Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

August 2, 2022

Documents



SUPPLEMENTAL AGREEMENT NO. 17
to
PURCHASE AGREEMENT NO. 03729
between
THE BOEING COMPANY
and
SOUTHWEST AIRLINES CO.
Relating to Boeing Model 737-8 and 737-7 Aircraft

THIS SUPPLEMENTAL AGREEMENT NO. 17 (SA-17), entered into as of June 3, 2022, is made between THE BOEING COMPANY, a Delaware corporation (Boeing), and SOUTHWEST AIRLINES CO., a Texas corporation (Customer).
RECITALS:
WHEREAS, Customer and Boeing entered into Purchase Agreement Number PA-03729 dated December 13, 2011 (as amended and supplemented, Purchase Agreement) relating to the purchase and sale of Boeing model 737-8 (737-8 Aircraft) and model 737-7 aircraft (737-7 Aircraft) (737-8 Aircraft and 737-7 Aircraft collectively, the “Aircraft”). This SA-17 is an amendment to and is incorporated into the Purchase Agreement. Capitalized terms used herein but not otherwise defined will have the meaning set forth in the Purchase Agreement; and
WHEREAS, Customer and Boeing agree to incorporate into the Remarket Aircraft documents the amendments and additions to certain Letter Agreements and Exhibits provided in this SA-17.

NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:

1.TABLE OF CONTENTS.

The Table of Contents of the Purchase Agreement is hereby deleted in its entirety and replaced by a new Table of Contents (attached), which lists the Tables, Exhibits, and Letter Agreements revised or added by this SA-17 and is identified by “SA-17”. Such revised Table of Contents is incorporated into the Purchase Agreement by this reference.
[***] = Certain identified information has been excluded from the exhibit because it is both not material and is of the type that the registrant treats as private or confidential.

SWA-PA-03729
1
 SA-17
BOEING PROPRIETARY



2.TABLES.

There are no changes to the Tables as a result of this SA-17.

3.LETTER AGREEMENTS.

3.1.Letter Agreement No. SWA-PA-03729-LA-2100594 entitled 737-8 Remarket Aircraft, is hereby deleted in its entirety and replaced by Letter Agreement No. SWA-PA-03729-LA-2100594R1.

3.2.Letter Agreement No. SWA-PA-03729-LA-2100700 entitled Remarket Aircraft – Open Matters, is hereby deleted in its entirety and replaced by Letter Agreement No. SWA-PA-03729-LA-2100700R1 entitled Remarket Aircraft – Configuration Matters.


4.EXHIBITS.
4.1.New Exhibit A-3, “Supplemental Aircraft Delivery Configuration”, is attached hereto and incorporated into the Purchase Agreement by this reference, containing the aircraft configuration for the modified Remarket Aircraft.

4.2.The Exhibit B-1, “Remarket Aircraft Technical Acceptance and Delivery Requirements and Responsibilities” is hereby deleted in its entirety and replaced by a new Exhibit B-1 (identified by “SA-17”) attached hereto and incorporated into the Purchase Agreement by reference.

5.[***] IMPACT.

There are no impacts to [***] as a result of this SA-17.


The Purchase Agreement is amended and supplemented to the extent herein provided and as so amended and 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/Carson J. May
By:    /s/ Chris Monroe
Name: Carson J. May
Name: Chris Monroe
Its:     Attorney-In-Fact
Its:    SVP Finance and Treasurer
SWA-PA-03729
2
 SA-17
BOEING PROPRIETARY



TABLE OF CONTENTS
ARTICLES TITLES
Article 1 Quantity, Model and Description SA-2
Article 2 Delivery Schedule
Article 3 Price
Article 4 Payment SA-2
Article 5 Additional Terms
TABLE TITLE
1A 737-8 Aircraft Information Table SA-16
1B 737-7 Aircraft Information Table SA-16
EXHIBIT
A1 737-8 Aircraft Configuration SA-11
A2 737-7 Aircraft Configuration SA-8
A-3 737-8 Remarket Aircraft Configuration
SA-17
B* Aircraft Delivery Requirements and Responsibilities
B-1 Remarket Aircraft Technical SA-17
Acceptance and Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS TITLES
AE1* Escalation Adjustment/Airframe and Optional Features
BFE1 BFE Variables for 737-8 SA-7
BFE2 BFE Variables for 737-7 SA-8
CS1 Customer Support Variables
CS1-7MAX Customer Support Variables SA-2
EE1* Engine Escalation/Engine Warranty and Patent Indemnity
SWA-PA-03729 SA-17
Page 1
BOEING PROPRIETARY



