1
Exhibit 10.3
Supplemental Agreement No. 1
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 February 26, 1997,
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;
WHEREAS, the parties desire to supplement the Agreement as
hereinafter set forth to update the description of the Aircraft, revise the
price for Special Features, Aircraft Basic Price and Advance Payment Base
Price, delete any reference to Program Changes, update Exhibit A, change the
warranty period in Exhibit B Part A, revise the Option Aircraft letter
agreement, update the performance guarantees, revise the number of flight test
hours, revise the training letter agreement, revise program changes in the
Other Matters letter agreement, add new letter agreements for additional
considerations, galley interchangeability, service ready validation program
field test, escalation sharing, amortization of costs for customer unique
changes, maintenance training and a price reconciliation for the Aircraft Basic
Price .
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree to amend the Agreement as follows:
SA-1-1
2
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," paragraph 1.1 entitled "The
Aircraft" is deleted in its entirety and replaced by a new paragraph 1.1. Such
new paragraph 1.1 provides a new date of October 30, 1996 for the Boeing Detail
Specification. Such new page 1-1 is attached hereto and incorporated into the
Agreement by this reference.
3. Article 3, entitled "Price of Aircraft", paragraph 3.2 entitled "Aircraft
Basic Price" is revised by ***. Paragraph 3.3 entitled "Aircraft Price,"
subparagraph 3.3.1 is revised ***. Such new paragraph 3.2 and subparagraph
3.3.1 provide the new Aircraft Basic Price for the Aircraft. Paragraph 3.4
entitled "Advance Payment Base Price," subparagraph 3.4.1 entitled "Advance
Payment Base Price" is revised by updating the Advance Payment Base Prices
because of the new Aircraft Basic Price and by using current escalation factors
as of the date of this Supplemental Agreement. Such new pages 3-1 and 3-2 are
attached hereto and incorporated into the Agreement by this reference.
4. Article 7, entitled "Changes to the Detail Specification," paragraph 7.2
"Program Changes" is deleted in its entirety because Program Changes are not a
part of the Agreement. Paragraph 7.3 entitled "Change Orders" becomes paragraph
7.2 and page 7-2 is deleted in its entirety. Such new page 7-1 is attached
hereto and incorporated into the Agreement by this reference.
5. Exhibit A, entitled "Aircraft Configuration" is deleted in its entirety and
replaced by a new Exhibit A reflecting the configuration reached between Buyer
and Boeing. Such new Exhibit A is attached hereto and incorporated into the
Agreement by this reference.
6. Exhibit B, entitled "Product Assurance Document," Part A entitled "Boeing
Warranty," paragraph 4 entitled "Warranty Periods and Claims," subparagraphs
4.1.1 and 4.1.2 and Paragraph 8 entitled "Reimbursement for Certain Inspection
Labor Costs," subparagraph 8.1.1 is revised by deleting 36 months and inserting
48 months. A new revised Part A is attached hereto and incorporated into the
Agreement by this reference.
7. Letter Agreement No. 6-1162-RLL-933 entitled "Option Aircraft" is deleted in
its entirety and replaced with
SA-1-2
3
Letter Agreement No. 6-1162-RLL-933R1 attached hereto and incorporated herein
by this reference. The letter agreement was revised by adding four (4) Option
Aircraft in the preamble for a total of sixty-seven (67) Option Aircraft.
Article 1, entitled "Delivery of Option Aircraft" is revised by adding two (2)
each 737-7H4 Option Aircraft to the Block G delivery stream in the months
August and October 1999. Article 2 entitled "Delivery of Rollover Option
Aircraft," subparagraph 2.2.1 is revised by changing the quantity of Option
Aircraft from sixty-three (63) to sixty-seven (67). *** August and October
1999. Paragraph 5 entitled "Option Exercise," subparagraph 5.2 is revised by
deleting in the last sentence of the paragraph the words advance payment and
inserting the words option deposit. A new paragraph 8 entitled "Confidential
Treatment" is added to the body of the letter agreement. Attachment A,
Paragraph 1 entitled "Option Aircraft Description and Changes", subparagraph
1.1 entitled "Aircraft Description" is revised by inserting a new date for the
Detail Specification and deleting reference to items 1, 2, and subparagraphs a,
b, c, and d. The configuration items listed in paragraphs 1, 2, and
subparagraphs a, b, c, and d are now included in the Detail Specification with
the new date. Paragraph 1.3 entitled "Program Changes" is deleted in its
entirety because Program Changes are no longer a part of the Agreement.
Paragraph 1.4 entitled "Effect of Changes" becomes paragraph 1.3. Paragraph 2
entitled "Price Description," subparagraph 2.1 entitled "Price Elements Per
Aircraft" is revised by adding the August and October 1999 Option Aircraft to
the Aircraft Delivery Mo. and Yr. column and by deleting the Aircraft and
Estimated Special Features Price, Estimated Escalation and Advance Payment Base
Price Columns and replacing the columns with the respective new pricing
elements. Paragraph 2 entitled "Price Description," paragraph 2.3 entitled
"Price Adjustments for Option Aircraft Delivering from January 2002 through
December 2006," subparagraph 2.3.5 entitled "Base Price Adjustments," is
revised by ***.
8. Letter Agreement No. 6-1162-RLL-934 entitled "Disclosure of Confidential
Information" is deleted in its entirety and replaced with Letter Agreement No.
6-1162-RLL- 934R1 which is attached hereto and incorporated herein by this
reference. The letter agreement was revised to update the list of confidential
letter agreements.
9. Letter Agreement No. 6-1162-RLL-935 entitled *** is deleted in its entirety
and replaced with Letter Agreement No. 6-1162-RLL-935R1 which is attached
hereto and incorporated herein by this reference. The letter agreement was
revised to ***.
SA-1-3
4
10. Letter Agreement No. 6-1162-RLL-936 entitled "Certain Contractual Matters,"
is deleted in its entirety and replaced with Letter Agreement No.
6-1162-RLL-936R1 which is attached hereto and incorporated herein by this
reference. ***
11. Letter Agreement No. 6-1162-RLL-939 entitled *** is deleted in its entirety
and replaced with Letter Agreement No. 6-1162-RLL-939R1 which is attached
hereto and incorporated herein by this reference. ***
12. Letter Agreement No. 6-1162-RLL-940 entitled *** is deleted in its entirety
and replaced with Letter Agreement No. 6-1162-RLL-940R1 which is attached
hereto and incorporated herein by this reference. The letter agreement was
revised to incorporate our mutual agreement based upon ***.
13. Letter Agreement No. 6-1162-RLL-941 entitled "Other Matters," is deleted in
its entirety and replaced with Letter Agreement No. 6-1162-RLL-941R1 which is
attached heroto and incorporated herein by this reference. The letter agreement
was revised by deleting paragraph 4 entitled "Program Changes" because Article
7.2 of the Agreement and Article 1.3 of Attachment A to Letter Agreement No
6-1162-RLL-933, both entitled "Program Changes" have been deleted from the
Agreement.
14. Letter Agreement No. 6-1162-RLL-1855 entitled "Additional Contractual
Matters" is incorporated into the Agreement by this reference.
15. Letter Agreement No. 6-1162-RLL-1856 entitled *** is incorporated into the
Agreement by this reference.
16. Letter Agreement No. 6-1162-RLL-1857 entitled *** is incorporated into the
Agreement by this reference.
17. Letter Agreement No. 6-1162-RLL-1858 entitled *** is incorporated into the
Agreement by this reference.
18. Letter Agreement No. 6-1162-RLL-2036 entitled *** is incorporated into the
Agreement by this reference.
19. Letter Agreement No. 6-1162-RLL-2037 entitled "Reconciliation of the
Aircraft Basic Price" is incorporated into the Purchase Agreement by this
reference.
20. Letter Agreement No. 6-1162-RLL-2073 entitled *** is incorporated into the
Purchase Agreement by this reference.
SA-1-4
5
21. This Supplemental Agreement will become effective upon its execution and
the execution of Supplemental Agreement No. 22 to Purchase Agreement No. 1405.
22. Within three business days of execution of this Supplemental Agreement,
Boeing will return ***.
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/ R. Xxx Xxxxx By: /s/ Xxxx X. Xxxxxx
----------------------------- ------------------------
Its: Attorney-In-Fact Its: EVP-COO
----------------------------- ------------------------
SA-1-5
6
TABLE OF CONTENTS
Page SA
Number Number
------ ------
ARTICLES
--------
1. Subject Matter of Sale.................................... 1-1 SA-1
2. Delivery, Title and Risk
of Loss................................................... 2-1
3. Price of Aircraft......................................... 3-1 SA-1
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............................................. 00-0
XX-0-0
0
XXXXX XX XXXXXXXX
XX
Number
------
EXHIBITS
--------
A Aircraft Configuration SA-1
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
SA-1-7
8
TABLE OF CONTENTS
SA
Number
------
RESTRICTED LETTER AGREEMENTS
----------------------------
6-1162-RLL-932 Promotional Support
6-1162-RLL-933R1 Option Aircraft XX-0
0-0000-XXX-000X0 Xxxxxxxxxx of Confidential SA-1
Information
6-1162-RLL-935R1 *** XX-0
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 *** SA-1
6-1162-RLL-940R1 *** SA-1
6-1162-RLL-941R1 Other Matters SA-1
6-1162-RLL-942 Open Configuration Matters
6-1162-RLL-943 Substitution Rights
0-0000-XXX-000 Xxxxxxxx Maintenance Material Cost
Protection Program
6-1162-RLL-945 Comparison of 737-7H4 and 737-3H4
Block Fuel Burn
6-1162-RLL-1855 Additional Contractual Matters SA-1
6-1162-RLL-1856 *** SA-1
6-1162-RLL-1857 *** SA-1
6-1162-RLL-1858 *** SA-1
SA-1-8
9
TABLE OF CONTENTS CON'T
SA
Number
------
RESTRICTED LETTER AGREEMENTS
6-1162-RLL-2036 *** XX-0
0-0000-XXX-0000 Xxxxxxxxxxxxxx of the Aircraft
Basic Price SA-1
6-1162-RLL-2073 *** XX-0
XX-0-0
00
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. 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 sixty-three (63) Boeing Model 737-7H4
aircraft (the Aircraft) manufactured in accordance with Boeing Detail
Specification D6-38808-1, dated October 30, 1996, as described in Exhibit A, as
modified from time to time in accordance with this Agreement (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 Performance Guarantees. Any performance guarantees applicable
to the Aircraft will be expressly included in this Agreement. Where performance
guarantees are included in this Agreement other than within the Detail
Specification, such guarantees will be treated as being incorporated in the
Detail Specification by this reference.
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.
1-1
11
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features incorporated in
Exhibit A 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.
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, expressed in July 1992 dollars, is
set forth below:
Base Aircraft Price: $***
Special Features $***
Aircraft Basic Price $***
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 ***; 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); plus
3.3.3 other price adjustments made pursuant to this Agreement
or other written agreements executed by Boeing and Buyer.
3-1
12
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 below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
------------------ ------------------
Block A Aircraft ***
October 1997 $
November 1997 $
Block B Aircraft ***
January 1998 $
February 1998 $
March 1998 $
April 1998 $
May 1998 $
June 1998 $
July 1998 $
September 1998 $
Block C Aircraft ***
February 1999 $
May 1999 $
July 1999 $
September 1999 $
Block D Aircraft ***
January 2000 $
March 2000 $
July 2000 $
September 2000 $
3-2
13
Block E Aircraft ***
January 2001 $
March 2001 $
July 2001 $
September 2001 $
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 the basic specification for Model 737-700 aircraft that do not
affect the Aircraft Purchase Price or adversely affect Aircraft delivery,
guaranteed weight, guaranteed performance or compliance with the
interchangeability or replaceability requirements set forth in the Detail
Specification. 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.
15-1
14
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
SOUTHWEST AIRLINES CO.
