Supplemental Agreement No. 60 to Purchase Agreement No. 1810 between THE BOEING COMPANY and SOUTHWEST AIRLINES CO. Relating to Boeing Model 737-7H4 Aircraft (the Aircraft)
Exhibit
10.1
Supplemental
Agreement No. 60
to
Purchase
Agreement No. 1810
between
THE
BOEING COMPANY
and
Relating
to Boeing Model 737-7H4 Aircraft (the Aircraft)
THIS SUPPLEMENTAL AGREEMENT, entered
into as of April 16, 2008, by and between THE BOEING COMPANY, a Delaware
corporation with principal offices in Seattle, Washington, (Boeing) and
SOUTHWEST AIRLINES CO., a Texas corporation with principal offices in Dallas,
Texas (Buyer);
WHEREAS, the parties hereto entered
into Purchase Agreement No. 1810 dated January 19, 1994, relating to Boeing
Model 737-7H4 aircraft (the Agreement) and;
WHEREAS,
Buyer has agreed to exercise one August 2009 Option Aircraft as Block T-W-2 Firm
Aircraft bearing Serial Number 36906 ***;
***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
K/SWA SA-60-1
WHEREAS,
Buyer has agreed to exercise the following twelve (12) Option Aircraft as Block
T-W-2 Firm Aircraft:
Contract Delivery
Month Serial
Number
*** ***
and;
WHEREAS,
Boeing and Buyer have agreed to revise the Contract Delivery Month of ten (10)
Firm Aircraft as follows (***Firm Aircraft):
Was New Serial
No.
***
*** ***
and;
WHEREAS,
Buyer has agreed to the following changes to the Delivery Month of fifteen (15)
Option Aircraft:
Was New
*** ***
and;
WHEREAS,
Boeing has agreed to extend Delivery Completion Date of the Purchase Right
Aircraft to ***from ***and;
WHEREAS,
Boeing and Buyer have agreed to use the latest escalation forecast (4th Quarter
2007 Forecast) to calculate the Advance Payment Base Price for the Aircraft
36906 and the *** Firm Aircraft in Table 1; and
WHEREAS,
Boeing and Buyer have agreed to use the latest escalation forecast (4th Quarter
2007 Forecast) to calculate the Advance Payment Base Price for Option Aircraft
scheduled for delivery starting in ***and the Advance Payment Base Price for
Option Aircraft scheduled for delivery prior to ***is based on 4th Quarter
2005 escalation forecast in Table 2; and
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree to amend the Agreement as follows:
1. The
Table of Contents of the Agreement is deleted in its entirety and a new Table of
Contents is attached hereto and incorporated into the Agreement by this
reference.
2. Table
1 is deleted in its entirety and replaced by a new Table
1 which is attached hereto to reflect (i) the
exercise of the ***Option Aircraft as a Block T-W-2 Firm Aircraft with Contract
Delivery Month of ***, (ii) the exercise of twelve (12) Option Aircraft as Block
T-W-2 Firm Aircraft scheduled for delivery in a period of ***through ***and
(iii) the changes of the Contract Delivery Months of ten (10) Firm Aircraft from
year ***to year ***.
P.A. No.
1810
K/SWA
SA-60-2
3. Table
2 is deleted in its entirety and replaced by a new Table
2 which is attached hereto to reflect (i) the extension of Purchase Rights
Delivery completion date and (ii) the revision of Delivery Month of fifteen (15)
Option Aircraft.
4. Letter
Agreement No. 6-1162-RLL-933R20 entitled “Option Aircraft” is replaced and
superseded by Letter Agreement No. 6-1162-RLL-933R21 attached hereto to reflect
the extension of Purchase Rights Delivery Completion Date.
5. All
references in the Letter Agreements associated with Purchase Agreement No. 1810
shall be deemed to refer to the purchase by Buyer of four hundred nineteen (419)
Model 737-7H4 Aircraft, sixty-seven (67) Model 737-7H4 Option Aircraft and
fifty-four (54) Xxxxx 000-0X0 Xxxxxxxx Right Aircraft, to the extent such
reference is not specifically addressed herein.
6. Boeing
and Buyer have agreed that Boeing will ***:
Table --
2008 Advance Payment Schedule
|
Year
2008
Advance
Payment Due Date
|
Payments
made on *** Firm Aircraft
|
Current
Advance
Payment
amount
|
Revised
Advance Payment amount
|
|
Apr
16, 2008
|
***
|
***
|
***
|
|
May
1, 2008
|
***
|
***
|
|
|
Jun
2, 2008
|
***
|
***
|
|
|
Jul
1, 2008
|
***
|
***
|
|
|
Aug
1, 2008
|
***
|
***
|
|
|
Sep
2, 2008
|
***
|
***
|
|
|
Oct
1, 2008
|
***
|
***
|
|
|
Nov
3, 2008
|
***
|
***
|
|
|
Dec
1, 2008
|
***
|
***
|
The
Agreement will be deemed to be supplemented to the extent herein provided and as
so supplemented will continue in full force and effect.
P.A. No.
1810
K/SWA SA-60-3
EXECUTED
IN DUPLICATE as of the day and year first above written.
|
THE
BOEING COMPANY
|
|
|
By:
/s/ Xxxxxx
Xxxxx
|
By:/s/ Xxxxx
Toppping
|
|
Its: Attorney-In-Fact
|
Its:VP -
Treasurer
|
P.A. No.