SLP1* Service Life Policy Components
LETTER AGREEMENTS TITLES
SWA-PA-03729-LA-1106463R3 Open Matters SA-8
SWA-PA-03729-LA-1106464* [***]
SWA-PA-03729-LA-1106465* [***]
SWA-PA-03729-LA-1106466 [***]
SWA-PA-03729-LA-1106467R2 [***] SA-8
SWA-PA-03729-LA-1106468* [***]
SWA-PA-03729-LA-1106469R1 [***] SA-2
SWA-PA-03729-LA-1106470R1 [***] SA-2
SWA-PA-03729-LA-1106471R2 Substitute Aircraft SA-12
SWA-PA-03729-LA-1106473R2 [***] SA-12
SWA-PA-03729-LA-1106474R7 Option Aircraft SA-16
SWA-PA-03729-LA-1106475R5 [***] SA-14
SWA-PA-03729-LA-1106476R2 [***] SA-8
SWA-PA-03729-LA-1106477* [***]
SWA-PA-03729-LA-1106478 [***]
SWA-PA-03729-LA-1106479R1 [***] SA-2
SWA-PA-03729-LA-1106480R1 [***] SA-2
SWA-PA-03729-LA-1106481R2 [***] SA-2
SWA-PA-03729-LA-1106482* [***]
SWA-PA-03729-LA-1106483* [***]
SWA-PA-03729-LA-1106484R3 [***]
SA-16
SWA-PA-03729-LA-1106485* [***]

SWA-PA-03729 SA-17
Page 2
BOEING PROPRIETARY




LETTER AGREEMENTS TITLES
SWA-PA-03729-LA-1209080 [***] SA-1
SWA-PA-03729-LA-1210419 [***] SA-1
SWA-PA-03729-LA-1300943 [***] SA-2
SWA-PA-03729-LA-1301168R3 [***] SA-6
SWA-PA-03729-LA-1301170R3 [***] SA-12
SWA-PA-03729-LA-1400371 [***] SA-7
SWA-PA-03729-LA-1503792 Service Ready Operational Validation SA-6
SWA-PA-03729-LA-1500831 [***] SA-7
SWA-PA-03729-LA-1602486R1 [***] SA-12
SWA-PA-03729-LA-2100594R1
737-8 Remarket Production Aircraft SA-17
SWA-PA-03729-LA-2100700R1
737-8 Configuration Matters – Remarket Production Aircraft SA-17
SWA-PA-03729-LA-2100811 [***] SA-12
SWA-PA-03729-LA-2100812R1 [***] SA-16
SWA-PA-03729-LA-2100813 [***] SA-12
SWA-PA-03729-LA-2100814R1 [***] SA-15
SWA-PA-03729-LA-2100819 [***] SA-12
SWA-PA-03729-LA-2100825R1 [***] SA-16
SWA-PA-03729-LA-2100841 [***] SA-12
SWA-PA-03729-LA-2100984 [***] SA-12
SWA-PA-03729-LA-2103755 2022/2023 Production Plan SA-16
* Denotes revision to Page 1 or Page 2 only to reference 737-7 (SA-2)

SWA-PA-03729 SA-17
Page 3
BOEING PROPRIETARY




INACTIVE / DELETED TABLES, EXHIBITS, AND LETTER AGREEMENTS

RESTRICTED LETTER AGREEMENTS

Letter Agreement Title Last Updated under SA Current Status
SWA-PA-03729-LA-1106472R1 [***] SA-2 Deleted under SA-4
SWA-PA-01810/03729-LA-1301169 [***] SA-2 Deleted under SA-4

SWA-PA-03729 SA-17
Page 4
BOEING PROPRIETARY



SUPPLEMENTAL AIRCRAFT DELIVERY CONFIGURATION
between
THE BOEING COMPANY
and
SOUTHWEST AIRLINES CO
EXHIBIT A-3 to PURCHASE AGREEMENT
NUMBER PA-03729