Exhibit A to Purchase Agreement Number 1810
15
AIRCRAFT CONFIGURATION
Dated February 26, 1997
relating to
BOEING MODEL 737-7H4 AIRCRAFT
The Detail Specification is Boeing Detail Specification D6-38808-1,
dated October 30, 1996. Such Detail Specification will be comprised of Boeing
Configuration Specification DC-38808, dated September 7, 1993, as amended to
incorporate the applicable specification language to reflect the effect of the
changes set forth in the Change Requests listed below, including the effects of
such changes on Manufacturer's Empty Weight (MEW) and Operating Empty Weight
(OEW). Such Change Requests are set forth in Boeing Document D6-38808-1. As
soon as practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect the effect of such changes. The
Aircraft Basic Price reflects and includes all effects of such changes of
price, except such Aircraft Basic Price does not include the price effects of
Change Requests changing Buyer Furnished Equipment to Seller Purchased
Equipment.
16
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
0000DC3182 NC
MISCELLANEOUS DEVELOPEMENT CHANGES
STATUS: ACCEPT
0110CG3018 IB
737-700 CONFIGURATION
STATUS: ACCEPT
0160MS3171 NC
AIRPLANE IDENTIFICATION NUMBERS - SERIAL,
REGISTRY, MODE S, FLIGHT RECORDER ID
STATUS: ACCEPT
0310CH3332 ***
INCREASE CERTIFIED MAXIMUM TAKEOFF WEIGHT -
138,500 IN LIEU OF 133,000
STATUS: ACCEPT
0352CG3023 NC
AIRPLANE LOADING SYSTEM FOR WEIGHT AND
BALANCE CONTROL
STATUS: ACCEPT
0370CH3014 ***
AIR CONDITIONING TRANSITION DUCT UNDER
FLOOR - ADD 17 MIL DAMPING TAPE FOR NOISE
REDUCTION
STATUS: ACCEPT
0370CH3019 ***
INSTALLATION OF XXXXXXXX DAMPING FROM
STATION 540-727
STATUS: ACCEPT
A-1
17
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
1110CH3003 NC
CROWN METRO EXTERIOR PAINT - BMS 10-72 TYPE
VI SYSTEM
STATUS: ACCEPT
1110MP3290 NC
EXTERIOR DECORATIVE FINISH - DESOTO SERIES
420 HIGH SOLID TOPCOAT IN LIEU OF EXISTING
TOPCOAT
STATUS: ACCEPT
2123CH3042 ***
AIR CONDITIONING SYSTEM REVISION - 737-200
TYPE XXXXXX SYSTEM
STATUS: ACCEPT
2160CG3011 NC
CABIN TEMPERATURE INDICATOR - DEGREES
FAHRENHEIT IN LIEU OF CELSIUS
STATUS: ACCEPT
2210CG3204 ***
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
PADDLE AUTOPILOT ENGAGE MODE CONTROL PANEL
STATUS: ACCEPT
2210MP3227 NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
PUSH-BUTTON AUTOPILOT ENGAGE IN LIEU OF
PADDLE
STATUS: ACCEPT
2230CH3028 NC
AUTOTHROTTLE DEACTIVATION - UNIT TO REMAIN
INSTALLED AND BITE FEATURES OPERATIONAL
STATUS: ACCEPT
A-2
18
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2312CH3284 NC
DUAL VHF COMMUNICATIONS - INSTALLATION -
BFE ALLIEDSIGNAL/GABLES ENGINEERING INC
STATUS: ACCEPT
2319CH3020 ***
CLAIRCOM AIR TO GROUND PASSENGER
COMMUNICATION SYSTEM - COMPLETE BFE
INSTALLATION PROVISIONS
STATUS: ACCEPT
2319MP3021 ***
CLAIRCOM PHONES - CANCEL INSTALLATION
INTENDED FROM 2319CH3020
STATUS: ACCEPT
2320CH3020 ***
ATSCALL INSTALLATION - PARTIAL PROVISIONS -
AFT ELECTRONICS PANEL
STATUS: ACCEPT
2321CH3498 ***
SELECTIVE CALLING EQUIPMENT - SELCAL -
DELETE PARTIAL PROVISIONS
STATUS: ACCEPT
2331CH3158 NC
DELETION OF BFE MATSUSHITA PASSENGER
ADDRESS TAPE REPRODUCER
STATUS: ACCEPT
2331CH3159 NC
PASSENGER ADDRESS SYSTEM - XXXXXXX ARINC
700 IN LIEU OF XXXXXXX ARINC 560
STATUS: ACCEPT
A-3
19
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2334SP3210 NC
PASSENGER ENTERTAINMENT SYSTEM (AUDIO) -
DELETE SPACE PROVISIONS
STATUS: ACCEPT
2340MP3095 NC
BFE BOOM MICROPHONE/HEADSET REVISION
STATUS: ACCEPT
2342MP3011 NC
FLIGHT ATTENDANT HANDSET - REVISION TO
FUNCTION AND FACEPLATE
STATUS: ACCEPT
2350CH3139 NC
PA MICROPHONE - ADD ELECTROVOICE P/N
602-4183
STATUS: ACCEPT
2350CH3162 NC
DTMF MICROPHONE INSTALLATION - FIRST
OBSERVER
STATUS: ACCEPT
2350CH3163 NC
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION TO DELETE HEADSET AURAL ALERTS
STATUS: ACCEPT
2350MP3220 NC
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION - ADD PREDICTIVE WINDSHEAR WITHOUT
HEADSET AURAL ALERTS - 737-700
STATUS: ACCEPT
A-4
20
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2370CG3166 NC
SOLID STATE VOICE RECORDER - INSTALLATION -
BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
2500CH3453 NC
DOOR WARNING STRAP - SHOCK CORD
STATUS: ACCEPT
2501CH3076 NC
FORWARD MODULE WITH GALLEY G1 AND LAVATORY
LA
STATUS: ACCEPT
2501MP3080 NC
REVISE FORWARD MODULE WITH GALLEY G1 AND
LAVATORY LA FROM SEAT TRACK MOUNT TO
HARDPOINT
STATUS: ACCEPT
2502CH3066 NC
AFT MODULE XXXX XXXXXX X0, X0 XXX XXXXXXXX
XX
XXXXXX: ACCEPT
2502MP3069 NC
REVISE MODULE XXXX XXXXXX X0, X0 XXX
XXXXXXXX XX TO HARPOINT IN LIEU OF SEAT
TRACK MOUNT
STATUS: ACCEPT
2510CH3058 NC
FLIGHT COMPARTMENT - MISCELLANEOUS
REVISIONS
STATUS: ACCEPT
A-5
21
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2510CH3059 NC
TRIP COUNTER REVISION - SFE - XXXXXX XXXXXX
STATUS: ACCEPT
2510CH3060 NC
CONTROL COLUMN CHECKLIST DELETION
STATUS: ACCEPT
2511CG3057 ***
SECOND OBSERVER'S STATION
STATUS: ACCEPT
2511CH3059 NC
LOG BOOK POCKET INSTALLATION - ON SECOND
OBSERVERS SEAT LEGS
STATUS: ACCEPT
2520CH3538 ***
INTERIOR ARRANGEMENT - 137 TOURIST CLASS AT
33/32" PITCH WITH XXXX XX XXX XX XXX
XXXXXXX X0, X0 AND G4
STATUS: ACCEPT
2520MP3667 NC
STOWAGE BIN REVISION - ADD BULLNOSE ON
INBOARD LOWER SURFACE
STATUS: ACCEPT
2523CH3109 NC
PSU REVISION - ADD PLACARD TO PASSENGER
VIEWING SURFACE IN LOUNGE AREAS ONLY
STATUS: ACCEPT
A-6
22
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2523CH3112 NC
INSTALL NON STANDARD COLOR PSU
STATUS: ACCEPT
2523MP3119 NC
INTERIOR REVISION - PSU AND PARTITION
RELOCATION TO SUPPORT SEAT RE-PITCH
REQUIRED FOR 16G COMPLIANCE
STATUS: ACCEPT
2524CH3431 ***
BFE FWD RIGHT HAND WINDSCREEN/STOWAGE UNIT
IN LIEU OF SFE
STATUS: ACCEPT
2524MP3488 NC
FULL HEIGHT BFE STOWAGE UNIT REVISION - ADD
BFE FLASHLIGHTS AND BFE LITERATURE POCKETS
STATUS: ACCEPT
2524MP3500 NC
PARTITION DECORATIVE COVERING REVISION -
ULTRALEATHER IN LIEU OF LEATHER
STATUS: ACCEPT
2524MP3513 NC
EMERGENCY EQUIPMENT BRACKET COMMONALITY -
SFE
STATUS: ACCEPT
2525MP3159 NC
PASSENGER SEAT REVISION - ALL FORWARD
FACING SEATS WITH 137 PAX
STATUS: ACCEPT
A-7
23
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2528CH3189 ***
SFE HALF HEIGHT STOWAGE UNIT/WINDSCREEN -
AFT LH CABIN WITH THE AFT FACE AT STATION
955 - WITH MEGAPHONE
STATUS: ACCEPT
2528CH3191 ***
SFE FULL HEIGHT STOWAGE UNIT/WINDSCREEN -
FWD LH CABIN WITH THE AFT FACE AT STATION
355
STATUS: ACCEPT
2528CH3194 ***
BFE HALF HEIGHT STOWAGE UNIT/WINDSCREEN -
AFT LH CABIN WITH THE AFT FACE AT STATION
955 - WITH MEGAPHONE
STATUS: ACCEPT
2528CH3195 ***
BFE FULL HEIGHT STOWAGE UNIT/WINDSCREEN IN
LIEU OF SFE - FWD LH CABIN WITH THE AFT
FACE AT STATION 355
STATUS: ACCEPT
2528MP3217 NC
CREW LUGGAGE SECURITY DEVICE
STATUS: ACCEPT
2530MP3613 NC
G3 EXTERIOR DECORATIVE COVERING REVISION -
ULTRASUEDE IN LIEU OF LEATHER
STATUS: ACCEPT
2541CH3034 NC
LIQUID SOAP DISPENSER INSTALLATION
STATUS: ACCEPT
A-8
24
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2550CH3153 NC
CARGO COMPARTMENT LINING REVISION
STATUS: ACCEPT
2550CH3233 NC
FWD AND AFT CARGO COMPARTMENT FLOOR PANEL
REVISION - ALUMINUM PANELS IN LIEU OF
CONOLITE AT ENTRYWAY
STATUS: ACCEPT
2550MP3259 NC
TRANSVERSE CARGO NET INSTALLATION - FORWARD
AND AFT CARGO COMPARTMENTS
STATUS: ACCEPT
2550MP3267 NC
FORWARD AND AFT CARGO COMPARTMENT CARGO
RESTRAINT SYSTEM
STATUS: ACCEPT
2622CH3013 NC
APU FIRE BOTTLE REVISION - INTERCHANGEABLE
WITH ENGINE BOTTLE
STATUS: ACCEPT
2841CG3095 NC
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL
STATUS: ACCEPT
2844CG3038 NC
MEASURING STICK CONVERSION TABLES TO U.S.