1810
K/SWA
SA-60-4
TABLE OF
CONTENTS
|
Page
|
SA
|
||
|
Number
|
Number
|
||
|
ARTICLES
|
|||
|
1.
|
Subject
Matter of Sale
|
1-1
|
SA-13
|
|
2.
|
Delivery,
Title and Risk of Loss
|
2-1
|
SA-28
|
|
3.
|
Price
of Aircraft
|
3-1
|
SA-47
|
|
4.
|
Taxes
|
4-1
|
|
|
5.
|
Payment
|
5-1
|
|
|
6.
|
Excusable
Delay
|
6-1
|
|
|
7.
|
Changes
to the Detail
|
||
|
Specification
|
7-1
|
SA-1
|
|
|
8.
|
Federal
Aviation Requirements and
|
||
|
Certificates
and Export License
|
8-1
|
||
|
9.
|
Representatives,
Inspection,
|
||
|
Flights
and Test Data
|
9-1
|
||
|
10.
|
Assignment,
Resale or Lease
|
10-1
|
|
|
11.
|
Termination
for Certain Events
|
11-1
|
|
|
12.
|
Product
Assurance; Disclaimer and
|
||
|
Release;
Exclusion of Liabilities;
|
|||
|
Customer
Support; Indemnification
|
|||
|
and
Insurance
|
12-1
|
||
|
13.
|
Buyer
Furnished Equipment and
|
||
|
Spare
Parts
|
13-1
|
||
|
14.
|
Contractual
Notices and Requests
|
14-1
|
|
|
15.
|
Miscellaneous
|
15-1
|
P.A.
No.
1810
i
K/SWA
SA-60
TABLE OF
CONTENTS CON'T
|
SA
|
||
|
Number
|
||
|
TABLE
|
||
|
1.
|
Aircraft
Information Table
|
SA-60
|
|
2.
|
Option
Aircraft Information Table
|
SA-60
|
|
EXHIBITS
|
||
|
A
|
Aircraft
Configuration
|
SA-47
|
|
B
|
Product
Assurance Document
|
SA-1
|
|
C
|
Customer
Support Document
|
|
|
D
|
Price
Adjustments Due to
|
|
|
Economic
Fluctuations - Aircraft
|
||
|
E
|
Buyer
Furnished Equipment
|
|
|
Provisions
Document
|
||
|
F
|
Defined
Terms Document
|
|
|
LETTER AGREEMENTS
|
||
|
1810-1
|
Waiver
of Aircraft Demonstration Flight
|
|
P.A.
No.
1810
ii
K/SWA
SA-60
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-934R3
|
Disclosure
of Confidential
|
SA-14
|
|
Information
|
||
|
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
|
SA-1
|
|
Field
Test
|
||
|
6-1162-RLL-1858R1
|
Escalation
Matters
|
SA-4
|
P.A.
No.
1810 iii
K/SWA
SA-60
TABLE OF
CONTENTS CON'T
|
SA
|
||
|
Number
|
||
|
RESTRICTED LETTER
AGREEMENTS
|
||
|
6-1162-RLL-2036
|
Amortization
of Costs for
|
|
|
Customer
Unique Changes
|
XX-0
|
|
|
0-0000-XXX-0000
|
Xxxxxxxxxxxxxx
of the Aircraft
|
SA-1
|
|
Basic
Price
|
||
|
6-1162-RLL-2073
|
Maintenance
Training Matters
|
SA-1
|
|
6-1162-KJJ-054R1
|
Business
Matters
|
|
|
6-1162-KJJ-055R1
|
Structural
Matters
|
SA-25
|
|
6-1162-KJJ-056
|
Noise
and Emission Matters
|
SA-13
|
|
6-1162-KJJ-057
|
Product
Development Matters
|
SA-13
|
|
6-1162-KJJ-058
|
Additional
Substitution Rights
|
SA-13
|
|
6-1162-KJJ-150
|
Flight
Control Computer & Mode
|
SA-14
|
|
Control
Panel Spares Matter
|
||
|
6-1162-MSA-185R3
|
Delivery
Change Contractual
|
SA-21
|
|
Matters
|
||
|
6-1162-JMG-669R9
|
***
|
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
|
XX-00
|
|
Xxxxxxxx
|
||
|
0-0000-XXX-000
|
Xxxxxxxx
- Exterior Color Schemes
|
SA-39
|
|
and
Markings for YA143 and on
|
||
|
6-1162-NIW-1142
|
***
|
SA-43
|
|
6-1162-NIW-1369
|
***
|
SA-46
|
P.A.
No.
