA-2103755

2022/2023 Production Plan

SA-16

* Denotes revision to Page 1 or Page 2 only to reference 737-7 (SA-2)


SWA-PA-03729		SA-17
		Page 3
	BOEING PROPRIETARY

INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS

RESTRICTED LETTER AGREEMENTS


Letter Agreement	Title	Last Updated under SA	Current Status
SWA-PA-03729-LA-1106472R1	[***]	SA-2	Deleted under XX-0
XXX-XX-00000/00000-XX-0000000	[***]	SA-2	Deleted under XX-0


XXX-XX-00000		SA-17
		Page 4
	BOEING PROPRIETARY


SUPPLEMENTAL AIRCRAFT DELIVERY CONFIGURATION

between

THE BOEING COMPANY

and

SOUTHWEST AIRLINES CO

EXHIBIT A-3 to PURCHASE AGREEMENT
NUMBER PA-03729



						Page 1
			BOEING PROPRIETARY


EXHIBIT A-3
SUPPLEMENTAL AIRCRAFT DELIVERY CONFIGURATION

DATED JUNE 3, 2022

relating to

BOEING MODEL 737-8 AIRCRAFT

The As-Built Configuration of the aircraft with effectivities of 1C691, 1C692-1C694, 1C511-1C513, and 1C514-1C517 (Aircraft) is described in Exhibit A-3. The “Delivery Configuration” of the Aircraft will be comprised of Exhibit A with incorporation of the Master Change Kits (MKs) of this Supplemental Configuration Exhibit A-3 listed below.

A “Delivery Detail Specification” will be provided describing the Delivery Configuration of the Aircraft comprised of Detail Specification D019A008SWA18P-5-(insert MSN: 60186, 60188, 60187, 60219, 60223, 60225, 60226, 60650, 60649, 60652, or 60653) (As-Built Configuration), as amended to incorporate the MKs listed below; including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable, Boeing will provide to Customer the Delivery Detail Specification. [***]


SWA-PA-03729-EX A-3		SA-17
		Page 2
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

0110-000030

MAJOR MODEL 737 AIRPLANE

Accepted

0110E131A08

MINOR MODEL 737-8 AIRPLANE

Accepted

0160F303C15

AIRPLANE IDENTIFICATION INFORMATION - TCI/ROJ - 1C511

Accepted

0160F350A37

AIRPLANE IDENTIFICATION INFORMATION - CDX/ROJ - 1C691

Accepted

0160F350B74

AIRPLANE IDENTIFICATION INFORMATION - CDX/ROJ - 1C692

Accepted

0160F350F09

RR 97283-24 - AIRPLANE IDENTIFICATION NUMBERS - CDX/ROJ - 1C691

Accepted

0160F351A40

AIRPLANE IDENTIFICATION INFORMATION - ROJ - 1C514

Accepted

0170B401A73

CLIMATE - NORMAL WEATHER OPERATIONS

Accepted

0170B871A31

GALLEY AFT COMPLEX - G4B GALLEY - DOMED AFT BULKHEAD (BASELINE)

Accepted

0170D387A08

AVIONICS - DUAL FMC WITH MULTI-CONTROL DISPLAY UNIT

Accepted

0170D837A13

FLEXIBLE CERTIFICATION

Accepted

0170E432100

PC - FORWARD COMPLEX - ADVANCED LAVATORY WITH MINIMUM GALLEY CAPACITY AND WITHOUT CURTAIN AND CURTAIN TRACK - 737 BOEING SKY INTERIOR

Accepted

0170E432101

PC - LAVATORY AFT COMPLEX - TWO ADVANCED LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS AND NO CURTAIN AND CURTAIN TRACK

Accepted

0170E516A14

COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF

Accepted

0170E526A94

LAVATORY AFT COMPLEX - TWO ADVANCED LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS

Accepted

0170E568H37

FLIGHT COMPARTMENT - ONE OBSERVER WITH 2-BTP FIRE EXTINGUISHER

Accepted

0170E656A04

AIRFRAME - 737-8

Accepted

0170E806A23

CARGO LINERS- HEAVY DUTY - FORWARD

Accepted

0170E806A26

CARGO LINERS- HEAVY DUTY- AFT

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 3
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

0170E895B97

FORWARD COMPLEX - ADVANCED LAVATORY WITH MINIMUM GALLEY CAPACITY - BOEING SKY INTERIOR

Accepted

0220E684A09

TYPE CERTIFICATE & CERTIFICATE OF AIRWORTHINESS

Accepted

0220F350K72

MP - TYPE CERTIFICATE & CERTIFICATE OF AIRWORTHINESS - REVISE COUNTRY OF REGISTRATION AND OPERATION - USA IN LIEU OF INDIA

Accepted

0221-000026

TAKEOFF AND LANDING WITH TAILWIND UP TO 15 KNOTS

Accepted

0221A609B52

DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT

Accepted

0221C483C66

ENGINE INOPERATIVE TEN-MINUTE TAKEOFF THRUST OPERATION

Accepted

0224E173A44

EXTENDED OPERATIONS (ETOPS) - APU ON DEMAND

Accepted

0226-000007

CATEGORY IIIA AUTOMATIC APPROACH AND LANDING

Accepted

0226C594A32

GNSS LANDING SYSTEM (GLS) - CATEGORY I APPROACH CAPABILITY - ACTIVATION

Accepted

0228E437G77

AIRPLANE FLIGHT MANUAL

Accepted

0252B299A36

INSTRUMENTATION, AIRPLANE MANUALS AND FUEL MEASURING STICKS IN METRIC UNITS - TEMPERATURE IN DEGREES CELSIUS

Accepted

0253F288A03

MP - BUYER FURNISHED EQUIPMENT - PROCUREMENT REVISION - SPE TO BFE

Accepted

0254-000003

USPHS CERTIFICATE OF SANITARY CONSTRUCTION

Accepted

0315E591E95

CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHTS

Accepted

Rejected

Accepted

0315F214J32

RR 97283-23 - OPERATIONAL WEIGHTS - REVISION - DECREASE MLW, MTOW, AND MZFW - 1C691

Accepted

0315F263A22

CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHTS

Accepted

0315F263A26

MP - CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHTS - REVISION

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 4
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

0315F802A76

RR 97029-284 - OPERATIONAL WEIGHTS - REVISION - INCREASE OPERATIONAL WEIGHTS

Accepted

Rejected

0352-000002

CUSTOMIZED LOADING SCHEDULE FOR WEIGHT & BALANCE CONTROL - ALIGNMENT CHART LOADING

Accepted

0352F816A42

RR 97029-295 - DELETION OF CUSTOMIZED LOADING SCHEDULE FOR WEIGHT AND BALANCE CONTROL - ALIGNMENT CHART LOADING

Accepted

1110E432048

EXTERIOR NON-REGULATORY MARKINGS

Accepted

1110E432049

EXTERIOR REGULATORY MARKINGS AND COLOR SCHEME

Accepted

1110F802A71

RR 97029-283 - EXTERIOR COLOR SCHEMES AND MARKINGS - REPLACEMENT - SOUTHWEST AIRLINES WINGLETS IN LIEU OF EXISTING

Accepted

1110F802A82

RR 97029-285 - EXTERIOR COLOR SCHEMES AND MARKINGS -REPLACEMENT - SOUTHWEST AIRLINES ETOPS LIVERY IN LIEU OF SPICE JET AIR LIVERY - SWA - SAME LIVERY AS SWA 1A070