GALLONS
STATUS: ACCEPT
A-9
25
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
2910CH3082 NC
HYDRAULIC PUMPS - AC ELECTRIC MOTOR DRIVEN
- XXXXXXX IN LIEU OF ABEX
STATUS: ACCEPT
2910CG3087 ***
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - XXXXXXX 00-00000-0 IN LIEU OF ABEX
00-00000-0
STATUS: ACCEPT
3040CH3041 NC
INSTALL A TWO LRU WINDOW HEAT CONTROL
SYSTEM - PED 1231-1 IN LIEU OF TBD
STATUS: ACCEPT
3040MP3049 NC
INSTALL A 4 UNIT WINDOW HEAT CONTROL SYSTEM
- XXXX 231-2 IN LIEU OF 1231-1
STATUS: ACCEPT
3040MP3053 ***
INSTALL A BFE WINDOW HEAT CONTROL SYSTEM
WHICH CONTAINS BITE - XXXX 231-3 IN LIEU OF
231-2
STATUS: ACCEPT
3043MP3022 NC
WINDSHIELD WIPER SWITCH REVISION - SINGLE
SWITCH FOR BOTH WIPERS IN LIEU OF TWO
SWITCHES
STATUS: ACCEPT
A-10
26
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3120CH3016 NC
CLOCK WIRING REVISION - FMC, DFDAU AND
VOICE RECORDER INPUT FROM FIRST OFFICER'S
CLOCK IN LIEU OF CAPTAIN'S CLOCK
STATUS: ACCEPT
3131CG3673 NC
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
STATUS: ACCEPT
3131CG3692 NC
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL INC - 128
WPS
STATUS: ACCEPT
3131CH3721 NC
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) - INSTALLATION - BFE ALLIEDSIGNAL
STATUS: ACCEPT
3162CG3013 NC
EFIS/MAP DISPLAY FORMAT
STATUS: ACCEPT
3162CG3016 NC
FLIGHT DIRECTOR COMMAND DISPLAY - FILLED
INTEGRATED CUE
STATUS: ACCEPT
3162CG3017 NC
MACH AIRSPEED DISPLAY
STATUS: ACCEPT
A-11
27
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3162CG3019 NC
RADIO ALTITUDE DISPLAY - ROUND DIAL
STATUS: ACCEPT
3162CG3020 NC
RADIO ALTITUDE - ABOVE ADI
STATUS: ACCEPT
3162CG3022 NC
RISING RUNWAY DISPLAY
STATUS: ACCEPT
3162CG3025 NC
RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500
FEET
STATUS: ACCEPT
3162CG3026 NC
ATTITUDE COMPARATOR - STEADY
STATUS: ACCEPT
3162CG3029 NC
LOCALIZER BACKCOURSE POLARITY - REVERSAL
STATUS: ACCEPT
3162CG3032 NC
MAP MODE ORIENTATION - TRACK UP
STATUS: ACCEPT
3162CG3038 NC
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED
STATUS: ACCEPT
3162CG3041 NC
ADF POINTER(S) IN MAP MODE - SUPPRESSED
STATUS: ACCEPT
A-12
28
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3162CG3042 NC
POSITION DIFFERENCE - AUTOMATIC DISPLAY
STATUS: ACCEPT
3162CG3046 NC
WEATHER RADAR MODE/GAIN/TILT ANGLE -
DISPLAYED
STATUS: ACCEPT
3162CG3050 NC
TCAS TRAFFIC ON MAP
STATUS: ACCEPT
3162CG3052 NC
TCAS RESOLUTION ADVISORY ON ADI
STATUS: ACCEPT
3162CG3053 NC
TCAS RESOLUTION ADVISORY ON IVSI
STATUS: ACCEPT
3162CG3057 NC
ANALOG FAILURE FLAGS - DISPLAYED
STATUS: ACCEPT
3162CH3066 NC
MACH AIRSPEED INDICATOR BUG #5 - 80 KNOTS
STATUS: ACCEPT
3162CH3068 NC
SUPPLEMENTAL METRIC DATA INDICATIONS -
DEACTIVATION
STATUS: ACCEPT
A-13
29
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3162CH3075 NC
EFIS CONTROL PANEL - EFIS/MAP DISPLAY
FORMAT
STATUS: ACCEPT
3162MP3128 NC
ANALOG FAILURE FLAG - DELETE
STATUS: ACCEPT
3162MP3129 NC
SUPPLEMENTAL METRIC DATA INDICATIONS -
ACTIVATION
STATUS: ACCEPT
3162MP3131 NC
ENHANCED MACH AIRSPEED DISPLAY
STATUS: ACCEPT
3162MP3132 NC
WEATHER RADAR RANGE INDICATORS - RANGE
MARKS
STATUS: ACCEPT
3240CH3220 NC
NOSE LANDING GEAR WHEELS - BENDIX
STATUS: ACCEPT
3240CH3221 NC
MAIN LANDING GEAR WHEELS AND BRAKES -
BENDIX
STATUS: ACCEPT
3240MP3258 NC
NOSE LANDING GEAR - INSTALL 737-300
ALLIEDSIGNAL WHEEL IN LIEU OF EXISTING
STATUS: ACCEPT
A-14
30
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3245CH3029 NC
TIRES - INSTALLATION OF SFE GOODYEAR TIRES
STATUS: ACCEPT
3324CH3010 NC
CEILING MOUNTED LIGHTED EXIT SIGN -
RELOCATION
STATUS: ACCEPT
3343CH3034 NC
ANTI-COLLISION LIGHT - SWITCH NOMENCLATURE
REVISION
STATUS: ACCEPT
3345CH3020 NC
LOGO LIGHTS - SYSTEM DEACTIVATION
STATUS: ACCEPT
3345MP3029 NC
REACTIVATION OF LOGO LIGHT SYSTEM
STATUS: ACCEPT
3350MP3079 NC
EGRESS LIGHTING REVISION TO ACCOMMODATE ALL
FORWARD FACING SEAT CONFIGURATION
STATUS: ACCEPT
3423CH3021 NC
INSTALL BFE STANDBY ATTITUDE INDICATOR
WITHOUT ILS DEVIATION DISPLAY IN LIEU OF
SFE INDICATOR
STATUS: ACCEPT
3423CH3026 NC
STANDBY INDICATOR - SFE SEXTANT IN LIEU OF
BFE JET
STATUS: ACCEPT
A-15
31
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3431CG3051 NC
ILS - INSTALLATION - BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
3433CG3058 NC
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
3435CH3028 ***
FLIGHT DYNAMICS CAPTAIN ONLY HEAD UP
GUIDANCE SYSTEM - PARTIAL PROVISIONS
STATUS: ACCEPT
3443CH3118 ***
WEATHER RADAR SYSTEM - ARINC 708A SINGLE
WEATHER RADAR SYSTEM WITH PREDICTIVE
WINDSHEAR - PARTIAL PROVISIONS
STATUS: ACCEPT
3443CH3154 NC
ARINC 708 WEATHER RADAR SYSTEM -
INSTALLATION - BFE ALLIEDSIGNAL INC (WITH
DEACTIVATED PREDICTIVE WINDSHEAR FEATURE
R/T RDR-4B)
STATUS: ACCEPT
3445CH3197 NC
TCAS II - INSTALLATION - BFE ALLIEDSIGNAL
INC
STATUS: ACCEPT
A-16
32
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3451CG3005 NC
VOR/MARKER BEACON - INSTALLATION - BFE
ALLIEDSIGNAL INC
STATUS: ACCEPT
3455CG3120 NC
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ALLIEDSIGNAL INC
(SCANNING)
STATUS: ACCEPT
3457CG3088 NC
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
3457CG3092 NC
AUTOMATIC DIRECTION FINDER (ADF) CONTROL
PANEL - INSTALLATION - BFE GABLES
ENGINEERING INC
STATUS: ACCEPT
3457MP3132 NC
ADF CONTROL PANEL REVISION - ADD GABLES
G7402-05 IN LIEU OF EXISTING
STATUS: ACCEPT
3457MP3133 NC
ADF ANTENNA REVISION - ADD ALLIEDSIGNAL
2041683-7507 IN LIEU OF EXISTING
STATUS: ACCEPT
A-17
33
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3458CH3091 NC
GPS PROVISIONS - ADD COMPONENTS REQUIRED TO
PROVIDE COMPLETE PROVISIONS
STATUS: ACCEPT
3458CH3092 ***
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - HONEYWELL INC (SUPPLEMENTAL
NAVIGATION CERTIFICATION)
STATUS: ACCEPT
3461CG3403 NC
BUYER FURNISHED NAVIGATION DATA BASE
STATUS: ACCEPT
3461CH3485 NC
VERTICAL NAVIGATION (VNAV)
ACTIVATE/DEACTIVATE SERVICE BULLETIN
STATUS: ACCEPT
3461CH3489 ***
FLIGHT MANAGEMENT COMPUTER SYSTEM REVISION
- CERTIFICATION FOR SINGLE COMPUTER
OPERATION ONLY
STATUS: ACCEPT
3510CG3089 NC
CREW OXYGEN - 114 CU. FT. IN LIEU OF 76 CU.
FT. CYLINDER
STATUS: ACCEPT
3830MP3025 NC
INSTALLATION OF PNEUDRAULICS INC. 4"
SERVICE PANEL LAVATORY DRAIN VALVE P/N 9569
IN LIEU OF CURRENT XXXX VALVE
STATUS: ACCEPT
A-18
34
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
3831MP3019 ***
XXXX WATER DRAIN ROUTING REVISION - LEVEL
LINE IN LIEU OF SLANTED LINE
STATUS: ACCEPT
3832CH3071 NC
VACUUM LAVATORY SYSTEM IN LIEU OF
RECIRCULATING LAVATORY - LAVS A AND B
STATUS: ACCEPT
3910CH3113 NC
RELOCATE ATC CONTROL PANEL
STATUS: ACCEPT
3910CH3122 NC
AFT ELECTRONICS PANEL ARRANGEMENT
STATUS: ACCEPT
5100CH3026 NC
ADDITIONAL CORROSION PROTECTION BENEATH
GALLEYS AND LAVS
STATUS: ACCEPT
5100CH3027 NC
FWD AND AFT CARGO DOOR REVISION - INSTALL
HEAVY DUTY SKIN
STATUS: ACCEPT
5100MP3030 NC
REMOVE ADDITIONAL CORROSION PROTECTION
ADDED BY CR 5100CH3026
STATUS: ACCEPT
A-19
35
PRICE
PER A/P
SWA3701
CR / TITLE 92 $
========================================================== ===========
5220MP3012 NC
OVERWING HATCH ASSIST HANDLE REVISION -
INSTALL RECESSED HANDLE IN LIEU OF
PROTRUDING HANDLE
STATUS: ACCEPT
7200CG3244 IB
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 22,000 LBS. FOR
737-600,-700
STATUS: ACCEPT
7900CG3026 NC
LUBRICATING OIL - ESSO/EXXON TURBO OIL 2380
STATUS: ACCEPT
CR'S 138 TOTAL ***
A-20
36
PART A
BOEING WARRANTY
1. Warranties.
Subject to the exceptions set forth in paragraph 2, Boeing
warrants that, at the time of delivery, each Aircraft, including all installed
systems, accessories, equipment and parts, will:
1.1 conform to the Detail Specification, as it may be
changed pursuant to this Agreement, except such portions stated to be
estimates, approximations, design objectives, or design criteria, or described
as not guaranteed;
1.2 be free from defects in material and workmanship,
including process of manufacture; and
1.3 be free from defects in design, including selection of
(i) materials and (ii) process of manufacture, in view of the state of the art
at the time of design.
For purposes of this Boeing Warranty, nonconformance with the
Detail Specification, defects in material or workmanship and defects in design
may hereinafter be called "defects" or a "defect", and the term "system",
"accessory", "equipment" or "part" may hereinafter be called "item" or "items."
2. Exceptions.
The warranties above will not apply to BFE. The warranty above
covering material and workmanship and the warranty above covering design will
not apply to Engines or to any other item purchased by Boeing but not
manufactured to Boeing's detailed design. However, any defect in the Boeing
workmanship installing such BFE, Engines or other items in an Aircraft will,
including any failure by Boeing to conform to the installation instructions of
the manufacturer of such items that invalidates any applicable warranty from
such manufacturer, constitute a defect in workmanship and be covered by the
warranty set forth in paragraph 1.
3. Survival of Warranties.
Neither the warranty of conformance to the Detail Specification
applicable to Engines and other items purchased by Boeing but not manufactured
to Boeing's detailed design, nor any Performance Guarantees, will survive
delivery of the Aircraft. The remaining warranties
A-1
37
set forth herein will survive delivery of the Aircraft, subject to the
limitations and conditions set forth herein.
4. Warranty Periods and Claims.
4.1 The warranty periods are:
4.1.1 As to a defect in conformance to the
Detail Specification, 48 months after delivery of such
Aircraft, and
4.1.2 As to a defect in material,
workmanship or design in any item, 48 months after delivery of each Aircraft in
which such item was initially installed.
4.2 Boeing must receive the warranty claim in writing at the
earliest practicable time after the defect becomes apparent to Buyer but in no
event later than 90 days after expiration of the applicable warranty period.
4.3 Such warranty claim must include the data set forth
below and, if requested by Boeing, reasonable evidence that the claimed defect
did not result from any act or omission of Buyer.