Page 1
BOEING PROPRIETARY

EXHIBIT A-3
SUPPLEMENTAL AIRCRAFT DELIVERY CONFIGURATION
DATED JUNE 3, 2022
relating to
BOEING MODEL 737-8 AIRCRAFT

The As-Built Configuration of the aircraft with effectivities of 1C691, 1C692-1C694, 1C511-1C513, and 1C514-1C517 (Aircraft) is described in Exhibit A-3. The “Delivery Configuration” of the Aircraft will be comprised of Exhibit A with incorporation of the Master Change Kits (MKs) of this Supplemental Configuration Exhibit A-3 listed below.
A “Delivery Detail Specification” will be provided describing the Delivery Configuration of the Aircraft comprised of Detail Specification D019A008SWA18P-5-(insert MSN: 60186, 60188, 60187, 60219, 60223, 60225, 60226, 60650, 60649, 60652, or 60653) (As-Built Configuration), as amended to incorporate the MKs listed below; including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable, Boeing will provide to Customer the Delivery Detail Specification. [***]



























SWA-PA-03729-EX A-3 SA-17
Page 2
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
0110-000030 MAJOR MODEL 737 AIRPLANE Accepted Accepted Accepted Accepted
0110E131A08 MINOR MODEL 737-8 AIRPLANE Accepted Accepted Accepted Accepted
0160F303C15 AIRPLANE IDENTIFICATION INFORMATION - TCI/ROJ - 1C511 - - Accepted -
0160F350A37 AIRPLANE IDENTIFICATION INFORMATION - CDX/ROJ - 1C691 Accepted - - -
0160F350B74 AIRPLANE IDENTIFICATION INFORMATION - CDX/ROJ - 1C692 - Accepted - -
0160F350F09 RR 97283-24 - AIRPLANE IDENTIFICATION NUMBERS - CDX/ROJ - 1C691 Accepted - - -
0160F351A40 AIRPLANE IDENTIFICATION INFORMATION - ROJ - 1C514 - - - Accepted
0170B401A73 CLIMATE - NORMAL WEATHER OPERATIONS Accepted Accepted Accepted Accepted
0170B871A31 GALLEY AFT COMPLEX - G4B GALLEY - DOMED AFT BULKHEAD (BASELINE) Accepted Accepted Accepted Accepted
0170D387A08 AVIONICS - DUAL FMC WITH MULTI-CONTROL DISPLAY UNIT Accepted Accepted Accepted Accepted
0170D837A13 FLEXIBLE CERTIFICATION Accepted Accepted Accepted Accepted
0170E432100 PC - FORWARD COMPLEX - ADVANCED LAVATORY WITH MINIMUM GALLEY CAPACITY AND WITHOUT CURTAIN AND CURTAIN TRACK - 737 BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
0170E432101 PC - LAVATORY AFT COMPLEX - TWO ADVANCED LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS AND NO CURTAIN AND CURTAIN TRACK Accepted Accepted Accepted Accepted
0170E516A14 COMMUNICATIONS - BASIC COMMUNICATIONS CONFIGURATION WITH HF Accepted Accepted Accepted Accepted
0170E526A94 LAVATORY AFT COMPLEX - TWO ADVANCED LAVATORIES WITH TWO DOUBLE ATTENDANT SEATS Accepted Accepted Accepted Accepted
0170E568H37 FLIGHT COMPARTMENT - ONE OBSERVER WITH 2-BTP FIRE EXTINGUISHER Accepted Accepted Accepted Accepted
0170E656A04 AIRFRAME - 737-8 Accepted Accepted Accepted Accepted
0170E806A23 CARGO LINERS- HEAVY DUTY - FORWARD Accepted Accepted Accepted Accepted
0170E806A26 CARGO LINERS- HEAVY DUTY- AFT Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 3
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
0170E895B97 FORWARD COMPLEX - ADVANCED LAVATORY WITH MINIMUM GALLEY CAPACITY - BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
0220E684A09 TYPE CERTIFICATE & CERTIFICATE OF AIRWORTHINESS Accepted Accepted Accepted Accepted
