Supplemental Agreement No. 73 to Purchase Agreement No. 1810 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-7H4 and 737-8H4 Aircraft
Supplemental Agreement No. 73
to
Purchase Agreement No. 1810
between
THE BOEING COMPANY
and
Relating to Boeing Model 737-7H4 and 737-8H4 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of May 31, 2011, by and between THE BOEING COMPANY, a Delaware corporation with principal offices in Seattle, Washington, (Boeing) and SOUTHWEST AIRLINES CO., a Texas corporation with principal offices in Dallas, Texas (Buyer);
Buyer and Boeing entered into Purchase Agreement No. 1810 dated January 19, 1994 as amended, and supplemented, (Purchase Agreement) relating to the purchase and sale of Boeing Model 737-7H4 and 000-0X0 xxxxxxxx (Xxxxxxxx); and this Supplemental Agreement is an amendment to and is incorporated into the Purchase Agreement:
WHEREAS, Boeing and Buyer wish to amend the Purchase Agreement to revise delivery months of two (2) 737-8H4 Aircraft (Subject Aircraft) as specified in the table below.
|
Block
|
MSN
|
Contracted Delivery Month
|
Revised Delivery Xxxxx
|
|
Xxxxx X-X-0
|
00000
|
June 2012
|
April 2012
|
|
Block T-W-3
|
36987
|
June 2012
|
May 2012
|
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1. The Table of Contents of the Agreement is deleted in its entirety and a new Table of Contents is attached hereto and incorporated into the Purchase 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-73-1 | |
2. Article 1, “Subject Matter of Sale,” is deleted in its entirety and a new Article 1 is attached hereto and incorporated into the Purchase Agreement by this reference. Such new Article 1 reflects the incorporation of Model 737-8H4 Aircraft.
3. Article 3, “Price of Aircraft,” is deleted in its entirety and a new Article 3 is attached hereto and incorporated into the Purchase Agreement by this reference.
4. Article 7, “Change to Detail Specification,” is deleted in its entirety and a new Article 7 is attached hereto and incorporated into the Purchase Agreement by this reference.
5. Table 1, “Aircraft Information Table,” is hereby deleted in its entirety and replaced by a new Table 1, attached hereto and incorporated into the Purchase Agreement. The new Table 1 reflects the revised delivery months for the Subject Aircraft; from June 2012 to April 2012 and May 2012.
6. Exhibit E.2, “Buyer Furnished Equipment Variables 737-8H4 Aircraft,” is hereby deleted in its entirety and replaced by a revised Exhibit E.2, attached hereto and incorporated into the Purchase Agreement.
7. This Supplemental Agreement is contingent on execution of a separate agreement between AirTran Airways, Inc., a wholly owned subsidiary of Buyer, and Boeing (Contingent Agreement).
8. This Supplemental Agreement will become effective upon execution of the Contingent Agreement and this Supplemental Agreement, and receipt by the parties, on or before May 31, 2011, after which date this Supplemental Agreement will be null and void and have no force or effect.
The Purchase 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/ Xxxxx X Xxxxxxx By: /s/ Xxxxx Xxxxxxx
Its: Attorney-In-Fact Its: VP Treasurer
| P.A. No. 1810 | SA-73-2 | |
TABLE OF CONTENTS
| Page | SA | ||
| Number | Number | ||
| ARTICLES | |||
|
1.
|
Subject Matter of Sale
|
1-1
|
SA-73
|
|
2.
|
Delivery, Title and Risk of Loss
|
2-1
|
SA-28 |
|
3.
|
Price of Aircraft
|
3-1
|
SA-73
|
|
4.
|
Taxes
|
4-1
|
|
|
5.
|
Payment
|
5-1
|
|
|
6.
|
Excusable Delay
|
6-1
|
|
|
7.
|
Changes to the Detail Specification
|
7-1 | SA-73 |
|
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 | SA-73 | |
| K/SWA |
TABLE OF CONTENTS CON'T
| SA | |||
| Number | |||
| TABLE | |||
|
1.
