EX-10.1 (A) 2 luv-12312015xex101a.htm EXHIBIT 10.1 (A)

Supplemental Agreement No. 92
to
Purchase Agreement No. 1810
between
THE BOEING COMPANY
and
SOUTHWEST AIRLINES CO.
Relating to Boeing Model 737-7H4 and 737-8H4 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 92 (SA-92) is entered into as of December 21, 2015, by and between THE BOEING COMPANY, a Delaware corporation with principal offices in Seattle, Washington, (Boeing) and SOUTHWEST AIRLINES CO., a Texas corporation with principal offices in Dallas, Texas (Buyer).
RECITALS:
WHEREAS, Buyer and Boeing entered into Purchase Agreement No. 1810 dated January 19, 1994, as amended and supplemented (Purchase Agreement), relating to the purchase and sale of Boeing Model 737-7H4 aircraft (737-7H4 Aircraft) and 737-8H4 aircraft (737-8H4 Aircraft), collectively the “Aircraft”. This SA-92 is an amendment to and is incorporated into the Purchase Agreement. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Purchase Agreement. The 737-7H4 Aircraft are also defined as “Block 700LUV Aircraft” and the 737-8H4 Aircraft as “Block 800LUV Aircraft”.
WHEREAS, Buyer has elected to substitute the purchase of twenty-five (25) Block 800LUV Aircraft in place of twenty-five (25) Block 700LUVAircraft currently listed on Table 1a to the Purchase Agreement, in accordance with the terms set forth in Letter Agreement SWA-PA-1810-LA-1105883, Aircraft Model Substitution.
WHEREAS, Boeing and Buyer desire to accelerate the scheduled delivery months for (5) Block 700LUV Aircraft substituted to Block 800LUV Aircraft in this SA-92 as follows: three (3) deliveries in May 2017 and two (2) deliveries in June 2017 accelerate to two (2) in November 2016 and three (3) in December 2016, respectively.
WHEREAS, Buyer has elected to exercise its right to purchase twelve (12) Option Aircraft with scheduled delivery months in 2017 as Block 800LUV Aircraft (Exercised Option Aircraft) in accordance with the terms set forth in Letter Agreement SWA-PA-1810-LA-1105884R1, Option Aircraft and Letter Agreement SWA-PA-1810-LA-1105883, Aircraft Model Substitution.
WHEREAS, Boeing and Buyer have previously agreed to cancel twelve (12) Option Aircraft with scheduled delivery months in 2016 (Canceled Options) pursuant to
***Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

P.A. No. 1810 | SA-92-1 |
| BOEING PROPRIETARY |

Letter Agreement SWA-PA-1810-LA-1501773, Cancelation of Option Aircraft, executed on July 6, 2015 and the parties desire to make certain administrative updates to the Purchase Agreement to reflect such cancellation.
WHEREAS, Boeing and Buyer have agreed to add twenty-one (21) incremental Block 800LUV Aircraft to the Purchase Agreement (SA-92 Incremental Aircraft), with thirteen (13) scheduled to deliver in 2017 and eight (8) scheduled to deliver in 2018.
WHEREAS, Boeing and Buyer desire to designate the remaining twelve (12) Option Aircraft scheduled to deliver in 2018, as described in Letter Agreement SWA-PA-1810-LA-1105884R1, Option Aircraft, to be Model 737-8H4 Aircraft rather than Model 737-7H4 Aircraft.
WHEREAS, Boeing and Buyer desire to add six (6) new Option Aircraft scheduled to deliver in 2018 as model 737-87H Aircraft (SA-92 Option Aircraft), resulting in a total of eighteen (18) Option Aircraft with scheduled delivery months in 2018.
WHEREAS, the parties desire to amend the Purchase Agreement as hereinafter set forth to make certain other changes;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1. TABLE OF CONTENTS.
The Table of Contents is deleted in its entirety and a new Table of Contents (attached), which lists Tables, Exhibits and Letter Agreements revised by this Supplemental Agreement No. 92 and identified by “SA-92”. Such revised Table of Contents, by this reference, is incorporated in the Purchase Agreement.
2. BASIC ARTICLES.
Article 1, Subject Matter of Sale, and Article 3, Price of Aircraft, are deleted in their entity and replaced by new Article 1 and Article 3 (attached) and incorporated into the Purchase Agreement by this reference. Such new Articles 1 and 3 reflect the incorporation of the new Table 1d, added to the Purchase Agreement in this SA-92.
3. TABLES.
3.1 Table 1a, Aircraft Delivery, Description, Price and Advance Payments - Block 700LUV Aircraft, is deleted in its entirety as the twenty-five (25) Block 700LUV Aircraft previously listed on Table 1a are substituted to Block 800LUV Aircraft in this SA-92 and will now be listed on Table 1c to the Purchase Agreement. All references to Table 1a are hereby removed from the Purchase Agreement.
3.2 Table 1c, Aircraft Information Table - Block 800LUV Aircraft (non-ETOPS Configuration), is deleted in its entirety and replaced by a new Table 1c (attached). The new Table 1c (i) adds the twenty-five (25) Block 700LUV Aircraft substituted to Block 800LUV Aircraft in this SA-92 and (ii) accelerates the scheduled delivery month for

P.A. No. 1810 | SA-92-2 |
| BOEING PROPRIETARY |

three (3) deliveries from May 2017 and two (2) deliveries from June 2017 to two (2) in November 2016 and three (3) in December 2016, respectively.
3.3 A new Table 1d, Aircraft Information Table - Block 800LUV Aircraft (non-ETOPS Configuration), is hereby added to the Purchase Agreement and lists the Exercised Option Aircraft and SA-92 Incremental Aircraft, collectively referred to hereinafter as “Table 1d Aircraft” as the context dictates.
4. EXHIBITS.
4.1 Exhibit A-5 737-7H4 Aircraft Configuration is deleted in its entirety.
4.2 Attachment B, Buyer Furnished Equipment Variables, to Exhibit E of the Purchase Agreement is deleted in its entirety and a replaced by a new Attachment B (attached) which adds the BFE on dock dates for the Table 1d Aircraft.
5. LETTER AGREEMENTS.
5.1 Letter Agreement SWA-PA-1810-LA-1001315R3, ***, is deleted in its entirety and replaced by a new Letter Agreement SWA-PA-1810-LA-1001315R4, including a revised Attachment A (attached). The new Letter Agreement reflects the (i) substitution of Aircraft 41-62 to Block 800LUV Aircraft, (ii) correction of one (1) delivery month and (iii) ***.
5.2 Letter Agreement SWA-PA-1810-LA-1003490R3, ***, is deleted in its entirety and replaced by a new Letter Agreement SWA-PA-1810-LA-1003490R4 (attached), which adds the applicability of the Table 1d Aircraft to the terms of this Letter Agreement.
5.3 Letter Agreement SWA-PA-1810-LA-1105884R1, Option Aircraft, is deleted in its entirety and replaced by a new Letter Agreement SWA-PA-1810-LA-1105884R2, including revised Attachments (attached). The new Letter Agreement reflects the (i) removal of the Canceled Options (ii) removal of the Exercised Option Aircraft (iii) substitution of 737-8H4 Aircraft as “Option Aircraft” in lieu of 737-7H4 Aircraft and (iv) addition of the SA-92 Option Aircraft.
5.4 Letter Agreement SWA-PA-1810-LA-1105886R1, ***, is deleted in its entirety and replaced by a new Letter Agreement SWA-PA-1810-LA-1105886R2 (attached), which adds the applicability of the Table 1d Aircraft to the terms of this Letter Agreement and deletes references to Table 1a and Block 700LUV Aircraft.
5.5 Letter Agreement SWA-PA-1810-LA-1105888R4, ***, is deleted in its entirety and replaced by a new Letter Agreement SWA-PA-1810-LA-1105888R5 (attached), which (i) adds the applicability of the Table 1d Aircraft to certain terms of this Letter Agreement (ii) deletes references to Table 1a and Block 700LUV Aircraft and (iii) makes administrative updates to defined terms due to changes to the Purchase Agreement
set forth in this SA-92.

P.A. No. 1810 | SA-92-3 |
| BOEING PROPRIETARY |

5.6 Letter Agreement SWA-PA-1810-LA-1303010, ***, is deleted in its entirety and replaced by a new Letter Agreement SWA-PA-1810-LA-1303010R1 (attached), which makes administrative changes including removing references to Block 700LUV Aircraft, ***.
5.7 A new Letter Agreement SWA-PA-1810-LA-1504814, ***, is hereby added to the Purchase Agreement ***.
5.8 Letter Agreement SWA-PA-01810/03729-LA-1301169, ***, no longer applies, is deleted in its entirety and marked as inactive.
6. ADVANCE PAYMENT IMPACTS.
***

[Signature page follows.]
[Remainder of page intentionally left blank.]

P.A. No. 1810 | SA-92-4 |
| BOEING PROPRIETARY |

The Purchase Agreement will be deemed to be supplemented to the extent herein provided and as so supplemented will continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.