0220F350K72 MP - TYPE CERTIFICATE & CERTIFICATE OF AIRWORTHINESS - REVISE COUNTRY OF REGISTRATION AND OPERATION - USA IN LIEU OF INDIA Accepted Accepted Accepted Accepted
0221-000026 TAKEOFF AND LANDING WITH TAILWIND UP TO 15 KNOTS Accepted Accepted Accepted Accepted
0221A609B52 DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT Accepted Accepted Accepted Accepted
0221C483C66 ENGINE INOPERATIVE TEN-MINUTE TAKEOFF THRUST OPERATION Accepted Accepted Accepted Accepted
0224E173A44 EXTENDED OPERATIONS (ETOPS) - APU ON DEMAND Accepted Accepted Accepted Accepted
0226-000007 CATEGORY IIIA AUTOMATIC APPROACH AND LANDING Accepted Accepted Accepted Accepted
0226C594A32 GNSS LANDING SYSTEM (GLS) - CATEGORY I APPROACH CAPABILITY - ACTIVATION Accepted Accepted Accepted Accepted
0228E437G77 AIRPLANE FLIGHT MANUAL Accepted Accepted Accepted Accepted
0252B299A36 INSTRUMENTATION, AIRPLANE MANUALS AND FUEL MEASURING STICKS IN METRIC UNITS - TEMPERATURE IN DEGREES CELSIUS Accepted Accepted Accepted Accepted
0253F288A03 MP - BUYER FURNISHED EQUIPMENT - PROCUREMENT REVISION - SPE TO BFE Accepted Accepted - -
0254-000003 USPHS CERTIFICATE OF SANITARY CONSTRUCTION Accepted Accepted Accepted Accepted
0315E591E95 CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHTS Accepted Rejected Accepted Accepted
0315F214J32 RR 97283-23 - OPERATIONAL WEIGHTS - REVISION - DECREASE MLW, MTOW, AND MZFW - 1C691 Accepted - - -
0315F263A22 CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHTS - Accepted - -
0315F263A26 MP - CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHTS - REVISION - Accepted - -
SWA-PA-03729-EX A-3 SA-17
Page 4
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
0315F802A76 RR 97029-284 - OPERATIONAL WEIGHTS - REVISION - INCREASE OPERATIONAL WEIGHTS Accepted Accepted Rejected -
0352-000002 CUSTOMIZED LOADING SCHEDULE FOR WEIGHT & BALANCE CONTROL - ALIGNMENT CHART LOADING Accepted Accepted Accepted Accepted
0352F816A42 RR 97029-295 - DELETION OF CUSTOMIZED LOADING SCHEDULE FOR WEIGHT AND BALANCE CONTROL - ALIGNMENT CHART LOADING Accepted Accepted Accepted Accepted
1110E432048 EXTERIOR NON-REGULATORY MARKINGS Accepted Accepted Accepted Accepted
1110E432049 EXTERIOR REGULATORY MARKINGS AND COLOR SCHEME Accepted Accepted Accepted Accepted
1110F802A71 RR 97029-283 - EXTERIOR COLOR SCHEMES AND MARKINGS - REPLACEMENT - SOUTHWEST AIRLINES WINGLETS IN LIEU OF EXISTING Accepted Accepted - -
1110F802A82 RR 97029-285 - EXTERIOR COLOR SCHEMES AND MARKINGS -REPLACEMENT - SOUTHWEST AIRLINES ETOPS LIVERY IN LIEU OF SPICE JET AIR LIVERY - SWA - SAME LIVERY AS SWA 1A070 Accepted Accepted Accepted Accepted
1110F802A86 RR 97029-283 - EXTERIOR COLOR SCHEMES AND MARKINGS - REPLACEMENT - SOUTHWEST AIRLINES WINGLETS IN LIEU OF EXISTING - - Accepted Accepted
1130E432053 INTERIOR PLACARDS AND MARKERS Accepted Accepted Accepted Accepted
1130E559D12 CARGO COMPARTMENT PLACARDS Accepted Accepted Accepted Accepted
1130E666A17 REGISTRY PLACARD Accepted Rejected Accepted Rejected
1130E970B73 LIGHTED SIGNS Accepted Accepted Accepted Accepted
1130F211A25 PRR 3M0179 - 737 MAX OWNERSHIP PLACARD IMPRINTING PRODUCTION IMPROVEMENT - Accepted - Accepted
1130F211A26 PRR 3M0179 - 737 MAX REGISTRY PLACARD IMPRINTING PRODUCTION IMPROVEMENT - Accepted - Accepted