|
Aircraft Information Table
|
SA-73 | |
| 2. | Option Aircraft Information Table | SA-66 | |
|
EXHIBITS
|
|||
| A |
737-700 Aircraft Configuration
|
|
|
| Exhibit X-0 | XX-00 | ||
| Xxxxxxx X-0X | XX-00 | ||
| X.0 |
000-000 Aircraft Configuration
|
SA-71
|
|
| B | Product Assurance Document | SA-1 | |
| C | Customer Support Document | ||
| C.0 |
000-000 Customer Support Documeny
|
SA-71
|
|
|
D
|
Price Adjustments Due to Economic Fluctuations - Aircraft
|
|
|
| E | Buyer Furnished Equipment Provisions Document | ||
| E.0 |
000-000 Buyer Furnished Equipment
|
|
SA-73 |
|
F
|
Defined Terms Document | ||
|
LETTER AGREEMENTS
|
|
||
| 1810-1 | Waiver of Aircraft Demonstration Flight |
| P.A. No. 1810 | SA-73 | |
| K/SWA |
TABLE OF CONTENTS CON'T
| SA | |||
| Number | |||
|
RESTRICTED LETTER AGREEMENTS
|
|||
| 6-1162-RLL-932R2 | Promotional Support |
SA-13
|
|
| 6-1162-RLL-933R21 | Option Aircraft |
SA-60
|
|
|
6-1162-RLL-934R4
|
Disclosure of Confidential Information |
SA-71
|
|
|
|
|||
| 6-1162-RLL-935R1 | Performance Guarantees | SA-1 | |
| 6-1162-NIW-890 |
***
|
XX-00
|
|
|
|
|||
| 0-0000-XXX-000X0 |
Xxxxxxx Contractual Matters
|
XX-0
|
|
| 0-0000-XXX-000 |
Xxxxxxxxx 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 000-0X0 Xxxxx Xxxx Xxxx
|
|
|
|
|
|||
| 0-0000-XXX-0000X0 | 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 | SA-73 | |
| K/SWA |
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 Basic Price
|
XX-0 | |
|
|
|||
| 0-0000-XXX-0000 | Xxxxxxxxxxx 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-058R1 | Additional Substitution Rights | SA-71 | |
| 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 | *** |
XX-00
|
|
| 0-0000-XXX-000 | Xxxxxxxxxxx Flight Test Aircraft |
SA-32
|
|
| 6-1162-NIW-606R1 | *** |
SA-36
|
|
| 6-1162-NIW-640 | Early Delivery of Two April 2004 Aircraft |
XX-00
|
|
| 0-0000-XXX-000 | Xxxxxxxx - Exterior Color Schemes and Markings for YA143 and on |
SA-39
|
|
|
|
|||
| 6-1162-NIW-1142 | *** |
SA-43
|
| P.A. Xx. 0000 | XX-00 | |
| X/XXX |
| 0-0000-XXX-0000 | *** | SA-46 | |
|
|
|||
| 6-1162-NIW-1983 |
***
|
XX-00 | |
| XXX-XX-0000-XX-0000000 | *** | XX-00 | |
| XXX-XX-0000-XX-0000000 | *** | XX-00 | |
| XXX-XX-0000-XX-00000 | *** | XX-00 | |
| XXX-XX-0000-XX-000000 | 737-800 Promotional Support | XX-00 | |
|
XXX-XX-0000-XX-0000000
|
*** |
SA-71
|
|
|
|
|||
| SWA-PA-1810-LA-1003367 | *** |
SA-71
|
| P.A. No. 1810 | SA-73 | |
| K/SWA |
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft.
1.1.1 The Aircraft – Model 737-700 (Block A through L and Block T). Subject to the terms and conditions of this Agreement, Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Boeing of the Boeing Model 737-7H4 aircraft listed in Table 1, “Aircraft Information Table,” of this Agreement which are identified therein as the Block A through L Aircraft, and Block T Aircraft (including Block T-W, X-X-0/X-X-0x, X-X-0/X-X-0x, X-X-0x, and T-W-2c), collectively referred to as the “737-7H4 Aircraft,” and manufactured in accordance with the configuration described in Exhibit A, Exhibit A-Winglet, Exhibit A-1-Winglet, Exhibit X-0X, Xxxxxxx X-0, Xxxxxxx X-0, or Exhibit A-4, as applicable, as modified from time to time in accordance with this Agreement (737-7H4 Detail Specification).
1.1.2 The Aircraft – Model 737-800 (Block T-W-3). Subject to the terms and conditions of this Agreement, Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Boeing of the Boeing Model 737-8H4 aircraft listed in Table 1, “Aircraft Information Table,” to this Agreement which are identified therein as the Block T-W-3 Aircraft, referred to as the “737-8H4 Aircraft,” and manufactured in accordance with the configuration described in Exhibit A.2, as modified from time to time in accordance with this Agreement (737-8H4 Detail Specification).
1.1.4 The 737-7H4 Aircraft and 737-8H4 Aircraft described in this Article 1 shall be collectively referred to as the Aircraft (the Aircraft); and
1.1.5 The 737-7H4 Detail Specification and 737-8H4 Detail Specification described in this Article 1 shall be collectively referred to as the Detail Specification (Detail Specification).
1.2 Additional Goods and Services. In connection with the sale of the Aircraft, Boeing will also provide to Buyer certain other things under this Agreement, including data, documents, training and services, all as described in this Agreement.
1.3 ***
| P.A. Xx. 0000 | 0 - 0 | XX-00 |
| X/XXX |
1.4 Defined Terms. For ease of use, certain terms are treated as defined terms in this Agreement. Such terms are identified with a capital letter and set forth and/or defined in Exhibit F.
| P.A. No. 1810 | 1 - 2 | SA-73 |
| K/SWA |
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features incorporated in Exhibit A, Exhibit A-Winglet, Exhibit A-1-Winglet, Exhibit X-0X, Xxxxxxx X-0, Xxxxxxx X-0 or Exhibit A.2, collectively referred to as “Exhibit A,” as applicable, which have been selected by Buyer.
3.1.2 Base Aircraft Price is the Aircraft Basic Price excluding the price of Special Features.
3.1.3 Aircraft Basic Price is comprised of the Base Aircraft Price and the price of the Special Features.
3.1.4 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Aircraft and Special Features) as calculated pursuant to Exhibit D or Exhibit D-1 as applicable.