Accepted

1110F802A86

RR 97029-283 - EXTERIOR COLOR SCHEMES AND MARKINGS - REPLACEMENT - SOUTHWEST AIRLINES WINGLETS IN LIEU OF EXISTING

Accepted

1130E432053

INTERIOR PLACARDS AND MARKERS

Accepted

1130E559D12

CARGO COMPARTMENT PLACARDS

Accepted

1130E666A17

REGISTRY PLACARD

Accepted

Rejected

Accepted

Rejected

1130E970B73

LIGHTED SIGNS

Accepted

1130F211A25

PRR 3M0179 - 737 MAX OWNERSHIP PLACARD IMPRINTING PRODUCTION IMPROVEMENT

Accepted

1130F211A26

PRR 3M0179 - 737 MAX REGISTRY PLACARD IMPRINTING PRODUCTION IMPROVEMENT

Accepted

1130F214J42

XX 00000-00 - XXXXXX XXXXXXXXX XXXXXXXX - 0X000

Accepted

1130F303C16

OWNERSHIP PLACARDS

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 5
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

1130F350A38

OWNERSHIP PLACARDS

Accepted

1130F350L12

RR 97029-292 - DELETION - OWNERSHIP & REGISTRY PLACARDS - ENGINES, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY

Accepted

1130F350L13

RR 97029-291 - DELETION - OWNERSHIP & REGISTRY PLACARDS - ENGINES, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY

Accepted

1130F424A01

OWNERSHIP PLACARD - AUXILIARY POWER UNIT (APU)

Canceled

Accepted

1130F424A02

OWNERSHIP PLACARD - ENGINES

Accepted

1130F424A03

OWNERSHIP PLACARD - FLIGHT COMPARTMENT

Accepted

1130F424A04

OWNERSHIP PLACARD - FORWARD LH OVERHEAD DOOR SILL

Accepted

1130F424A05

REGISTRY PLACARD

Accepted

1130F802A78

RR 97029-287 - DELETION - OWNERSHIP & REGISTRY PLACARDS- ENGINES, APU, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY

Accepted

1130F802A80

RR 97029-289 - DELETION - OWNERSHIP & REGISTRY PLACARDS- ENGINES, APU, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY

Accepted

2103D839A04

AC HEAT EXCHANGER OUTLET TEMPERATURE MONITORING SENSOR - INSTALLATION

Accepted

2130-000010

600 FPM CABIN PRESSURE ASCENT RATE

Accepted

2130-000012

350 FPM CABIN PRESSURE DESCENT RATE

Accepted

2158D839A20

ELECTRONIC RACK COOLING SYSTEM - ENHANCED E6 RACK

Accepted

2160C703A76

CABIN TEMPERATURE CONTROL SYSTEM WITH ATTENDANT PANEL ADJUSTMENT CAPABILITY - 737 BOEING SKY INTERIOR

Accepted

2170-000021

OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 6
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

2210-000003

AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE

Accepted

2210-000124

AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE HEADING SELECT

Accepted

2210-000128

AUTOFLIGHT - CONTROL WHEEL STEERING WARNING

Accepted

2210-000130

AUTOFLIGHT - AIRSPEED DEVIATION WARNING

Accepted

2210-000143

AUTOFLIGHT - ALTITUDE ALERT - 200/900 FEET

Accepted

2210C175A38

AUTOFLIGHT - GO-AROUND ROLL MODE - LNAV

Accepted

2230-000137

AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE

Accepted

2310B401A33

COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND THREE VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE

Accepted

2311B401A05

HF COMMUNICATIONS - COMPLETE PROVISIONS FOR THE SECOND HF SYSTEM

Accepted

2311B401A38

HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF SINGLE XXXXXXX AEROSPACE HF VOICE/DATA TRANSCEIVER - P/N 000-0000-000 - AND DIGITAL HF COUPLER - P/N 000-0000-000 BFE/SPE

Accepted

2312-000703

VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL SPACING

Accepted

2312B401A87

VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE XXXXXXX AEROSPACE ARINC 750 VHF-2100 TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N 000-0000-000 - BFE/SPE

Accepted

2315E516A58

SATCOM - PARTIAL WIRING AND MOUNTING PROVISIONS - L-BAND FLIGHT DECK CONNECTIVITY USING INMARSAT SB200 OR IRIDIUM CERTUS

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 7
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

2315F197A45

MP - SATCOM - INSTALLATION OF PARTIAL WIRING AND MOUNTING PROVISIONS - L-BAND FLIGHT DECK CONNECTIVITY USING INMARSAT SB200 OR IRIDIUM CERTUS

Accepted

2321-000063

SELCAL - ANNUNCIATION ON AUDIO SELECTOR PANELS

Accepted

2321B401A04

SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE

Accepted

2322C939A06

COMMUNICATIONS MANAGEMENT UNIT (CMU) - DATA LINK RECORDING ACTIVATION

Accepted

2322D347A73

CMU - INSTALLATION OF ROCKWELL XXXXXXX ARINC 758 LEVEL AOA CMU W/ARINC SERVICE PROVIDER - DATA LINK RECORDING CAPABLE - P/N 000-0000-000 - BFE / SPE

Accepted

2322E516A28

CMU - INSTALLATION OF PARTIAL PROVISIONS FOR A SINGLE CMU IN ACCORDANCE WITH ARINC 758

Accepted

2324D197A18

EMERGENCY LOCATOR TRANSMITTER (ELT) - ACR ELECTRONICS AUTOMATIC FIXED - WITH NAVIGATION INTERFACE UNIT (NIU) - MODE S BROADCAST - WITH ANTENNA P/N 110-337 - BFE/SPE

Accepted

2324E706G43

MP - LOW FREQUENCY UNDERWATER LOCATOR DEVICE (LF-ULD) - 8.8 KHZ - INSTALLATION

Accepted

2324E773A11

LOW FREQUENCY UNDERWATER LOCATOR DEVICE - 8.8 KHZ

Accepted

2331-000558

PA MIC INSTALLATION IN FLIGHT DECK AT AFT END OF AISLESTAND

Accepted

2331B754B15

PASSENGER ADDRESS (PA) SYSTEM - ARINC 715 - XXXXXXX AEROSPACE AMPLIFIER - BFE/SPE

Accepted

2331B754B17

PASSENGER ADDRESS (PA) SYSTEM - PA-IN-USE INDICATOR IN THE FLIGHT DECK

Accepted

2331E097A10

PRAM/BMM SYSTEM - PANASONIC - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 8
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

2350B872A08

AUDIO CONTROL PANEL - INTEGRATED SELCAL, CREW CALL, AND SATCOM FUNCTIONS - INSTALLATION - 3 VHF/2 HF

Accepted

2351-000034

HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1341 - BFE/SPE

Accepted

2351-000036

HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE

Accepted

2351-000043

CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - THREE POSITION WITH DETENT IN INTERPHONE POSITION

Accepted

2351A213A33

AUDIO INTEGRATION - INSTALLATION - TWO-PLUG AUDIO JACKS IN THE FLIGHT DECK

Accepted

2371A083A49

VOICE RECORDER MICROPHONE/MONITOR PANEL WIRING - BULK ERASE FUNCTION DISABLED

Accepted

2371B628B41

VOICE RECORDER - RECORDER INDEPENDENT POWER SUPPLY (RIPS) - AFT LOWERED CEILING

Accepted

2371B696P48

COCKPIT VOICE RECORDER - MANUAL(ON) / AUTO(OFF) SWITCH INSTALLATION COMPATIBLE WITH CVR RECORDER INDEPENDENT POWER SUPPLY (RIPS) INSTALLATION