1130F214J42 RR 97260-22 - REVISE OWNERSHIP PLACARDS - 1C511 - - Accepted -
1130F303C16 OWNERSHIP PLACARDS - - Accepted -
SWA-PA-03729-EX A-3 SA-17
Page 5
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
1130F350A38 OWNERSHIP PLACARDS Accepted - - -
1130F350L12 RR 97029-292 - DELETION - OWNERSHIP & REGISTRY PLACARDS - ENGINES, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY - Accepted - -
1130F350L13 RR 97029-291 - DELETION - OWNERSHIP & REGISTRY PLACARDS - ENGINES, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY Accepted - - -
1130F424A01 OWNERSHIP PLACARD - AUXILIARY POWER UNIT (APU) - Canceled - Accepted
1130F424A02 OWNERSHIP PLACARD - ENGINES - Accepted - Accepted
1130F424A03 OWNERSHIP PLACARD - FLIGHT COMPARTMENT - Accepted - Accepted
1130F424A04 OWNERSHIP PLACARD - FORWARD LH OVERHEAD DOOR SILL - Accepted - Accepted
1130F424A05 REGISTRY PLACARD - Accepted - Accepted
1130F802A78 RR 97029-287 - DELETION - OWNERSHIP & REGISTRY PLACARDS- ENGINES, APU, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY - - Accepted -
1130F802A80 RR 97029-289 - DELETION - OWNERSHIP & REGISTRY PLACARDS- ENGINES, APU, FLIGHT DECK, ENTRY DOOR SILL, AND REGISTRY - - - Accepted
2103D839A04 AC HEAT EXCHANGER OUTLET TEMPERATURE MONITORING SENSOR - INSTALLATION Accepted Accepted Accepted Accepted
2130-000010 600 FPM CABIN PRESSURE ASCENT RATE Accepted Accepted Accepted Accepted
2130-000012 350 FPM CABIN PRESSURE DESCENT RATE Accepted Accepted Accepted Accepted
2158D839A20 ELECTRONIC RACK COOLING SYSTEM - ENHANCED E6 RACK Accepted Accepted Accepted Accepted
2160C703A76 CABIN TEMPERATURE CONTROL SYSTEM WITH ATTENDANT PANEL ADJUSTMENT CAPABILITY - 737 BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
2170-000021 OZONE CONTROL - SPACE PROVISIONS FOR CATALYTIC CONVERTERS Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 6
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
2210-000003 AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE Accepted Accepted Accepted Accepted
2210-000124 AUTOFLIGHT - FLIGHT DIRECTOR TAKEOFF MODE HEADING SELECT Accepted Accepted Accepted Accepted
2210-000128 AUTOFLIGHT - CONTROL WHEEL STEERING WARNING Accepted Accepted Accepted Accepted
2210-000130 AUTOFLIGHT - AIRSPEED DEVIATION WARNING Accepted Accepted Accepted Accepted
2210-000143 AUTOFLIGHT - ALTITUDE ALERT - 200/900 FEET Accepted Accepted Accepted Accepted
2210C175A38 AUTOFLIGHT - GO-AROUND ROLL MODE - LNAV Accepted Accepted Accepted Accepted
2230-000137 AUTOTHROTTLE - FMCS - TAKEOFF PROFILE THRUST REDUCTION ALTITUDE Accepted Accepted Accepted Accepted
2310B401A33 COMMUNICATIONS CONTROL PANELS - TRIPLE GABLES RADIO TUNING PANELS CAPABLE OF TWO HF SYSTEMS AND THREE VHF SYSTEMS (8.33 KHZ CAPABLE) - P/N G7404-124 - BFE/SPE Accepted Accepted Accepted Accepted
2311B401A05 HF COMMUNICATIONS - COMPLETE PROVISIONS FOR THE SECOND HF SYSTEM Accepted Accepted Accepted Accepted
2311B401A38 HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF SINGLE COLLINS AEROSPACE HF VOICE/DATA TRANSCEIVER - P/N 822-0990-004 - AND DIGITAL HF COUPLER - P/N 822-0987-004 BFE/SPE Accepted Accepted Accepted Accepted
2312-000703 VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL SPACING Accepted Accepted Accepted Accepted