3.1.5 Aircraft Price is the total amount Buyer is to pay for the Aircraft at the time of delivery.
3.2 Aircraft Basic Price.
The Aircraft Basic Price for Block A through L Aircraft, is expressed in July 1992 dollars; the Aircraft Basic Price for Xxxxx X Xxxxxxxx, Xxxxx X-X Xxxxxxxx, Xxxxx X-X-0 Aircraft, Block X-X-0x Xxxxxxxx, Xxxxx X-X-0 Aircraft Block X-X-0x Xxxxxxxx, Xxxxx X-X-0x, Xxxxx X-X-0x and Block T-W-3 is expressed in July 1999 dollars as set forth in Table 1 of the Agreement.
3.3 Aircraft Price. The Aircraft Price will be established at the time of delivery of such Aircraft to Buyer and will be the sum of:
3.3.1 the Aircraft Basic Price, which is *** for the Block A, B, C, D and E Aircraft, *** for the Block F and G Aircraft, *** for the Block H Aircraft, *** for the Block I Aircraft, *** for the Block J Aircraft, *** for the Block K Aircraft and *** for the Block L Aircraft, ***
| P.A. Xx. 0000 | 0 - 0 | XX-00 |
| X/XXX |
for the Block T Aircraft, *** for the Block T-W Aircraft, *** for the Block T-W-1 Aircraft, the Block T-W-1a Aircraft, the Block X-X-0 Xxxxxxxx, xxx Xxxxx X-X-0x, *** for the Block T-W-2b Aircraft, *** for the Block T-W-3 Aircraft and *** for the Block T-W-2c Aircraft; plus
3.3.2 the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to the formulas set forth in Exhibit D (Price Adjustments Due to Economic Fluctuations - Aircraft) for Aircraft Block A through L, and in Exhibit D-1 (Price Adjustments Due to Economic Fluctuations - Aircraft) for Aircraft Block T, Aircraft Block T-W, Aircraft Block X-X-0, Xxxxxxxx Xxxxx X-X-0x, Xxxxxxxx Xxxxx X-X-0, Aircraft Block X-X-0x, Xxxxxxxx Xxxxx X-X-0x, Xxxxxxxx Xxxxx X-X-0x and Xxxxxxxx Xxxxx X-X-0 ; plus
3.3.3 other price adjustments made pursuant to this Agreement or other written agreements executed by Boeing and Buyer.
3.4 Advance Payment Base Price.
3.4.1 Advance Payment Base Price. For advance payment purposes, the following estimated delivery prices of the Aircraft (Advance Payment Base Price) have been established, using currently available forecasts of the escalation factors used by Boeing as of the date of signing this Agreement. The Advance Payment Base Price of each Aircraft is set forth in Table 1.
3.4.2 Adjustment of Advance Payment Base Prices - Long-Lead Aircraft. For Aircraft scheduled for delivery 36 months or more after the date of this Agreement, the Advance Payment Base Prices appearing in Table 1 will be used to determine the amount of the first advance payment to be made by Buyer on the Aircraft. No later than 25 months before the scheduled month of delivery of each affected Aircraft, Boeing will increase or decrease the Advance Payment Base Price of such Aircraft as required to reflect the effects of (i) any adjustments in the Aircraft Basic Price pursuant to this Agreement and (ii) the then-current forecasted escalation factors used by Boeing. Boeing will provide the adjusted Advance Payment Base Prices for each affected Aircraft to Buyer, and the advance payment schedule will be considered amended to substitute such adjusted Advance Payment Base Prices.
| P.A. No. 1810 | 3 - 2 | SA-73 |
| K/SWA |
|
ARTICLE 7.
|
Changes to the Detail Specification.
|
7.1 Development Changes. Boeing may, at its own expense and without Buyer's consent, incorporate Development Changes in the Detail Specification and the Aircraft prior to delivery to Buyer. Development Changes are defined as changes to *** If Boeing makes changes pursuant to this paragraph, Boeing will promptly notify Buyer of such changes.
7.2 Change Orders. The Detail Specification and associated provisions of this Agreement may be amended by Change Order or other written agreement, which will state the particular changes to be made and any effect on design, performance, weight, balance, time of delivery, Aircraft Basic Price and Advance Payment Base Price.
