EXHIBIT 10.1
Supplemental Agreement No. 13
to
Purchase Agreement No. 1810
between
The Boeing Company
and
SOUTHWEST AIRLINES CO.
Relating to Boeing Model 737-7H4 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of June 22,
2000, by and between THE BOEING COMPANY, a Delaware corporation
with its principal offices in Seattle, Washington, (Boeing) and
SOUTHWEST AIRLINES CO., a Texas corporation with its principal
offices in City of Dallas, State of Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase
Agreement No. 1810 dated January 19, 1994, relating to Boeing
Model 737-7H4 aircraft (the Agreement); and
*** 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.
WHEREAS, Buyer has agreed to purchase ninety-four (94)
additional Model 737-7H4 Block "T" Aircraft, and has been granted
options to purchase twenty-five (25) Model 737-7H4 Block "U"
aircraft "Option Aircraft" and one hundred seventy one (171)
Model 737-7H4 Block "V" aircraft "Rollover Option Aircraft".
Such total of two hundred ninety (290) aircraft are referred
herein as the "2000 Order Aircraft." Deliveries of the ninety-
four (94) Model 737-7H4 Block "T" Aircraft are as follows:
February 2002 One (1)
May 2002 Two (2)
June 2002 Two (2)
July 2002 One (1)
August 2002 Two (2)
November 2002 Two (2)
February 2003 One (1)
May 2003 Two (2)
June 2003 Two (2)
August 2003 Three (3)
February 2004 Three (3)
March 2004 Three (3)
April 2004 One (1)
May 2004 Four (4)
June 2004 Three (3)
July 2004 Two (2)
August 2004 Two (2)
September 2004 Two (2)
October 2004 Two (2)
November 2004 Two (2)
February 2005 One (1)
May 2005 One (1)
June 2005 One (1)
August 2005 One (1)
September 2005 One (1)
February 2006 Three (3)
March 2006 One (1)
May 2006 Three (3)
June 2006 Four (4)
July 2006 One (1)
August 2006 Three (3)
September 2006 Three (3)
November 2006 Two (2)
December 2006 Two (2)
January 2007 Two (2)
February 2007 Three (3)
March 2007 Two (2)
April 2007 Two (2)
May 2007 Two (2)
June 2007 Two (2)
July 2007 Two (2)
August 2007 Two (2)
September 2007 Two (2)
October 2007 Two (2)
November 2007 Two (2)
December 2007 Two (2)
WHEREAS, Buyer has agreed to accelerate two Block D
Aircraft from September 2000 to August 2000; and to accelerate
three Block E Aircraft, two from January 2001 to December 2000
and one from March 2001 to February 2001; and to accelerate two
Block H Aircraft from April 2001 to March 2001, and such total of
seven (7) Aircraft are referred herein as the "Accelerated
Aircraft".
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. The Table of Contents of the Agreement is deleted in its
entirety and a new Table of Contents is attached hereto and
incorporated into the Agreement by this reference.
2. Article 1, entitled "Subject Matter of Sale," is deleted
in its entirety and replaced by a new Article 1. Such new page 1-
1 is attached hereto and incorporated into the Agreement by this
reference.
3. Article 2, entitled "Delivery, Title and Risk of Loss," is
deleted in its entirety and replaced by a new Article 2. Such new
pages 2-1, 2-2, 2-3 and 2-4 are attached hereto and incorporated
into the Agreement by this reference.
4. Article 3, entitled "Price of Aircraft", is deleted in its
entirety and replaced by a new Article 3. Such new pages 3-1, 3-
2, 3-3, 3-4, 3-5 and 3-6 are attached hereto and incorporated
into the Agreement by this reference.
5. Letter Agreement No. 6-1162-RLL-932R1 entitled *** is
deleted in its entirety and replaced by a new Letter Agreement
No. 6-1162-RLL-932R2 which is attached hereto and is incorporated
into the Agreement by this reference.
6. Letter Agreement No. 6-1162-RLL-933R8 entitled "Option
Aircraft," is deleted in its entirety and replaced by a new
Letter Agreement No. 6-1162-RLL-933R9 which is attached hereto
and is incorporated into the Agreement by this reference.
7. Letter Agreement No. 6-1162-RLL-934R1 entitled "Disclosure
of Confidential Information," is deleted in its entirety and
replaced by a new Letter Agreement No. 6-1162-RLL-934R2 which is
attached hereto and is incorporated into the Agreement by this
reference.
8. Letter Agreement No. 6-1162-RLL-941R1 entitled "Other
Matters," is deleted in its entirety and replaced by a new Letter
Agreement No. 6-1162-RLL-941R2 which is attached hereto and is
incorporated into the Agreement by this reference.
9. Letter Agreement No. 6-1162-KJJ-054 entitled "Business
Matters," is attached hereto and is hereby incorporated into the
Agreement by this reference.
10. Letter Agreement No. 6-1162-KJJ-055 entitled ***, is
attached hereto and is hereby incorporated into the Agreement by
this reference.
11. Letter Agreement No. 6-1162-KJJ-056 entitled ***, is
attached hereto and is hereby incorporated into the Agreement by
this reference.
12. Letter Agreement No. 6-1162-KJJ-057 entitled ***, is
attached hereto and is hereby incorporated into the Agreement by
this reference.
13. Letter Agreement No. 6-1162-KJJ-058 entitled ***, is
attached hereto and is hereby incorporated into the Agreement by
this reference.
14. Exhibit D-1 entitled "Price Adjustments Due to Economic
Fluctuations - Aircraft," is attached hereto and is hereby
incorporated into the Agreement by this reference.
15. Exhibit A-1 entitled "Aircraft Configuration," is attached
hereto and is hereby incorporated into the Agreement by this
reference.
16. ***
The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY SOUTHWEST AIRLINES CO.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxx
Its: Attorney-In-Fact Its:___CEO ____________
P.A. No. 1810 SA-13-5
K/SWA