Accepted

2371E716A13

VOICE RECORDER AND MICROPHONE/MONITOR - L-3 AVIATION PRODUCTS - 2 HOUR RECORDING TIME - WITH DATALINK RECORDING CAPABILITY - P/N 0000-0000-00 & P/N S152-0020-01 - BFE/SPE

Accepted

2371F816A45

RR 97029-286 - REPLACE COCKPIT VOICE RECORDER (CVR), CVR CONTROL PANEL, AND DIGITAL FLIGHT DATA RECORDER (DFDR)

Accepted

2371F816A48

RR 97029-294 - REPLACE COCKPIT VOICE RECORDER (CVR), CVR CONTROL PANEL, AND DIGITAL FLIGHT DATA RECORDER (DFDR) - BFE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 9
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

2375E526A61

FLIGHT DECK ENTRY VIDEO SURVEILLANCE SYSTEM - PARTIAL PROVISIONS FOR THREE-CAMERA SYSTEMS - MDS INTERFACE

Accepted

2375E526A63

FLIGHT DECK ENTRY VIDEO SURVEILLANCE SYSTEM - INSTALLATION INTO PARTIAL PROVISIONS - MDS INTERFACE - XXXXXXX AEROSPACE - BFE/SPE

Accepted

2375E861K81

MP - VIDEO SURVEILLANCE SYSTEM - REVISION - XXXXXXXX IN LIEU OF AD AEROSPACE SYSTEM - XXXXXXXX - SPE

Accepted

2451B815K32

POWER DISTRIBUTION - WIRING INSTALLATION FOR ADDITIONAL CAPACITY

Accepted

2520E432055

INTERIOR COLOR AND MATERIAL - STANDARD OFFERING

Accepted

2520F158A43

INTERIOR COLOR AND MATERIAL - CUSTOM - ATTENDANT SEAT UPHOLSTERY AND SEAT BELT

Accepted

2520F158A44

MP - INTERIOR COLOR AND MATERIAL - REVISION - ATTENDANT SEAT UPHOLSTERY AND SEAT BELT

Accepted

2523E432056

PASSENGER SERVICE UNITS - 737 BOEING SKY INTERIOR

Accepted

2524E432058

FORWARD LEFT HAND FULL HEIGHT WINDSCREEN WITH STOWAGE UNIT - BOEING SKY INTERIOR

Accepted

2525C204K04

HIC AND FEMUR LOAD COMPLIANCE - ECONOMY CLASS SEATS

Accepted

2525C204K05

HIC AND FEMUR LOAD COMPLIANCE - ATTENDANT SEATS

Accepted

2525F198C28

MP - PASSENGER COMPARTMENT SEATS - REPLACEMENT - RECARO IN LIEU OF LIFT BY ENCORE - SPE

Accepted

2525F198D47

ECONOMY CLASS SEATS - BFE/SPE

Accepted

2525F198D48

MP - PASSENGER SEATS - REVISION - ROW 4, RIGHT HAND, PREMIUM ECONOMY IN LIEU OF ECONOMY - SPE

Accepted

2525F288A13

MP - PASSENGER COMPARTMENT SEATS - PROCUREMENT - REVISION - SPE TO BFE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 10
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

2527F198D45

FLOOR COVERING - CARPET - BFE/SPE

Accepted

2527F198D46

MP - FLOOR COVERING - INSTALLATION - CARPET - MOHAWK - SPE

Accepted

2528E432061

OVERHEAD STOWAGE BINS - 737 BOEING SKY INTERIOR

Accepted

2528E432066

CHECKLIST HOLDER INSTALLATION - LAVATORIES A, D AND E

Accepted

2528E934H13

LITERATURE POCKET - 787 STYLE

Accepted

2530E432067

GALLEY PART NUMBERS - STANDARD EFFORT - BFE/SPE

Accepted

2530F198B83

GALLEY INSERT PART NUMBERS - BFE/SPE

Accepted

2530F198B84

MP - GALLEY INSERTS - REPLACEMENT - WATER BOILER - ZODIAC - SPE

Accepted

2540E432069

LA ADVANCED LAVATORY 2.0 SELECTABLES

Accepted

2540E432070

LD ADVANCED LAVATORY 2.0 SELECTABLES

Accepted

2540E432071

LE ADVANCED LAVATORY 2.0 SELECTABLES

Accepted

2560B693L40

FLASHLIGHTS WITH XXXXXXX, TWO - FLIGHT DECK - DME - LED - P/N P2-07-0015-002 - BFE/SPE

Accepted

2560E097A48

PROTECTIVE GLOVES - FLIGHT DECK - TIGHITCO - BFE/SPE

Accepted

2560E526B32

PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SECOND OBSERVERS SEAT STANCHIONS - XXXXXXX AEROSPACE - P/N E28180-20-0006 - BFE/SPE

Accepted

2560F197A06

CREW LIFE VESTS - FLIGHT DECK, NO SECOND OBSERVER - SWITLIK P/N S-61850-7409-SPJ112 - BFE/SPE

Accepted

2560F197A07

MP - CREW LIFE VESTS - REPLACEMENT - FLIGHT DECK, NO SECOND OBSERVER - SWITLIK P/N S-61850-7409-SPJ112 IN LIEU OF EASTERN AERO MARINE P/N P01074-101WC - SPE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 11
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

2560F197A40

MP - PROTECTIVE BREATHING EQUIPMENT - REPLACEMENT - SECOND OBSERVER'S SEAT STANCHIONS - B E AEROSPACE SYSTEMS GMBH - P/N E28180-20-0006 IN LIEU OF BE AEROSPACE - P/N 119003-21 - SPE

Accepted

2562F198D76

OVERWATER EMERGENCY EQUIPMENT - BFE/SPE - 737 BOEING SKY INTERIOR

Accepted

2562F198D81

MP - OVERWATER EMERGENCY EQUIPMENT - REPLACEMENT - PORTABLE ELT AND BRACKET - HONEYWELL - SPE

Accepted

2562F198D82

MP - OVERWATER EMERGENCY EQUIPMENT - REPLACEMENT - PORTABLE ELT AND BRACKET - HONEYWELL - BFE

Accepted

2564E432204

DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - BFE/SPE - 737 BOEING SKY INTERIOR

Accepted

2622E088A14

APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINE BOTTLES

Accepted

2841-000004

STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS

Accepted

2841-000011

FUEL QUANTITY PRESELECT CAPABILITY ON RIGHT WING FUELING PANEL

Accepted

2911-000042

ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - XXXXX (XXXXXXX) - 10-62167

Accepted

2912E704A20

AC MOTOR-DRIVEN HYDRAULIC PUMPS - XXXXX (XXXXXXX) - S276A100

Accepted

3041-000003

NO HEATED FLIGHT COMPARTMENT NUMBER 3 WINDOW

Accepted

3131-000143

ACCELEROMETER - HONEYWELL P/N 000-0000-000 - BFE/SPE

Accepted

3131E103A15

DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) - CATIIIB/IAN/GLS/NPS CAPABLE - WITH ACMS CAPABILITY - ONS - SFE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 12
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

3131E716A09

DIGITAL FLIGHT DATA RECORDER (DFDR) - L-3 AVIATION PRODUCTS - 1024 WORD PER SECOND MAXIMUM DATA RATE P/N 0000-0000-00 - BFE/SPE