4.3.1 Identity of the item or Aircraft
involved, including Boeing part number, serial number if applicable,
nomenclature and the quantity claimed to be defective;
4.3.2 Identity of the Aircraft on which the
claimed item was installed as original equipment;
4.3.3 Date the claimed defect became apparent to
Buyer; and
4.3.4 Description of the claimed defect and
circumstances, including Boeing service bulletin or Boeing service letter
number if claim involves a service bulletin or letter.
4.4 Upon completion of Boeing's warranty claim
investigation, including examination of any item or Aircraft returned to
Boeing, Boeing will provide a written disposition of its warranty claim
findings to Buyer. In the event Boeing must reject Buyer's warranty claim,
Boeing will provide reasonable substantiation of such rejection in its
disposition.
A-2
38
5. Remedies.
Buyer's remedies under this Boeing Warranty are as follows:
5.1 As to a defect in conformance to the Detail
Specification, the correction at Boeing's expense of such defect; provided,
however, that Boeing will not be obligated to correct any defect that Boeing
and Buyer agree has no material adverse effect on the maintenance, use or
operation of the Aircraft. The warranty period for the corrected item will be
the unexpired warranty period for the defective item.
5.2 As to a defect in material or workmanship, (i) the
repair at Boeing's expense of such defect or, (ii) at Boeing's option, the
replacement of such item with a similar item free from defect or the issuance
of a credit memorandum to Buyer for a spare part previously purchased from
Boeing as the replacement for such defective item. The warranty period for
either correction will be the unexpired warranty period for the defective item.
5.3 As to a defect in design, the correction at Boeing's
expense of such defect. The warranty period for such correction is 18 months
from receipt by Buyer of corrective material or the end of the original design
warranty period for the defective item, whichever is later.
5.4 Boeing will reimburse Buyer at the Warranty Labor Rate
for the direct labor hours required for removal from the Aircraft of a
defective item and the reinstallation in the Aircraft of the corrected item.
6. Returned Items.
Unless otherwise provided in this Agreement, the Aircraft or item
claimed to be defective must be returned to Boeing as soon as practicable.
Buyer may also provide specific technical repair or correction instructions
with such return. The absence of such instructions will evidence Buyer's
authorization for Boeing to proceed using Boeing information and data. The
following criteria will apply with respect to return of Aircraft or items to
Boeing:
6.1 As to Aircraft:
6.1.1 An Aircraft may be returned only if
6.1.1.1 substantially all the work to
be performed by Boeing is covered by this Boeing Warranty and
6.1.1.2 Buyer does not have the
capability to perform, nor is it practical for Boeing
A-3
39
personnel to perform, the warranty work away from Boeing's facilities.
6.1.2 All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize Aircraft out-of-service
time. In addition, Boeing will reimburse Buyer for the cost of fuel, oil and
landing fees incurred in ferrying the Aircraft to Boeing's facilities and in
ferrying the Aircraft back to Buyer's facilities. Buyer will use its best
efforts to minimize the length of both ferry flights.
6.1.3 Any nonwarranty work performed by
Boeing will be paid for by Buyer at Boeing's then-standard rates and shall in
no event exceed the rates charged other commercial carriers of Boeing during
substantially the same time period.
6.1.4 A separate agreement containing the
above provisions and their mutually agreeable terms and conditions based on
Boeing's then-standard form will be entered into to cover the return of and
work on such Aircraft.
6.2 As to any system, accessory, equipment or part:
6.2.1 All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize item out-of-service time
for items returned.
6.2.2 Boeing's turnaround-time objectives
for repair or replacement are: 10 working days for avionic and electronic items
and 30 working days for other items when corrected at Boeing's facilities, or
40 working days when corrected at the facilities of a Boeing subcontractor.
Turnaround time starts the date Boeing receives the returned item, together
with Buyer's warranty claim describing the work, and ends the date of shipment
by Boeing of such item. If a turnaround-time objective is not achieved and a
resultant critical parts shortage is experienced by Buyer, and Buyer has
procured spare parts for such item substantially in accordance with the Boeing
Recommended Spare Parts List, Boeing will, upon request from Buyer, either:
6.2.2.1 expedite repair or replacement of
the item or
6.2.2.2 provide a similar item on a
no-charge loan or no-charge lease basis until the repaired or replaced item is
provided to Buyer.
6.2.3 The freight charge for shipment to
Boeing of any item will be paid by Buyer; however, Boeing
A-4
40
will reimburse Buyer for such charge for any item determined to be defective
under this Boeing Warranty. The freight charge for the return shipment to Buyer
of any such defective item which has been repaired, replaced or corrected
pursuant to this Boeing Warranty will be paid by Boeing.
6.3 Title to and risk of loss of any Aircraft or item
returned to Boeing will at all times remain with Buyer and/or any other owner
of such Aircraft or item, except that at the time Boeing ships a replacement
item to Buyer, title to and risk of loss (i) for the returned item will pass to
Boeing and (ii) for the replacement item will pass to Buyer. While Boeing has
care, custody and control of an Aircraft or item, Boeing will have only such
liabilities as a bailee for mutual benefit would have, but will not be liable
for loss of use.
7. Nonrepairable Items.
Buyer may scrap any defective nonrepairable item having a
then-current Boeing spare part selling price of $2,000 or less and make a claim
for a replacement item. For a defective nonrepairable item having a
then-current Boeing spare part selling price greater than $2,000, an authorized
Boeing representative must confirm the nonrepairability of any such item.
Buyer's claim for an item with a spare part selling price exceeding $2,000 must
include such confirmation.
8. Reimbursement for Certain Inspection Labor Costs.
8.1 In addition to the remedies set forth in this Boeing
Warranty, Boeing will reimburse Buyer at the Warranty Labor Rate for the direct
labor hours expended by Buyer in performing inspections of the Aircraft to
determine whether or not a covered defect exists in any system, accessory,
equipment or part manufactured to Boeing's detailed design, provided that:
8.1.1 such inspections are recommended by a
Boeing service bulletin or service letter issued by Boeing within 48 months
after delivery of such Aircraft, and
8.1.2 such reimbursement will not apply to
any inspections performed as an alternative to accomplishing corrective action
when such corrective action is available to Buyer at the time such inspections
are performed.
9. Wear and Tear.
Normal wear and tear and the need for regular maintenance and
overhaul will not constitute a defect.
X-0
00
00. Disclaimer and Release; Exclusion of Liabilities.
This Part A and the rights and remedies of Buyer and obligations
of Boeing herein are subject to the Disclaimer and Release and Exclusion of
Consequential and Other Damages provisions of Article 12 of this Agreement.
11. Buyer's Indemnification of Boeing.
The provisions of Part E, "Buyer's Indemnification of Boeing and
Insurance" of Exhibit C, will apply to all warranty work performed by Boeing
hereunder in accordance with Buyer's specific technical repair or correction
instructions, to the extent any legal liability of Boeing is based upon the
content of such instructions.
A-6
42
6-1162-RLL-933R1
Southwest Airlines Co.
P.O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-933R1 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 sixty-seven (67) additional Model 737-7H4
aircraft as described in paragraph 1 of Attachment A hereto (Option Aircraft)
and forty-nine (49) Model 737-7H4 Rollover Option Aircraft (Rollover Option
Aircraft), subject to the terms and conditions set forth below.
1. Delivery of Option Aircraft.
The Option Aircraft will be delivered to Buyer during or before the
months set forth in the following schedule:
Number of Option
Month and Year Option Aircraft
of Delivery Aircraft Block
-------------- -------- --------
October 1998 One (1) F
November 1998 Two (2) F
December 1998 Two (2) F
March 1999 Two (2) G
June 1999 Two (2) G
August 1999 Two (2) G
September 1999 One (1) G
October 1999 Two (2) G
April 2000 Three (3) H
October 2000 Three (3) H
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-000X0 Page 2
Number of Option
Month and Year Option Aircraft
of Delivery Aircraft Block
----------- -------- -----
(continued)
April 2001 Three (3) I
October 2001 Three (3) I
January 2002 Four (4) J
March 2002 Four (4) J
April 2002 Two (2) J
July 2002 Four (4) J
October 2002 Four (4) J
January 2003 Four (4) K
March 2003 Four (4) K
April 2003 Two (2) K
July 2003 Four (4) K
October 2003 Four (4) K
April 2004 Two (2) L
July 2004 Three (3) L
2. Delivery of Rollover Option Aircraft.
2.1 The Rollover Option Aircraft will be delivered to Buyer during
or before the years set forth in the following schedule:
Option
Year of Number of Aircraft
Delivery Option Aircraft Block
2004 Thirteen (13) M
2005 Eighteen (18) N
2006 Eighteen (18) O
2.2 The forty-nine (49) Rollover Option Aircraft are
offered to Buyer subject to the following conditions:
2.2.1 Buyer can exercise any forty-nine
(49) of the sixty-seven (67) Option Aircraft, and will be offered a Rollover
Option Aircraft for each option aircraft exercised up to and including
forty-nine (49).
2.2.2 Conversely to Article 2.2.1 above,
if Buyer does not exercise a minimum of forty-nine (49) Option Aircraft, one
Rollover Option Aircraft will be deleted for each Option Aircraft not exercised
by Buyer.
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-000X0 Page 3
2.2.3 When Buyer exercises one or more
Option Aircraft, Boeing will offer the same quantity of Rollover Option
Aircraft to Buyer in the years identified in Article 2.1 above.
2.2.4 The Rollover Option Aircraft
delivery month offered by Boeing to Buyer will be at least 24 months from the
Option exercise date of the corresponding option.
2.2.5 When Boeing offers the Rollover
Option Aircraft to Buyer, Buyer will accept such Rollover Option Aircraft by
wire transferring $100,000 to Boeing. In the event Buyer exercises its option
to purchase the Rollover Option Aircraft, such application will be in
accordance with Article 4.1 herein.
3. Price.
3.1 The advance payment base prices of the Option Aircraft set
forth below and in paragraph 2.1 of Attachment A represent the estimated
delivery prices of the Option Aircraft. The Option Aircraft pricing elements
and associated pricing terms and conditions are given in Attachment A.
3.2 Price and escalation provisions for Model 737-7H4 aircraft
delivering after 2001, are not currently available. The estimated Advance
Payment Base Prices shown in paragraph 3.3 below and in paragraph 2.1 of
Attachment A are based on currently available price and escalation provisions.
As price and escalation provisions become available for Model 737-7H4 aircraft
delivering after 2001, such price and escalation provisions will be
appropriately applied to the applicable Option Aircraft.
For additional information relating to price and escalation provisions
applicable to Option Aircraft delivering after 2001 refer to paragraphs 2.3 and
3.2 of Attachment A.
3.3 The Advance Payment Base Prices of the Option Aircraft
indicated below 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) and for BFE is $*** per
Aircraft (expressed in delivery year dollars).
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-000X0 Page 4
Month and Year Advance Payment Base
of Delivery Price per Option Aircraft
----------- -------------------------
Block F Aircraft ***
October 1998 $
November 1998 $
December 1998 $
Block G Aircraft ***
March 1999 $
June 1999 $
August 1999 $
September 1999 $
October 1999 $
Block H Aircraft ***
April 2000 $
October 2000 $
Block I Aircraft ***
April 2001 $
October 2001 $
Block J Aircraft ***
January 2002 $
March 2002 $
April 2002 $
July 2002 $
October 2002 $
Block K Aircraft ***
January 2003 $
March 2003 $
April 2003 $
July 2003 $
October 2003 $
Block L Aircraft ***
April 2004 $
July 2004 $
3.4 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
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-000X0 Page 5
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.
4. Option Aircraft Payment.
4.1 In consideration of the granting of the option 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 option
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 option 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 paragraphs 6 herein.
4.2 Advance payments in the amount of 30% 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 eighteen (18) 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.
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
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-000X0 Page 6
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.
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.
00
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7. Termination of Option to Purchase.
Either Boeing or Buyer may terminate the option 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. 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, without
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-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-----------------------------
Its Attorney-in-Fact
-----------------------------
ACCEPTED AND AGREED TO this
date: February 26, 1997
-----------------
SOUTHWEST AIRLINES CO.