1810 iv
K/SWA
SA-60
Table
1 to
Purchase
Agreement No. 1810
Aircraft
Information Table
|
Base
Aircraft Price
|
Special
Features
|
Aircraft
Basic Price
|
Base
Year Dollars
|
||
|
Block
A, B, C, D & E Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
F & G Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
H Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
I Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
J Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
K Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
K-W Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
L Aircraft
|
***
|
***
|
***
|
July
1992
|
|
|
Block
T Aircraft
|
***
|
***
|
***
|
July
1999
|
|
|
Block
T-W Aircraft
|
***
|
***
|
***
|
July
0000
|
|
|
Xxxxx
X-X-0 / X-X-0x Aircraft
|
***
|
***
|
***
|
July
0000
|
|
|
Xxxxx
X-X-0 / X-X-0x Aircraft
|
***
|
***
|
***
|
July
1999
|
|
|
Block
K-W Aircraft: Block K airplanes with production winglets
installation
|
|||||
|
Block
T-W Aircraft: Block T airplanes with production winglets
installation
|
|||||
|
Block
T-W-1 / T-W-1a Aircraft: Firm Aircraft contracted to deliver
from May 1, 2006 through June 2008 at the signing
|
|||||
|
of
SA-47 -- (T-W-1a Aircraft -- Advance Payment Schedule per LA
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)
|
|||||
SWA
Page
1
SA-60
|
Escalation
Estimate
|
||||
|
Delivery
|
Number
of
|
Aircraft
|
Adv
Payment Base
|
|
|
Date
|
Aircraft
|
Block
|
Price
Per A/P
|
Serial
Number
|
|
Dec-2000
|
2
|
E
|
***
|
|
|
Jan-2001
|
1
|
E
|
***
|
|
|
Feb-2001
|
1
|
E
|
***
|
|
|
Mar-2001
|
2
|
E
|
***
|
|
|
Jun-2001
|
3
|
E
|
***
|
|
|
Sep-2001
|
3
|
E
|
***
|
|
|
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
|
***
|
|
|
Mar-2000
|
1
|
H
|
***
|
|
|
Apr-2000
|
2
|
H
|
***
|
|
|
Sep-2000
|
1
|
H
|
***
|
|
|
Oct-2000
|
2
|
H
|
***
|
|
|
Mar-2001
|
2
|
H
|
***
|
|
|
Apr-2001
|
1
|
H
|
***
|
|
|
Oct-2001
|
3
|
H
|
***
|
|
|
Nov-2001
|
2
|
I
|
***
|
|
|
Dec-2001
|
1
|
I
|
***
|
|
|
Jan-2002
|
1
|
I
|
***
|
|
|
Mar-2002
|
4
|
I
|
***
|
|
|
Apr-2002
|
2
|
I
|
***
|
|
|
Dec-2002
|
2
|
I
|
***
|
|
|
May-2003
|
1
|
I
|
***
|
|
|
Jun-2003
|
2
|
I
|
***
|
|
|
Jul-2003
|
1
|
I
|
***
|
|
|
Aug-2003
|
1
|
I
|
***
|
|
|
Sep-2003
|
3
|
I
|
***
|
|
|
Nov-2002
|
1
|
J
|
***
|
|
|
Dec-2002
|
1
|
J
|
***
|
|
|
Nov-2003
|
2
|
J
|
***
|
|
|
Dec-2003
|
2
|
J
|
***
|
|
|
Mar-2004
|
1
|
J
|
***
|
|
|
Mar-2004
|
1
|
K
|
***
|
|
|
Apr-2004
|
3
|
K
|
***
|
|
|
May-2004
|
1
|
K
|
***
|
|
|
Jun-2004
|
2
|
K
|
***
|
|
|
Jul-2004
|
2
|
K
|
***
|
|
|
Sep-2004
|
1
|
K-W
|
***
|
SWA
Page 2
SA-60
|
Oct-2004
|
4
|
K-W
|
***
|
|
|
Oct-1999
|
1
|
L
|
***
|
|
|
Nov-1999
|
2
|
L
|
***
|
|
|
Dec-1999
|
1
|
L
|
***
|
|
|
Jun-2000
|
3
|
L
|
***
|
|
|
Jul-2000
|
3
|
L
|
***
|
|
|
Sep-2000
|
1
|
L
|
***
|
|
|
Oct-2000
|
1
|
L
|
***
|
|
|
Nov-2000
|
4
|
L
|
***
|
|
|
Dec-2000
|
1
|
L
|
***
|
|
|
Jan-2001
|
1
|
L
|
***
|
|
|
Feb-2001
|
1
|
L
|
***
|
|
|
Jul-2001
|
1
|
L
|
***
|
|
|
Sep-2001
|
1
|
L
|
***
|
|
|
Oct-2001
|
1
|
L
|
***
|
|
|
Mar-2003
|
2
|
L
|
***
|
|
|
Jul-2003
|
1
|
L
|
***
|
|
|
Aug-2003
|
2
|
L
|
***
|
|
|
Nov-2001
|
1
|
T
|
***
|
|
|
Feb-2002
|
1
|
T
|
***
|
|
|
Jan-2004
|
2
|
T
|
***
|
|
|
Feb-2004
|
1
|
T
|
***
|
|
|
Apr-2004
|
3
|
T
|
***
|
|
|
May-2004
|
1
|
T
|
***
|
|
|
Jun-2004
|
6
|
T
|
***
|
|
|
Jul-2004
|
2
|
T
|
***
|
|
|
Aug-2004
|
6
|
T-W
|
***
|
|
|
Sep-2004
|
4
|
T-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
|
***
|
SWA
Page 3
XX-00
|
Xxx-0000
|
0
|
X-X-0
|
***
|
|
|
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
|
***
|
|
|
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
|
***
|
SWA
Page 4
XX-00
|
Xxx-0000
|
0
|
X-X-0x
|
***
|
|
|
Apr-2009
|
2
|
T-W-2a
|
***
|
|
|
Apr-2009
|
1
|
T-W-2
|
***
|
36900
|
|
May-2009
|
2
|
T-W-2a
|
***
|
|
|
Jun-2009
|
1
|
T-W-2a
|
***
|
|
|
Jul-2009
|