Accepted

3133-000123

ARINC 740 PRINTER PROVISIONS IN THE FLIGHT DECK AISLESTAND

Accepted

3133E568J10

MULTI-INPUT PRINTER -ARINC 740 - ASTRONOVA - P/N 42907100 - BFE/SPE

Accepted

3133F183C90

MP - FLIGHT COMPARTMENT PRINTER - PROCUREMENT REVISION - BFE TO SPE

Accepted

3133F197A31

MP - MULTI-INPUT PRINTER - ARINC 740 - INSTALLATION INTO PARTIAL PROVISIONS - ASTRONOVA - P/N 42907100 - BFE

Accepted

3133F288A02

MP - FLIGHT COMPARTMENT PRINTER - PROCUREMENT - REVISION - BFE TO SPE

Accepted

3135E526B33

ONBOARD NETWORK SYSTEM - QUICK ACCESS RECORDER - DAR OUTPUT

Accepted

3161-000070

ENGINE OIL QUANTITY DISPLAY - QUARTS - ENGINE DISPLAY

Accepted

3161-000133

ENGINE FUEL FLOW - FULL TIME DISPLAY - PRIMARY ENGINE DISPLAY UNIT

Accepted

3161E568A38

CDS - FUEL QUANTITY DISPLAY WITH NUMERIC READOUT ONLY - ENABLE

Accepted

3162-000018

ATTITUDE COMPARATOR - FLASHING - ADI

Accepted

3162-000022

FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI

Accepted

3162-000028

RADIO ALTITUDE - BELOW ADI

Accepted

3162-000030

RISING RUNWAY - DISPLAYED ON THE ADI

Accepted

3162-000036

LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT DISPLAY

Accepted

3162-000040

BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF RADIO ALTITUDE MINIMUMS - PRIMARY FLIGHT DISPLAY

Accepted

3162-000044

TCAS RESOLUTION ADVISORY - VSI

Accepted

3162-000046

SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 13
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

3162-000051

ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE

Accepted

3162-000059

MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY

Accepted

3162-000064

RANGE ARCS - NAVIGATION DISPLAY

Accepted

3162-000079

MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY

Accepted

3162-000084

TCAS 3 NM RANGE RING - NAVIGATION DISPLAY

Accepted

3162-000088

AIRSPEED BUG - ENABLED - 80 KNOT SETTING - MACH AIRSPEED INDICATOR

Accepted

3162-000355

V1 AURAL CALLOUT - FLIGHT DECK

Accepted

3162A627A32

SOFTWARE ACTIVATION - DOUBLE DERATE INDICATION - ENABLE

Accepted

3162A627A38

CDS - SOFTWARE ACTIVATION - HORIZON LINE HEADING SCALE - ENABLE

Accepted

3162A627A42

CDS - SOFTWARE ACTIVATION - REF FLAP/SPEED ANNUNCIATION - ENABLE

Accepted

3162C594A29

CDS - SOFTWARE ACTIVATION - NAVIGATION PERFORMANCE SCALES - ENABLE

Accepted

3162E967A02

RSAT - SPEEDBRAKE WARNING

Accepted

3244-000009

PARKING BRAKE WARNING LIGHT - NOSE LANDING GEAR AREA

Accepted

3245B290A77

WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - XXXXXXX AEROSPACE - INSTALLATION WITH SFE 12 PR, 235 MPH RATED RADIAL TIRES

Accepted

3245B290A92

BRAKES - CARBON - XXXXXXX AEROSPACE

Accepted

3245F216A01

WHEELS AND TIRES - MAIN LANDING GEAR - WHEELS FOR CARBON BRAKES - XXXXXXXX - INSTALLATION WITH 32 PR, 235 MPH RADIAL TIRES

Accepted

3245F216A02

MP - WHEELS, TIRES AND BRAKES - REPLACEMENT - MAIN LANDING GEAR - WHEELS AND TIRES FOR CARBON BRAKES - XXXXXXXX - MAX9 WHEELS AND 32-PR TIRES IN LIEU OF MAX8 WHEELS AND 30-PL TIRES

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 14
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

3245F802B24

RR 97029-293 - REPLACEMENT - WHEELS AND TIRES - MAIN AND NOSE LANDING GEAR WHEELS AND TIRES WITHOUT TPIS IN LIEU OF WHEELS AND TIRES WITH TPIS

Accepted

3249E173A73

TIRE PRESSURE INDICATION SYSTEM - INSTALLATION

Accepted

3321C869A65

PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL - 737 BOEING SKY INTERIOR

Accepted

3324C195A05

NO SMOKING SIGN - SILK SCREENED SYMBOL

Accepted

3350A704A19

EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT

Accepted

3412E437F31

DUAL ELEMENT ASPIRATED TAT PROBE (FOR FMC) - INSTALLED IN A NON-ASPIRATED CONFIGURATION

Accepted

3430F197A39

MP - MULTI-MODE RECEIVER (MMR) AND VOR/MARKER BEACON - REPLACEMENT - ROCKWELL XXXXXXX 3G MMR P/N 000-0000-000 IN LIEU OF EXISTING ROCKWELL XXXXXXX MMR P/N 000-0000-000 AND ROCKWELL XXXXXXX VOR/MARKER BEACON P/N 000-0000-000 - SPE

Accepted

3430F211A42

PRR 3M8275-6S - ROCKWELL XXXXXXX AEROSPACE GLU-2100 MMR SOFTWARE UPDATE

Accepted

3430F302B75

MP - SOFTWARE REPLACEMENT - 3G MULTI-MODE RECEIVER (3G MMR) - XXXXXXX AEROSPACE - P/N 000-0000-000 - BFE

Accepted

3430F608A04

3G MULTI-MODE RECEIVER (3G MMR) - XXXXXXX AEROSPACE - P/N 000-0000-000 - BFE/SPE

Accepted

3431C175A06

NAVIGATION CONTROL PANEL (NCP) - GNSS LANDING SYSTEM (GLS) CAPABLE - GABLES - P/N G7501-01- BFE/SPE

Accepted

3433C594A24

RADIO ALTIMETER (RA) - CAT IIIB CAPABLE - XXXXXXX AEROSPACE - P/N 000-0000-000 - BFE/SPE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 15
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

3436D972A01

HEAD-UP DISPLAY (HUD) - PARTIAL PROVISIONS FOR SINGLE XXXXXXX AEROSPACE HEAD-UP GUIDANCE SYSTEM (HGS) MODEL 6000 WITH MCDU INTERFACE

Accepted

3436D972A02

HEAD-UP DISPLAY (HUD) - INSTALLATION OF SINGLE XXXXXXX AEROSPACE HEAD-UP GUIDANCE SYSTEM (HGS) MODEL 6000 WITH MCDU INTERFACE - STC CERTIFIED - BFE/SPE

Accepted

3443A065B18

SINGLE WEATHER RADAR CONTROL PANEL - WITH MULTISCAN FUNCTIONALITY - XXXXXXX AEROSPACE P/N 000-0000-000 - BFE/SPE

Accepted

3443E568A02

SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY WITH V2.0 HAZARD DISPLAY FEATURES - XXXXXXX AEROSPACE WRP-2100A PROCESSOR P/N 000-0000-000 - BFE/SPE

Accepted

3445E724A21

TCAS SYSTEM - XXXXXXX AEROSPACE TCAS COMPUTER P/N 000-0000-000 - TCAS CHANGE 7.1 COMPLIANT - BFE/SPE

Accepted

3446-000046

LOW VOLUME FOR ALTITUDE CALLOUTS

Accepted

3446-000050

500 SMART CALLOUT

Accepted

3446B693F93

GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 2500, 1000, 500, 100, 50, 40, 30, 20, 10. APPROACHING MINIMUMS, MINIMUMS