2312B401A87 VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE COLLINS AEROSPACE ARINC 750 VHF-2100 TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N 822-1287-101 - BFE/SPE Accepted Accepted Accepted Accepted
2315E516A58 SATCOM - PARTIAL WIRING AND MOUNTING PROVISIONS - L-BAND FLIGHT DECK CONNECTIVITY USING INMARSAT SB200 OR IRIDIUM CERTUS Accepted Accepted - -
SWA-PA-03729-EX A-3 SA-17
Page 7
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
2315F197A45 MP - SATCOM - INSTALLATION OF PARTIAL WIRING AND MOUNTING PROVISIONS - L-BAND FLIGHT DECK CONNECTIVITY USING INMARSAT SB200 OR IRIDIUM CERTUS Accepted Accepted - -
2321-000063 SELCAL - ANNUNCIATION ON AUDIO SELECTOR PANELS Accepted Accepted Accepted Accepted
2321B401A04 SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE Accepted Accepted Accepted Accepted
2322C939A06 COMMUNICATIONS MANAGEMENT UNIT (CMU) - DATA LINK RECORDING ACTIVATION Accepted Accepted Accepted Accepted
2322D347A73 CMU - INSTALLATION OF ROCKWELL COLLINS ARINC 758 LEVEL AOA CMU W/ARINC SERVICE PROVIDER - DATA LINK RECORDING CAPABLE - P/N 822-1239-151 - BFE / SPE Accepted Accepted Accepted Accepted
2322E516A28 CMU - INSTALLATION OF PARTIAL PROVISIONS FOR A SINGLE CMU IN ACCORDANCE WITH ARINC 758 Accepted Accepted Accepted Accepted
2324D197A18 EMERGENCY LOCATOR TRANSMITTER (ELT) - ACR ELECTRONICS AUTOMATIC FIXED - WITH NAVIGATION INTERFACE UNIT (NIU) - MODE S BROADCAST - WITH ANTENNA P/N 110-337 - BFE/SPE Accepted Accepted Accepted Accepted
2324E706G43 MP - LOW FREQUENCY UNDERWATER LOCATOR DEVICE (LF-ULD) - 8.8 KHZ - INSTALLATION Accepted Accepted Accepted Accepted
2324E773A11 LOW FREQUENCY UNDERWATER LOCATOR DEVICE - 8.8 KHZ Accepted Accepted Accepted Accepted
2331-000558 PA MIC INSTALLATION IN FLIGHT DECK AT AFT END OF AISLESTAND Accepted Accepted Accepted Accepted
2331B754B15 PASSENGER ADDRESS (PA) SYSTEM - ARINC 715 - COLLINS AEROSPACE AMPLIFIER - BFE/SPE Accepted Accepted Accepted Accepted
2331B754B17 PASSENGER ADDRESS (PA) SYSTEM - PA-IN-USE INDICATOR IN THE FLIGHT DECK Accepted Accepted Accepted Accepted
2331E097A10 PRAM/BMM SYSTEM - PANASONIC - FASTEN SEAT BELT/DECOMPRESSION DISCRETES ACTIVATED - BFE/SPE Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 8
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
2350B872A08 AUDIO CONTROL PANEL - INTEGRATED SELCAL, CREW CALL, AND SATCOM FUNCTIONS - INSTALLATION - 3 VHF/2 HF Accepted Accepted Accepted Accepted
2351-000034 HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1341 - BFE/SPE Accepted Accepted Accepted Accepted
2351-000036 HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1341 - BFE/SPE Accepted Accepted Accepted Accepted
2351-000043 CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - THREE POSITION WITH DETENT IN INTERPHONE POSITION Accepted Accepted Accepted Accepted
2351A213A33 AUDIO INTEGRATION - INSTALLATION - TWO-PLUG AUDIO JACKS IN THE FLIGHT DECK Accepted Accepted Accepted Accepted
2371A083A49 VOICE RECORDER MICROPHONE/MONITOR PANEL WIRING - BULK ERASE FUNCTION DISABLED Accepted Accepted Accepted Accepted
2371B628B41 VOICE RECORDER - RECORDER INDEPENDENT POWER SUPPLY (RIPS) - AFT LOWERED CEILING Accepted Accepted Accepted Accepted
2371B696P48 COCKPIT VOICE RECORDER - MANUAL(ON) / AUTO(OFF) SWITCH INSTALLATION COMPATIBLE WITH CVR RECORDER INDEPENDENT POWER SUPPLY (RIPS) INSTALLATION Accepted Accepted Accepted Accepted