THE BOEING COMPANY | SOUTHWEST AIRLINES CO.
By: /s/ Jon W. Lewis | By: /s/ Michael Van de Ven
Its: Attorney-In-Fact | Its: EVP &COO

P.A. No. 1810 | SA-92-5 |
| BOEING PROPRIETARY |

TABLE OF CONTENTS
|  | Page | SA
|  | Number | Number

ARTICLES

1. | Subject Matter of Sale | 1-1 | SA-92
2. | Delivery, Title and Risk |  |
| of Loss | 2-1 | SA-28
3. | Price of Aircraft | 3‑1 | SA-92
4. | Taxes | 4-1 |
5. | Payment | 5‑1 |
6. | Excusable Delay | 6‑1 |
7. | Changes to the Detail |  |
| Specification | 7-1 | SA-73
8. | Federal Aviation Requirements and |  |
| Certificates and Export License | 8-1 |
9. | Representatives, Inspection, |  |
| Flights and Test Data | 9-1 |
10. | Assignment, Resale or Lease | 10‑1 |
11. | Termination for Certain Events | 11‑1 |
12. | Product Assurance; Disclaimer and |  |
| Release; Exclusion of Liabilities; |  |
| Customer Support; Indemnification |  |
| and Insurance | 12-1 |
13. | Buyer Furnished Equipment and |  |
| Spare Parts | 13-1 |
14. | Contractual Notices and Requests | 14‑1 |
15. | Miscellaneous | 15‑1 |

P.A. No. 1810 | i |
K/SWA |  | SA-92

TABLE OF CONTENTS
|  | SA
|  | Number

TABLE

1b | Aircraft Information Table - Block 800LUV Aircraft | SA-82
1c | Aircraft Information Table - Block 800LUV Aircraft | SA-92
| (non-ETOPS Configuration) |
1d | Aircraft Information Table - Block 800LUV Aircraft | SA-92
| (non-ETOPS Configuration) |

EXHIBITS

A-6 | Aircraft Configuration - Block 800LUV Aircraft | SA-75
A-7 | Aircraft Configuration - Block 800LUV Aircraft | SA-84
| (non-ETOPS Configuration) |
B | *** | SA-75
C | Customer Support Document |
C-2 | 737-800 Customer Support Document | SA-75
D-2 | Economic Price Adjustment | SA-75
| ECI-MFG/CPI (July 2011 Base Price) |
E | Buyer Furnished Equipment | SA-75
| Provisions Document |
| Attachment A - 737-7H4 Aircraft (through 2012) |
| Attachment B - 737-8H4 Aircraft (2012-2018) | SA-92
F | Defined Terms Document |

LETTER AGREEMENTS

1810-1R1 | Waiver of Aircraft Demonstration Flight | SA-75

P.A. No. 1810 | ii |
K/SWA |  | SA-92

TABLE OF CONTENTS
|  | SA
|  | Number

RESTRICTED LETTER AGREEMENTS

6‑1162‑RLL‑932R3 | *** | SA-75
6‑1162‑RLL‑934R5 | Disclosure of Confidential Information | SA-75
6‑1162‑RLL‑941R3 | Other Matters | SA-75
6-1162-KJJ-055R1 | Structural Matters | SA-25
6-1162-KJJ-056 | Noise and Emission Matters | SA-13
6-1162-KJJ-057 | Product Development Matters | SA-13
SWA-PA-1810-LA-1001315 R4 | *** | SA-92
| Attachment A | SA-92
SWA-PA-1810-LA-1003498R1 | *** | SA-75
SWA-PA-1810-LA-1003490R4 | *** | SA-92
SWA-PA-1810-LA-1003367R1 | *** | SA-75
SWA-PA-1810-LA-1105883 | Aircraft Model Substitution | SA-75
SWA-PA-1810-LA-1105884 R2 | Option Aircraft | SA-92
| Attachment A - Model 737-8H4 Aircraft | SA-92
| Attachment B - Option Aircraft Information Table | SA-92
SWA-PA-1810-LA-1105885R3 | *** | SA-90
SWA-PA-1810-LA-1105886 R2 | *** | SA-92
SWA-PA-1810-LA-1105887 | *** | SA-75
SWA-PA-1810-LA-1105888 R5 | *** | SA-92
SWA-PA-1810-LA-1105889 | *** | SA-75
SWA-PA-1810-LA-1303010 R1 | *** | SA-92
SWA-PA-1810-LA-1504814 | *** | SA-92

P.A. No. 1810 | iii |
K/SWA |  | SA-92

TABLE OF CONTENTS

ADDITIONAL LETTERS (FOR REFERENCE) - INACTIVE (as of SA-82)
6-1162-MSA-288 | Business Offer - Enhanced Ground Proximity
| Warning System (EGPWS) - Activiation - Peaks
| and Obstacles Feature
| (Not applicable to Block 700LUV & Block 800LUV Aircraft)
6-1162-JMG-501R2 | Business Offer - ACARS package
| (Not applicable to Block 700LUV & Block 800LUV Aircraft)

INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS
TABLE

Table | Last Updated under SA | Current Status
1 | Aircraft Information Table | SA-75 | Inactive
2 | Option Aircraft Information Table | SA-74 | Deleted under SA-75
1a | Aircraft Information Table - Block 700LUV Aircraft | SA-91 | Deleted Under SA-92

EXHIBITS

Exhibits | Title | Last Updated under SA | Current Status
A | Aircraft Configuration - 737-700 | SA-36 | Inactive
A-Winglet | Aircraft Configuration | SA-36 | Inactive
A-1-Winglet | Aircraft Configuration | SA-36 | Inactive
A-1A | Aircraft Configuration - 737-700 Block T-W-2c | SA-36 | Inactive
A-2 | Aircraft Configuration - 737-700 Block T-W-2 / T-W-2a | SA-47 | Inactive
A-3 | Aircraft Configuration - 737-700 Block T-W-2 / T-W-2a | SA-61 | Inactive
A-4 | Aircraft Configuration - 737-700 Block T-W-2b Aircraft | SA-66 | Inactive
A-5 | Aircraft Configuration - Block 700LUV Aircraft | SA-75 | Deleted under SA-92
C.2 | 737-800 Customer Support Variables | SA-71 | Deleted under SA-75
D | Price Adjustment Due to Economic Fluctuations - Aircraft Price Adjustment (July 1992 Base Price) |  | Inactive
D-1 | Price Adjustment Due to Economic Fluctuations - | SA-13 | Inactive

P.A. No. 1810 | iv |
K/SWA |  | SA-92

TABLE OF CONTENTS

Exhibits | Title | Lase Updated under SA | Current Status
| Aircraft Price Adjustment (July 1999 Base Price) |  |
E.2 | 737-800 Buyer Furnished Equipment Provisions Document | SA-73 | Deleted under SA-75

RESTRICTED LETTER AGREEMENTS

Letter Agreement | Title | Last Updated under SA | Current Status
6‑1162‑RLL‑933R21 | Option Aircraft | SA-60 | Deleted under SA-75
6‑1162‑RLL‑935R1 | Performance Guarantees | SA-1 | Inactive
6‑1162‑RLL‑936R4 | Certain Contractual Matters | SA-4 | Inactive
6‑1162‑RLL‑937 | Alternate Advance Payment Schedule |  | Inactive
6‑1162‑RLL‑938 | *** |  | Inactive
6‑1162‑RLL‑939R1 | Certification Flight Test Aircraft | SA-1 | Inactive
6‑1162‑RLL‑940R1 | Training Matters | SA-1 | Inactive
6‑1162‑RLL‑942 | Open Configuration Matters |  | Inactive
6‑1162‑RLL‑943R1 | Substitution Rights | SA-6 | Deleted under SA 75
6‑1162‑RLL‑944 | *** |  | Inactive
6-1162-RLL-945 | Comparison of 737-7H4 and 737-3H4 Block Fuel Burn |  | Inactive
6-1162-RLL-1855R3 | Additional Contractual Matters | SA-4 | Inactive
6-1162-RLL-1856 | *** | SA-1 | Inactive
6-1162-RLL-1857 | Service Ready Validation Program Field Test | SA-1 | Inactive
6-1162-RLL-1858R1 | Escalation Matters | SA-4 | Inactive
6-1162-RLL-2036 | Amortization of Costs for Customer Unique Changes | SA-1 | Inactive
6-1162-RLL-2037 | Reconciliation of the Aircraft Basic Price | SA-1 | Inactive
6-1162-RLL-2073 | Maintenance Training Matters | SA-1 | Inactive
6-1162-KJJ-058R1 | Additional Substitution Rights | SA-71 | Deleted under SA-75
6-1162-KJJ-150 | Flight Control Computer & Mode Control Panel Spares Matter | SA-14 | Inactive
6-1162-MSA-185R3 | Delivery Change Contractual Matters | SA-21 | Inactive
6-1162-JMG-747R1 | *** | SA-36 | Inactive

P.A. No. 1810 | v |
K/SWA |  | SA-92

TABLE OF CONTENTS

Letter Agreement | Title | Last Updated under SA | Current Status
6-1162-CHL-217 | Rescheduled Flight Test Aircraft | SA-32 | Inactive
6-1162-NIW-606R1 | *** | SA-36 | Inactive
6-1162-NIW-640 | Early Delivery of Two April 2004 Aircraft | SA-35 | Inactive
6-1162-NIW-889 | Warranty - Exterior Color Schemes and Markings for YA143 and on | SA-39 | Inactive
6-1162-NIW-1142 | *** | SA-43 | Inactive
6-1162-NIW-1369 | *** | SA-46 | Inactive
6-1162-NIW-1983 | *** | SA-62 | Inactive
SWA-PA-1810-LA-1000419 | *** | SA-64 | Inactive
6-1162-NIW-890R1 | *** | SA-75 SA-39 | Inactive
6-1162-KJJ-054R2 | Business Matters | SA-75 | Inactive
6-1162-JMG-669R9 | *** | SA-75 SA-75 SA-54 | Inactive
SWA-PA-1810-LA-02710R1 | *** | SA-72 | Inactive
SWA-PA-01810/03729-LA-1301169 | *** | SA-2 to PA 3729 | Inactive

P.A. No. 1810 | vi |
K/SWA |  | SA-92

ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft.
1.1.1 The Aircraft - Model 737-700 (Block A through L, Block T, and Block 700LUV). Subject to the terms and conditions of this Agreement, Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Boeing of the Boeing Model 737‑7H4 aircraft listed in Table 1 and Table 1a, “Aircraft Information Table,” of this Agreement which are identified therein as the Block A through L Aircraft, Block T Aircraft (including Block T-W, T-W-1/T-W-1a, T-W-2/T-W-2a, T-W-2b, and T-W-2c), and Block 700LUV Aircraft, collectively referred to as the “737-7H4 Aircraft,” and manufactured in accordance with the configuration described in Exhibit A, Exhibit A-Winglet, Exhibit A-1-Winglet, Exhibit A-1A, Exhibit A-2, Exhibit A-3, Exhibit A-4, or Exhibit A-5 as applicable, as modified from time to time in accordance with this Agreement (737-7H4 Detail Specification).
1.1.2 The Aircraft - Model 737-800 (Block 800LUV). Subject to the terms and conditions of this Agreement, Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Boeing of the Boeing Model 737‑8H4 aircraft listed in Table 1b, Table 1c and Table 1d, “Aircraft Information Table,” to this Agreement which are identified therein as the Block 800LUV Aircraft, referred to as the “737-8H4 Aircraft,” and manufactured in accordance with the configuration described in Exhibit A-6 and Exhibit A-7, as applicable and as modified from time to time in accordance with this Agreement (737-8H4 Detail Specification).
1.1.3 The 737-7H4 Aircraft and 737-8H4 Aircraft described in this Article 1 shall be collectively referred to as the Aircraft (the Aircraft); and
1.1.4 The 737-7H4 Detail Specification and 737-8H4 Detail Specification described in this Article 1 shall be collectively referred to as the Detail Specification (Detail Specification).
1.2 Additional Goods and Services. In connection with the sale of the Aircraft, Boeing will also provide to Buyer certain other things under this Agreement, including data, documents, training and services, all as described in this Agreement.
1.3 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

P.A. No. 1810 | 1-1 |
|  | SA-92

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.