1
|
T-W-2a
|
***
|
|
|
Jul-2009
|
1
|
T-W-2
|
***
|
36904
|
|
Aug-2009
|
1
|
T-W-2a
|
***
|
|
|
Jan-2010
|
1
|
T-W-2a
|
***
|
|
|
Jan-2010
|
1
|
T-W-2
|
***
|
36913
|
|
Feb-2010
|
1
|
T-W-2a
|
***
|
|
|
Feb-2010
|
1
|
T-W-2
|
***
|
36916
|
|
Mar-2010
|
1
|
T-W-2a
|
***
|
|
|
Mar-2010
|
1
|
T-W-2
|
***
|
36918
|
|
Apr-2010
|
1
|
T-W-2a
|
***
|
|
|
Apr-2010
|
1
|
T-W-2
|
***
|
36921
|
|
May-2010
|
1
|
T-W-2a
|
***
|
|
|
May-2010
|
2
|
T-W-2
|
***
|
36923,
36924
|
|
Jun-2010
|
1
|
T-W-2a
|
***
|
|
|
Jul-2010
|
1
|
T-W-2a
|
***
|
|
|
Aug-2010
|
1
|
T-W-2a
|
***
|
|
|
Sep-2010
|
1
|
T-W-2a
|
***
|
|
|
Oct-2010
|
1
|
T-W-2a
|
***
|
|
|
Jan-2011
|
1
|
T-W-2a
|
***
|
|
|
Feb-2011
|
1
|
T-W-2a
|
***
|
|
|
Mar-2011
|
1
|
T-W-2a
|
***
|
|
|
Apr-2011
|
1
|
T-W-2a
|
***
|
|
|
May-2011
|
1
|
T-W-2a
|
***
|
|
|
Jun-2011
|
1
|
T-W-2a
|
***
|
|
|
Jul-2011
|
1
|
T-W-2a
|
***
|
|
|
Aug-2011
|
1
|
T-W-2a
|
***
|
|
|
Sep-2011
|
1
|
T-W-2a
|
***
|
|
|
Oct-2011
|
1
|
T-W-2a
|
***
|
|
|
Oct-2011
|
1
|
T-W-2
|
***
|
36966
|
|
Nov-2011
|
1
|
T-W-2
|
***
|
36968
|
|
Dec-2011
|
1
|
T-W-2
|
***
|
36971
|
|
Jan-2012
|
1
|
T-W-2a
|
***
|
|
|
Feb-2012
|
1
|
T-W-2a
|
***
|
|
|
Mar-2012
|
1
|
T-W-2a
|
***
|
|
|
Apr-2012
|
1
|
T-W-2a
|
***
|
|
|
May-2012
|
1
|
T-W-2a
|
***
|
|
|
Jun-2012
|
1
|
T-W-2a
|
***
|
|
|
Jul-2012
|
1
|
T-W-2a
|
***
|
|
|
Aug-2012
|
1
|
T-W-2a
|
***
|
|
|
Sep-2012
|
1
|
T-W-2a
|
***
|
|
|
Oct-2012
|
1
|
T-W-2a
|
***
|
|
|
Oct-2012
|
1
|
T-W-2
|
***
|
36997
|
|
Nov-2012
|
1
|
T-W-2
|
***
|
37005
|
SWA
Page 5
XX-00
|
Xxx-0000
|
0
|
X-X-0
|
***
|
37006
|
|
Jan-2013
|
1
|
T-W-2
|
***
|
36891
|
|
Jan-2013
|
1
|
T-W-2a
|
***
|
|
|
Feb-2013
|
1
|
T-W-2a
|
***
|
|
|
Mar-2013
|
1
|
T-W-2a
|
***
|
|
|
Mar-2013
|
1
|
T-W-2
|
***
|
|
|
Apr-2013
|
1
|
T-W-2
|
***
|
|
|
May-2013
|
1
|
T-W-2
|
***
|
|
|
Jun-2013
|
2
|
T-W-2
|
***
|
|
|
Jul-2013
|
1
|
T-W-2
|
***
|
|
|
Aug-2013
|
2
|
T-W-2
|
***
|
|
|
Sep-2013
|
2
|
T-W-2
|
***
|
|
|
Oct-2013
|
2
|
T-W-2
|
***
|
|
|
Nov-2013
|
1
|
T-W-2
|
***
|
|
|
Dec-2013
|
2
|
T-W-2
|
***
|
|
|
Jan-2014
|
1
|
T-W-2
|
***
|
|
|
Feb-2014
|
1
|
T-W-2
|
***
|
|
|
Mar-2014
|
1
|
T-W-2
|
***
|
|
|
Apr-2014
|
1
|
T-W-2
|
***
|
|
|
May-2014
|
1
|
T-W-2
|
***
|
|
|
Jun-2014
|
1
|
T-W-2
|
***
|
|
|
Jul-2014
|
1
|
T-W-2
|
***
|
|
|
Aug-2014
|
1
|
T-W-2
|
***
|
|
|
Sep-2014
|
1
|
T-W-2
|
***
|
|
|
Oct-2014
|
1
|
T-W-2
|
***
|
|
|
Jan-2015
|
1
|
T-W-2
|
***
|
36899
|
|
Feb-2015
|
1
|
T-W-2
|
***
|
36901
|
|
Mar-2015
|
1
|
T-W-2
|
***
|
36902
|
|
Apr-2015
|
2
|
T-W-2a
|
***
|
36649,
36652
|
|
May-2015
|
1
|
T-W-2
|
***
|
36903
|
|
Jun-2015
|
1
|
T-W-2
|
***
|
36906
|
|
Jun-2015
|
1
|
T-W-2a
|
***
|
36654
|
|
Jul-2015
|
1
|
T-W-2a
|
***
|
36655
|
|
Aug-2015
|
1
|
T-W-2a
|
***
|
36656
|
|
Sep-2015
|
1
|
T-W-2a
|
***
|
36657
|
SWA
Page 6
SA-60
Table
2 to Purchase Agreement No. 1810
(Letter
Agreement No. 6-1162-RLL-933R20)
Option
Aircraft Information Table
|
Price
Description of Option Aircraft:
|
|||||
|
Base
Aircraft Price
|
Special
Features
|
Aircraft
Basic Price
|
Base
Year Dollars
|
||
|
Block
U Option Aircraft
|
***
|
***
|
***
|
July
1999
|
|
|
(without
Winglets)
|
|||||
|
Block
U-W Option Aircraft
|
***
|
***
|
***
|
July
1999
|
|
|
(with
Winglets)
|
|||||
|
Xxxxx
X-X-0 Option Aircraft
|
***
|
***
|
***
|
July
1999
|
|
|
Delivery
of Purchase Right
Aircraft:
|
Quantity
|
54
|
|||
|
Delivery
Period of Purchase Right
Aircraft:
|
Complete
delivery not later than Dec. 31, 2018
|
||||
|
Condition
of Offer for Purchase Right
Aircraft:
|
Subject
to Available Position
|
||||
|
Remaining
Option Aircraft:
|
67
|
||||
SWA
Page
1
SA-60
Table
2 to Purchase Agreement No. 1810
(Letter
Agreement No. 6-1162-RLL-933R20)
Option
Aircraft Information Table
|
Aircraft
|
Number
of
|
Option
|
Adv
Payment Base *
|
|
|
Delivery
|
Option
|
Aircraft
|
Price
Per
|
|
|
Mo.