| P.A. No. 1810 | 7 - 1 | SA-73 |
| K/SWA |
Table 1 to
Purchase Agreement No. 1810
Aircraft Information Table
|
Base Aircraft Price
|
Special Features
|
Aircraft Basic Price
|
||
|
Block A, B, C, D & E Aircraft
|
***
|
***
|
***
|
|
|
Block F & G Aircraft
|
***
|
***
|
***
|
|
|
Block H Aircraft
|
***
|
***
|
***
|
|
|
Block I Aircraft
|
***
|
***
|
***
|
|
|
Block J Aircraft
|
***
|
***
|
***
|
|
|
Block K Aircraft
|
***
|
***
|
***
|
|
|
Block K-W Aircraft
|
***
|
***
|
***
|
|
|
Block L Aircraft
|
***
|
***
|
***
|
|
|
Block T Aircraft
|
***
|
***
|
***
|
|
|
Block T-W Aircraft
|
***
|
***
|
***
|
|
|
Xxxxx X-X-0 / X-X-0x Aircraft
|
***
|
***
|
***
|
|
|
Xxxxx X-X-0 / X-X-0x Aircraft
|
***
|
***
|
***
|
|
|
Xxxxx X-X-0x Aircraft*
|
***
|
***
|
***
|
|
|
Xxxxx X-X-0x Aircraft***
|
***
|
***
|
***
|
|
|
Xxxxx X-X-0 Aircraft**
|
***
|
***
|
***
|
|
|
notes:
|
||||
|
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 0-0000-XXX-000)
|
||||
|
Xxxxx X-X-0 / X-X-0x Aircraft: U-W-1 Option Aircraft which became Firm Aircraft after signing of SA-47 and
|
||||
|
Firm Aircraft contracted to deliver in July 2008 forward at the signing of SA47 --
|
||||
|
(T-W-2a Aircraft -- Advance Payment Schedule per LA 6-1162-JGM-669)
|
||||
|
Exhibit A-2 applies to Block T-W-2 / T-W-2a Aircraft delivering through Dec 2009 and the first Aircraft delivering in Jan 2010
|
||||
|
Exhibit A-3 applies to Block T-W-2 / T-W-2a Aircraft the second Aircraft delivering in Jan 2010 and on
|
||||
|
Block T-W-2b Aircraft - Advance Payment Schedule per LA SWA-PA-1810-LA-1001315;
|
||||
|
* Exhibit A-4 applies to Block T-W-2b Aircraft as identified in Exhibit A-4 to the Purchase Agreement^
|
||||
|
***Exhibit A-1A applies to Block T-W-2c Aircraft per XX00
|
||||
|
Xxxxx X-X-0 Aircraft (Substitute Aircraft per SA71) - Advance Payment Schedule per LA SWA-PA-1810-1001315
|
||||
|
**First minor model Special Features price =*** due to non-recuring charges^^
|
||||
|
**Exhibit A.2 applies to Block T-W-3 Aircraft
|
||||
|
Escalation Estimate
|
||||
|
Delivery
|
Number of
|
Aircraft
|
Adv Payment Base
|
|
|
Date
|
Aircraft
|
Block
|
Price Per A/P
|
Serial Number
|
|
Oct-1998
|
1
|
F
|
***
|
|
|
Nov-1998
|
2
|
F
|
***
|
|
|
Dec-1998
|
2
|
F
|
***
|
|
|
Mar-1999
|
2
|
G
|
***
|
|
|
Jun-1999
|
2
|
H
|
***
|
|
|
Jul-1999
|
1
|
H
|
***
|
|
|
Aug-1999
|
1
|
H
|
***
|
|
|
Sep-1999
|
2
|
H
|
***
|
|
|
Oct-1999
|
1
|
H
|
***
|
|
|
Oct-1999
|
1
|
L
|
***
|
| SWA - PA 1810 | Page 1 | SA - 73 |
| ^APR54184 | 2Q2010 Forecast |
Table 1 to
Purchase Agreement No. 1810
Aircraft Information Table
|
Nov-1999
|
2
|
L
|
***
|
|
|
Dec-1999
|
1
|
L
|
***
|
|
|
Mar-2000
|
1
|
H
|
***
|
|
|
Apr-2000
|
2
|
H
|
***
|
|
|
Jun-2000
|
3
|
L
|
***
|
|
|
Jul-2000
|
3
|
L
|
***
|
|
|
Sep-2000
|
1
|
H
|
***
|
|
|
Sep-2000
|
1
|
L
|
***
|
|
|
Oct-2000
|
2
|
H
|
***
|
|
|
Oct-2000
|
1
|
L
|
***
|
|
|
Nov-2000
|
4
|
L
|
***
|
|
|
Dec-2000
|
2
|
E
|
***
|
|
|
Dec-2000