Accepted

3446C174A14

ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT (VARIABLE CALLOUT BELOW 130 FT) - ENABLE

Accepted

3453E437A58

ATC SYSTEM - ROCKWELL XXXXXXX ATC TRANSPONDER P/N 000-0000-000 - ADS-B OUT DO-260B COMPLIANT - GABLES CONTROL PANEL P/N G6992-40 - BFE/SPE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 16
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

3453F197A93

MP - AIR TRAFFIC CONTROL TRANSPONDER SYSTEM - REPLACEMENT - GABLES CONTROL PANEL P/N G6992-40 IN LIEU OF P/N G6992-02 - SPE

Accepted

3455E717A12

DISTANCE MEASURING EQUIPMENT (DME) - XXXXXXX AEROSPACE INTERROGATOR P/N 000-0000-000 - BFE/SPE

Accepted

3461A425A09

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - BOEING SUPPLIED

Accepted

3461A425A33

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY DISTANCE REMAINING - FEET

Accepted

3461A425A40

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- VERTICAL NAVIGATION PROFILE- "VNAV ALT"- ENABLE

Accepted

3461A425A48

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - ACTIVATE COLOR OPERATION

Accepted

3461A890A76

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DISPLAY - MISSED APPROACH IN CYAN UNTIL ACTIVE - ENABLE

Accepted

3461B403A13

FLIGHT MANAGEMENT COMPUTING SYSTEM (FMCS) - INTEGRATED APPROACH NAVIGATION (IAN)

Accepted

3461C175A11

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIR TRAFFIC SERVICES DATA LINK (ATS DL) - FANS FEATURE ACTIVATION

Accepted

3461C175A14

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - FANS CAPABLE MCDU WITH ATC KEYBOARD - INSTALLATION-SFE

Accepted

3461C175A32

FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - COMMON VNAV - ENABLE

Accepted

3511B873B97

CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - FIRST OBSERVER - XXXXXXX AEROSPACE - BFE/SPE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 17
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

3511B873B98

CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - XXXXXXX AEROSPACE - BFE/SPE

Accepted

3811-000019

POTABLE WATER - SERVICEABLE TO 60 GALLONS

Accepted

3812-000002

NO WATER QUANTITY GAUGE - WATER SERVICE PANEL

Accepted

3832-000076

NO SENSOR FOULED LIGHT - COVER PLATE

Accepted

3832-000078

NO WASTE QUANTITY GAUGE - COVER PLATE

Accepted

3910F197A33

AFT ELECTRONICS PANEL ARRANGEMENT

Accepted

3910F197A34

MP - AFT ELECTRONICS PANEL - REVISION

Accepted

4400F186A15

MP - HIGH-SPEED COMMUNICATIONS - INSTALLATION - ADDITIONAL PARTIAL PROVISIONS - HONEYWELL GX KA EQUIPMENT AS FURNITURE AND ROCKWELL XXXXXXX GX JETWAVE KA BAND UNIQUE WIRING AND EQUIPMENT TRAYS - ROCKWELL XXXXXXX - CSE/SPE

Accepted

4420E895E05

IFE SYSTEM - PARTIAL PROVISIONS FOR IN-FLIGHT ENTERTAINMENT AND CONNECTIVITY SYSTEM MAIN EQUIPMENT - 737 MAX

Accepted

4435E526E63

HIGH-SPEED COMMUNICATIONS - STRUCTURAL PROVISIONS - TRI-BAND RADOME

Accepted

4435E837C84

HIGH-SPEED COMMUNICATIONS - TRI-BAND RADOME INSTALLATION - WHITE COLOR (BAC 7945)

Accepted

4435E861A83

HIGH-SPEED COMMUNICATIONS - PARTIAL PROVISIONS FOR KU/KA-BAND OFFBOARD CONNECTIVITY SYSTEMS - 737 MAX

Accepted

4435E861A88

HIGH-SPEED COMMUNICATIONS - PARTIAL PROVISIONS FOR CABIN WIRELESS NETWORK SYSTEMS WITH 4 WAPS - 737 MAX

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 18
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

4435E926A65

HIGH-SPEED COMMUNICATIONS - GATE-TO-GATE ACTIVATION

Accepted

4435E926B26

HIGH-SPEED COMMUNICATIONS - BROADBAND CONTROL PANEL WITH TWO POSITION SWITCH

Accepted

4435F127A23

HIGH-SPEED COMMUNICATIONS - INSTALLATION - HONEYWELL GX KA EQUIPMENT AS FURNITURE - ROCKWELL XXXXXXX - CSE/SPE

Accepted

4435F186A96

HIGH-SPEED COMMUNICATIONS - INSTALLATION - ADDITIONAL PARTIAL PROVISIONS - ROCKWELL XXXXXXX GX JETWAVE KA BAND UNIQUE WIRING AND EQUIPMENT TRAYS

Accepted

4435F186A97

MP - EXTERNAL COMMUNICATION SYSTEM - DELETE - PARTIAL PROVISIONS FOR A GROUND CELLULAR MODEM LOCATED IN THE G4 GALLEY - 737 MAX

Accepted

4435F186B82

HIGH-SPEED COMMUNICATIONS - INSTALLATION - OPERATIONAL SOFTWARE - ROCKWELL XXXXXXX INC - CSE/SPE

Accepted

4435F186C78

HIGH-SPEED COMMUNICATIONS - INSTALLATION - INSTALL ROCKWELL XXXXXXX GX JETWAVE KA BAND EQUIPMENT INTO PROVISIONS AND ACTIVATE THE SYSTEM - ROCKWELL XXXXXXX INC - CSE/SPE

Accepted

4435F186C79

MP - HIGH-SPEED COMMUNICATIONS - INSTALLATION - INSTALL ROCKWELL XXXXXXX GX JETWAVE KA BAND EQUIPMENT INTO PROVISIONS AND ACTIVATE THE SYSTEM - ROCKWELL XXXXXXX INC - CSE/SPE

Accepted

4610E526A81

ONBOARD NETWORK SYSTEM - PARTIAL PROVISIONS - GROUND BASED CONNECTIVITY

Accepted

4610E526B92

ONBOARD NETWORK SYSTEM - CELLULAR AND WIFI GROUND BASED CONNECTIVITY - WIRELESS WIDE AREA NETWORK UNIT (WWU) - BFE/SPE

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 19
	BOEING PROPRIETARY

Option

Option Title

1C691

1C692-1C694

1C511-1C513

1C514-1C517

4610E526E60

ONBOARD NETWORK SYSTEM - ACTIVATION OF ONS-ACARS CMU INTERFACE

Accepted

4610E855A25

CREW WIRELESS NETWORK - FORWARD WIRELESS ACCESS POINT (WAP) - PROVISIONS

Accepted

4610E855A26

CREW WIRELESS NETWORK - FORWARD WIRELESS ACCESS POINT (WAP) - INSTALLATION

Accepted

4610F197A70

MP - CREW WIRELESS NETWORK - REVISION - CWLU2 FORWARD WIRELESS ACCESS POINT IN LIEU OF EXISTING CWLU1 FORWARD AND AFT WIRELESS ACCESS POINT PROVISIONS

Accepted

5231A561C54

CARGO DOOR - SOLID SKIN

Accepted

5300-000027

UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY

Accepted

5352A298A28

RADOME- NORDAM- SFE

Accepted

7200D422A03

CFM LEAP-1B ENGINES - 1B25 RATING

Accepted

7200F278D81

RR 97226-119 - CFM LEAP-1B ENGINES - ENGINE THRUST RATE INCREASE - 1B27 RATING IN LIEU OF 1B25 RATING

Accepted

7200F816A44

XX 00000-000 - XXXXXXXX - XXX XXXX-0X XXXXXXX - 0X00 RATING IN LIEU OF 1B25 RATING

Accepted

Rejected

7200F816A47

XX 00000-000 - XXXXXXXX - XXX XXXX-0X XXXXXXX - 0X00 RATING IN LIEU OF 1B27 RATING

Rejected

Accepted

7900-000116

LUBRICATING OIL - MOBIL JET II

Accepted


SWA-PA-03729-EX A-3		SA-17
		Page 20
	BOEING PROPRIETARY


REMARKET AIRCRAFT TECHNICAL ACCEPTANCE AND DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

SOUTHWEST AIRLINES CO.