& Yr.
|
Aircraft
|
Block
|
Option
Aircraft
|
Option
Exercise
|
|
Aug-2010
|
1
|
U-W-1
|
***
|
April
1, 2009
|
|
Sep-2010
|
1
|
U-W-1
|
***
|
May
1, 2009
|
|
Oct-2010
|
1
|
U-W-1
|
***
|
June
1, 2009
|
|
Nov-2010
|
2
|
U-W-1
|
***
|
July
1, 2009
|
|
Dec-2010
|
1
|
U-W-1
|
***
|
August
3, 2009
|
|
Jan-2011
|
1
|
U-W-1
|
***
|
September
1, 2009
|
|
Feb-2011
|
2
|
U-W-1
|
***
|
October
1, 2009
|
|
Mar-2011
|
1
|
U-W-1
|
***
|
November
2, 2009
|
|
Apr-2011
|
1
|
U-W-1
|
***
|
December
1, 2009
|
|
May-2011
|
2
|
U-W-1
|
***
|
January
1, 2010
|
|
Jun-2011
|
2
|
U-W-1
|
***
|
February
1, 2010
|
|
Jul-2011
|
2
|
U-W-1
|
***
|
March
1, 2010
|
|
Aug-2011
|
2
|
U-W-1
|
***
|
April
1, 2010
|
|
Sep-2011
|
2
|
U-W-1
|
***
|
May
3, 2010
|
|
Oct-2011
|
1
|
U-W-1
|
***
|
June
1, 2010
|
|
Nov-2011
|
2
|
U-W-1
|
***
|
July
1, 2010
|
|
Dec-2011
|
1
|
U-W-1
|
***
|
August
2, 2010
|
|
Jan-2012
|
3
|
U-W-1
|
***
|
September
1, 2010
|
|
Feb-2012
|
3
|
U-W-1
|
***
|
October
1, 2010
|
|
Mar-2012
|
2
|
U-W-1
|
***
|
November
1, 2010
|
|
Apr-2012
|
3
|
U-W-1
|
***
|
December
1, 2010
|
|
May-2012
|
3
|
U-W-1
|
***
|
January
3, 2011
|
|
Jun-2012
|
3
|
U-W-1
|
***
|
February
1, 2011
|
|
Jul-2012
|
2
|
U-W-1
|
***
|
March
1, 2011
|
|
Aug-2012
|
2
|
U-W-1
|
***
|
April
1, 2011
|
|
Sep-2012
|
2
|
U-W-1
|
***
|
May
2, 2011
|
|
Oct-2012
|
1
|
U-W-1
|
***
|
June
1, 2011
|
|
Nov-2012
|
2
|
U-W-1
|
***
|
July
1, 2011
|
|
Dec-2012
|
1
|
U-W-1
|
***
|
August
1, 2011
|
|
Feb-2013
|
1
|
U-W-1
|
***
|
October
1, 2011
|
|
Jan-2014
|
1
|
U-W-1
|
***
|
September
1, 2012
|
|
Feb-2014
|
1
|
U-W-1
|
***
|
October
1, 2012
|
|
Mar-2014
|
2
|
U-W-1
|
***
|
November
1, 2012
|
|
Apr-2014
|
2
|
U-W-1
|
***
|
December
1, 2012
|
|
Aug-2014
|
1
|
U-W-1
|
***
|
April
1, 2013
|
|
Sep-2014
|
1
|
U-W-1
|
***
|
May
1, 2013
|
|
Jan-2015
|
1
|
U-W-1
|
***
|
September
1, 2013
|
|
Feb-2015
|
1
|
U-W-1
|
***
|
October
1, 2013
|
|
Mar-2015
|
1
|
U-W-1
|
***
|
November
1, 2013
|
|
Oct-2015
|
1
|
U-W-1
|
***
|
June
1, 2014
|
|
Nov-2015
|
1
|
U-W-1
|
***
|
July
1, 2014
|
|
Dec-2015
|
1
|
U-W-1
|
***
|
August
1, 2014
|
|
Total
|
67
|
|||
|
*
Advance Payment Base Price for Option Aircraft scheduled for delivery
prior to Jan 2015 is based on 4th Qtr 2005 forecast
|
||||
|
* Advance
Payment Base Price for Option Aircraft scheduled for delivery starting in
Jan 2015 is based on 4th Qtr 2007
forecast
|
||||
SWA
Page 0
XX-00
0-0000-XXX-000X00
Xxxxxxxxx
Airlines Co.