|
1
|
L
|
***
|
|
|
Jan-2001
|
1
|
E
|
***
|
|
|
Jan-2001
|
1
|
L
|
***
|
|
|
Feb-2001
|
1
|
E
|
***
|
|
|
Feb-2001
|
1
|
L
|
***
|
|
|
Mar-2001
|
2
|
E
|
***
|
|
|
Mar-2001
|
2
|
H
|
***
|
|
|
Apr-2001
|
1
|
H
|
***
|
|
|
Jun-2001
|
3
|
E
|
***
|
|
|
Jul-2001
|
1
|
L
|
***
|
|
|
Sep-2001
|
3
|
E
|
***
|
|
|
Sep-2001
|
1
|
L
|
***
|
|
|
Oct-2001
|
3
|
H
|
***
|
|
|
Oct-2001
|
1
|
L
|
***
|
|
|
Nov-2001
|
2
|
I
|
***
|
|
|
Nov-2001
|
1
|
T
|
***
|
|
|
Dec-2001
|
1
|
I
|
***
|
|
|
Jan-2002
|
1
|
I
|
***
|
|
|
Feb-2002
|
1
|
T
|
***
|
|
|
Mar-2002
|
4
|
I
|
***
|
|
|
Apr-2002
|
2
|
I
|
***
|
|
|
Nov-2002
|
1
|
J
|
***
|
|
|
Dec-2002
|
2
|
I
|
***
|
|
|
Dec-2002
|
1
|
J
|
***
|
|
|
Mar-2003
|
2
|
L
|
***
|
|
|
May-2003
|
1
|
I
|
***
|
|
|
Jun-2003
|
2
|
I
|
***
|
|
|
Jul-2003
|
1
|
I
|
***
|
|
|
Jul-2003
|
1
|
L
|
***
|
|
|
Aug-2003
|
1
|
I
|
***
|
|
|
Aug-2003
|
2
|
L
|
***
|
|
|
Sep-2003
|
3
|
I
|
***
|
|
|
Nov-2003
|
2
|
J
|
***
|
|
|
Dec-2003
|
2
|
J
|
***
|
|
|
Jan-2004
|
2
|
T
|
***
|
|
|
Feb-2004
|
1
|
T
|
***
|
|
|
Mar-2004
|
1
|
J
|
***
|
|
|
Mar-2004
|
1
|
K
|
***
|
|
|
Apr-2004
|
3
|
K
|
***
|
|
|
Apr-2004
|
3
|
T
|
***
|
|
|
May-2004
|
1
|
K
|
***
|
|
|
May-2004
|
1
|
T
|
***
|
|
|
Jun-2004
|
2
|
K
|
***
|
|
|
Jun-2004
|
6
|
T
|
***
|
| SWA - PA 1810 | Page 2 | SA - 73 |
| ^APR54184 | 2Q2010 Forecast |
Table 1 to
Purchase Agreement No. 1810
Aircraft Information Table
|
Jul-2004
|
2
|
K
|
***
|
|
|
Jul-2004
|
2
|
T
|
***
|
|
|
Aug-2004
|
6
|
T-W
|
***
|
|
|
Sep-2004
|
1
|
K-W
|
***
|
|
|
Sep-2004
|
4
|
T-W
|
***
|
|
|
Oct-2004
|
4
|
K-W
|
***
|
|
|
Oct-2004
|
0
|
T-W
|
***
|
|
|
Nov-2004
|
3
|
T-W
|
***
|
|
|
Dec-2004
|
3
|
T-W
|
***
|
|
|
Jan-2005
|
5
|
T-W
|
***
|
|
|
Feb-2005
|
3
|
T-W
|
***
|
|
|
Mar-2005
|
4
|
T-W
|
***
|
|
|
Apr-2005
|
4
|
T-W
|
***
|
|
|
May-2005
|
2
|
T-W
|
***
|
|
|
Jun-2005
|
4
|
T-W
|
***
|
|
|
Jul-2005
|
2
|
T-W
|
***
|
|
|
Aug-2005
|
2
|
T-W
|
***
|
|
|
Sep-2005
|
3
|
T-W
|
***
|
|
|
Oct-2005
|
2
|
T-W
|
***
|
|
|
Nov-2005
|
2
|
T-W
|
***
|
|
|
Dec-2005
|
1
|
T-W
|
***
|
|
|
Jan-2006
|
1
|
T-W
|
***
|
|
|
Feb-2006
|
4
|
T-W
|
***
|
|
|
Mar-2006
|
3
|
T-W
|
***
|
|
|
Apr-2006
|
2
|
T-W
|
***
|
|
|
May-2006
|
5
|
T-W-1
|
***
|
|
|
Jun-2006
|
5
|
T-W-1
|
***
|
|
|
Jul-2006
|
3
|
T-W-1
|
***
|
|
|
Aug-2006
|
3
|
T-W-1
|
***
|
|
|
Sep-2006
|
3
|
T-W-1
|
***
|
|
|
Oct-2006
|
1
|
T-W-1
|
***
|
|
|
Nov-2006
|
2
|
T-W-1
|
***
|
|
|
Dec-2006
|
2
|
T-W-1
|
***
|
|
|
Jan-2007
|
2
|
T-W-1
|
***
|
|
|
Feb-2007
|
3
|
T-W-1
|
***
|
|
|
Mar-2007
|
2
|
T-W-1
|
***
|
|
|
Apr-2007
|
3
|
T-W-1
|
***
|
|
|
May-2007
|
3
|
T-W-1
|
***
|
|
|
Jun-2007
|
2
|
T-W-1
|
***
|
|
|
Jun-2007
|
1
|
T-W-1a
|
***
|
36528
|
|
Jul-2007
|
2
|
T-W-1
|
***
|
|
|
Jul-2007
|
1
|
T-W-1a
|
***
|
36610
|
|
Aug-2007
|
2
|
T-W-1
|
***
|
|
|
Aug-2007
|
3
|
T-W-1a
|
***
|
36611, 36632 & 36633
|
|
Sep-2007
|
2
|
T-W-1
|
***
|
|
|
Sep-2007
|
1
|
T-W-1a
|
***
|
36612
|
|
Oct-2007
|
3
|
T-W-1
|
***
|
|