EXHIBIT B-1 to PURCHASE AGREEMENT
NUMBER PA-03729



Page 1		SA-17
	BOEING PROPRIETARY


EXHIBIT B-1

REMARKET AIRCRAFT TECHNICAL ACCEPTANCE AND DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 737-8 REMARKET AIRCRAFT

Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction and delivery cycle of the Remarket Aircraft that are critical to accomplishing Initial Technical Acceptance (defined in Article 3.1 below), Final Technical Acceptance (defined in Article 3.6 below), and Delivery (as defined below) of the Reconfigured Remarket Aircraft, and ensuring a positive experience for both parties. This Exhibit B-1 documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

Boeing and Customer acknowledge that each Remarket Aircraft is built and will be delivered to Customer based on terms specified in Letter Agreement Xx. XXX-XX-00000-XX-0000000 entitled “737-8 Remarket Aircraft” (Remarket Aircraft Letter Agreement). Boeing has manufactured the Remarket Aircraft as described in their respective As-Built Configurations, as that term is defined in the Remarket Aircraft Letter Agreement and the applicable Exhibit A to the Purchase Agreement.

Following Customer’s Initial Technical Acceptance of the Remarket Aircraft in their respective As-Built Configurations, Boeing will manage the Reconfiguration of the Remarket Aircraft to the Delivery Configuration, as each term is defined in the Remarket Aircraft Letter Agreement. Customer’s Delivery Configuration, once finalized, will be described and incorporated into the Purchase Agreement as Exhibit A documents by way of supplemental agreement.

Upon the completion of the Reconfiguration to conform to the Delivery Configuration, the reconfigured Remarket Aircraft (Reconfigured Remarket Aircraft) will be presented for final inspection and Final Technical Acceptance and Delivery to Customer by Boeing in conformance with the Purchase Agreement.

1.GOVERNMENT DOCUMENTATION REQUIREMENTS.

Certain actions are required to be taken by Customer in advance of the scheduled Initial Technical Acceptance and/or Delivery with respect to obtaining certain government issued documentation.

1.1Airworthiness and Registration Documents. Boeing and Customer agree that the registration number provided by Customer shall be utilized for each Remarket Aircraft for the process of aircraft certification. Not later than six (6) months prior to Initial Technical Acceptance and upon Boeing request, Customer will notify Boeing


SWA-PA-03729-EX B-1		SA-17
		Page 2
	BOEING PROPRIETARY

of the registration number to be painted on the side of the Remarket Aircraft. In addition, and not later than three (3) months prior to Initial Technical Acceptance and upon Boeing request, Customer will authorize, by letter to the regulatory authority having jurisdiction, the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Remarket Aircraft. To the extent insufficient time exists between Customer’s purchase of the Remarket Aircraft and the deadlines in this paragraph, Customer will provide the information required as soon as possible following such purchase.

Customer is responsible for furnishing any temporary or permanent registration certificates required by any governmental authority having jurisdiction to be displayed aboard each Remarket Aircraft after Delivery.

1.2Certificate of Sanitary Construction.

1.2.1U.S. Registered Remarket Aircraft. Post modification, Boeing will or will arrange to obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard the Remarket Aircraft after Delivery to Customer.

2.INSURANCE CERTIFICATES.

Unless provided earlier, Customer will provide to Boeing not later than thirty (30) days prior to Delivery, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8.2 of the AGTA.

3.TECHNICAL ACCEPTANCE OF AS-BUILT CONFIGURED REMARKET AIRCRAFT; REMARKET AIRCRAFT REPOSITION.

3.1Schedule Remarket Aircraft for Initial Technical Acceptance. Boeing and Customer shall agree, in advance, on a detailed listing of documents and process steps necessary for initial and final technical acceptance (the Delivery Agenda). In the event that anything in the Delivery Agenda or the Purchase Agreement conflict, the provisions of the Delivery Agenda shall prevail. Each Remarket Aircraft in As-Built Configuration will be available for inspection and an initial technical acceptance by Customer as of the month specified in Letter Agreement No. SWA-PA-03729-LA-1106474R7 entitled “Option Aircraft” of the Purchase Agreement, prior to Reconfiguration (Initial Technical Acceptance), at the Seattle Delivery Center (SDC). Boeing will provide notice of the target date of Initial Technical Acceptance at least forty-five (45) calendar days prior to the scheduled month of Initial Technical Acceptance. Boeing will give Customer at least seven (7) calendar days’ notice of the specific date for review and inspection of the As-Built Configuration of the Remarket Aircraft and will provide the associated technical documents, reports and manuals no later than sixty (60) days prior to the target date. Such reports shall, in addition to other required documentation, include a report on the customer inspection plan (Customer Inspection Report) for the original purchaser of the Remarket Aircraft. At a minimum, the Customer Inspection Report shall include:

3.1.1The areas that were inspected;


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3.1.2The name of the individual conducting the inspection;

3.1.3Details on any inspections that were waived; and

3.1.4Findings and associated corrective actions.

3.2Scope of Initial Inspection. The initial inspection of the Remarket Aircraft shall be equal in scope to that of any other Aircraft under the Purchase Agreement reasonably necessary for Customer to provide its Initial Technical Acceptance in the form substantially similar to Attachment A hereto. Customer recognizes that the Remarket Aircraft are already built and, as a result, not all of the inspection activity that Customer may be accustomed to engaging in during the build process will be available to Customer. Boeing will make reasonable accommodations to provide Customer access for additional inspections as agreed upon.

3.3Delivery Condition Required for Initial Technical Acceptance. The Remarket Aircraft in their As-Built Configuration will be certified by the Federal Aviation Administration (FAA) to the configuration specification described in Exhibit A documents and will conform to Type Certification. Upon Boeing’s presentation of the Remarket Aircraft in the As-Built Configuration, Customer will then provide to Boeing written Initial Technical Acceptance of the As-Built Configuration of each Remarket Aircraft, when:

3.3.1The Remarket Aircraft has the Limited Configuration Revisions incorporated in the As-Built Configuration;

3.3.2The FAA has issued a Standard Airworthiness Certificate for each Remarket Aircraft in its As-Built Configuration;

3.3.3Customer has reviewed, inspected and accepted the technical documents, manuals and Boeing quality reports for each Remarket Aircraft in the As-Built Configuration;

3.3.4Customer has inspected the As-Built Configuration of the Remarket Aircraft;

3.3.5Customer has waived the demonstration flight in accordance with Letter Agreement No. SWA-PA-03729-LA-1106468 entitled “Demonstration Flight Waiver” of the Purchase Agreement; and

3.3.6Customer and Boeing will document any material quality and/or production issues with respect to the As-Built Configuration of the Remarket Aircraft and will execute an Initial Technical Acceptance Commitments Letter. Note that a separate Delivery Commitments Letter will be prepared for the Delivery following completion of Reconfiguration of the Remarket Aircraft to meet the Delivery Configuration.