P.O. Box
36611 - Love Field
Xxxxxx,
Xxxxx 00000
|
Subject:
|
Letter
Agreement No. 6-1162-RLL-933R21 to
Purchase Agreement No. 1810 -
Option Aircraft
|
This
Letter Agreement amends Purchase Agreement No. 1810 dated as of January 19,
1994 (the Agreement) between The Boeing Company (Boeing) and Southwest Airlines
Co. (Buyer) relating to Model 737-7H4 aircraft (Aircraft).
All terms
used and not defined herein will have the same meaning as in the
Agreement.
In
consideration of the purchase by Buyer of the Aircraft, Boeing hereby agrees to
manufacture and sell to Buyer and Buyer shall have the option to purchase
(Option or Options) the additional Model 737-7H4 aircraft as described in
paragraph 1 of Attachment A hereto and listed in Table 2 of the
Agreement (Option Aircraft) and Xxxxx 000-0X0 Xxxxxxxx Right Aircraft summarized
in Table 2 of the Agreement (Purchase Right Aircraft), subject to the terms and
conditions set forth below. For the avoidance of doubt, Buyer and
Boeing hereby agree to replace the term “Rollover Option Aircraft” with
“Purchase Right Aircraft” at the execution of Supplemental Agreement No. 47 to
the Agreement.
1. Delivery of Option
Aircraft.
The Option Aircraft will be delivered
to Buyer during or before the months set forth in Table 2 of the
Agreement.
2. Delivery of Purchase Right
Aircraft.
2.1 The
Purchase Right Aircraft are offered subject to available position during the
period set forth in Table 2 of the Agreement. For the avoidance of
any doubt, Buyer and Boeing hereby agree that the delivery of Purchase Right
Aircraft shall be completed by not later than December 31, 2018 unless otherwise mutually agreed
by both parties.
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2.2 ***
2.3 Base
Price Adjustments for Purchase Right Aircraft which are converted to Option
Aircraft or firm Aircraft shall be in accordance with Article 2.2.5 of
Attachment A to this Letter Agreement.
2.4 Upon
conversion of a Purchase Right Aircraft into an Option Aircraft, Buyer shall
wire transfer the Deposit of *** to Boeing and Boeing and Buyer shall agree on a
delivery position for that aircraft. Table 2 of the Agreement will be
amended accordingly. In the event Buyer thereafter exercises its
right to purchase such Option Aircraft, application of the Deposit will be in
accordance with Article 4.1 herein. If the conversion is a Purchase Right
Aircraft to a firm Aircraft, Buyer shall wire transfer any advance payments due
under the Agreement.
2.5 Buyer and Boeing
will consult on a frequent basis to keep each other informed as to Buyer’s fleet
plans and Boeing’s production plans in order to accommodate to the greatest
extent reasonably possible each party’s needs in managing the delivery schedule
for Purchase Right Aircraft and will use its best reasonable efforts to meet
Buyer’s needs.
3. Price.
3.1 The
advance payment base prices of the Option Aircraft are set forth in Table 2 of
the Agreement. The Option Aircraft pricing elements and associated
pricing terms and conditions are given in Attachment A.
3.2 The
Advance Payment Base Prices of the Option Aircraft indicated in Table 2 do
include an amount for special features in addition to those specifically
described in Attachment A but do not include any amount for items of Buyer
Furnished Equipment (BFE). An estimate for typical special features
is *** per Aircraft (expressed in 1992 STE dollars) or *** per Aircraft
(expressed in 1999 STE dollars). Table 2 in the Agreement lists the Advance
Payment Base Price per Option Aircraft.
3.3 The
Option Aircraft purchase price will be the applicable basic price thereof at the
time of Option Aircraft delivery adjusted in accordance with Boeing's Aircraft
escalation provisions contained in the definitive agreement to purchase the
Option Aircraft. The purchase price will include the price for Seller
Purchased Equipment (SPE) if Buyer has elected to change Buyer Furnished
Equipment (BFE) to SPE.
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4. Option Aircraft
Payment.
4.1 In
consideration of the granting of the Options as set forth herein, on or before
the date Boeing and Buyer enter into a definitive agreement to purchase the
Aircraft, Buyer will pay a deposit to Boeing of *** for each Option Aircraft
(Deposit). In the event Buyer exercises its Options herein, the
amount of the Deposit will be credited against the first advance payment due for
such Option Aircraft pursuant to the advance payment schedule set forth in
paragraph 3 of Attachment A. The Deposits for the Option
Aircraft will be refunded to Buyer, without interest, if the parties do not
enter into a definitive Agreement for the Aircraft.
In the
event that, after the parties enter into a definitive agreement to purchase the
Aircraft, Buyer does not exercise its Options to purchase the Option Aircraft
pursuant to the terms and conditions set forth herein, Boeing will be entitled
to retain the Deposits for the Option Aircraft except as provided in paragraph 6
herein.