By /s/ Xxxx X. Xxxxxx
-----------------------------
Its EVP-COO
-----------------------------
Attachments
50
Attachment A to
6-1162-RLL-933R1
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.
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.
51
Attachment A to
6-1162-RLL-933R1
Page 2
2. Price Description
2.1 Price Elements Per Aircraft
1 2 3
AIRCRAFT & ADV. PMT.
AIRCRAFT ESTIMATED SPECIAL BASE PRICE
DELIVERY FEATURES PRICE ESTIMATED (ELEMENTS)
MO. & YR. (JULY 1992$) ESCALATION 1 + 2 + 3
--------- ------------ ---------- ---------
October 1998 *** *** ***
November 1998
December 1998
March 1999
June 1999
August 1999
September 1999
October 1999
April 2000
October 2000
April 2001
October 2001
January 2002
March 2002
April 2002
July 2002
October 2002
January 2003
March 2003
April 2003
July 2003
October 2003
April 2004
July 2004
52
Attachment A to
6-1162-RLL-933R1
Page 3
2. Price Description. (Continued)
2.2 Price Adjustments For Option Aircraft
Delivering From October 1998 to October 2001.
2.2.1 Special Features. The price for Special Features
incorporated in the Option Aircraft Detail Specification will be adjusted to
Boeing's then-current prices for such features as of the date of execution of
the definitive agreement for the Option Aircraft.
2.2.2 Escalation Adjustments. For Option Aircraft delivering
from October 1998 to October 2001, the Aircraft Basic Price and Special
Features price will be escalated according to the provisions of Attachment B to
this letter agreement.
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 for any FAA mandated changes incorporated into
the Option Aircraft.
2.3 Price Adjustments For Option Aircraft Delivering From January 2002
through December 2006.
2.3.1 Special Features. The price for Special Features
incorporated in the Option Aircraft Detail Specification will be adjusted to
Boeing's then-current prices for such features as of the date of execution of
the definitive agreement for the Option Aircraft.
2.3.2 Escalation Adjustments. For escalation provisions
applicable to Option Aircraft delivering after 2001, see paragraph 2.3.6 below.
2.3.3 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.
2.3.4 Price Adjustments for Changes. Boeing may adjust the
Aircraft Basic Price and the Advance Payment Base Price for any changes mutually
agreed upon subsequent
53
Attachment A to
6-1162-RLL-933R1
Page 4
to the date that Buyer and Boeing enter into a definitive agreement for the
Option Aircraft.
2.3.5 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
options delivering from January 2002 through December 2006 is $*** (July 1992
STE). Such Aircraft Basic Price may increase in accordance with paragraphs
2.3.1, 2.3.2, 2.3.3 and 2.3.4. For any other changes to the Aircraft Basic
Price, Boeing may increase the Aircraft Basic Price by a maximum of $*** (July
1992 STE) per year or portion thereof starting in January 2002.
2.3.6 Prices for Long Lead Time Aircraft. Boeing has not
established escalation provisions for Model 737-700 aircraft for delivery 2002
and after. Such escalation provisions (i) will be incorporated into the Option
Aircraft definitive agreement when such information is available and (ii) will
be the then-current escalation provisions applicable to the same model aircraft
and engines delivering in the same time period as the Option Aircraft. The
resulting revisions to the definitive agreement will include but not be limited
to, adjustment of the Aircraft Basic Price of the Option Aircraft, the Advance
Payment Base Price, the Aircraft escalation provisions and the advance payment
amounts due on the Option Aircraft.
2.3.7 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 10% of such price. If all BFE
except developmental avionics is converted to SPE, Boeing will waive the 10%
fee.
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.
54
Attachment A to
6-1162-RLL-933R1
Page 5
Amount Due per Aircraft
(Percentage times
Due Date of Payment Advance Payment Base Price)
Deposit $100,000 (if applicable)
18 months prior to the first 15% (less the
day of the scheduled delivery Deposit if any)
month of the Aircraft
12 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
9 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
6 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
Total 30%
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.
55
Attachment B to
6-1162-RLL-933R1
Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRCRAFT PRICE ADJUSTMENT
(July 1992 Base Price)
1. Formula.
The Aircraft Price Adjustment will be determined at the time of
Aircraft delivery in accordance with the following formula:
Pa = (P)(L + M - 1)
Where:
Pa = Aircraft Price Adjustment.
L = .65 x ECI
116.2
M = .35 x ICI
115.9
P = Aircraft Basic Price (as set forth in
Article 3.2 of this Agreement).
ECI = A value using the "Employment Cost Index for
workers in aerospace manufacturing" (aircraft
manufacturing, standard industrial classification code
3721, compensation, base month and year June 1989 = 100),
as released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the months
of March, June, September and December, calculated as
follows: A three-month arithmetic average value
(expressed as a decimal and rounded to the nearest tenth)
will be determined using the months set forth in the
table below for the applicable Aircraft, with the
released Employment Cost Index value described above for
the month of March also being used for the months of
January and February; the value for June also used for
April and May; the value for September also used for July
and August; and the value for December also used for
October and November.
56
Attachment B to
6-1162-RLL-933R1
Page 2
ICI = The three-month arithmetic average of the released monthly
values for the Industrial Commodities Index as set forth in the
"Producer Prices and Price Index" (Base Year 1982 = 100) as
released by the Bureau of Labor Statistics, U.S. Department of
Labor values (expressed as a decimal and rounded to the nearest
tenth) for the months set forth in the table below for the
applicable Aircraft.
In determining the value of L, the ratio of ECI divided by 116.2
will be expressed as a decimal rounded to the nearest ten-thousandth and then
multiplied by .65 with the resulting value also expressed as a decimal and
rounded to the nearest ten-thousandth.
In determining the value of M, the ratio of ICI divided by 115.9
will be expressed as a decimal rounded to the nearest ten-thousandth and then
multiplied by .35 with the resulting value also expressed as a decimal and
rounded to the nearest ten-thousandth.
Months to be Utilized
Month of Scheduled in Determining the
Aircraft Delivery Value of ECI and ICI
----------------- --------------------
January June B, July B, Aug. B
February July B, Aug. B, Sept. B
March Aug. B, Sept. B, Oct. B
April Sept. B, Oct. B, Nov. B
May Oct. B, Nov. B, Dec. B
June Nov. B, Dec. B, Jan. D
July Dec. B, Jan. D, Feb. D
August Jan. D, Feb. D, Mar. D
September Feb. D, Mar. D, Apr. D
October Mar. D, Apr. D, May D
November Apr. D, May D, June D
December May D, June D, July D
The following definitions of B and D will apply:
B = The calendar year before the year in which the scheduled month
of delivery as set forth in Paragraph 1 occurs.
D = The calendar year during which the scheduled month of delivery
as set forth in Paragraph 1 occurs.
57
Attachment B to
6-1162-RLL-933R1
Page 3
2. If at the time of delivery of an Aircraft Boeing is unable to determine
the Aircraft Price Adjustment because the applicable values to be used to
determine the ECI and ICI have not been released by the Bureau of Labor
Statistics, then:
2.1 The Aircraft Price Adjustment, to be used at the time of
delivery of each of the Aircraft, will be determined by utilizing the
escalation provisions set forth above. The values released by the Bureau of
Labor Statistics and available to Boeing 30 days prior to scheduled Aircraft
delivery will be used to determine the ECI and ICI values for the applicable
months (including those noted as preliminary by the Bureau of Labor Statistics)
to calculate the Aircraft Price Adjustment. If no values have been released for
an applicable month, the provisions set forth in Paragraph 2.2 below will
apply. If prior to delivery of an Aircraft the U.S. Department of Labor changes
the base year for determination of the ECI or ICI values as defined above, such
rebased values will be incorporated in the Aircraft Price Adjustment
calculation. The payment by Buyer to Boeing of the amount of the Purchase Price
for such Aircraft, as determined at the time of Aircraft delivery, will be
deemed to be the payment for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S. Department of
Labor substantially revises the methodology used for the determination of the
values to be used to determine the ECI and ICI values (in contrast to benchmark
adjustments or other corrections of previously released values), or for any
reason has not released values needed to determine the applicable Aircraft
Price Adjustment, the parties will, prior to delivery of any such Aircraft,
select a substitute for such values from data published by the Bureau of Labor
Statistics or other similar data reported by non-governmental United States
organizations, such substitute to lead in application to the same adjustment
result, insofar as possible, as would have been achieved by continuing the use
of the original values as they may have fluctuated during the applicable time
period. Appropriate revision of the formula will be made as required to reflect
any substitute values. However, if within 24 months from delivery of the
Aircraft the Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Aircraft Price Adjustment, such values will be
used to determine any increase or decrease in the Aircraft
58
Attachment B to
6-1162-RLL-933R1
Page 4
Price Adjustment for the Aircraft from that determined at the time of delivery
of such Aircraft.
2.3 In the event escalation provisions are made non-enforceable
or otherwise rendered null and void by any agency of the United States
Government, the parties agree, to the extent they may lawfully do so, to
equitably adjust the Purchase Price of any affected Aircraft to reflect an
allowance for increases or decreases in labor compensation and material costs
occurring since February, 1992, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D.
3. For the calculations herein, the values released by the Bureau of
Labor Statistics and available to Boeing 30 days prior to scheduled Aircraft
delivery will be used to determine the ECI and ICI values for the applicable
months (including those noted as preliminary by the Bureau of Labor Statistics)
to calculate the Aircraft Price Adjustment.
Note: Any rounding of a number, as required under this Exhibit D with respect
to escalation of the airframe price, will be accomplished as follows: if
the first digit of the portion to be dropped from the number to be
rounded is five or greater, the preceding digit will be raised to the
next higher number.
59
6-1162-RLL-934R1
Southwest Airlines Co.
P.O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-934R1 to
Purchase Agreement No. 1810 -
Disclosure of Confidential Information
This Letter Agreement amends Purchase Agreement No. 1810 dated January 19, 1994
(the Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co.
(Buyer) relating to Model 737-7H4 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
1. Buyer understands that certain commercial and financial information
contained in the documents listed below (Confidential Documents) is considered
by Boeing as confidential.
2. Buyer agrees that it will treat the Confidential Documents and the
information contained therein as confidential and will not, without the prior
written consent of Boeing, disclose such Confidential Documents or any
information contained therein to any other person or entity except as may be
required by (i) applicable law or governmental regulations, or (ii) for
financing the Aircraft in accordance with the provisions of Article 10 of the
Agreement.
3. In connection with any such disclosure or filing of the Confidential
Documents, or the information contained therein pursuant to any such applicable
law or governmental regulation, Buyer will request and use its best reasonable
efforts to obtain confidential treatment of such Confidential Documents and the
information contained therein. Boeing agrees to cooperate with Buyer in making
and supporting its request for confidential treatment.
Schedule of Confidential Documents
----------------------------------
1. Letter Agreement No. 6-1162-RLL-932
2. Letter Agreement No. 6-1162-RLL-933R1
3. Letter Agreement No. 6-1162-RLL-934R1
4. Letter Agreement No. 6-1162-RLL-935R1
5. Letter Agreement No. 6-1162-RLL-936R1
6. Letter Agreement No. 6-1162-RLL-937
7. Letter Agreement No. 6-1162-RLL-938
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8. Letter Agreement No. 6-1162-RLL-939R1
9. Letter Agreement No. 6-1162-RLL-940R1
10. Letter Agreement No. 6-1162-RLL-941R1
11. Letter Agreement No. 6-1162-RLL-942
12. Letter Agreement No. 6-1162-RLL-943
13. Letter Agreement No. 6-1162-RLL-944
14. Letter Agreement No. 6-1162-RLL-945
15. Letter Agreement No. 6-1162-RLL-1855
16. Letter Agreement No. 6-1162-RLL-1856
17. Letter Agreement No. 6-1162-RLL-1857
18. Letter Agreement No. 6-1162-RLL-1858
19. Letter Agreement No. 6-1162-RLL-2036
20. Letter Agreement No. 6-1162-RLL-2037
21. Letter Agreement No. 6-1162-RLL-2073
4. Confidential Treatment.
Buyer understands that certain commercial and financial
information contained in this Letter Agreement 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.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
---------------------------
Its Attorney-in-Fact
--------------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
---------------------------
Its EVP-COO
--------------------------
61
6-1162-RLL-935R1
Southwest Airlines Co.