|
Oct-2007
|
1
|
T-W-1a
|
***
|
36613
|
|
Nov-2007
|
1
|
T-W-1
|
***
|
|
|
Nov-2007
|
1
|
T-W-1a
|
***
|
36614
|
|
Dec-2007
|
2
|
T-W-1
|
***
|
|
|
Dec-2007
|
1
|
T-W-1a
|
***
|
36615
|
|
Jan-2008
|
1
|
T-W-1
|
***
|
|
|
Jan-2008
|
2
|
T-W-1a
|
***
|
36616 & 36617
|
|
Jan-2008
|
1
|
T-W-2
|
***
|
36887
|
|
Feb-2008
|
1
|
T-W-1
|
***
|
| SWA - PA 1810 | Page 3 | SA - 73 |
| ^APR54184 | 2Q2010 Forecast |
Table 1 to
Purchase Agreement No. 1810
Aircraft Information Table
|
Feb-2008
|
3
|
T-W-1a
|
***
|
36618, 36619 & 36620
|
|
Mar-2008
|
1
|
T-W-1
|
***
|
|
|
Mar-2008
|
2
|
T-W-1a
|
***
|
36621 & 36622
|
|
Mar-2008
|
1
|
T-W-2
|
***
|
36888
|
|
Apr-2008
|
1
|
T-W-1
|
***
|
|
|
Apr-2008
|
2
|
T-W-1a
|
***
|
36623 & 36624
|
|
May-2008
|
1
|
T-W-1
|
***
|
|
|
May-2008
|
2
|
T-W-1a
|
***
|
36625 & 36626
|
|
Jun-2008
|
1
|
T-W-1
|
***
|
|
|
Jun-2008
|
2
|
T-W-1a
|
***
|
36627 & 36628
|
|
Jul-2008
|
2
|
T-W-2a
|
***
|
|
|
Jul-2008
|
2
|
T-W-2
|
***
|
36889 & 36890
|
|
Aug-2008
|
1
|
T-W-2a
|
***
|
|
|
Oct-2008
|
1
|
T-W-2a
|
***
|
|
|
Nov-2008
|
1
|
T-W-2a
|
***
|
|
|
Dec-2008
|
1
|
T-W-2a
|
***
|
|
|
Jan-2009
|
1
|
T-W-2a
|
***
|
|
|
Feb-2009
|
2
|
T-W-2a
|
***
|
|
|
Mar-2009
|
2
|
T-W-2a
|
***
|
|
|
Apr-2009
|
2
|
T-W-2a
|
***
|
|
|
Apr-2009
|
1
|
T-W-2
|
***
|
36900
|
|
May-2009
|
2
|
T-W-2a
|
***
|
|
|
Jan-2010
|
1
|
T-W-2
|
***
|
36913
|
|
Feb-2010
|
1
|
T-W-2a
|
***
|
36659
|
|
Mar-2010
|
1
|
T-W-2a
|
***
|
36660
|
|
Mar-2010
|
1
|
T-W-2
|
***
|
36918
|
|
May-2010
|
1
|
T-W-2a
|
***
|
36662
|
|
May-2010
|
1
|
T-W-2
|
***
|
36924
|
|
Jun-2010
|
1
|
T-W-2a
|
***
|
36663
|
|
Jul-2010
|
1
|
T-W-2a
|
***
|
36664
|
|
Aug-2010
|
1
|
T-W-2a
|
***
|
36665
|
|
Oct-2010
|
1
|
T-W-2b
|
***
|
36667
|
|
Dec-2010
|
1
|
T-W-2b
|
***
|
36668
|
|
Feb-2011
|
1
|
T-W-2b
|
***
|
36669
|
|
Xxxxx-00
|
0
|
X-X-0x
|
***
|
00000
|
|
Xxxxx-00
|
0
|
X-X-0x
|
***
|
36726
|
|
Xxxxx-00
|
0
|
X-X-0x
|
***
|
36672
|
|
Xxxxx-00
|
0
|
X-X-0x
|
***
|
33936
|
|
Xxx-00
|
0
|
X-X-0x
|
***
|
36673
|
|
Xxx-00
|
0
|
X-X-0x
|
***
|
41528
|
|
Xxxx-00
|
0
|
X-X-0x
|
***
|
00000
|
|
Xxxx-00
|
0
|
X-X-0x
|
***
|
36675, 36963, 36962
|
|
Xxxxxx-00
|
0
|
X-X-0x
|
***
|
36676, 36965
|
|
September-11
|
2
|
T-W-2b
|
***
|
36677, 36966
|
|
Oct-2011
|
1
|
T-W-2b
|
***
|
36967
|
|
Dec-2011
|
2
|
T-W-2b
|
***
|
36679, TBD
|
|
Mar-2012
|
1
|
T-W-3
|
***
|
36680
|
|
Mar-2012
|
1
|
T-W-3
|
***
|
36980
|
|
Apr-2012
|
3
|
T-W-3
|
***
|
36681, 36983, 36683
|
|
May-2012
|
3
|
T-W-3
|
***
|
36682, 36985, 36987
|
|
Jul-2012
|
2
|
T-W-3
|
***
|
36684, 36990
|
|
Aug-2012
|
2
|
T-W-3
|
***
|
36685, 36992
|
|
Sep-2012
|
2
|
T-W-3
|
***
|
36686, 36994
|
|
Oct-2012
|
2
|
T-W-3
|
***
|
36687, 36997
|
|
Nov-2012
|
2
|
T-W-3
|
***
|
37005, 37003
|
|
Dec-2012
|
2
|
X-X-0
|
***
|
00000, 00000
|
| XXX - XX 1810 | Page 4 | SA - 73 |
| ^APR54184 | 2Q2010 Forecast |
Table 1 to
Purchase Agreement Xx. 0000
Xxxxxxxx Xxxxxxxxxxx Xxxxx
|
Xxx-0000
|
0
|
X-X-0x
|
***
|
36891, 36634