4.2 Advance
payments in the amount of *** of the advance payment base price will be payable
on the Option Aircraft in accordance with paragraph 3 of
Attachment A. The remainder of the Option Aircraft purchase
price is due at the time of delivery of the Option Aircraft.
5. Option
Exercise.
5.1 To
exercise its Option, Buyer will give written or telegraphic notice thereof to
Boeing on or before sixteen (16) months prior to the first day of the delivery
month of each Option Aircraft.
In such
notice Buyer will select the Option Model type, and the applicable delivery
positions. Table 2 of the Agreement lists the Option Exercise
dates.
5.2 It
is understood and agreed that Boeing may accelerate the Option exercise dates
specified above if Boeing must make production decisions which are dependent on
Buyer's decision to buy the Option Aircraft. If Boeing elects to
accelerate the Option exercise dates, Boeing will do so by giving written or
telegraphic notice thereof to Buyer. Such notice will specify the
revised Option exercise dates, which will not be earlier than 30 days after the
date of transmittal of such notice, and the Option Aircraft delivery positions
affected by such revision. If Buyer fails to exercise its Option for
any Option Aircraft affected by such revised dates, the Deposit applicable to
such Option Aircraft will be promptly refunded, with interest, to
Buyer. The interest rate for calculation of the interest associated
with such refund is the rate of two percent (2%) below the Citibank base rate in
effect from time to time during the period the Option deposit is held by
Boeing.
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6. Contract
Terms.
It is understood that Boeing and Buyer
will use their best efforts to enter into a definitive agreement for the Option
Aircraft within thirty (30) days after Buyer exercises an Option to purchase
Option Aircraft pursuant to paragraph 5 covering the detailed terms and
conditions for the sale of such Option Aircraft.
Such
definitive agreement will include the terms and conditions contained herein
together with the terms and conditions, not inconsistent herewith, contained in
Boeing's then-current standard form of purchase agreement for the sale of Model
737-700 aircraft in effect as of the date of Option exercise and such additional
terms and conditions as may be mutually agreed upon. In the event the
parties have not entered into such an agreement within the time period
contemplated herein, either party may, exercisable by written or telegraphic
notice given to the other within thirty (30) days after such period, terminate
the purchase of such Option Aircraft.
7. Termination of Option to
Purchase.
Either Boeing or Buyer may terminate
the Options to purchase an Option Aircraft if any of the following events are
not accomplished by the respective dates contemplated in this letter agreement,
or in the Agreement, as the case may be:
(i) termination
of the purchase of the Aircraft under the Agreement for any reason;
(ii) payment
by Buyer of the Deposit with respect to an Option Aircraft pursuant to paragraph
4.1 herein;
(iii) exercise
of an Option to purchase an Option Aircraft pursuant to the terms
hereof.
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Any
termination of an Option to purchase by Boeing which is based on the termination
of the purchase of Aircraft under the Agreement will be on a one-for-one basis,
for each Aircraft so terminated.
Any
cancellation of an Option to purchase which is based on failure to make the
required Deposit or to exercise the Option to purchase shall only apply to the
Option Aircraft so canceled.
Termination
of an Option to purchase provided by this letter agreement will be caused by
either party giving written notice to the other within 10 days after the
applicable date. Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for which the
Option to purchase has been terminate will thereupon terminate.
If
termination is result of a revision of an Option exercise date by Boeing
pursuant to paragraph 5.2, Boeing will promptly refund to Buyer, with
interest, any payments received from Buyer, including the Deposit, with respect
to the Option Aircraft for which the Option is terminated. If
termination is for any other reason, Boeing will promptly refund to Buyer,
without interest, any payments received from Buyer with respect to the affected
Option Aircraft, except the Deposit, which Buyer may apply to any model Boeing
aircraft purchased by Buyer from Boeing at a future date.
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8. Confidential
Treatment. Buyer understands that certain commercial and
financial information contained in this Letter Agreement including any
attachments hereto is considered by Boeing as confidential. Buyer
agrees that it will treat this Letter Agreement and the information contained
herein as confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity except as provided in Letter Agreement
No. 6-1162-RLL-934, as amended.
Very
truly yours,
|
THE
BOEING COMPANY
|
|
By/s/ Xxxxxx
Xxxxx
|
|
Its Attorney-In-Fact
|
|
ACCEPTED
AND AGREED TO this
|
|
date:April 16,
0000
|
|
XXXXXXXXX
XXXXXXXX CO.
|
|
By/s/ Xxxxx
Xxxxxxx
|
|
Its VP –
Treasurer
|
|
Attachments
|
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Attachment A to
6-1162-RLL-933R21
Page 1
Model 737-7H4
Aircraft
1. Option Aircraft Description
and Changes.
1.1 Aircraft
Description. The Option Aircraft is described by Boeing Detail
Specification D6-38808-1, Dated October 30 ,1996, for Block “U” Option
Aircraft by Boeing Detail Specification D6-38808-1, Rev. A, Dated February 24,
1998, and for Block “U-W-1” Option Aircraft by Boeing Detail Specification
D6-38808-1, Rev. G, Dated July 26, 2005.
1.2 Changes. The
Detail Specification will be revised to include:
(1) Changes
applicable to the basic Model 737-700 aircraft which are developed by Boeing
between the date of the Detail Specification and the signing of a definitive
agreement to purchase the Option Aircraft.
(2) Changes
mutually agreed upon.
(3) Changes
required to obtain a Standard Certificate of Airworthiness.