P.A. No. 1810 | 1-2 |
|  | SA-92

ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features incorporated in Exhibit A, Exhibit A-Winglet, Exhibit A-1-Winglet, Exhibit A-1A, Exhibit A-3, Exhibit A-4, Exhibit A-5, Exhibit A-6, or Exhibit A-7 collectively referred to as “Exhibit A,” as applicable, which have been selected by Buyer.
3.1.2 Base Aircraft Price is the Aircraft Basic Price excluding the price of Special Features.
3.1.3 Aircraft Basic Price is comprised of the Base Aircraft Price and the price of the Special Features.
3.1.4 Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Aircraft and Special Features) as calculated pursuant to Exhibit D, Exhibit D-1, or Exhibit D-2 as applicable.
3.1.5 Aircraft Price is the total amount Buyer is to pay for the Aircraft at the time of delivery.
3.2 Aircraft Basic Price.
3.2.1 The Aircraft Basic Price for Block A through L Aircraft, is expressed in July 1992 dollars.
3.2.2 The Aircraft Basic Price for Block T Aircraft, Block T-W Aircraft, Block T-W-1 Aircraft, Block T-W-1a Aircraft, Block T-W-2 Aircraft Block T-W-2a Aircraft, Block T-W-2b, and Block T-W-2c is expressed in July 1999 dollars as set forth in Table 1 of the Agreement.
3.2.3 The Aircraft Basic Price for Block 700LUV Aircraft and Block 800LUV Aircraft is expressed in July 2011 dollars as set forth in Table 1a and Tables 1b, 1c and 1 d, respectively, of the Agreement.
3.3 Aircraft Price. The Aircraft Price will be established at the time of delivery of such Aircraft to Buyer and will be the sum of:
3.3.1 the Aircraft Basic Price, which is *** for the Block A, B, C, D and E Aircraft,*** for the Block F and G Aircraft,*** for the Block H Aircraft,*** for the Block I Aircraft,

P.A. No. 1810 | 3-1 | SA-92
K/SWA |  |

*** for the Block J Aircraft, *** for the Block K Aircraft and *** for the Block L Aircraft, *** for the Block T Aircraft, ***for the Block T-W Aircraft, *** for the Block T-W-1 Aircraft, the Block T-W-1a Aircraft, the Block T-W-2 Aircraft, the Block T-W-2a, *** for the Block T-W-2b Aircraft, *** for the Block T-W-2c Aircraft, *** for the Block 700LUV Aircraft, and *** for the Block 800LUV Aircraft; plus
3.3.2 the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to the formulas set forth in Exhibit D (Price Adjustments Due to Economic Fluctuations - Aircraft) for Block A through L Aircraft; in Exhibit D-1 (Price Adjustments Due to Economic Fluctuations - Aircraft) for Block T Aircraft, Block T-W Aircraft, Block T-W-1 Aircraft, Block T-W-1a Aircraft, Block T-W-2 Aircraft, Block T-W-2a Aircraft, Block T-W-2b Aircraft, and Block T-W-2c Aircraft; and in Exhibit D-2 (Price Adjustment Due to Economic Fluctuations - Aircraft Price Adjustment) for Block 700LUV Aircraft and Block 800LUV Aircraft; plus
3.3.3 other price adjustments made pursuant to this Agreement or other written agreements executed by Boeing and Buyer.
3.4 Advance Payment Base Price.
3.4.1 Advance Payment Base Price. For advance payment purposes, the following estimated delivery prices of the Aircraft (Advance Payment Base Price) have been established, using currently available forecasts of the escalation factors used by Boeing as of the date of signing this Agreement, or as of the date amended. The Advance Payment Base Price of each Aircraft is set forth in Table 1, Table 1a, Table 1b, Table 1c and Table 1d.
3.4.2 Adjustment of Advance Payment Base Prices - Long‑Lead Aircraft (Aircraft with delivery prior to 2012). For Aircraft scheduled for delivery 36 months or more after the date of this Agreement, the Advance Payment Base Prices

P.A. No. 1810 | 3-2 | SA-92
K/SWA |  |

appearing in Table 1 will be used to determine the amount of the first advance payment to be made by Buyer on the Aircraft. No later than 25 months before the scheduled month of delivery of each affected Aircraft, Boeing will increase or decrease the Advance Payment Base Price of such Aircraft as required to reflect the effects of (i) any adjustments in the Aircraft Basic Price pursuant to this Agreement and (ii) the then‑current forecasted escalation factors used by Boeing. Boeing will provide the adjusted Advance Payment Base Prices for each affected Aircraft to Buyer, and the advance payment schedule will be considered amended to substitute such adjusted Advance Payment Base Price.

P.A. No. 1810 | 3-3 | SA-92
K/SWA |  |

Table 1c to
Purchase Agreement No. PA-01810
Aircraft Delivery, Description, Price and Advance Payments
Block 800LUV Aircraft (non-ETOPS Configuration)

Airframe Model/MTOW: | 737-800 | 174200 pounds | Detail Specification: | D019A001SWA38P-1 Rev C (3/29/2013)

Engine Model/Thrust: | CFM56-7B27 | 27300 pounds | Note 1 | Base Aircraft Price Base Year/Escalation Formula: | Jul-11 | ECI-MFG/CPI

Base Aircraft Price: | *** |  | Engine Price Base Year/Escalation Formula: | N/A | N/A

Special Features: | ***

Add'l Features/Changes | ***

Total Special Features (Exhibit A-7) | ***

Sub-Total of Airframe and Features: | *** |  | Aircraft Price Escalation Data:

Engine Price (Per Aircraft): | *** |  | Base Year Index (ECI): | ***

Aircraft Basic Price (Excluding BFE/SPE): | *** |  | Base Year Index (CPI): | ***

Buyer Furnished Equipment (BFE) Estimate: | ***

Seller Purchased Equipment (SPE) Estimate: | ***

Delivery Date | Number of Aircraft | Escalation Factor (Airframe) | Aircraft Serial Number | Escalation Forecast | Sub-Block Note 2 | Escalation Estimate Adv Payment Base Price Per A/P | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
At Signing *** | 24 Mos. *** | 21/18/12/9/6 Mos. *** | Total ***
Sep-2013 | 3 | *** | 36933, 36912, 36914 | *** |  | *** | *** | *** | *** | ***
Nov-2013 | 3 | *** | 36915, 33939, 42526 | *** |  | *** | *** | *** | *** | ***
Dec-2013 | 3 | *** | 36917, 36919, 36731 | *** |  | *** | *** | *** | *** | ***
Mar-2014 | 2 | *** | 37004, 36896 | *** |  | *** | *** | *** | *** | ***
Apr-2014 | 3 | *** | 42384, 36894, 36895 | *** |  | *** | *** | *** | *** | ***
May-2014 | 3 | *** | 36897, 42385, 42521 | *** |  | *** | *** | *** | *** | ***
Jun-2014 | 4 | *** | 36898, 36905, 42522, 42523 | *** |  | *** | *** | *** | *** | ***
Jun-2014 | 2 | *** | 60082, 60083 | *** | OPEX | *** | *** | *** | *** | ***
Jul-2014 | 1 | *** | 36911 | *** |  | *** | *** | *** | *** | ***
Jul-2014 | 3 | *** | 60084, 60085, 60086 | *** | OPEX | *** | *** | *** | *** | ***
Aug-2014 | 4 | *** | 36907, 42525, 36935, 42528 | *** |  | *** | *** | *** | *** | ***
Sep-2014 | 2 | *** | 42527, 42531 | *** |  | *** | *** | *** | *** | ***
Sep-2014 | 1 | *** | 36909 | *** |  | *** | *** | *** | *** | ***
Oct-2014 | 1 | *** | 36920 | *** |  | *** | *** | *** | *** | ***
Nov-2014 | 1 | *** | 36971 | *** |  | *** | *** | *** | *** | ***

SWA-PA-01810 |  | SA-92
63879 / 63887 / 64110 / 64111 / 66379 / 68788 / 70150 / 73631 / 82233 | Boeing Proprietary | Page 1

Table 1c to
Purchase Agreement No. PA-01810
Aircraft Delivery, Description, Price and Advance Payments
Block 800LUV Aircraft (non-ETOPS Configuration)

Delivery Date | Number of Aircraft | Escalation Factor (Airframe) | Aircraft Serial Number | Escalation Forecast | Sub-Block Note 2 | Escalation Estimate Adv Payment Base Price Per A/P | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
At Signing *** | 24 Mos. *** | 21/18/12/9/6 Mos. *** | Total ***
Dec-2014 | 2 | *** | 37037, 37045 | *** |  | *** | *** | *** | *** | ***
Dec-2014 | 2 | *** | 42529, 42530 | *** |  | *** | *** | *** | *** | ***
Dec-2014 | 2 | ***Note 3 | 42524, 35973 | *** |  | *** | *** | *** | *** | ***
Jan-2015 | 2 | *** | 36899, 42535 | *** |  | *** | *** | *** | *** | ***
Feb-2015 | 3 | *** | 36901, 36654, 36906 | *** |  | *** | *** | *** | *** | ***
Mar-2015 | 2 | *** | 36902, 36936 | *** |  | *** | *** | *** | *** | ***
Apr-2015 | 2 | *** | 36649, 36652 | *** |  | *** | *** | *** | *** | ***
May-2015 | 2 | *** | 36903, 36657 | *** |  | *** | *** | *** | *** | ***
Jun-2015 | 2 | *** | 36655, 36656 | *** |  | *** | *** | *** | *** | ***
Nov-2015 | 3 | *** | 36937, 36715, 36940 | *** |  | *** | *** | *** | *** | ***
Dec-2015 | 3 | *** | 36941, 36734, 35976 | *** |  | *** | *** | *** | *** | ***
Jan-2016 | 2 | *** | 36650, 36735 | *** |  | *** | *** | *** | *** | ***
Feb-2016 | 3 | *** | 36904, 36932, 36737 | *** |  | *** | *** | *** | *** | ***
Mar-2016 | 2 | *** | 36651, 36738 | *** |  | *** | *** | *** | *** | ***
Apr-2016 | 1 | *** | 36653 | *** |  | *** | *** | *** | *** | ***
May-2016 | 5 | *** | 36658, 36939, 33937, 36938, 36723 | *** |  | *** | *** | *** | *** | ***
Jun-2016 | 1 | *** | 36916 | *** |  | *** | *** | *** | *** | ***
Jul-2016 | 3 | *** | 36921, 36945, 33942 | *** |  | *** | *** | *** | *** | ***
Aug-2016 | 4 | *** | 36678, 36661, 35965, 36728 | *** |  | *** | *** | *** | *** | ***
Sep-2016 | 3 | *** | 36977, 36923, 41530 | *** |  | *** | *** | *** | *** | ***
Oct-2016 | 3 | *** | 36666, 38812, 38813 | *** |  | *** | *** | *** | *** | ***
Nov-2016 | 3 | *** | 36670, 38814, 41531 | *** |  | *** | *** | *** | *** | ***
Nov-2016 | 2 | *** | 36925, 36944 | *** |  | *** | *** | *** | *** | ***
Dec-2016 | 1 | *** | 38816 | *** |  | *** | *** | *** | *** | ***
Dec-2016 | 3 | *** | 36975, 36943, 36976 | *** |  | *** | *** | *** | *** | ***
Jan-2017 | 2 | *** | 42532, 36910 | *** |  | *** | *** | *** | *** | ***
Feb-2017 | 3 | *** | 36969, 36970, 36922 | *** |  | *** | *** | *** | *** | ***
Mar-2017 | 3 | *** | 36972, 36949, 36946 | *** |  | *** | *** | *** | *** | ***
Apr-2017 | 2 | *** | 36974, 36927 | *** |  | *** | *** | *** | *** | ***