P.O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-935R1 to
Purchase Agreement No. 1810 -0
***
This Letter Agreement amends Purchase Agreement No. 1810 dated January 19, 1994
(the Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co.
(Buyer) relating to the Model 737-7H4 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have
the same meaning as in the Agreement.
***
3. 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-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
-------------------------
00
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0-0000-XXX-000X0 Page 2
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
-------------------------
Attachment
***
63
6-1162-RLL-936R1
Southwest Airlines Co.
P.O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-936R1 to
Purchase Agreement No. 1810 -
Certain Contractual Matters
This Letter Agreement amends Purchase Agreement No. 1810 dated January 19, 1994
(the Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co.
(Buyer) relating to Model 737-7H4 aircraft (the Aircraft) and Letter Agreement
6-1162-RLL-933R1, dated even date herewith, entitled "Option Aircraft",
relating to the sale by Boeing and the purchase by Buyer of sixty-seven (67)
additional Model 737-7H4 aircraft (the Option Aircraft) and forty-nine (49)
Model 737-7H4 Rollover Option Aircraft (Rollover Option Aircraft).
The commitments made herein to Buyer are provided from
Boeing and CFM International Inc. (CFM).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
1. Credit Memorandum - Aircraft - Firm Aircraft.
In consideration of Buyer's purchase of the Aircraft, Boeing will
issue to Buyer at the time of delivery of each Aircraft a credit memorandum
which may be used by Buyer for the purchase of Boeing goods and services or
applied to the final delivery payment for the Aircraft for which the credit was
issued. The amount of this credit memorandum applicable to each Aircraft will
be *** of the Aircraft Basic Price (July 1992 STE $) ***.
2. Credit Memorandum - Aircraft - Option Aircraft and
Rollover Option Aircraft.
In consideration of Buyer's purchase of the Option Aircraft and
Rollover Option Aircraft, Boeing will issue to Buyer at the time of delivery of
each Option Aircraft and Rollover Option Aircraft a credit memorandum which may
be used by Buyer for the purchase of Boeing goods and services or applied to
the final delivery payment for the Option Aircraft or Rollover Option Aircraft
for which the credit was issued. The amount of the credit memorandum applicable
to each Aircraft will be *** of the Aircraft Basic Price (July 1992 STE $) ***.
00
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3. Simulation Data Credits.
If Buyer purchases one subsequent simulator data package for a price
of $*** dollars (July 1992 STE $), Boeing will issue offsetting credit
memoranda in amounts equal to Boeing's invoice price of such simulator data
concurrent with the issuance of such invoice. If Buyer purchases one concurrent
simulator data package for a price of $***, Boeing will issue an offsetting
credit memorandum in an amount equel to Boeing's invoice price of such
simulator data package concurrent with the issuance of such invoice. Buyer
understands that the concurrent data package price of $*** (July 1992 STE $) is
valid only if the second simulator is manufactured by the same simulator
manufacturer as the subsequent simulator and the concurrent simulator is
ordered within eight years of the signing of the Agreement.
4. Credits.
The Aircraft Basic Price for Buyer's 737-7H4 Aircraft does not include
a price for Dual Flight Management Computer and Five Channel SELCAL. These two
features will be installed in the Aircraft but deactivated. If Buyer decides at
anytime (whether before or after delivery) to activate this capability, Buyer
will pay Boeing an amount equal to *** (July 1992 STE $) escalated to the month
and year of delivery of that Aircraft in accordance with the aircraft
escalation formula (Exhibit D - Aircraft Price Adjustment) for this installed
capability. If Buyer sells or leases the Aircraft for operation by a third
party and the features are subsequently activated, Buyer will pay or cause the
subsequent buyer or lessee to pay the above described activation charge to
Boeing.
5. Maximum Takeoff Weight Credit Memoranda.
Buyer has purchased a Maximum Takeoff Weight of 138,500 pounds for the
Aircraft. Boeing will, at the time of Aircraft delivery, issue to Buyer a
credit memoranda in the amount of $*** (July 1992 STE $), *** to offset the
price for 500 pounds of Maximum Takeoff Weight.
6. Confidential Treatment.
Buyer understands that certain commercial and financial information
contained in this Letter Agreement 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
00
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0-0000-XXX-000X0 Page 3
information contained herein to any other person or entity, except as provided
in Letter Agreement 6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
-----------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
------------------------
66
6-1162-RLL-939R1
Southwest Airlines Co.
P.O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-939R1 to
Purchase Agreement No. 1810 -
***
This Letter Agreement amends Purchase Agreement No. 1810 dated January 19, 1994
(the Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co.
(Buyer) relating to Model 737-7H4 Aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
***
11. Confidential Treatment.
Buyer understands that certain commercial and financial information
contained in this Letter Agreement 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
6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
------------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
------------------------
67
6-1162-RLL-940R1
Southwest Airlines Co.
P.O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-940R1 to
Purchase Agreement No. 1810 -
***
This Letter Agreement amends Purchase Agreement No. 1810 dated January 19, 1994
(the Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co.
(Buyer) relating to Model 737-7H4 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
***
7. Flight Crew Computer Based Training.
7.1 See Exhibit C, Part C, Paragraph 4.1 of the Purchase Agreement,
Computer Based Training.
7.2 Recognizing that CBT authoring technologies will continue to
change, Boeing agrees to hold discussions with Buyer to develop a mutually
agreeable solution by January 1, 1996. The CBT program will contain 100 percent
CBT coverage and support on airline Advanced Qualification Program Applicable.
***
10. Delivery of Flight Manual and Operations Manual.
Buyer has a requirement to receive its initial flight and operations
manual earlier than on the actual delivery day of Buyer's first Aircraft.
Boeing will provide an advanced representative copy of the flight and
operations manual on or before August 15, 1997. Boeing will provide the FAA
approved flight manual and operations manual to Buyer immediately after the FAA
approves the flight manual.
00
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11. Confidential Treatment.
Buyer understands that certain commercial and financial information
contained in this Letter Agreement are 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
6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
------------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
------------------------
69
6-1162-RLL-941R1
Southwest Airlines Co.
P.O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-941R1 to
Purchase Agreement No. 1810 -
Other Matters
This Letter Agreement amends Purchase Agreement No. 1810 dated January 19, 1994
(the Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co.
(Buyer) relating to Model 737-7H4 Aircraft (the Aircraft) and to Letter
Agreement No. 6-1162-RLL-933 dated even date herewith, entitled "Option
Aircraft," relating to the sale by Boeing and purchase by Buyer of sixty-seven
(67) additional Model 737-7H4 aircraft (the Option Aircraft) and forty-nine
(49) Model 737-7H4 Rollover Option Aircraft (Rollover Option Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
1. Delivery Delay.
Notwithstanding the language set forth in Article 2.3 "Notice of
Delivery Date," if Buyer requests a delivery delay for any Aircraft within the
contract delivery month, Buyer shall not be charged for costs of the first ten
(10) days of such delay.
2. Purchase Price - Excusable Delay/Destroyed Aircraft.
2.1. If the Article 2.1 delivery month for any Aircraft is delayed
because of an excusable delay under Article 6.1, Boeing agrees that the
Aircraft Price shall be determined as if the delayed Aircraft had been
delivered during the original Article 2.1 delivery month.
2.2. In the event any Aircraft is destroyed and Boeing offers Buyer a
replacement Aircraft under Article 6.3, Boeing agrees that the Aircraft Price
shall be determined as if the replacement aircraft had been delivered during
the original Article 2.1 delivery month of the destroyed Aircraft.
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-000X0 Page 2
3. Advance Payment - Repayment.
***
4. Confidential Treatment.
Buyer understands that certain commercial and financial information
contained in this Letter Agreement 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
6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
-----------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
-----------------------
71
6-1162-RLL-1855
Southwest Airlines Co.
X.X. Xxx 00000
Xxxxxx, Xxxxx 00000-0000
Subject: Letter Agreement No. 6-1162-RLL-1855 to
Purchase Agreement No. 1810
Additional Contractual Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1810 (the Agreement)
between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating
to the sale by Boeing and the purchase by Buyer of sixty-three (63) Model
737-7H4 aircraft (the Aircraft) and Letter Agreement 6-1162-RLL-933R1, dated
even date herewith, entitled "Option Aircraft", relating to the sale by Boeing
and the purchase by Buyer of sixty-seven (67) additional Model 737- 7H4
aircraft (the Option Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
***
3. Confidential Treatment
Buyer understands that certain commercial and financial information
contained in this Letter Agreement are 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
6-1162-RLL-934R1.
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-0000 Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
------------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
------------------------
73
6-1162-RLL-1856
Southwest Airlines Co.
X.X. Xxx 00000 - Xxxx Xxxxx
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-1856 to
Purchase Agreement No. 1810 -
***
This Letter Agreement amends Purchase Agreement No. 1810 (the Agreement)
between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating
to the Model 737-7H4 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have
the same meaning as in the Agreement.
***
2. Confidential Treatment.
Buyer understands that certain commercial and financial information contained
in this Letter Agreement and attachment(s) hereto are 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- 934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
------------------------
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-0000
Page 2
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
------------------------
75
6-1162-RLL-1857
Southwest Airlines Co.
P. O. Box 36611 - Love Field
Xxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-RLL-1857 to
Purchase Agreement No. 1810 -
***
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1810 (the Agreement)
between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating
to the sale by Boeing and the purchase by Buyer of sixty-three (63) Model
737-7H4 aircraft (the Aircraft).
All terms used herein and in the Purchase Agreement, and not defined herein,
shall have the same meanings as in the Purchase Agreement.
12. Confidentiality
12.1 In accordance with Letter Agreement No. 6-1162- RLL-934R1, the
terms and conditions of this Letter Agreement are and will remain strictly
confidential between Boeing and Buyer and will not under any circumstances be
disclosed by either party to any third party (except, as reasonably necessary,
to its respective employees and professional advisers, and to Boeing's insurers
in connection with the insurance described in paragraph 11.3 above and to the
Federal Aviation Administration) without the prior written consent of the other
party, such consent not to be unreasonably withheld.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-0000 Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
-----------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
------------------------
77
6-1162-RLL-1858
Southwest Airlines Co.
X.X. Xxx 00000
Xxxxxx, Xxxxx 00000-0000
Subject: Letter Agreement No. 6-1162-RLL-1858 to
Purchase Agreement No. 1810
***
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1810 (the Agreement)
between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating
to the sale by Boeing and the purchase by Buyer of Model 737-7H4 aircraft (the
Aircraft) and Letter Agreement 6-1162-RLL-933R1, dated even date herewith,
entitled "Option Aircraft", relating to the sale by Boeing and the purchase by
Buyer of sixty-seven (67) additional Model 737-7H4 aircraft (the Option
Aircraft) and forty-nine (49) Model 737-7H4 Rollover Option Aircraft (Rollover
Option Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
***
5. Confidential Treatment
Buyer understands that certain commercial and financial information
contained in this Letter Agreement are 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
6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
------------------------
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-0000 Page 2
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
------------------------
79
6-1162-RLL-2036
Southwest Airlines Co.