(4) To
provide sufficient Option Aircraft manufacturing and procurement lead time it is
necessary for Boeing and Buyer to reach final agreement on the Option Aircraft
configuration, including BFE/SPE vendor selection fifteen (15) months prior to
delivery of each Option Aircraft. If such items are not resolved by
the indicated dates, Boeing reserves the right to amend this letter
agreement:
(i) to
adjust the scheduled delivery of the Option Aircraft to a later time period
and,
(ii) to
make such other changes as are appropriate and consistent with the revised
Option Aircraft deliveries.
1.3 Effect of
Changes. Changes to the Detail Specification incorporated
pursuant to the provisions of the clauses above will include the effects of such
changes upon Option Aircraft weight, balance, design and
performance. Performance guarantees for the Option Aircraft which are
mutually acceptable to the parties will be included in the definitive agreement
for the Option Aircraft.
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Attachment A to
6-1162-RLL-933R21
Page 2
2. Price
Description
2.1 Price Elements Per
Aircraft. The Aircraft Basic Price detailed in Table 2 of the
Agreement is added to the Estimated Escalation and Estimated Escalation Sharing
to determine the Advance Payment Base Price of the Option Aircraft (also listed
in Table 2 of the Agreement). At the signing of this Letter
Agreement, the Estimated Escalation Sharing is zero for all Option
Aircraft.
2.2 Price Adjustments For Option
Aircraft Delivering From *** through ***.
2.2.1 Escalation
Adjustments. The Advance Payment Base Price for Option
Aircraft in Table 2 is based on 4th Quarter
2005 forecast for Option
Aircraft scheduled for delivery prior to ***. For Option Aircraft
scheduled for delivery starting ***, the Advance Payment Base Price is based on
4th Quarter 2007 forecast which is the
latest escalation forecast at the execution of Letter Agreement No.
6-1162-RLL-933R21. Buyer and Boeing agree to review and update
Advance Payment Base Price of Option Aircraft as such Option Aircraft is added
to Table 2 or if Boeing and Buyer agree to incorporate a new escalation
provision into the Agreement.
2.2.2 Base Price Adjustments for
FAA Changes. The Aircraft Basic Price of the Option Aircraft
will be adjusted for any FAA mandated changes incorporated into the
Aircraft.
2.2.3 Price Adjustments for
Changes. Boeing may adjust the Aircraft Basic Price and the
Advance Payment Base Price for any changes mutually agreed upon subsequent to
the date that Buyer and Boeing enter into a definitive agreement for the Option
Aircraft.
2.2.4 Base Price
Adjustments. The Aircraft Basic Price of the Option Aircraft
will be adjusted to Boeing's then-current prices as of the date of execution of
the definitive agreement for the Option Aircraft in accordance with the
agreement reached below. The Aircraft Basic Price starting point for
Option Aircraft delivering in 2003 is *** (July 1992 STE), for Option
Aircraft delivering in 2004 is *** (July 1992 STE), for Options delivering in
2005 through February 2006 is *** (July 1992 STE),
for Block “U” Option Aircraft is *** (July 1999 STE), for Block “U-W” Option
Aircraft is *** (July 1999 STE) and for Block “U-W-1” Option Aircraft is ***
(July 1999 STE). Such Aircraft Basic Price may increase in accordance
with paragraphs 2.2.1, 2.2.2, and 2.2.3. For any other changes
to the Aircraft Basic Price, Boeing may increase the Aircraft Basic Price by a
maximum of *** (July 1992 STE) for Aircraft delivering in 2005; by a maximum of
*** (July 1992 STE) per year or portion thereof starting in January 2006 through
2009. For Block “U”,
“U-W”, “U-W-1” Option Aircraft Boeing may increase the Aircraft Basic
Price by a maximum of *** (July 1999 STE) per year or portion thereof starting
in January 2008.
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Attachment A to
6-1162-RLL-933R21
Page 3
2.2.6 BFE to
SPE. An estimate of the total price for items of Buyer
Furnished Equipment (BFE) changed to Seller Purchased Equipment (SPE) pursuant
to the Configuration Specification is included in the Option Aircraft price
build-up. The purchase price of the Option Aircraft will be adjusted
by the price charged to Boeing for such items plus ***of such
price. If all BFE except developmental avionics is converted to SPE,
Boeing will waive the *** fee.
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Attachment A to
6-1162-RLL-933R21
Page 4
3. Advance Payment Schedules,
Prices and Adjustments.
3.1 Buyer
will pay to Boeing advance payments for the Option Aircraft on the dates and in
the amounts determined below.
Amount Due per
Aircraft
(Percentage times
Due Date of
Payment
Advance
Payment Base Price)
Deposit ***
(if applicable)
18 months
prior to the
first ***
(less the
day of
the scheduled
delivery Deposit
if any)
month of
the Aircraft
12 months
prior to the
first
***
day of
the scheduled delivery
month of
the Aircraft
9 months
prior to the
first ***
day of
the scheduled delivery
month of
the Aircraft
6 months
prior to the
first ***
day of
the scheduled delivery
month of
the
Aircraft
Total ***
Any
advance payments that would be past due as of the date of signing the definitive
purchase agreement for the Option Aircraft in accordance with the above schedule
are due and payable on such date.
3.2 Option
Aircraft advance payment base prices will be increased or decreased, as
appropriate, at the time of signing of the definitive purchase agreement for the
Option Aircraft, using the then-current forecasted aircraft escalation factors
used by Boeing, to determine the amount of the advance payments to be made by
Buyer on the Option Aircraft.
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