SWA-PA-01810 |  | SA-92
63879 / 63887 / 64110 / 64111 / 66379 / 68788 / 70150 / 73631 / 82233 | Boeing Proprietary | Page 2

Table 1c to
Purchase Agreement No. PA-01810
Aircraft Delivery, Description, Price and Advance Payments
Block 800LUV Aircraft (non-ETOPS Configuration)

Delivery Date | Number of Aircraft | Escalation Factor (Airframe) | Aircraft Serial Number | Escalation Forecast | Sub-Block Note 2 | Escalation Estimate Adv Payment Base Price Per A/P | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
At Signing *** | 24 Mos. *** | 21/18/12/9/6 Mos. *** | Total ***
Jan-2018 | 1 | *** | 36926 | *** |  | *** | *** | *** | *** | ***
Feb-2018 | 2 | *** | 42545, 42533 | *** |  | *** | *** | *** | *** | ***
Mar-2018 | 2 | *** | 42534, 36928 | *** |  | *** | *** | *** | *** | ***
Apr-2018 | 3 | *** | 36968, 36952, 36954 | *** |  | *** | *** | *** | *** | ***
May-2018 | 2 | *** | 36951, 36957 | *** |  | *** | *** | *** | *** | ***
Total: | 117 |  |  |  |  |  |  |  |  |

Notes:
1) ***
2) The sub-block identifier is used to denote applicability of certain business terms as referenced in Letter Agreement SWA-PA-181 0-LA-11 0 5888R4 to the Purchase Agreement.
3) ***

SWA-PA-01810 |  | SA-92
63879 / 63887 / 64110 / 64111 / 66379 / 68788 / 70150 / 73631 / 82233 | Boeing Proprietary | Page 3

Table 1d To
Purchase Agreement No. PA-01810
Aircraft Delivery, Description, Price and Advance Payments
Block 800LUV Aircraft (non-ETOPS Configuration)

Airframe Model/MTOW: | 737-800 | 174,200 pounds | Detail Specification: | D019A001SWA38 (1/9/2015)

Engine Model/Thrust: | CFM56-7B27 | 27,300 pounds | Airframe Price Base Year/Escalation Formula: | Jul-11 | ECI-MFG/CPI

Airframe Price: | *** |  | Engine Price Base Year/Escalation Formula: | N/A | N/A

Optional Features: | ***

Sub-Total of Airframe and Features: | *** |  | Airframe Escalation Data:

Engine Price (Per Aircraft): | *** |  | Base Year Index (ECI): | ***

Aircraft Basic Price (Excluding BFE/SPE): | *** |  | Base Year Index (CPI): | ***

Buyer Furnished Equipment (BFE) Estimate: | ***

Seller Purchased Equipment (SPE) Estimate: | ***

Deposit per Exercised Option Aircraft (OPEX): | ***

Delivery Date | Number of Aircraft | Escalation Factor (Airframe) | Aircraft Serial Number |  | Escalation Estimate Adv Payment Base Price Per A/P | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
At Signing *** | 24 Mos. *** | 21/18/12/9/6 Mos. *** | Total ***
May-2017 | 2 | *** |  | OPEX | *** | *** | *** | *** | ***
Jun-2017 | 1 | *** |  | OPEX | *** | *** | *** | *** | ***
Jul-2017 | 1 | *** |  |  | *** | *** | *** | *** | ***
Jul-2017 | 2 | *** |  | OPEX | *** | *** | *** | *** | ***
Sep-2017 | 5 | *** |  |  | *** | *** | *** | *** | ***
Oct-2017 | 3 | *** |  |  | *** | *** | *** | *** | ***
Oct-2017 | 1 | *** |  | OPEX | *** | *** | *** | *** | ***
Nov-2017 | 2 | *** |  |  | *** | *** | *** | *** | ***
Nov-2017 | 2 | *** |  | OPEX | *** | *** | *** | *** | ***
Dec-2017 | 2 | *** |  |  | *** | *** | *** | *** | ***
Dec-2017 | 4 | *** |  | OPEX | *** | *** | *** | *** | ***
Jan-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***
Feb-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***

SWA-PA-01810 |  | SA-92
82233 | Boeing Proprietary | Page 1

Table 1d To
Purchase Agreement No. PA-01810
Aircraft Delivery, Description, Price and Advance Payments
Block 800LUV Aircraft (non-ETOPS Configuration)

Delivery Date | Number of Aircraft | Escalation Factor (Airframe) | Aircraft Serial Number |  | Escalation Estimate Adv Payment Base Price Per A/P | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
At Signing *** | 24 Mos. *** | 21/18/12/9/6 Mos. *** | Total ***
May-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***
Jun-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***
Total: | 33 |  |  |  |  |  |  |  |

Notes:
1) ***

SWA-PA-01810 |  | SA-92
82233 | Boeing Proprietary | Page 2

Attachment B to Exhibit E of PA 1810
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL737-7H4 and 737-8H4 AIRCRAFT
This Attachment B to Exhibit E of Purchase Agreement No. 1810 contains supplier selection dates, preliminary on-dock dates and other requirements applicable to the 737-7H4 Aircraft and 737-8H4 Aircraft.
1. Supplier Selection for 737-8H4 Aircraft.
Buyer will select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

Galley System | March 1, 2011 Completed
Galley Inserts | March 1, 2011 Completed
Seats (passenger) | January 17, 2011 Completed
Miscellaneous Emergency Equipment | March 1, 2011 Completed

2. Preliminary On-dock Dates for 737-7H4 Aircraft & 737-8H4 Aircraft.
For planning purposes, preliminary BFE on-dock dates are set forth below:

| Preliminary On-Dock Dates Month of Delivery
Item | Mar 2012 | Apr 2012 | May 2012 | Jun-2012 | Jul 2012 | Aug 2012 | Sep 2012
Seats | 1/23/2012 | 2/21/2012 | 3/22/2012 | 4/20/2012 | 5/22/2012 | 6/21/2012 | 7/23/2012
Galleys/Furnishings | 1/16/2012 | 2/14/2012 | 3/15/2012 | 4/13/2012 | 5/15/2012 | 6/14/2012 | 7/16/2012
Antennas & Mounting Equipment | 11/23/2011 | 12/21/2011 | 1/23/2012 | 2/20/2012 | 3/22/2012 | 4/20/2012 | 5/23/2012
Avionics | 1/16/2012 | 2/14/2012 | 3/15/2012 | 4/13/2012 | 5/15/2012 | 6/14/2012 | 7/16/2012
Cabin Systems Equipment | 1/16/2012 | 2/14/2012 | 3/15/2012 | 4/13/2012 | 5/15/2012 | 6/14/2012 | 7/16/2012

Attachment B to Exhibit E of PA 1810 |  | SA-92
|  | Page 1
| BOEING PROPRIETARY |

Miscellaneous Emergency Equipment | 1/16/2012 | 2/14/2012 | 3/15/2012 | 4/13/2012 | 5/15/2012 | 6/14/2012 | 7/16/2012
Textiles/Raw Material | 9/29/2011 | 10/28/2011 | 12/1/2011 | 1/10/2012 | 2/9/2012 | 3/9/2012 | 4/9/2012
Cargo Systems (Singe Aisle Programs) | 1/3/2012 | 1/31/2012 | 3/1/2012 | 3/30/2012 | 5/1/2012 | 5/31/2012 | 7/2/2012
Provision Kits (Single Aisle Programs) | 9/2/2011 | 9/30/2011 | 11/1/2011 | 11/30/2011 | 1/3/2012 | 1/31/2012 | 3/2/2012
Radomes (Single Aisle Programs) | 12/16/2011 | 1/13/2012 | 2/15/2012 | 3/13/2012 | 4/16/2012 | 5/14/2012 | 6/15/2012

| Preliminary On-Dock Dates Month of Delivery
Item | Oct 2012 | Nov 2012 | Dec 2012 | Jan-2013 | Feb-2013 | Mar-2013 | Apr-2013
Seats | 8/23/2012 | 9/20/2012 | 10/23/2012 | 11/20/2012 | 12/13/2012 | 1/23/2013 | 2/20/2013
Galleys/Furnishings | 8/16/2012 | 9/13/2012 | 10/16/2012 | 11/13/2012 | 12/6/2012 | 1/16/2013 | 2/13/2013
Antennas & Mounting Equipment | 6/22/2012 | 7/20/2012 | 8/23/2012 | 9/20/2012 | 10/12/2012 | 11/21/2012 | 12/20/2012
Avionics | 8/16/2012 | 9/13/2012 | 10/16/2012 | 11/13/2012 | 12/6/2012 | 1/16/2013 | 2/13/2013
Cabin Systems Equipment | 8/16/2012 | 9/13/2012 | 10/16/2012 | 11/13/2012 | 12/6/2012 | 1/16/2013 | 2/13/2013
Miscellaneous Emergency Equipment | 8/16/2012 | 9/13/2012 | 10/16/2012 | 11/13/2012 | 12/6/2012 | 1/16/2013 | 2/13/2013
Textiles/Raw Material | 5/10/2012 | 6/7/2012 | 7/11/2012 | 8/8/2012 | 8/29/2012 | 10/1/2012 | 10/29/2013
Cargo Systems (Singe Aisle Programs) | 8/2/2012 | 8/30/2012 | 10/2/2012 | 10/30/2012 | 11/21/2012 | 1/2/2013 | 1/30/2013
Provision Kits (Single Aisle Programs) | 4/2/2012 | 4/30/2012 | 6/1/2012 | 6/29/2012 | 7/20/2012 | 9/4/2012 | 10/1/2012
Radomes (Single Aisle Programs) | 7/16/2012 | 8/13/2012 | 9/17/2012 | 10/12/2012 | 11/6/2012 | 12/17/2012 | 1/13/2013