|
|
Feb-2013
|
1
|
T-W-2b
|
***
|
36635
|
|
Mar-2013
|
2
|
T-W-2b
|
***
|
36892, 36638
|
|
Apr-2013
|
1
|
T-W-2b
|
***
|
36893
|
|
May-2013
|
1
|
T-W-2b
|
***
|
36894
|
|
Jun-2013
|
2
|
T-W-2b
|
***
|
36895, 36896
|
|
Jul-2013
|
1
|
T-W-2b
|
***
|
36897
|
|
Aug-2013
|
2
|
T-W-2b
|
***
|
36898, 36905
|
|
Sep-2013
|
2
|
T-W-2b
|
***
|
36907, 36911
|
|
Oct-2013
|
2
|
T-W-2b
|
***
|
36912, 36914
|
|
Nov-2013
|
1
|
T-W-2b
|
***
|
36915
|
|
Dec-2013
|
2
|
T-W-2b
|
***
|
36917, 36919
|
|
Jan-2014
|
2
|
T-W-2b
|
***
|
36920, 36909
|
|
Feb-2014
|
2
|
T-W-2b
|
***
|
36922, 36910
|
|
Xxx-0000
|
0
|
X-X-0x
|
***
|
36943, 36927, 36925
|
|
Apr-2014
|
2
|
T-W-2b
|
***
|
36944, 36929
|
|
May-2014
|
1
|
T-W-2b
|
***
|
36946
|
|
Jun-2014
|
2
|
T-W-2b
|
***
|
36968, 36949
|
|
Jul-2014
|
1
|
T-W-2b
|
***
|
36951
|
|
Aug-2014
|
3
|
T-W-2b
|
***
|
36928, 36952, 37019
|
|
Sep-2014
|
1
|
T-W-2b
|
***
|
36954
|
|
Oct-2014
|
2
|
T-W-2b
|
***
|
36957, 37034
|
|
Nov-2014
|
1
|
T-W-2b
|
***
|
36971
|
|
Dec-2014
|
1
|
T-W-2b
|
***
|
37037
|
|
Jan-2015
|
1
|
T-W-2b
|
***
|
36899
|
|
Feb-2015
|
1
|
T-W-2b
|
***
|
36901
|
|
Mar-2015
|
2
|
T-W-2b
|
***
|
36902, 36936
|
|
Apr-2015
|
2
|
T-W-2b
|
***
|
36649, 36652
|
|
May-2015
|
1
|
T-W-2b
|
***
|
36903
|
|
Jun-2015
|
2
|
T-W-2b
|
***
|
36906, 36654
|
|
Jul-2015
|
1
|
T-W-2b
|
***
|
36655
|
|
Aug-2015
|
1
|
T-W-2b
|
***
|
36656
|
|
Sep-2015
|
1
|
T-W-2b
|
***
|
36657
|
|
Oct-2015
|
1
|
T-W-2b
|
***
|
36937
|
|
Dec-2015
|
1
|
T-W-2b
|
***
|
36941
|
|
Jan-2016
|
1
|
T-W-2b
|
***
|
36650
|
|
Feb-2016
|
2
|
T-W-2b
|
***
|
36904, 36932
|
|
Xxx-0000
|
0
|
X-X-0x
|
***
|
36651
|
|
Apr-2016
|
2
|
T-W-2b
|
***
|
36653, 36938
|
|
May-2016
|
2
|
T-W-2b
|
***
|
36658, 36939
|
|
Jun-2016
|
1
|
T-W-2b
|
***
|
36916
|
|
Jul-2016
|
2
|
T-W-2b
|
***
|
36921, 36945
|
|
Aug-2016
|
1
|
T-W-2b
|
***
|
36678^
|
|
Aug-2016
|
1
|
T-W-2b
|
***
|
36661
|
|
Sep-2016
|
1
|
T-W-2b
|
***
|
36977^
|
|
Sep-2016
|
1
|
T-W-2b
|
***
|
36923
|
|
Oct-2016
|
1
|
T-W-2b
|
***
|
36666
|
|
Nov-2016
|
1
|
T-W-2b
|
***
|
36670
|
| SWA - PA 1810 | Page 5 | SA - 73 |
| ^APR54184 | 2Q2010 Forecast |
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
Exhibit E.2 to Purchase Agreement Number PA-1810
737-8H4 Aircraft
| Exhibit E.2 – 737-8H4 Aircraft | SA-73 | |
| BOEING PROPRIETARY | Page 1 |
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737-8H4 AIRCRAFT
This Exhibit E.2 contains supplier selection dates, on-dock dates and other requirements applicable to the 737-8H4 Aircraft and incorporates all terms and conditions contained in Buyer Furnished Equipment Provisions Document as Exhibit E to the Purchase Agreement.
Supplier Selection.
Customer will select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
|
Galley System
|
March 1, 2011
|
|
Galley Inserts
|
March 1, 2011
|
|
Seats (passenger)
|
January 17, 2011
|
|
Miscellaneous Emergency Equipment
|
March 1, 2011
|
On-dock Dates and Other Information.