3.4Re-location of the Remarket Aircraft to the Reconfiguration Site Following Initial Technical Acceptance of the Remarket Aircraft by Customer. Following Customer’s Initial Technical Acceptance, Boeing may, at its discretion, reposition the Remarket Aircraft to the MRO (as defined in the Remarket Aircraft Letter Agreement) that will perform the Reconfiguration. Reconfiguration of the Remarket Aircraft shall be


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performed with the goal of allowing sufficient time for (a) Customer to conduct the Final Technical Acceptance, (b) the MRO to address and/or remediate quality issues related to the Reconfiguration, and (c) Customer to take Delivery of the Remarket Aircraft during the Delivery Month noted in to Letter Agreement No. SWA-PA-03729-LA-1106474R7 entitled “Option Aircraft“, Attachment 1-A. As part of Reconfiguration activities, and to facilitate delivery, all changes to part numbers and serial numbers shall be communicated to Customer as they occur in a mutually acceptable format and timing.

3.5Scope of Final Inspection. The final inspection of the Remarket Aircraft shall be limited to an inspection of the Reconfiguration work performed; provided, however, (i) that, if during the Reconfiguration, and in order to accomplish the Reconfiguration work, there are areas affected beyond those that would normally be accessed or which were previously closed, during original production and/or (ii) if any areas of the Remarket Aircraft that are inspected by Customer for Aircraft were not inspected during original production, subject to Section 3.2, Customer shall be entitled to inspect those additional areas to ensure they comply with the Initial Technical Acceptance.

3.6Final Technical Acceptance. The Remarket Aircraft, in their respective Delivery Configuration shall be made available for a final inspection and technical acceptance of the Reconfiguration work (the Final Technical Acceptance) at the MRO.

3.7Delivery Condition Required for Final Technical Acceptance. Each Remarket Aircraft shall have incorporated all Service Bulletins related to the Reconfiguration, with the touch-labor and work performed as required for completion of the Reconfiguration into the Delivery Configuration. Boeing shall provide Customer with preliminary delivery documents in advance as is customary for Customer’s Aircraft and final, updated versions of the delivery documents shall be provided at Final Technical Acceptance. All documents shall be provided in the same format as is customary for delivery of Customer’s Aircraft. Customer will provide to Boeing written Final Technical Acceptance of the Remarket Aircraft, when:

3.7.1Customer has reviewed, inspected and accepted the Remarket Aircraft’s updated technical documents, manuals and quality reports, as well as an updated weight and balance manual to capture the Remarket Aircraft in its Delivery Configuration. All technical documents and manuals shall be in a post-modification configuration and as applicable, shall possess unique Customer Effectivity Codes.

3.7.2Customer has reviewed and accepted, such acceptance shall not be unreasonably withheld, any Maintenance Review Board and/or Significant Rework Log repairs that were completed during production and/or Reconfiguration.

3.7.3Customer has inspected and accepted the Reconfigured Remarket Aircraft after a post-Reconfiguration functional check flight (Functional Check Flight).


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3.7.3.1If delivery will not occur at the MRO, the Functional Check Flight will be conducted, unless otherwise agreed by the Parties, during the repositioning flight from the MRO to the site of delivery. The Parties agree that the purpose and intent of the Functional Check Flight is to ensure that the functionality of the Remarket Aircraft complies with the Initial Technical Acceptance and the Delivery Configuration. The Remarket Aircraft shall not be flown after the Functional Check Flight without the explicit, prior agreement of Customer.

3.7.3.2Upon completion of the Functional Check Flight, Boeing will address any flight squawks encountered during the Functional Check Flight and Customer will be provided an opportunity to inspect the Remarket Aircraft, in the form of a walk around. Boeing will ensure that all flight squawks and new issues identified by the walk around will be addressed prior to transfer of title.

3.7.3.3Customer will complete its Final Technical Acceptance inspections at the MRO prior to the Functional Check Flight, and Boeing will likewise ensure that all repairs identified during said inspections will be completed prior to the Functional Check Flight or a repositioning flight.

3.7.4Customer and Boeing have documented any material quality and/or production issues with respect to the post-Reconfiguration Configuration of the Remarket Aircraft and executed a Final Technical Acceptance Commitments Letter (A separate Delivery Commitments Letter will be prepared for the Delivery following completion of changes to meet the Delivery Configuration).

3.8Repositioning Upon completion of the Reconfiguration of the Remarket Aircraft, if the Completed Remarket Aircraft will be stored prior to Delivery, Boeing may reposition the Aircraft from the MRO to a storage location and possibly reposition again to support Customer’s Final Technical Acceptance and Delivery.

4.FINAL TECHNICAL ACCEPTANCE AND DELIVERY ACTIONS BY BOEING.

4.1Schedule of Inspections. All FAA, Boeing, Customer and, if required, CBP inspections will be scheduled by Boeing for completion prior to Delivery of the Remarket Aircraft. Customer will be informed of such schedules.

4.2Schedule of Demonstration Flights. All FAA demonstration flights will be scheduled by Boeing for completion prior to Delivery. [***]

4.3[***]

4.4Delivery Papers, Documents and Data. Boeing will have available at the time of Delivery, as the case may be, certain delivery papers, documents and data for


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execution and delivery. Such documents shall include, but not be limited to, a maintenance release from the MRO evidencing the airworthiness of the Remarket Aircraft and a post-modification letter verifying that the Air Traffic Control transponder and altimeter system comply with FAA regulations. If the Remarket Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of Delivery of the Remarket Aircraft an executed original Form 8050-2, Aircraft Xxxx of Sale, indicating transfer of title to the Remarket Aircraft from Boeing to Customer.

4.5Delegation of Authority. Boeing will present a certified copy of a delegation of authority, designating and authorizing certain persons to act on its behalf in connection with Delivery of the Completed Remarket Aircraft.

4.6Aircraft Flight Log. Boeing will provide the Remarket Aircraft flight log for repositioning flights where Boeing provides flight crew personnel.

5.ADDITIONAL DELIVERY ACTIONS BY CUSTOMER.

5.1Aircraft Radio Station License. At Delivery Customer will provide its radio station license to be placed on board the Reconfigured Remarket Aircraft following Delivery.

5.2Delegation of Authority. Customer will present to Boeing at Delivery of the Remarket Aircraft an original or certified copy of Customer's delegation of authority designating and authorizing certain persons to act on its behalf in connection with the Delivery.

5.3TSA Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver for the post-Delivery repositioning flight depending on Customer’s en-route stop(s) and destination unless the Customer already has a TSA-approved security program in place. Customer is responsible for application of the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the delivery location.

5.4Electronic Advance Passenger Information System. Should the post-Delivery repositioning flight of a Remarket Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to establish their own account with CBP in order to file for departure.


ATTACHMENT A TO EXHIBIT B-1


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CERTIFICATE OF INITIAL TECHNICAL ACCEPTANCE

BOEING MODEL 737-8

Southwest Airlines Co.