| Preliminary On-Dock Dates Month of Delivery
Item | May-2013 | Jun-2013 | July 2013 | Aug 2013 | Sep 2013 | Oct 2013 | Nov 2013
Seats | 3/21/2013 | 4/22/2013 | 5/22/2013 | 6/20/2013 | 7/23/2013 | 8/22/2013 | 9/20/2013
Galleys/Furnishings | 3/14/2013 | 4/15/2013 | 5/15/2013 | 6/13/2013 | 7/16/2013 | 8/15/2013 | 9/13/2013
Antennas & Mounting Equipment | 1/21/2013 | 2/22/2013 | 3/22/2013 | 4/19/2013 | 5/23/2013 | 6/21/2013 | 7/19/2013
Avionics | 3/14/2013 | 4/15/2013 | 5/15/2013 | 6/13/2013 | 7/16/2013 | 8/15/2013 | 9/13/2013
Cabin Systems Equipment | 3/14/2013 | 4/15/2013 | 5/15/2013 | 6/13/2013 | 7/16/2013 | 8/15/2013 | 9/13/2013

Attachment B to Exhibit E of PA 1810 |  | SA-92
|  | Page 2
| BOEING PROPRIETARY |

Miscellaneous Emergency Equipment | 3/14/2013 | 4/15/2013 | 5/15/2013 | 6/13/2013 | 7/16/2013 | 8/15/2013 | 9/13/2013
Textiles/Raw Material | 11/29/2012 | 1/9/2013 | 2/8/2013 | 4/5/2013 | 4/9/2013 | 5/9/2013 | 6/7/2013
Cargo Systems (Singe Aisle Programs) | 3/1/2013 | 4/1/2013 | 5/1/2013 | 5/30/2013 | 7/2/2013 | 8/1/2013 | 8/30/2013
Provision Kits (Single Aisle Programs) | 11/1/2012 | 12/3/2012 | 1/2/2013 | 1/30/2013 | 3/1/2013 | 4/1/2013 | 4/30/2013
Radomes (Single Aisle Programs) | 2/14/2013 | 3/15/2013 | 4/15/2013 | 5/13/2013 | 6/17/2013 | 7/15/2013 | 8/13/2013

| Preliminary On-Dock Dates Month of Delivery
Item | Dec 2013 | Jan 2014 | Feb 2014 | Mar-2014 | Apr 2014 | May 2014 | Jun 2014
Seats | 10/23/2013 | 11/19/2013 | 12/13/2013 | 1/23/2014 | 2/20/2014 | 3/21/2014 | 4/22/2014
Galleys/Furnishings | 10/16/2013 | 11/12/2013 | 12/6/2013 | 1/16/2014 | 2/13/2014 | 3/14/2014 | 4/15/2014
Antennas & Mounting Equipment | 8/23/2013 | 9/19/2013 | 10/14/2013 | 11/22/2013 | 12/20/2013 | 1/21/2014 | 2/21/2014
Avionics | 10/16/2013 | 11/12/2013 | 12/6/2013 | 1/16/2014 | 2/13/2014 | 3/14/2014 | 4/15/2014
Cabin Systems Equipment | 10/16/2013 | 11/12/2013 | 12/6/2013 | 1/16/2014 | 2/13/2014 | 3/14/2014 | 4/15/2014
Miscellaneous Emergency Equipment | 10/16/2013 | 11/12/2013 | 12/6/2013 | 1/16/2014 | 2/13/2014 | 3/14/2014 | 4/15/2014
Textiles/Raw Material | 7/11/2013 | 8/7/2013 | 8/29/2013 | 10/1/2013 | 10/29/2013 | 11/27/2013 | 1/9/2014
Cargo Systems (Singe Aisle Programs) | 10/2/2013 | 10/29/2013 | 11/22/2013 | 1/2/2014 | 1/30/2014 | 3/1/2014 | 4/2/2014
Provision Kits (Single Aisle Programs) | 6/3/2013 | 6/28/2013 | 7/22/2013 | 9/3/2013 | 9/30/2013 | 11/1/2013 | 12/2/2013
Radomes (Single Aisle Programs) | 10/11/2013 | 10/11/2013 | 11/6/2013 | 12/16/2013 | 1/13/2014 | 2/14/2014 | 3/14/2014

| Preliminary On-Dock Dates Month of Delivery
Item | Jul 2014 | Aug 2014 | Sep 2014 | Oct 2014 | Nov 2014 | Dec 2014 | Jan 2015
Seats | 5/21/2014 | 6/20/2014 | 7/23/2014 | 8/21/2014 | 9/23/2014 | 10/24/2014 | 11/18/2014
Galleys/Furnishings | 5/14/2014 | 6/13/2014 | 7/16/2014 | 8/14/2014 | 9/16/2014 | 10/17/2014 | 11/11/2014
Antennas & Mounting Equipment | 3/21/2014 | 6/13/2014 | 5/23/2014 | 6/20/2014 | 7/23/2014 | 8/25/2014 | 9/18/2014
Avionics | 5/14/2014 | 4/21/2014 | 7/16/2014 | 8/14/2014 | 9/16/2014 | 10/17/2014 | 11/11/2014
Cabin Systems Equipment | 5/14/2014 | 4/21/2014 | 7/16/2014 | 8/14/2014 | 9/16/2014 | 10/17/2014 | 11/11/2014

Attachment B to Exhibit E of PA 1810 |  | SA-92
|  | Page 3
| BOEING PROPRIETARY |

Miscellaneous Emergency Equipment | 5/14/2014 | 4/21/2014 | 7/16/2014 | 8/14/2014 | 9/16/2014 | 10/17/2014 | 11/11/2014
Textiles/Raw Material | 2/7/2014 | 3/10/2014 | 4/9/2014 | 5/8/2014 | 6/10/2014 | 7/14/2014 | 8/6/2014
Cargo Systems (Singe Aisle Programs) | 5/1/2014 | 5/30/2014 | 7/2/2014 | 7/31/2014 | 9/2/2014 | 10/3/2014 | 10/28/2014
Provision Kits (Single Aisle Programs) | 1/2/2014 | 1/30/2014 | 3/3/2014 | 3/31/2014 | 5/2/2014 | 8/4/2014 | 6/27/2014
Radomes (Single Aisle Programs) | 4/14/2014 | 5/13/2014 | 6/16/2014 | 7/14/2014 | 8/15/2014 | 9/17/2014 | 10/10/2014

| Preliminary On-Dock Dates Month of Delivery
Item | Feb 2015 | Mar 2015 | Apr 2015 | May 2015 | Jun 2015 | Jul 2015
Seats | 12/15/2014 | 1/22/2015 | 2/19/2015 | 3/23/2015 | 4/22/2015 | 5/21/2015
Galleys/Furnishings | 12/8/2014 | 1/15/2015 | 2/12/2015 | 3/16/2015 | 4/15/2015 | 5/14/2015
Antennas & Mounting Equipment | 10/15/2014 | 11/21/2014 | 12/19/2014 | 1/23/2015 | 2/23/2015 | 3/20/2015
Avionics | 12/8/2014 | 1/15/2015 | 2/12/2015 | 3/16/2015 | 4/15/2015 | 3/13/2015
Cabin Systems Equipment | 12/8/2014 | 1/15/2015 | 2/12/2015 | 3/16/2015 | 4/15/2015 | 5/14/2015
Miscellaneous Emergency Equipment | 12/8/2014 | 1/15/2015 | 2/12/2015 | 3/16/2015 | 4/15/2015 | 5/14/2015
Textiles/Raw Material | 8/29/2014 | 11/17/2014 | 10/28/2014 | 12/1/2014 | 1/9/2015 | 5/14/2015
Cargo Systems (Singe Aisle Programs) | 11/24/2014 | 1/2/2015 | 1/29/2015 | 3/2/2015 | 4/1/2015 | 4/30/2015
Provision Kits (Single Aisle Programs) | 7/24/2014 | 9/2/2014 | 9/29/2014 | 11/2/2015 | 12/1/2014 | 12/23/2014
Radomes (Single Aisle Programs) | 11/7/2014 | 12/15/2014 | 1/12/2015 | 2/16/2015 | 3/16/2015 | 4/14/2015

| Preliminary On-Dock Dates Month of Delivery
Item | Aug 2015 | Sep 2015 | Oct 2015 | Nov 2015 | Dec 2015 | Jan 2016
Seats | 6/22/2015 | 7/23/2015 | 8/21/2015 | 9/22/2015 | 10/22/2015 | 11/18/2015
Galleys/Furnishings | 6/15/2015 | 7/16/2015 | 8/14/2015 | 9/15/2015 | 10/15/2015 | 11/11/2015
Antennas & Mounting Equipment | 4/22/2015 | 5/22/2015 | 6/22/2015 | 7/22/2015 | 8/21/2015 | 9/18/2016
Avionics | 6/15/2015 | 7/16/2015 | 8/14/2015 | 9/15/2015 | 10/15/2015 | 11/11/2015
Cabin Systems Equipment | 6/15/2015 | 7/16/2015 | 8/14/2015 | 9/15/2015 | 10/15/2015 | 11/11/2015

Attachment B to Exhibit E of PA 1810 |  | SA-92
|  | Page 4
| BOEING PROPRIETARY |