X.X. Xxx 00000
Xxxxxx, Xxxxx 00000-0000
Subject: Letter Agreement No. 6-1162-RLL-2036 to
Purchase Agreement No. 1810 ***
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1810 (the Agreement)
between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating
to the sale by Boeing and the purchase by Buyer of Model 737-7H4 aircraft (the
Aircraft) and Letter Agreement 6-1162-RLL-933R1, dated even date herewith,
entitled "Option Aircraft", relating to the sale by Boeing and the purchase by
Buyer of sixty-seven (67) additional Model 737-7H4 aircraft (the Option
Aircraft) and forty-nine (49) Model 737-7H4 Rollover Option Aircraft (Rollover
Option Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
***
2. Confidential Treatment
Buyer understands that certain commercial and financial information
contained in this Letter Agreement are 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
6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
-------------------------
Its Attorney-in-Fact
------------------------
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-0000 Page 4
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
-------------------------
Its EVP-COO
-----------------------
Attachment
81
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 1
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
0000DC3182 NC NC
MISCELLANEOUS DEVELOPEMENT CHANGES
STATUS: ACCEPT
0110CG3018 IB IB
737-700 CONFIGURATION
STATUS: ACCEPT
0160MS3171 NC NC
AIRPLANE IDENTIFICATION NUMBERS - SERIAL,
REGISTRY, MODE S, FLIGHT RECORDER ID
STATUS: ACCEPT
0310CH3332 $*** $***
INCREASE CERTIFIED MAXIMUM TAKEOFF WEIGHT -
138,500 IN LIEU OF 133,000
STATUS: ACCEPT
0352CG3023 NC NC
AIRPLANE LOADING SYSTEM FOR WEIGHT AND
BALANCE CONTROL
STATUS: ACCEPT
0370CH3014 $*** NC
AIR CONDITIONING TRANSITION DUCT UNDER
FLOOR - ADD 17 MIL DAMPING TAPE FOR NOISE
REDUCTION
STATUS: ACCEPT
0370CH3019 $*** $***
INSTALLATION OF XXXXXXXX DAMPING FROM
STATION 540-727
STATUS: ACCEPT
1110CH3003 NC NC
CROWN METRO EXTERIOR PAINT - BMS 10-72 TYPE
VI SYSTEM
STATUS: ACCEPT
1110MP3290 NC NC
EXTERIOR DECORATIVE FINISH - DESOTO SERIES
420 HIGH SOLID TOPCOAT IN LIEU OF EXISTING
TOPCOAT
STATUS: ACCEPT
2123CH3042 $*** $***
AIR CONDITIONING SYSTEM REVISION - 737-200
TYPE XXXXXX SYSTEM
STATUS: ACCEPT
2160CG3011 NC NC
CABIN TEMPERATURE INDICATOR - DEGREES
FAHRENHEIT IN LIEU OF CELSIUS
STATUS: ACCEPT
82
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 2
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
2210CG3204 $*** $***
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
PADDLE AUTOPILOT ENGAGE MODE CONTROL PANEL
STATUS: ACCEPT
2210MP3227 NC NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
PUSH-BUTTON AUTOPILOT ENGAGE IN LIEU OF
PADDLE
STATUS: ACCEPT
2230CH3028 NC NC
AUTOTHROTTLE DEACTIVATION - UNIT TO REMAIN
INSTALLED AND BITE FEATURES OPERATIONAL
STATUS: ACCEPT
2312CH3284 NC NC
DUAL VHF COMMUNICATIONS - INSTALLATION -
BFE ALLIEDSIGNAL/GABLES ENGINEERING INC
STATUS: ACCEPT
2319CH3020 $*** $***
CLAIRCOM AIR TO GROUND PASSENGER
COMMUNICATION SYSTEM - COMPLETE BFE
INSTALLATION PROVISIONS
STATUS: ACCEPT
2319MP3021 $*** $***
CLAIRCOM PHONES - CANCEL INSTALLATION
INTENDED FROM 2319CH3020
STATUS: ACCEPT
2320CH3020 $*** $***
ATSCALL INSTALLATION - PARTIAL PROVISIONS -
AFT ELECTRONICS PANEL
STATUS: ACCEPT
2321CH3498 $*** $***
SELECTIVE CALLING EQUIPMENT - SELCAL -
DELETE PARTIAL PROVISIONS
STATUS: ACCEPT
2331CH3158 NC NC
DELETION OF BFE MATSUSHITA PASSENGER
ADDRESS TAPE REPRODUCER
STATUS: ACCEPT
2331CH3159 NC NC
PASSENGER ADDRESS SYSTEM - XXXXXXX ARINC
700 IN LIEU OF XXXXXXX ARINC 560
STATUS: ACCEPT
83
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 3
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
2334SP3210 NC NC
PASSENGER ENTERTAINMENT SYSTEM (AUDIO) -
DELETE SPACE PROVISIONS
STATUS: ACCEPT
2340MP3095 NC NC
BFE BOOM MICROPHONE/HEADSET REVISION
STATUS: ACCEPT
2342MP3011 NC NC
FLIGHT ATTENDANT HANDSET - REVISION TO
FUNCTION AND FACEPLATE
STATUS: ACCEPT
2350CH3139 NC NC
PA MICROPHONE - ADD ELECTROVOICE P/N
602-4183
STATUS: ACCEPT
2350CH3162 NC NC
DTMF MICROPHONE INSTALLATION - FIRST
OBSERVER
STATUS: ACCEPT
2350CH3163 NC NC
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION TO DELETE HEADSET AURAL ALERTS
STATUS: ACCEPT
2350MP3220 NC NC
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION - ADD PREDICTIVE WINDSHEAR WITHOUT
HEADSET AURAL ALERTS - 737-700
STATUS: ACCEPT
2370CG3166 NC NC
SOLID STATE VOICE RECORDER - INSTALLATION -
BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
2500CH3453 NC NC
DOOR WARNING STRAP - SHOCK CORD
STATUS: ACCEPT
2501CH3076 NC NC
FORWARD MODULE WITH GALLEY G1 AND LAVATORY
LA
STATUS: ACCEPT
2501MP3080 NC NC
REVISE FORWARD MODULE WITH GALLEY G1 AND
LAVATORY LA FROM SEAT TRACK MOUNT TO
HARDPOINT
STATUS: ACCEPT
84
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 4
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
2502CH3066 NC NC
AFT MODULE XXXX XXXXXX X0, X0 XXX XXXXXXXX
XX
XXXXXX: ACCEPT
2502MP3069 NC NC
REVISE MODULE WITH GALLEY G3, G4 AND
LAVATORY LB TO HARPOINT IN LIEU OF SEAT
TRACK MOUNT
STATUS: ACCEPT
2510CH3058 NC NC
FLIGHT COMPARTMENT - MISCELLANEOUS
REVISIONS
STATUS: ACCEPT
2510CH3059 NC NC
TRIP COUNTER REVISION - SFE - XXXXXX XXXXXX
STATUS: ACCEPT
2510CH3060 NC NC
CONTROL COLUMN CHECKLIST DELETION
STATUS: ACCEPT
2511CG3057 $*** $***
SECOND OBSERVER'S STATION
STATUS: ACCEPT
2511CH3059 NC NC
LOG BOOK POCKET INSTALLATION - ON SECOND
OBSERVERS SEAT LEGS
STATUS: ACCEPT
2520CH3538 $*** $****
INTERIOR ARRANGEMENT - 137 TOURIST CLASS AT
33/32" PITCH WITH XXXX XX XXX XX XXX
XXXXXXX X0, X0 AND G4
STATUS: ACCEPT
2520MP3667 NC NC
STOWAGE BIN REVISION - ADD BULLNOSE ON
INBOARD LOWER SURFACE
STATUS: ACCEPT
2523CH3109 NC NC
PSU REVISION - ADD PLACARD TO PASSENGER
VIEWING SURFACE IN LOUNGE AREAS ONLY
STATUS: ACCEPT
2523CH3112 NC NC
INSTALL NON STANDARD COLOR PSU
STATUS: ACCEPT
85
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 5
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
2523MP3119 NC NC
INTERIOR REVISION - PSU AND PARTITION
RELOCATION TO SUPPORT SEAT RE-PITCH
REQUIRED FOR 16G COMPLIANCE
STATUS: ACCEPT
2524CH3431 $*** $***
BFE FWD RIGHT HAND WINDSCREEN/STOWAGE UNIT
IN LIEU OF SFE
STATUS: ACCEPT
2524MP3488 NC NC
FULL HEIGHT BFE STOWAGE UNIT REVISION - ADD
BFE FLASHLIGHTS AND BFE LITERATURE POCKETS
STATUS: ACCEPT
2524MP3500 NC NC
PARTITION DECORATIVE COVERING REVISION -
ULTRALEATHER IN LIEU OF LEATHER
STATUS: ACCEPT
2524MP3513 NC NC
EMERGENCY EQUIPMENT BRACKET COMMONALITY -
SFE
STATUS: ACCEPT
2525MP3159 NC NC
PASSENGER SEAT REVISION - ALL FORWARD
FACING SEATS WITH 137 PAX
STATUS: ACCEPT
2528CH3189 $*** $***
SFE HALF HEIGHT STOWAGE UNIT/WINDSCREEN -
AFT LH CABIN WITH THE AFT FACE AT STATION
955 - WITH MEGAPHONE
STATUS: ACCEPT
2528CH3191 $*** $***
SFE FULL HEIGHT STOWAGE UNIT/WINDSCREEN -
FWD LH CABIN WITH THE AFT FACE AT STATION
355
STATUS: ACCEPT
2528CH3194 $*** $***
BFE HALF HEIGHT STOWAGE UNIT/WINDSCREEN -
AFT LH CABIN WITH THE AFT FACE AT STATION
955 - WITH MEGAPHONE
STATUS: ACCEPT
2528CH3195 $*** $***
BFE FULL HEIGHT STOWAGE UNIT/WINDSCREEN IN
LIEU OF SFE - FWD LH CABIN WITH THE AFT
FACE AT STATION 355
STATUS: ACCEPT
86
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 6
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
2528MP3217 NC NC
CREW LUGGAGE SECURITY DEVICE
STATUS: ACCEPT
2530MP3613 NC NC
G3 EXTERIOR DECORATIVE COVERING REVISION -
ULTRASUEDE IN LIEU OF LEATHER
STATUS: ACCEPT
2541CH3034 NC NC
LIQUID SOAP DISPENSER INSTALLATION
STATUS: ACCEPT
2550CH3153 NC NC
CARGO COMPARTMENT LINING REVISION
STATUS: ACCEPT
2550CH3233 NC NC
FWD AND AFT CARGO COMPARTMENT FLOOR PANEL
REVISION - ALUMINUM PANELS IN LIEU OF
CONOLITE AT ENTRYWAY
STATUS: ACCEPT
2550MP3259 NC NC
TRANSVERSE CARGO NET INSTALLATION - FORWARD
AND AFT CARGO COMPARTMENTS
STATUS: ACCEPT
2550MP3267 NC NC
FORWARD AND AFT CARGO COMPARTMENT CARGO
RESTRAINT SYSTEM
STATUS: ACCEPT
2622CH3013 NC NC
APU FIRE BOTTLE REVISION - INTERCHANGEABLE
WITH ENGINE BOTTLE
STATUS: ACCEPT
2841CG3095 NC NC
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL
STATUS: ACCEPT
2844CG3038 NC NC
MEASURING STICK CONVERSION TABLES TO U.S.