1.	REMARKET AIRCRAFT IDENTIFICATION
	REGISTRATION IDENTIFICATION NO.:	<RegNo>
	BLOCK NO.:	<Block>
	MANUFACTURER'S SERIAL NO.:	<MSN>
	<EngMfg> <EngModel> ENGINE SERIAL NOS.:


			POSITION #1			POSITION #2
			<EngMSN1>			<EngMSN2>

2.REMARKET AIRCRAFT INSPECTION

INSPECTED AT: The State of <DeliveryLocation>

DATE: ___________________ TIME___________________

Southwest Airlines Co. does hereby acknowledge and agree that the above described Remarket Aircraft together with all equipment installed therein and documents related thereto has been inspected by Southwest Airlines Co. to its satisfaction except as noted below, as applicable, and that the Remarket Aircraft complies with the provisions of Purchase Agreement No. 03729 dated December 13, 2011, as amended and supplemented relevant to the Remarket Aircraft, and Southwest Airlines Co. hereby technically accepts such Remarket Aircraft.

EXECUTED this _____ day of <DelMonthYear>.


SOUTHWEST AIRLINES CO.


Signature


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Printed name


Title


Exceptions to Technical Acceptance


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			The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000 2207

SWA-PA-03729-LA-2100594R1

Southwest Airlines Co.

0000 Xxxx Xxxxx Xxxxx

X.X. Xxx 00000

Xxxxxx, Xxxxx 00000-0000

Subject: 737-8 Remarket Aircraft

Reference: a) Purchase Agreement No. PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to models 737-8 and 737-7 aircraft (Aircraft).

b) Letter Agreement No. SWA-PA-03729-LA-2100700R1 entitled “Remarket Aircraft - Configuration Matters” (Remarket Aircraft – Configuration Matters Letter Agreement) to the Purchase Agreement relating to the purchase of model 737-8 Remarket Aircraft.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement and governs Customer’s purchase of sixty (60) remarket Boeing model 737-8 Aircraft with CFMI engines (Remarket Aircraft), under the terms and conditions described in this Letter Agreement and the Purchase Agreement. All capitalized terms which are not otherwise defined herein shall have the definitions specified in the Purchase Agreement and other letter agreements specifically addressing the Remarket Aircraft.

This Letter Agreement incorporates in the Purchase Agreement those terms applicable only to the Remarket Aircraft. Except as expressly amended by the terms of this Letter Agreement, Remarket Aircraft are in all other respects “Aircraft” under the terms of the Purchase Agreement.

[***]


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[***]

1. [***]


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2. [***]

3. [***]


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4. [***]

5. [***]


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6. Miscellaneous.

[***]

7. [***]


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8. Assignment.

Notwithstanding any other provisions of the Purchase Agreement to the contrary, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Remarket Aircraft and the Replacement Aircraft and cannot be assigned in whole or in part.

9. Confidential Treatment.

Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Remarket Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Customer shall be fully responsible to Boeing for compliance with such obligations.


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Very truly yours,


THE BOEING COMPANY

By		/s/ Carson J. May
Name		Carson J. May

Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:	June 3, 0000


XXXXXXXXX XXXXXXXX CO.

By		/s/ Xxxxx Xxxxxx
Name		Xxxxx Xxxxxx

Its		SVP Finance and Treasurer


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SWA-PA-03729-LA-2100700R1

Southwest Airlines Co.

0000 Xxxx Xxxxx Xxxxx

X.X. Xxx 00000

Xxxxxx, Xxxxx 00000-0000

Subject: Remarket Aircraft – Configuration Matters

References: a) Purchase Agreement No. PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to models 737-8 and 737-7 aircraft (Aircraft); and

b) Letter Agreement No. SWA-PA-03729-LA-2100594R1 entitled “737-8 Remarket Aircraft” (737-8 Remarket Aircraft Letter Agreement) to the Purchase Agreement relating to the purchase of model 737-8 Remarket Aircraft.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.

1.Additional Delivery Configuration Revisions.

1.1The As-Built Configurations (which will include the Limited Configuration Revisions and As-Installed SPE/BFE, each as described in the 737-8 Remarket Aircraft Letter Agreement) for the Remarket Aircraft are described in the applicable Exhibit A to the Purchase Agreement shall be provided at least sixty (60) days prior to the target date for Initial Technical Acceptance. At Initial Technical Acceptance, Boeing will present each Remarket Aircraft to Customer in the respective As-Built Configuration for inspection and acceptance prior to Reconfiguration (as described in the 737-8 Remarket Aircraft Letter Agreement).

1.2 Following Initial Technical Acceptance by Customer of a Remarket Aircraft in its As-Built Configuration, Boeing will effect the Reconfiguration of such Remarket Aircraft into the Delivery Configuration, subject to minor, aesthetic and part-number differences between the Delivery Configuration of the Remarket Aircraft and the configuration of other Aircraft covered by the Purchase Agreement. Customer shall have the right to refuse any deviation or non-routine repair that would result in a change to the Customer’s maintenance program Once established by the Parties, the Delivery Configuration will be ultimately be defined for each Remarket Aircraft in an Exhibit A to the Purchase Agreement and incorporated into the Purchase Agreement by way of a supplemental agreement.



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1.3[***]

Boeing and Customer will consult together with regard to (i) the master kit changes required in the Change Proposal Packages for Reconfiguration of the Remarket Aircraft to the Delivery Configuration, and (ii) Customer’s BFE required from Customer for certification of each Remarket Aircraft in the Delivery Configuration (Configuration Coordination).

1.3.1Following the Configuration Coordination, Customer will have the opportunity to i) review the detailed descriptions in the Change Proposal Packages and/or ii) meet with Boeing to discuss and amend, as required, the Change Proposal Packages. Such review and/or meeting will not cause a delay to the acceptance timing of the Change Proposal Packages

1.3.2The Change Proposal Package for each Remarket Aircraft will be provided to Customer within thirty (30) days of the Configuration Coordination. Customer will provide acceptance within thirty (30) days of the receipt of the Change Proposal Package.

1.3.3For each Remarket Aircraft, Customer will provide a shipset of Customer’s BFE to Boeing, at the MRO selected to do the Reconfiguration of a Remarket Aircraft, for installation on and certification of the Delivery Configuration of each Remarket Aircraft. Boeing will provide the BFE on-dock dates as referenced in My Boeing Fleet (MBF).

1.3.4The Parties will work together to finalize the respective Delivery Configuration of each Remarket Aircraft, and each Delivery Configuration will be incorporated into the Purchase Agreement as Exhibit A-3 entitled “737-8 Remarket Aircraft Configuration”, with references to each Remarket Aircraft by manufacturer’s serial number (MSN).

1.3.5The Change Proposal Packages, once accepted and incorporated into the Purchase Agreement, will [***]

1.4The Parties agree to cooperate in good faith during the Configuration Coordination so that a mutually agreeable Delivery Configuration can be reached. Any delay in Customer’s acceptance of the Change Proposal Package may affect the schedule for induction of such Remarket Aircraft’s induction into the reconfiguration process and Boeing reserves the right to adjust the scheduled delivery date based on such delay in acceptance due to Customer.


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2.[***]

3. Confidential Treatment.

Very truly yours,


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THE BOEING COMPANY

By		/s/ Carson J. May
Name		Carson J. May

Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:	June 3, 0000


XXXXXXXXX XXXXXXXX CO.

By		/s/ Xxxxx Xxxxxx
Name		Xxxxx Xxxxxx

Its		SVP Finance and Treasurer


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SUPPLEMENTAL AGREEMENT NO. 17 to PURCHASE AGREEMENT NO. 03729 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-8 and 737-7 Aircraft

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