Miscellaneous Emergency Equipment | 6/15/2015 | 7/16/2015 | 8/14/2015 | 9/15/2015 | 10/15/2015 | 11/11/2015
Textiles/Raw Material | 3/10/2015 | 4/9/2015 | 5/8/2015 | 6/9/2015 | 7/10/2015 | 8/6/2015
Cargo Systems (Singe Aisle Programs) | 5/1/2015 | 7/2/2015 | 8/1/2015 | 9/1/2015 | 10/1/2015 | 10/28/2015
Provision Kits (Single Aisle Programs) | 2/2/2015 | 3/2/2015 | 4/1/2015 | 5/1/2015 | 6/1/2015 | 6/29/2015
Radomes (Single Aisle Programs) | 5/15/2015 | 6/16/2015 | 7/14/2015 | 8/14/2015 | 9/15/2015 | 10/12/2015

| Preliminary On-Dock Dates Month of Delivery
Item | Feb 2016 | Mar 2016 | Apr 2016 | May 2016 | Jun 2016 | Jul 2016
Seats | 12/15/2015 | 1/21/2016 | 2/19/2016 | 3/23/2016 | 4/21/2016 | 5/20/2016
Galleys/Furnishings | 12/8/2015 | 1/14/2016 | 2/12/2016 | 3/16/2016 | 4/14/2016 | 5/13/2016
Antennas & Mounting Equipment | 10/15/2015 | 11/20/2015 | 12/18/2015 | 1/22/2016 | 2/22/2016 | 3/21/2016
Avionics | 12/8/2015 | 1/14/2016 | 2/12/2016 | 3/16/2016 | 4/14/2016 | 5/13/2016
Cabin Systems Equipment | 12/8/2015 | 1/14/2016 | 2/12/2016 | 3/16/2016 | 4/14/2016 | 5/13/2016
Miscellaneous Emergency Equipment | 12/8/2015 | 1/14/2016 | 2/12/2016 | 3/16/2016 | 4/14/2016 | 5/13/2016
Textiles/Raw Material | 8/31/2015 | 9/29/2015 | 10/28/2015 | 12/2/2015 | 1/11/2016 | 2/9/2016
Cargo Systems (Singe Aisle Programs) | 11/24/2015 | 12/23/2015 | 1/29/2016 | 3/2/2016 | 3/31/2016 | 4/29/2016
Provision Kits (Single Aisle Programs) | 7/24/2015 | 8/24/2015 | 9/29/2015 | 11/2/2105 | 12/1/2015 | 12/23/2015
Radomes (Single Aisle Programs) | 11/9/2015 | 12/14/2015 | 1/12/2016 | 2/16/2016 | 3/14/2016 | 4/13/2016

| Preliminary On-Dock Dates Month of Delivery
Item | Aug 2016 | Sep 2016 | Oct 2016 | Nov 2016 | Dec 2016 | Jan 2017
Seats | 6/22/2015 | 7/21/2016 | 8/23/2016 | 9/22/2016 | 10/21/2016 | 11/18/2016
Galleys/Furnishings | 6/15/2016 | 7/14/2016 | 8/16/2016 | 9/15/2016 | 10/14/2016 | 11/11/2016
Antennas & Mounting Equipment | 4/22/2016 | 5/20/2016 | 6/23/2016 | 7/22/2016 | 8/22/2106 | 9/19/2016
Avionics | 6/15/2016 | 7/14/2016 | 8/16/2016 | 9/15/2016 | 10/14/2016 | 11/11/2016
Cabin Systems Equipment | 6/15/2016 | 7/14/2016 | 8/16/2016 | 9/15/2016 | 10/14/2016 | 11/11/2016

Attachment B to Exhibit E of PA 1810 |  | SA-92
|  | Page 5
| BOEING PROPRIETARY |

Miscellaneous Emergency Equipment | 6/15/2016 | 7/14/2016 | 8/16/2016 | 9/15/2016 | 10/14/2016 | 11/11/2016
Textiles/Raw Material | 3/10/2016 | 4/7/2016 | 5/10/2016 | 6/9/2016 | 7/11/2016 | 8/9/2016
Cargo Systems (Singe Aisle Programs) | 6/1/2016 | 7/1/2016 | 8/2/2016 | 9/1/2016 | 10/1/2016 | 10/28/2016
Provision Kits (Single Aisle Programs) | 2/1/2016 | 3/1/2016 | 4/1/2016 | 5/2/2016 | 6/1/2016 | 6/28/2016
Radomes (Single Aisle Programs) | 5/16/2016 | 5/13/2016 | 7/15/2016 | 8/15/2016 | 9/14/2016 | 10/11/2016

| Preliminary On-Dock Dates Month of Delivery
Item | Feb 2017 | Mar 2017 | Apr 2017 | May 2017 | Jun 2017 | Jul 2017
Seats | 12/14/2016 | 1/23/2017 | 2/20/2017 | 3/23/2017 | 4/20/2017 | 5/22/2017
Galleys/Furnishings | 12/7/2016 | 1/16/2017 | 2/13/2017 | 3/16/2017 | 4/13/2017 | 5/15/2017
Antennas & Mounting Equipment | 10/14/2016 | 11/23/2016 | 12/20/2016 | 1/23/2017 | 2/20/2017 | 3/22/2017
Avionics | 12/7/2016 | 1/16/2017 | 2/13/2017 | 3/16/2017 | 4/13/2017 | 5/15/2017
Cabin Systems Equipment | 12/7/2016 | 1/16/2017 | 2/13/2017 | 3/16/2017 | 4/13/2017 | 5/15/2017
Miscellaneous Emergency Equipment | 12/7/2016 | 1/16/2017 | 2/13/2017 | 3/16/2017 | 4/13/2017 | 5/15/2017
Textiles/Raw Material | 8/30/2016 | 9/29/2016 | 10/27/2016 | 12/1/2016 | 1/9/2017 | 2/8/2017
Cargo Systems (Singe Aisle Programs) | 11/23/2016 | 1/3/2017 | 1/30/2017 | 3/2/2017 | 3/30/3017 | 5/1/2017
Provision Kits (Single Aisle Programs) | 7/22/2016 | 9/2/2016 | 9/30/2016 | 11/2/2016 | 11/30/2016 | 1/3/2017
Radomes (Single Aisle Programs) | 12/14/2016 | 1/23/2017 | 1/13/2017 | 2/16/2017 | 3/13/2017 | 4/14/2017

| Preliminary On-Dock Dates Month of Delivery
Item | Aug 2017 | Sep 2017 | Oct 2017 | Nov 2017 | Dec 2017 | Jan 2018
Seats | 6/22/2017 | 6/22/2017 | 8/23/2017 | 9/21/2017 | 10/23/2017 | 11/13/17
Galleys/Furnishings | 6/15/2017 | 6/15/2017 | 8/16/2017 | 9/14/2017 | 10/18/2017 | 11/06/17
Antennas & Mounting Equipment | 4/21/2017 | 4/21/2017 | 6/23/2017 | 7/21/2017 | 8/23/2017 | 09/15/17
Avionics | 6/15/2017 | 6/15/2017 | 8/16/2017 | 9/14/2017 | 10/18/2017 | 11/06/17
Cabin Systems Equipment | 6/15/2017 | 6/15/2017 | 8/16/2017 | 9/14/2017 | 10/182017 | 11/06/17
Miscellaneous Emergency Equipment | 6/15/2017 | 6/15/2017 | 8/16/2017 | 9/14/2017 | 10/18/2017 | 11/06/17

Attachment B to Exhibit E of PA 1810 |  | SA-92
|  | Page 6
| BOEING PROPRIETARY |

Textiles/Raw Material | 3/10/2017 | 3/10/2017 | 5/10/2017 | 6/8/2017 | 7/11/2017 | 08/01/17
Cargo Systems (Singe Aisle Programs) | 6/1/2017 | 6/1/2017 | 8/2/2017 | 8/31/2017 | 10/4/2017 | 10/23/17
Provision Kits (Single Aisle Programs) | 2/1/2017 | 2/1/2017 | 4/3/2017 | 4/28/3017 | 6/5/2017 | 06/28/17
Radomes (Single Aisle Programs) | 5/15/2017 | 5/15/2017 | 7/17/2017 | 8/14/2017 | 9/18/2017 | 10/06/17

| Preliminary On-Dock Dates Month of Delivery
Item | Feb-18 | Mar-18 | Apr-18 | May-18 | Jun-18
Seats | 12/15/2017 | 1/22/2018 | 2/21/2018 | 3/22/2018 | 4/24/2018
Galleys/Furnishings | 12/8/2017 | 1/15/2018 | 2/14/2018 | 3/15/2018 | 4/17/2018
Antennas & Mounting Equipment | 10/17/2017 | 11/14/2017 | 12/18/2017 | 1/24/2018 | 2/26/2018
Avionics | 12/8/2017 | 1/15/2018 | 2/14/2018 | 3/15/2018 | 4/17/2018
Cabin Systems Equipment | 12/8/2017 | 1/15/2018 | 2/14/2018 | 3/15/2018 | 4/17/2018
Miscellaneous Emergency Equipment | 12/8/2017 | 1/15/2018 | 2/14/2018 | 3/15/2018 | 4/17/2018
Textiles/Raw Material | 8/31/2017 | 9/29/2017 | 10/31/2017 | 12/1/2017 | 1/11/2018
Cargo Systems (Singe Aisle Programs) | 11/22/2017 | 12/22/2017 | 1/31/2018 | 3/1/2018 | 4/3/2018
Provision Kits (Single Aisle Programs) | 7/31/2017 | 8/28/2017 | 9/28/2017 | 10/27/2017 | 12/1/2017
Radomes (Single Aisle Programs) | 11/7/2017 | 12/7/2017 | 1/16/2018 | 2/14/2018 | 3/19/2018

3. Additional Delivery Requirements - Import.
Buyer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Buyer’s BFE shipments comply with U.S. Customs Service regulations. In the event Buyer requests Boeing, in writing, to act as importer of record for Buyer’s BFE, and Boeing agrees to such request, Buyer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Buyer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Buyer and BFE supplier.
http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

Attachment B to Exhibit E of PA 1810 |  | SA-92
|  | Page 7
| BOEING PROPRIETARY |

| The Boeing Company P.O. Box 3707 Seattle, WA 98124‑2207 |

SWA-PA-1810-LA-1001315 R4
Southwest Airlines Co.
2707 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235

Subject: | ***

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 and 737-8H4 aircraft (Aircraft).
All terms used and not defined herein will have the same meaning as in the Agreement.
***

1. | ***

2. | ***

*** |  |
P.A. No. 1810 |  | SA-92

Southwest Airlines Co.
SWA-PA-1810-LA-1001315R4
Page 2

3. | ***

*** |  |
P.A. No. 1810 |  | SA-92

Southwest Airlines Co.
SWA-PA-1810-LA-1001315R4
Page 3

4. | ***

*** |  |
P.A. No. 1810 |  | SA-92

Southwest Airlines Co.
SWA-PA-1810-LA-1001315R4
Page 4

5. | ***

6. | Assignment.

