Attached files
Exhibit 10.1
CONFIDENTIAL TREATMENT
Supplemental Agreement No. 64
to
Purchase Agreement No. 1810
between
THE BOEING COMPANY
and
SOUTHWEST AIRLINES, CO.
Relating to Boeing Model 737-7H4 Aircraft (the Aircraft)
THIS SUPPLEMENTAL AGREEMENT, entered into as of March 19, 2010, 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, ***;
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. Letter Agreement No. SWA-PA-1810-LA-1000419 *** attached hereto and incorporated into the Agreement by this reference.
* * *
***Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.
P.A. No. 1810 SA-64-1
SWA
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/ Isabelle Sessions By: /s/ Scott Topping
Its: Attorney-In-Fact Its: VP Treasurer
TABLE OF CONTENTS
|
ARTICLES
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Page Number
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SA Number
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|
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1.
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Subject Matter of Sale
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1-1
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SA-13
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2.
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Delivery, Title and Risk of Loss
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2-1
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SA-28
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3.
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Price of Aircraft
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3-1
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SA-47
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|
4.
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Taxes
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4-1
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|
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5.
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Payment
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5-1
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|
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6.
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Excusable Delay
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6-1
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|
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7.
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Changes to the Detail Specification
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7-1
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SA-1
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|
8.
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Federal Aviation Requirements and Certificates and Export License
|
8-1
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|
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9.
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Representatives, Inspection, Flights and Test Data
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9-1
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|
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10.
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Assignment, Resale or Lease
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10-1
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|
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11.
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Termination for Certain Events
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11-1
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|
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12.
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Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance
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12-1
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|
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13.
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Buyer Furnished Equipment and Spare Parts
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13-1
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|
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14.
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Contractual Notices and Requests
|
14-1
|
|
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15.
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Miscellaneous
|
15-1
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P.A. No. 1810
K/SWA SA-64
TABLE OF CONTENTS CON'T
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TABLE
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SA Number
|
|
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1.
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Aircraft Information Table
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SA-63
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2.
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Option Aircraft Information Table
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SA-63
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EXHIBITS
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SA Number
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|
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A
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Aircraft Configuration
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SA-61
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B
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Product Assurance Document
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SA-1
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C
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Customer Support Document
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|
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D
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Price Adjustments Due to Economic Fluctuations - Aircraft
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|
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E
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Buyer Furnished Equipment Provisions Document
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|
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F
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Defined Terms Document
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LETTER AGREEMENTS
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|
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1810-1
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Waiver of Aircraft Demonstration Flight
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RESTRICTED LETTER AGREEMENTS
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SA Number
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|
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6-1162-RLL-932R2
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Promotional Support
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SA-13
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6-1162-RLL-933R21
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Option Aircraft
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SA-60
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6-1162-RLL-934R3
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Disclosure of Confidential Information
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SA-14
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6-1162-RLL-935R1
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Performance Guarantees
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SA-1
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6-1162-NIW-890
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***
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SA-39
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6-1162-RLL-936R4
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Certain Contractual Matters
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SA-4
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P.A. No. 1810
K/SWA SA-64
TABLE OF CONTENTS CON'T
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RESTRICTED LETTER AGREEMENTS CONT’D
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SA Number
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6-1162-RLL-937
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Alternate Advance Payment Schedule
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6-1162-RLL-938
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***
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6-1162-RLL-939R1
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Certification Flight Test Aircraft
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SA-1
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6-1162-RLL-940R1
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Training Matters
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SA-1
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6-1162-RLL-941R2
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Other Matters
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SA-13
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6-1162-RLL-942
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Open Configuration Matters
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6-1162-RLL-943R1
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Substitution Rights
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SA-6
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6-1162-RLL-944
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***
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6-1162-RLL-945
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Comparison of 737-7H4 and 737-3H4 Block Fuel Burn
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6-1162-RLL-1855R3
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Additional Contractual Matters
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SA-4
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6-1162-RLL-1856
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***
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SA-1
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6-1162-RLL-1857
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Service Ready Validation Program Field Test
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SA-1
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6-1162-RLL-1858R1
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Escalation Matters
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SA-4
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6-1162-RLL-2036
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Amortization of Costs for Customer Unique Changes
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SA-1
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6-1162-RLL-2037
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Reconciliation of the Aircraft Basic Price
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SA-1
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6-1162-RLL-2073
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Maintenance Training Matters
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SA-1
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6-1162-KJJ-054R1
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Business Matters
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6-1162-KJJ-055R1
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Structural Matters
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SA-25
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6-1162-KJJ-056
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Noise and Emission Matters
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SA-13
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6-1162-KJJ-057
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Product Development Matters
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SA-13
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6-1162-KJJ-058
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Additional Substitution Rights
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SA-13
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6-1162-KJJ-150
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Flight Control Computer & Mode Control Panel Spares Matter
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SA-14
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6-1162-MSA-185R3
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Delivery Change Contractual Matters
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SA-21
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P.A. No. 1810
K/SWA SA-64
TABLE OF CONTENTS CON'T
|
RESTRICTED LETTER AGREEMENTS CON’T
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SA Number
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|
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6-1162-JMG-669R8
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***
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SA-54
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6-1162-JMG-747R1
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***
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SA-36
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6-1162-CHL-217
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Rescheduled Flight Test Aircraft
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SA-32
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6-1162-NIW-606R1
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***
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SA-36
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6-1162-NIW-640
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Early Delivery of Two April 2004 Aircraft
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SA-35
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6-1162-NIW-889
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Warranty - Exterior Color Schemes and Markings for YA143 and on
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SA-39
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6-1162-NIW-1142
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***
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SA-43
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6-1162-NIW-1369
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***
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SA-46
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6-1162-NIW-1983
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***
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SA-62
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SWA-PA-1810-LA-1000419
|
*** |
SA64
|
P.A. No. 1810
K/SWA SA-64
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207
SWA-PA-1810-LA-1000419
Southwest Airlines, Co.
P.O. Box 36611 – Love Field
Dallas, Texas 75235
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Subject:
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***
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Reference:
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Purchase Agreement No. PA-1810 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to Model 737-700 aircraft (Aircraft)
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This Letter Agreement amends Purchase Agreement No. 1810 dated as of January 19, 1994 (Agreement) between The Boeing Company (Boeing) and Southwest Airlines, Co. (Buyer) relating to Model 737-7H4 aircraft. All terms used and not defined herein will have the same meaning as in the Agreement.
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1.
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***
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In consideration of Buyer’s purchase of NDT inspection equipment for use on Buyer’s 737-300, 737-500 and/or 737-700 fleet, ***
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2.
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Assignment.
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The *** are provided in consideration of Customer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
BOEING PROPRIETARY
Southwest Airlines, Co.
SWA-PA-1810-LA-1000419
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3.
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Confidential Treatment
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Buyer understands that certain commercial and financial information contained in this Agreement is considered by Boeing as confidential. Buyer agrees that it will treat this Letter 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 may be required by applicable law or government regulators.
Very truly yours,
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THE BOEING COMPANY
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By
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/s/ Isabelle Sessions
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Its
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Attorney-In-Fact
|
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ACCEPTED AND AGREED TO this
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Date:
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March 19, 2010
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SOUTHWEST AIRLINES, CO.
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By
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/s/ Scott Topping
|
|
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Its
|
V.P. Treasurer
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BOEING PROPRIETARY