On or before April, 2011 Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:
|
Item
|
Preliminary On-Dock Dates
Month of Delivery
|
|
|
March 2012 (2)
Aircraft
|
April 2012 (3)
Aircraft
|
|
|
Seats
|
1/23/2012
|
2/21/2012
|
|
Galleys/Furnishings
|
1/16/2012
|
2/14/2012
|
|
Antennas & Mounting Equipment
|
11/23/2011
|
12/21/2011
|
|
Avionics
|
1/16/2012
|
2/14/2012
|
| Exhibit E.2 – 737-8H4 Aircraft | SA-73 | |
| BOEING PROPRIETARY | Page 2 |
|
Cabin Systems Equipment
|
1/16/2012
|
2/14/2012
|
|
Miscellaneous Emergency Equipment
|
1/16/2012
|
2/14/2012
|
|
Textiles/Raw Material
|
9/29/2011
|
10/28/2011
|
|
Cargo Systems
(Single Aisle Programs)
|
1/3/2012
|
1/31/2012
|
|
Provision Kits
(Single Aisle Programs)
|
9/2/2011
|
9/30/2011
|
|
Radomes (Single Aisle Programs)
|
12/16/2011
|
1/13/2012
|
|
Item
|
Preliminary On-Dock Dates
Month of Delivery
|
|
|
May 2012 (3)
Aircraft
|
||
|
Seats
|
3/22/2012
|
|
|
Galleys/Furnishings
|
3/15/2012
|
|
|
Antennas & Mounting Equipment
|
1/23/2012
|
|
|
Avionics
|
3/15/2012
|
|
|
Cabin Systems Equipment
|
3/15/2012
|
|
|
Miscellaneous Emergency Equipment
|
3/15/2012
|
|
|
Textiles/Raw Material
|
12/1/2011
|
|
|
Cargo Systems
(Single Aisle Programs)
|
3/1/2012
|
|
|
Provision Kits
(Single Aisle Programs)
|
11/1/2011
|
|
|
Radomes (Single Aisle Programs)
|
3/22/2012
|
|
|
Item
|
Preliminary On-Dock Dates
Month of Delivery
|
|
|
July 2012 (2)
Aircraft
|
August 2012 (2)
Aircraft
|
|
|
Seats
|
5/22/2012
|
6/21/2012
|
|
Galleys/Furnishings
|
5/15/2012
|
6/14/2012
|
|
Antennas & Mounting Equipment
|
3/22/2012
|
4/20/2012
|
|
Avionics
|
5/15/2012
|
6/14/2012
|
| Exhibit E.2 – 737-8H4 Aircraft | SA-73 | |
| BOEING PROPRIETARY | Page 3 |
|
Cabin Systems Equipment
|
5/15/2012
|
6/14/2012
|
|
Miscellaneous Emergency Equipment
|
5/15/2012
|
6/14/2012
|
|
Textiles/Raw Material
|
2/9/2012
|
3/9/2012
|
|
Cargo Systems
(Single Aisle Programs)
|
5/1/2012
|
5/31/2012
|
|
Provision Kits
(Single Aisle Programs)
|
1/3/2012
|
1/31/2012
|
|
Radomes (Single Aisle Programs)
|
4/16/2012
|
5/14/2012
|
|
Item
|
Preliminary On-Dock Dates
Month of Delivery
|
|
|
September 2012 (2)
Aircraft
|
October 2012 (2)
Aircraft
|
|
|
Seats
|
7/23/2012
|
8/23/2012
|
|
Galleys/Furnishings
|
7/16/2012
|
8/16/2012
|
|
Antennas & Mounting Equipment
|
5/23/2012
|
6/22/2012
|
|
Avionics
|
7/16/2012
|
8/16/2012
|
|
Cabin Systems Equipment
|
7/16/2012
|
8/16/2012
|
|
Miscellaneous Emergency Equipment
|
7/16/2012
|
8/16/2012
|
|
Textiles/Raw Material
|
4/9/2012
|
5/10/2012
|
|
Cargo Systems
(Single Aisle Programs)
|
7/2/2012
|
8/2/2012
|
|
Provision Kits
(Single Aisle Programs)
|
3/2/2012
|
4/2/2012
|
|
Radomes (Single Aisle Programs)
|
6/15/2012
|
7/16/2012
|
|
Item
|
Preliminary On-Dock Dates
Month of Delivery
|
|
|
November 2012 (2)
Aircraft
|
December 2012 (2)
Aircraft
|
|
|
Seats
|
9/20/2012
|
10/23/2012
|
|
Galleys/Furnishings
|
9/13/2012
|
10/16/2012
|
|
Antennas & Mounting Equipment
|
7/20/2012
|
8/23/2012
|
| Exhibit E.2 – 737-8H4 Aircraft | SA-73 | |
| BOEING PROPRIETARY | Page 4 |
|
Avionics
|
9/13/2012
|
10/16/2012
|
|
Cabin Systems Equipment
|
9/13/2012
|
10/16/2012
|
|
Miscellaneous Emergency Equipment
|
9/13/2012
|
10/16/2012
|
|
Textiles/Raw Material
|
6/7/2012
|
7/11/2012
|
|
Cargo Systems
(Single Aisle Programs)
|
8/30/2012
|
10/2/2012
|
|
Provision Kits
(Single Aisle Programs)
|
4/30/2012
|
6/1/2012
|
|
Radomes (Single Aisle Programs)
|
8/13/2012
|
9/17/2012
|
Additional Delivery Requirements - Import.
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.
xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxxxxx/xxxxxxxx/xxxxxxxx_xxxxxx/xxxxx_xxxxxxx.xxxx
| Exhibit E.2 – 737-8H4 Aircraft | SA-73 | |
| BOEING PROPRIETARY | Page 5 |