*** |  |
P.A. No. 1810 |  | SA-92

Southwest Airlines Co.
SWA-PA-1810-LA-1001315R4
Page 5

Notwithstanding any other provisions of the Agreement, the rights and obligations described in this Letter Agreement, ***, have been provided to Buyer and cannot be assigned, in whole or in part.

5. | Confidential Treatment

Buyer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Buyer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Buyer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Section) without the prior written consent of Boeing and (c) any auditors and attorneys of Buyer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Section, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Buyer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,

THE BOEING COMPANY
By | /s/ Jon W. Lewis
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | December 21, 2015
SOUTHWEST AIRLINES CO.
By | /s/ Michael Van de Ven
Its | EVP & COO

*** |  |
P.A. No. 1810 |  | SA-92

Attachment A to SWA-PA-1810-LA1001315 R4
Page 1 of 2

***
Letter Agmt SWA-PA-181 0-LA-1 00 1315R4; paragraph 3.3

No. | Model | Aircraft Block | MSN's | Current Delivery Mo. | Base Year | ***
1 | 737-700 | T-W-2b | 36962 | July-11 | 1999 | ***
2 | 737-700 | T-W-2b | 36963 | July-11 | 1999 | ***
3 | 737-700 | T-W-2b | 36965 | August-11 | 1999 | ***
4 | 737-700 | T-W-2b | 36967 | October-11 | 1999 | ***
5 | 737-800 | 800LUV | 36980 | March-12 | 2011 | ***
6 | 737-800 | 800LUV | 36983 | April-12 | 2011 | ***
7 | 737-800 | 800LUV | 36985 | May-12 | 2011 | ***
8 | 737-800 | 800LUV | 36987 | May-12 | 2011 | ***
9 | 737-800 | 800LUV | 36990 | July-12 | 2011 | ***
10 | 737-800 | 800LUV | 36992 | August-12 | 2011 | ***
11 | 737-800 | 800LUV | 36994 | September-12 | 2011 | ***
12 | 737-800 | 800LUV | 37003 | November-12 | 2011 | ***
13 | 737-800 | 800LUV | 37009 | December-12 | 2011 | ***
14 | 737-800 | 800LUV | 36973 | March-13 | 2011 | ***
15 | 737-800 | 800LUV | 36998 | March-13 | 2011 | ***
16 | 737-800 | 800LUV | 36908 | April-13 | 2011 | ***
17 | 737-800 | 800LUV | 36933 | September-13 | 2011 | ***
18 | 737-800 | 800LUV | 42526 | November-13 | 2011 | ***
19 | 737-800 | 800LUV | 37004 | March-14 | 2011 | ***
20 | 737-800 | 800LUV | 42521 | May-14 | 2011 | ***
21 | 737-800 | 800LUV | 42522 | June-14 | 2011 | ***
22 | 737-800 | 800LUV | 60082 | June-14 | 2011 | ***
23 | 737-800 | 800LUV | 60083 | June-14 | 2011 | ***
24 | 737-800 | 800LUV | 42523 | June-14 | 2011 | ***
25 | 737-800 | 800LUV | 60084 | July-14 | 2011 | ***
26 | 737-800 | 800LUV | 60085 | July-14 | 2011 | ***
27 | 737-800 | 800LUV | 60086 | July-14 | 2011 | ***
28 | 737-800 | 800LUV | 42524 | December-14 | 2011 | ***
29 | 737-800 | 800LUV | 42525 | August-14 | 2011 | ***
30 | 737-800 | 800LUV | 36935 | August-14 | 2011 | ***
31 | 737-800 | 800LUV | 42527 | September-14 | 2011 | ***
32 | 737-800 | 800LUV | 42528 | August-14 | 2011 | ***
33 | 737-800 | 800LUV | 42531 | September-14 | 2011 | ***
34 | 737-800 | 800LUV | 36909 | September-14 | 2011 | ***
35 | 737-800 | 800LUV | 42529 | December-14 | 2011 | ***
36 | 737-800 | 800LUV | 42530 | December-14 | 2011 | ***
37 | 737-800 | 800LUV | 37045 | December-14 | 2011 | ***
38 | 737-800 | 800LUV | 37037 | December-14 | 2011 | ***
39 | 737-800 | 800LUV | 42535 | January-15 | 2011 | ***
40 | 737-800 | 800LUV | 36940 | November-15 | 2011 | ***
41 | 737-800 | 800LUV | 36938 | May-16 | 2011 |
42 | 737-800 | 800LUV | 36939 | May-16 | 2011 |
43 | 737-800 | 800LUV | 36945 | July-16 | 2011 |
44 | 737-800 | 800LUV | 36977 | September-16 | 2011 |
45 | 737-800 | 800LUV | 42532 | January-17 | 2011 |
46 | 737-800 | 800LUV | 36910 | January-17 | 2011 |
47 | 737-800 | 800LUV | 36970 | February-17 | 2011 |
48 | 737-800 | 800LUV | 36969 | February-17 | 2011 |

| BOEING PROPRIETARY | SA-92

Attachment A to SWA-PA-1810-LA1001315 R4
Page 2 of 2

49 | 737-800 | 800LUV | 36972 | March-17 | 2011 |
50 | 737-800 | 800LUV | 36927 | April-17 | 2011 |
51 | 737-800 | 800LUV | 36974 | April-17 | 2011 |
52 | 737-800 | 800LUV | 36925 | May-17 November-2016 | 2011 | *
53 | 737-800 | 800LUV | 36975 | May-17 December-2016 | 2011 | *
54 | 737-800 | 800LUV | 36976 | Jun-2017 December-2016 | 2011 | *
55 | 737-800 | 800LUV | 36926 | January-18 | 2011 |
56 | 737-800 | 800LUV | 42533 | February-18 | 2011 |
57 | 737-800 | 800LUV | 42545 | February-18 | 2011 |
58 | 737-800 | 800LUV | 42534 | March-18 | 2011 |
59 | 737-800 | 800LUV | tbd | May-17 | 2011 |
60 | 737-800 | 800LUV | tbd | May-17 | 2011 |
61 | 737-800 | 800LUV | tbd | June-17 | 2011 |
62 | 737-800 | 800LUV | tbd | July-17 | 2011 |

*Accelerated in SA-92

| BOEING PROPRIETARY | SA-92

|  | The Boeing Company
| P.O. Box 3707
| Seattle, WA 98124‑2207

SWA-PA-1810-LA-1003490 R4
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235

Subject: | ***

Reference: | Purchase Agreement No. 1810 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating to Model 737-7H4 and 737-8H4 aircraft

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. Unless otherwise noted, this Letter Agreement is solely applicable to the Block 800LUV Aircraft identified in Tables 1b, 1c and 1d of the Purchase Agreement (Block 800LUV Aircraft). All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. ***

SWA-PA-1810-LA-1003490 R4 | Page 1
*** | SA-92
BOEING PROPRIETARY

2. ***
3. ***

SWA-PA-1810-LA-1003490 R4 | Page 2
*** | SA-92
BOEING PROPRIETARY

4. Assignment.
Unless otherwise noted herein, *** described in this Letter Agreement are provided *** in consideration of Buyer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
5. Confidentiality.
Buyer understands that certain commercial and financial information contained in this Letter Agreement including any attachments hereto is considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as provided in Letter Agreement No. 6-1162-RLL-934, as amended.
Very truly yours,

THE BOEING COMPANY
By | /s/ Jon W. Lewis
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | December 21, 2015
SOUTHWEST AIRLINES CO.
By | /s/ Michael Van de Ven
Its | EVP & COO

SWA-PA-1810-LA-1003490 R4 | Page 3
*** | SA-92
BOEING PROPRIETARY

|  | The Boeing Company
| P.O. Box 3707
| Seattle, WA 98124‑2207

SWA-PA-1810-LA-1105884 R2
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235

Subject: | 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 and 737-8H4 aircraft (Aircraft).
All terms used and not defined herein will have the same meaning as in the Agreement.
In consideration of the purchase by Buyer of the Aircraft, Boeing hereby agrees to manufacture and sell to Buyer and Buyer shall have the option to purchase (Option or Options) the additional Model 737-8H4 aircraft as described in paragraph 1 of Attachment A hereto and listed in Attachment B hereto (Option Aircraft).
1. Delivery of Option Aircraft.
The Option Aircraft will be delivered to Buyer during or before the months set forth in Attachment B to this Letter Agreement.
2. Price.
2.1 The advance payment base prices of the Option Aircraft are set forth in Attachment B to this Agreement. The Option Aircraft pricing elements and associated pricing terms and conditions are given in Attachment A to this Letter Agreement.
2.2 The Advance Payment Base Prices of the Option Aircraft identified in Attachment B to this Letter Agreement 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 per Option Aircraft (expressed in 2011 STE dollars) is listed in Attachment B. Attachment B to this Letter Agreement lists the Advance Payment Base Price per Option Aircraft.
2.3 The Option Aircraft purchase price will be the applicable basic price thereof at the time of Option Aircraft delivery adjusted in accordance with Boeing's Aircraft escalation provisions contained in the definitive agreement to purchase the Option Aircraft. The purchase price will include the price for Seller Purchased Equipment (SPE) if Buyer has elected to change BFE to SPE.

Page 1
SA-92
BOEING PROPRIETARY

3. Option Aircraft Payment.
3.1 In consideration of the granting of the Options as set forth herein, on the date of execution of this Letter Agreement, Buyer will pay a deposit to Boeing of *** for each Option Aircraft (Deposit). In the event Buyer exercises its Options herein, the amount of the Deposit will be credited against the first advance payment due for such Option Aircraft pursuant to the advance payment schedule set forth in the definitive agreement for such Option Aircraft. In the event that Buyer does not exercise its Options to purchase the Option Aircraft pursuant to the terms and conditions set forth herein, Boeing will be entitled to retain the Deposits for the Option Aircraft except as provided in paragraph 4 herein.
3.2 Unless otherwise agreed by the parties, advance payments in the amount of *** of the advance payment base price will be payable on the Option Aircraft in accordance with Attachment B of this Letter Agreement. The remainder of the Option Aircraft purchase price is due at the time of delivery of the Option Aircraft.
4. Option Exercise.
4.1 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.
4.2 It is understood and agreed that Boeing may accelerate the Option exercise dates specified above if Boeing must make production decisions which are dependent on Buyer's decision to buy the Option Aircraft. If Boeing elects to accelerate the Option exercise dates, Boeing will do so by giving written or telegraphic notice thereof to Buyer. Such notice will specify the revised Option exercise dates, which will not be earlier than 30 days after the date of transmittal of such notice, and the Option Aircraft delivery positions affected by such revision. If Buyer fails to exercise its Option for any Option Aircraft affected by such revised dates, the Deposit applicable to such Option Aircraft will be promptly refunded, with interest, to Buyer. The interest rate for calculation of the interest associated with such refund is the rate of two percent (2%) below the Citibank base rate in effect from time to time during the period the Option deposit is held by Boeing.
5. Contract Terms.
5.1 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 4 covering the detailed terms and conditions for the sale of such Option Aircraft.
5.2 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 737‑800 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

SWA-PA-1810-LA-1105884 R2 | Page 2
Option Aircraft | SA-92
BOEING PROPRIETARY

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.
6. Termination of Option to Purchase.
6.1 Either Boeing or Buyer may terminate the Options to purchase an Option Aircraft if any of the following events are not accomplished by the respective dates contemplated in this letter agreement, or in the Agreement, as the case may be:
(i) termination of the purchase of the Aircraft under the Agreement for any reason;
(ii) payment by Buyer of the Deposit with respect to an Option Aircraft pursuant to paragraph 3.1 herein;
(iii) exercise of an Option to purchase an Option Aircraft pursuant to the terms hereof.
6.2 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.
6.3 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.
6.4 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.
6.5 ***
7. Confidential Treatment.
Buyer understands that certain commercial and financial information contained in this Letter Agreement including any attachments hereto is considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as provided in Letter Agreement No. 6‑1162‑RLL‑934, as amended.