GALLONS
STATUS: ACCEPT
2910CH3082 NC NC
HYDRAULIC PUMPS - AC ELECTRIC MOTOR DRIVEN
- XXXXXXX IN LIEU OF ABEX
STATUS: ACCEPT
87
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 7
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
2910CG3087 $*** $***
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - XXXXXXX 00-00000-0 IN LIEU OF ABEX
00-00000-0
STATUS: ACCEPT
3040CH3041 NC NC
INSTALL A TWO LRU WINDOW HEAT CONTROL
SYSTEM - PED 1231-1 IN LIEU OF TBD
STATUS: ACCEPT
3040MP3049 NC NC
INSTALL A 4 UNIT WINDOW HEAT CONTROL SYSTEM
- XXXX 231-2 IN LIEU OF 1231-1
STATUS: ACCEPT
3040MP3053 $*** $***
INSTALL A BFE WINDOW HEAT CONTROL SYSTEM
WHICH CONTAINS BITE - XXXX 231-3 IN LIEU OF
231-2
STATUS: ACCEPT
3043MP3022 NC NC
WINDSHIELD WIPER SWITCH REVISION - SINGLE
SWITCH FOR BOTH WIPERS IN LIEU OF TWO
SWITCHES
STATUS: ACCEPT
3120CH3016 NC NC
CLOCK WIRING REVISION - FMC, DFDAU AND
VOICE RECORDER INPUT FROM FIRST OFFICER'S
CLOCK IN LIEU OF CAPTAIN'S CLOCK
STATUS: ACCEPT
3131CG3673 NC NC
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
STATUS: ACCEPT
3131CG3692 NC NC
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL INC - 128
WPS
STATUS: ACCEPT
3131CH3721 NC NC
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) - INSTALLATION - BFE ALLIEDSIGNAL
STATUS: ACCEPT
3162CG3013 NC NC
EFIS/MAP DISPLAY FORMAT
STATUS: ACCEPT
88
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 8
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
3162CG3016 NC NC
FLIGHT DIRECTOR COMMAND DISPLAY - FILLED
INTEGRATED CUE
STATUS: ACCEPT
3162CG3017 NC NC
MACH AIRSPEED DISPLAY
STATUS: ACCEPT
3162CG3019 NC NC
RADIO ALTITUDE DISPLAY - ROUND DIAL
STATUS: ACCEPT
3162CG3020 NC NC
RADIO ALTITUDE - ABOVE ADI
STATUS: ACCEPT
3162CG3022 NC NC
RISING RUNWAY DISPLAY
STATUS: ACCEPT
3162CG3025 NC NC
RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500
FEET
STATUS: ACCEPT
3162CG3026 NC NC
ATTITUDE COMPARATOR - STEADY
STATUS: ACCEPT
3162CG3029 NC NC
LOCALIZER BACKCOURSE POLARITY - REVERSAL
STATUS: ACCEPT
3162CG3032 NC NC
MAP MODE ORIENTATION - TRACK UP
STATUS: ACCEPT
3162CG3038 NC NC
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED
STATUS: ACCEPT
3162CG3041 NC NC
ADF POINTER(S) IN MAP MODE - SUPPRESSED
STATUS: ACCEPT
3162CG3042 NC NC
POSITION DIFFERENCE - AUTOMATIC DISPLAY
STATUS: ACCEPT
3162CG3046 NC NC
WEATHER RADAR MODE/GAIN/TILT ANGLE -
DISPLAYED
STATUS: ACCEPT
89
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 9
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
3162CG3050 NC NC
TCAS TRAFFIC ON MAP
STATUS: ACCEPT
3162CG3052 NC NC
TCAS RESOLUTION ADVISORY ON ADI
STATUS: ACCEPT
3162CG3053 NC NC
TCAS RESOLUTION ADVISORY ON IVSI
STATUS: ACCEPT
3162CG3057 NC NC
ANALOG FAILURE FLAGS - DISPLAYED
STATUS: ACCEPT
3162CH3066 NC NC
MACH AIRSPEED INDICATOR BUG #5 - 80 KNOTS
STATUS: ACCEPT
3162CH3068 NC NC
SUPPLEMENTAL METRIC DATA INDICATIONS -
DEACTIVATION
STATUS: ACCEPT
3162CH3075 NC NC
EFIS CONTROL PANEL - EFIS/MAP DISPLAY
FORMAT
STATUS: ACCEPT
3162MP3128 NC NC
ANALOG FAILURE FLAG - DELETE
STATUS: ACCEPT
3162MP3129 NC NC
SUPPLEMENTAL METRIC DATA INDICATIONS -
ACTIVATION
STATUS: ACCEPT
3162MP3131 NC NC
ENHANCED MACH AIRSPEED DISPLAY
STATUS: ACCEPT
3162MP3132 NC NC
WEATHER RADAR RANGE INDICATORS - RANGE
MARKS
STATUS: ACCEPT
3240CH3220 NC NC
NOSE LANDING GEAR WHEELS - BENDIX
STATUS: ACCEPT
90
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 10
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
3240CH3221 NC NC
MAIN LANDING GEAR WHEELS AND BRAKES -
BENDIX
STATUS: ACCEPT
3240MP3258 NC NC
NOSE LANDING GEAR - INSTALL 737-300
ALLIEDSIGNAL WHEEL IN LIEU OF EXISTING
STATUS: ACCEPT
3245CH3029 NC NC
TIRES - INSTALLATION OF SFE GOODYEAR TIRES
STATUS: ACCEPT
3324CH3010 NC NC
CEILING MOUNTED LIGHTED EXIT SIGN -
RELOCATION
STATUS: ACCEPT
3343CH3034 NC NC
ANTI-COLLISION LIGHT - SWITCH NOMENCLATURE
REVISION
STATUS: ACCEPT
3345CH3020 NC NC
LOGO LIGHTS - SYSTEM DEACTIVATION
STATUS: ACCEPT
3345MP3029 NC NC
REACTIVATION OF LOGO LIGHT SYSTEM
STATUS: ACCEPT
3350MP3079 NC NC
EGRESS LIGHTING REVISION TO ACCOMMODATE ALL
FORWARD FACING SEAT CONFIGURATION
STATUS: ACCEPT
3423CH3021 NC NC
INSTALL BFE STANDBY ATTITUDE INDICATOR
WITHOUT ILS DEVIATION DISPLAY IN LIEU OF
SFE INDICATOR
STATUS: ACCEPT
3423CH3026 NC NC
STANDBY INDICATOR - SFE SEXTANT IN LIEU OF
BFE JET
STATUS: ACCEPT
3431CG3051 NC NC
ILS - INSTALLATION - BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
91
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 11
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
3433CG3058 NC NC
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
3435CH3028 $*** $***
FLIGHT DYNAMICS CAPTAIN ONLY HEAD UP
GUIDANCE SYSTEM - PARTIAL PROVISIONS
STATUS: ACCEPT
3443CH3118 $*** $***
WEATHER RADAR SYSTEM - ARINC 708A SINGLE
WEATHER RADAR SYSTEM WITH PREDICTIVE
WINDSHEAR - PARTIAL PROVISIONS
STATUS: ACCEPT
3443CH3154 NC NC
ARINC 708 WEATHER RADAR SYSTEM -
INSTALLATION - BFE ALLIEDSIGNAL INC (WITH
DEACTIVATED PREDICTIVE WINDSHEAR FEATURE
R/T RDR-4B)
STATUS: ACCEPT
3445CH3197 NC NC
TCAS II - INSTALLATION - BFE ALLIEDSIGNAL
INC
STATUS: ACCEPT
3451CG3005 NC NC
VOR/MARKER BEACON - INSTALLATION - BFE
ALLIEDSIGNAL INC
STATUS: ACCEPT
3455CG3120 NC NC
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ALLIEDSIGNAL INC
(SCANNING)
STATUS: ACCEPT
3457CG3088 NC NC
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE ALLIEDSIGNAL INC
STATUS: ACCEPT
3457CG3092 NC NC
AUTOMATIC DIRECTION FINDER (ADF) CONTROL
PANEL - INSTALLATION - BFE GABLES
ENGINEERING INC
STATUS: ACCEPT
3457MP3132 NC NC
ADF CONTROL PANEL REVISION - ADD GABLES
G7402-05 IN LIEU OF EXISTING
STATUS: ACCEPT
92
Attachment to
Southwest Airlines Co.
6-1162-RLL-2036 Page 12
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
3457MP3133 NC NC
ADF ANTENNA REVISION - ADD ALLIEDSIGNAL
2041683-7507 IN LIEU OF EXISTING
STATUS: ACCEPT
3458CH3091 NC NC
GPS PROVISIONS - ADD COMPONENTS REQUIRED TO
PROVIDE COMPLETE PROVISIONS
STATUS: ACCEPT
3458CH3092 $*** $***
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - HONEYWELL INC (SUPPLEMENTAL
NAVIGATION CERTIFICATION)
STATUS: ACCEPT
3461CG3403 NC NC
BUYER FURNISHED NAVIGATION DATA BASE
STATUS: ACCEPT
3461CH3485 NC NC
VERTICAL NAVIGATION (VNAV)
ACTIVATE/DEACTIVATE SERVICE BULLETIN
STATUS: ACCEPT
3461CH3489 $*** $***
FLIGHT MANAGEMENT COMPUTER SYSTEM REVISION
- CERTIFICATION FOR SINGLE COMPUTER
OPERATION ONLY
STATUS: ACCEPT
3510CG3089 NC NC
CREW OXYGEN - 114 CU. FT. IN LIEU OF 76 CU.
FT. CYLINDER
STATUS: ACCEPT
3830MP3025 NC NC
INSTALLATION OF PNEUDRAULICS INC. 4"
SERVICE PANEL LAVATORY DRAIN VALVE P/N 9569
IN LIEU OF CURRENT XXXX VALVE
STATUS: ACCEPT
3831MP3019 $*** $***
XXXX WATER DRAIN ROUTING REVISION - LEVEL
LINE IN LIEU OF SLANTED LINE
STATUS: ACCEPT
3832CH3071 NC NC
VACUUM LAVATORY SYSTEM IN LIEU OF
RECIRCULATING LAVATORY - LAVS A AND B
STATUS: ACCEPT
3910CH3113 NC NC
RELOCATE ATC CONTROL PANEL
STATUS: ACCEPT
93
PRICE F/O
PER A/P PRICE
SWA3701 SWA3701 F/O
CR / TITLE 92 $ 92$
======================================================= =========== ===========
3910CH3122 NC NC
AFT ELECTRONICS PANEL ARRANGEMENT
STATUS: ACCEPT
5100CH3026 NC NC
ADDITIONAL CORROSION PROTECTION BENEATH
GALLEYS AND LAVS
STATUS: ACCEPT
5100CH3027 NC NC
FWD AND AFT CARGO DOOR REVISION - INSTALL
HEAVY DUTY SKIN
STATUS: ACCEPT
5100MP3030 NC NC
REMOVE ADDITIONAL CORROSION PROTECTION
ADDED BY CR 5100CH3026
STATUS: ACCEPT
5220MP3012 NC NC
OVERWING HATCH ASSIST HANDLE REVISION -
INSTALL RECESSED HANDLE IN LIEU OF
PROTRUDING HANDLE
STATUS: ACCEPT
7200CG3244 IB IB
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 22,000 LBS. FOR
737-600,-700
STATUS: ACCEPT
7900CG3026 NC NC
LUBRICATING OIL - ESSO/EXXON TURBO OIL 2380
STATUS: ACCEPT
CR'S 138 TOTAL $*** $***
94
6-1162-RLL-2037
Southwest Airlines Co.
X.X. Xxx 00000
Xxxxxx, Xxxxx 00000-0000
Subject: Letter Agreement No. 6-1162-RLL-2037 to
Purchase Agreement No. 1810 - Reconciliation of the
Aircraft Basic Price
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1810 (the Agreement)
between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating
to the sale by Boeing and the purchase by Buyer of Model 737-7H4 aircraft (the
Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
1. Reconciliation of the Aircraft Basic Price
During the course of recent negotiations, Boeing and Buyer reviewed and
mutually agreed to the pricing for the Aircraft. The price elements for the
prices set forth in Article 3.2 of the Agreement are documented in the
Attachment to this Letter Agreement.
95
2. Confidential Treatment
Buyer understands that certain commercial and financial information
contained in this Letter Agreement are 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
6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
------------------------
Its Attorney-in-Fact
-----------------------
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
------------------------
Its EVP-COO
-----------------------
Attachment ***
96
6-1162-RLL-2073
Southwest Airlines Co.
X.X. Xxx 00000
Xxxxxx, Xxxxx 00000-0000
Subject: Letter Agreement No. 6-1162-RLL-2073 to
Purchase Agreement No. 1810 - ***
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1810 (the Agreement)
between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating
to the sale by Boeing and the purchase by Buyer of Model 737-7H4 aircraft (the
Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
1. Customized Maintenance Training for Buyer
Buyer and Boeing agree that the maintenance training, as described
below, will be provided to Buyer in lieu of the maintenance training as
described in Exhibit C, Part A, Paragraphs 3.1, 3.2, 3.3 and 3.4 of the
Agreement.
***
5. Confidential Treatment
Buyer understands that certain commercial and financial information
contained in this Letter Agreement are 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
6-1162-RLL-934R1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Xxx Xxxxx
------------------------
Its Attorney-in-Fact
----------------------
00
Xxxxxxxxx Xxxxxxxx Xx.
0-0000-XXX-0000 Page 2
ACCEPTED AND AGREED TO as of this
date: February 26, 0000
XXXXXXXXX XXXXXXXX CO.
By /s/ Xxxx X. Xxxxxx
------------------------
Its EVP-COO
----------------------