SWA-PA-1810-LA-1105884 R2 | Page 3
Option Aircraft | SA-92
BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY
By | /s/ Jon W. Lewis
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | December 21, 2015
SOUTHWEST AIRLINES CO.
By | /s/ Michael Van de Ven
Its | EVP & COO

Attachments

SWA-PA-1810-LA-1105884 R2 | Page 4
Option Aircraft | SA-92
BOEING PROPRIETARY

Attachment A to
SWA-PA-1810-LA-1105884 R2
Page 1
Model 737‑8H4 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft is described by Boeing Detail Specification D019A001SWA38P-1 Rev F, Dated September 9, 2015.
1.2 Changes. The Detail Specification will be revised to include:
(1) Changes applicable to the basic Model 737‑800 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.
2. Price Description.
2.1 Price Elements Per Aircraft. The Aircraft Basic Price detailed in Attachment B to this Letter Agreement is added to the estimated Ecomomic Price Adjustment to determine the Advance Payment Base Price of the Option Aircraft (also listed in Attachment B of this Letter Agreement).
2.2 ***

P.A. No. 1810 |  | SA-92

Attachment A to
SWA-PA-1810-LA-1105884 R2
Page 2

P.A. No. 1810 |  | SA-92

Attachment B To
Letter Agreement SWA-PA-1810-LA-1105884R2
Option Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: | 737-800 | 174,200 pounds | Detail Specification: | D019A001SWA38 (1/9/2015)

Engine Model/Thrust: | CFM56-7B27 | 27,300 pounds | Airframe Price Base Year/Escalation Formula: | Jul-11 | ECI-MFG/CPI

Airframe Price: | *** |  | Engine Price Base Year/Escalation Formula: | N/A | N/A

Optional Features Estimate: | ***

Sub-Total of Airframe and Features: | *** |  | Airframe Escalation Data:

Engine Price (Per Aircraft): | *** |  | Base Year Index (ECI): | ***

Aircraft Basic Price (Excluding BFE/SPE): | *** |  | Base Year Index (CPI): | ***

Buyer Furnished Equipment (BFE) Estimate: | ***

Seller Purchased Equipment (SPE) Estimate: | ***

Deposit per Aircraft: | ***

Delivery Date | Number of Aircraft | Escalation Factor (Airframe) |  |  | Escalation Estimate Adv Payment Base Price Per A/P | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
At Signing *** | 24 Mos. *** | 21/18/12/9/6 Mos. *** | Total ***
Jan-2018 | 1 | *** |  |  | *** | *** | *** | *** | ***
Feb-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***
Mar-2018 | 1 | *** |  |  | *** | *** | *** | *** | ***
Apr-2018 | 1 | *** |  |  | *** | *** | *** | *** | ***
May-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***
Jun-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***
Jul-2018 | 2 | *** |  |  | *** | *** | *** | *** | ***
Aug-2018 | 3 | *** |  |  | *** | *** | *** | *** | ***
Sep-2018 | 1 | *** |  |  | *** | *** | *** | *** | ***
Oct-2018 | 1 | *** |  |  | *** | *** | *** | *** | ***
Nov-2018 | 1 | *** |  |  | *** | *** | *** | *** | ***
Dec-2018 | 1 | *** |  |  | *** | *** | *** | *** | ***
Total: | 18 |  |  |  |  |  |  |  |

|  | SA-92
SWA-PA-01810 82233-1F.TXT | BOEING PROPRIETARY | Page 1

|  | The Boeing Company
| P.O. Box 3707
| Seattle, WA 98124‑2207

Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235

Subject: | ***

Reference: | Purchase Agreement No. 1810 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating to Model 737-7H4 and 737-8H4 aircraft

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. Unless otherwise noted, this Letter Agreement is solely applicable to the Block 800LUV Aircraft identified in Tables 1b, 1c and 1d to the Purchase Agreement (Firm Aircraft), and the Option Aircraft identified in the Attachment to Letter Agreement No. SWA-PA-1810-LA-1105884R2 to the Purchase Agreement (Option Aircraft). All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. ***
2. ***

P.A. No. 1810 |  | SA-92
SWA-PA-1810-LA-1105886 R2 |  | Page 1
BOEING PROPRIETARY

3. Confidentiality.
Buyer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Buyer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Buyer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this Article) without the prior written consent of Boeing and (c) any auditors and attorneys of Buyer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this Article, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Buyer shall be fully responsible to Boeing for compliance with such obligations.
4. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Buyer in consideration of Buyer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

[Signature page follows.]
[Remainder of page intentionally left blank.]

P.A. No. 1810 |  | SA-92
SWA-PA-1810-LA-1105886 R2 |  | Page 2
BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY
By | /s/ Jon W. Lewis
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | December 21, 2015
SOUTHWEST AIRLINES CO.
By | /s/ Michael Van de Ven
Its | EVP & COO

P.A. No. 1810 |  | SA-92
SWA-PA-1810-LA-1105886 R2 |  | Page 3
BOEING PROPRIETARY

|  | The Boeing Company
| P.O. Box 3707
| Seattle, WA 98124‑2207

SWA-PA-1810-LA-1105888 R5
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235

Subject: | ***

Reference: | Purchase Agreement No. 1810 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating to Model 737-7H4 and 737-8H4 aircraft

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
***
1. ***

SWA-PA-1810-LA-1105888 R5 |  | Page 1
*** |  | SA-92
BOEING PROPRIETARY

2. Termination of Agreements relating to Large Area Display System. Boeing and Buyer hereby terminate all agreements relating to the installation of large area display systems on Buyer’s 737-300/-500 aircraft in Buyer’s fleet (LADS Project). *** Boeing and Buyer hereby agree that neither party shall have any further obligations with respect to the LADS Project.
3. ***

SWA-PA-1810-LA-1105888 R5 |  | Page 2
*** |  | SA-92
BOEING PROPRIETARY

*** Aircraft by MSN
36717 | 33943
34861 | 33925
33923 | 36724
36718 | 33917
33929 | 34479
36399 | 34862
33927 | 35110
33928 | 33918
35109 | 33930
35788 | 33931
36091 | 33921
33926 | 33922
33919 | 36725
33934 | 33933
33924 | 36716

4. Assignment.
The business terms described in this Letter Agreement are provided *** in consideration of Buyer’s taking title to the Firm Aircraft and Option Aircraft at time of delivery and becoming the operator of the Firm Aircraft and Option Aircraft. Under no circumstances will Buyer be permitted to assign the business terms set forth herein.
5. Confidentiality
Buyer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Buyer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Buyer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph) without the prior written consent of Boeing and (c) any auditors and attorneys of Buyer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph, or are
otherwise bound by a

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confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Buyer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,

THE BOEING COMPANY
By | /s/ Jon W. Lewis
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | December 21, 2015
SOUTHWEST AIRLINES CO.
By | /s/ Michael Van de Ven
Its | EVP & COO

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|  | The Boeing Company
| P.O. Box 3707
| Seattle, WA 98124‑2207

SWA-PA-1810-LA-1303010 R1
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611

Subject: | ***

Reference: | (a) Purchase Agreement No. PA-1810 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating to Model 737-7H4 and 737-8H4 aircraft (Aircraft)

(b) Letter Agreement SWA-PA-1810-LA-1003490 R4, ***
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
***
1. ***

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2. Assignment.
The business terms described in this Letter Agreement are provided *** and in consideration of Buyer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. Under no circumstances will Buyer be permitted to assign the business terms set forth herein.
3. Confidentiality.
Buyer understands that certain commercial and financial information contained in this Letter Agreement including any attachments hereto is considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as provided in Letter Agreement No. 6-1162-RLL-934, as amended.

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Very truly yours,

THE BOEING COMPANY
By | /s/ Jon W. Lewis
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | December 21, 2015
Southwest Airlines Co.
By | /s/ Michael Van de Ven
Its | EVP & COO

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BOEING PROPRIETARY

|  | The Boeing Company
| P.O. Box 3707
| Seattle, WA 98124‑2207

SWA-PA-1810-LA-1504814
Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235

Subject: | ***

Reference: | Purchase Agreement No. PA-1810 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Buyer) relating to Model 737-7H4 and 737-8H4 aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
***
1. ***

|  | Page 1
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| BOEING PROPRIETARY |

2. Assignment.
The business terms described in this Letter Agreement are provided *** in consideration of Buyer’s taking title to the Firm Aircraft and Option Aircraft at time of delivery and becoming the operator of the Firm Aircraft and Option Aircraft. Under no circumstances will Buyer be permitted to assign the business terms set forth herein.
3. Confidentiality
Buyer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential and has value precisely because it is not available generally to other parties. Buyer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Buyer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph) without the prior written consent of Boeing and (c) any auditors and attorneys of Buyer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph, or are otherwise bound by a confidentiality obligation. Disclosure to other parties is not permitted without Boeing’s consent except as may be required by applicable law or governmental regulations. Buyer shall be fully responsible to Boeing for compliance with such obligations
Very truly yours,

THE BOEING COMPANY
By | /s/ Jon W. Lewis
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | December 21, 2015
SOUTHWEST AIRLINES CO.
By | /s/ Michael Van de Ven
Its | EVP & COO

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