2371E716A13 VOICE RECORDER AND MICROPHONE/MONITOR - L-3 AVIATION PRODUCTS - 2 HOUR RECORDING TIME - WITH DATALINK RECORDING CAPABILITY - P/N 2100-1925-22 & P/N S152-0020-01 - BFE/SPE Accepted Accepted Accepted Accepted
2371F816A45 RR 97029-286 - REPLACE COCKPIT VOICE RECORDER (CVR), CVR CONTROL PANEL, AND DIGITAL FLIGHT DATA RECORDER (DFDR) - - Accepted Accepted
2371F816A48 RR 97029-294 - REPLACE COCKPIT VOICE RECORDER (CVR), CVR CONTROL PANEL, AND DIGITAL FLIGHT DATA RECORDER (DFDR) - BFE Accepted Accepted - -
SWA-PA-03729-EX A-3 SA-17
Page 9
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
2375E526A61 FLIGHT DECK ENTRY VIDEO SURVEILLANCE SYSTEM - PARTIAL PROVISIONS FOR THREE-CAMERA SYSTEMS - MDS INTERFACE Accepted Accepted Accepted Accepted
2375E526A63 FLIGHT DECK ENTRY VIDEO SURVEILLANCE SYSTEM - INSTALLATION INTO PARTIAL PROVISIONS - MDS INTERFACE - COLLINS AEROSPACE - BFE/SPE Accepted Accepted Accepted Accepted
2375E861K81 MP - VIDEO SURVEILLANCE SYSTEM - REVISION - GOODRICH IN LIEU OF AD AEROSPACE SYSTEM - GOODRICH - SPE Accepted Accepted Accepted Accepted
2451B815K32 POWER DISTRIBUTION - WIRING INSTALLATION FOR ADDITIONAL CAPACITY Accepted Accepted Accepted Accepted
2520E432055 INTERIOR COLOR AND MATERIAL - STANDARD OFFERING Accepted Accepted Accepted Accepted
2520F158A43 INTERIOR COLOR AND MATERIAL - CUSTOM - ATTENDANT SEAT UPHOLSTERY AND SEAT BELT Accepted Accepted Accepted Accepted
2520F158A44 MP - INTERIOR COLOR AND MATERIAL - REVISION - ATTENDANT SEAT UPHOLSTERY AND SEAT BELT Accepted Accepted Accepted Accepted
2523E432056 PASSENGER SERVICE UNITS - 737 BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
2524E432058 FORWARD LEFT HAND FULL HEIGHT WINDSCREEN WITH STOWAGE UNIT - BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
2525C204K04 HIC AND FEMUR LOAD COMPLIANCE - ECONOMY CLASS SEATS Accepted Accepted Accepted Accepted
2525C204K05 HIC AND FEMUR LOAD COMPLIANCE - ATTENDANT SEATS Accepted Accepted Accepted Accepted
2525F198C28 MP - PASSENGER COMPARTMENT SEATS - REPLACEMENT - RECARO IN LIEU OF LIFT BY ENCORE - SPE Accepted Accepted Accepted Accepted
2525F198D47 ECONOMY CLASS SEATS - BFE/SPE Accepted Accepted Accepted Accepted
2525F198D48 MP - PASSENGER SEATS - REVISION - ROW 4, RIGHT HAND, PREMIUM ECONOMY IN LIEU OF ECONOMY - SPE Accepted Accepted Accepted Accepted
2525F288A13 MP - PASSENGER COMPARTMENT SEATS - PROCUREMENT - REVISION - SPE TO BFE Accepted Accepted - -
SWA-PA-03729-EX A-3 SA-17
Page 10
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
2527F198D45 FLOOR COVERING - CARPET - BFE/SPE Accepted Accepted Accepted Accepted
2527F198D46 MP - FLOOR COVERING - INSTALLATION - CARPET - MOHAWK - SPE Accepted Accepted Accepted Accepted
2528E432061 OVERHEAD STOWAGE BINS - 737 BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
2528E432066 CHECKLIST HOLDER INSTALLATION - LAVATORIES A, D AND E Accepted Accepted Accepted Accepted
2528E934H13 LITERATURE POCKET - 787 STYLE Accepted Accepted Accepted Accepted
2530E432067 GALLEY PART NUMBERS - STANDARD EFFORT - BFE/SPE Accepted Accepted Accepted Accepted
2530F198B83 GALLEY INSERT PART NUMBERS - BFE/SPE Accepted Accepted Accepted Accepted
2530F198B84 MP - GALLEY INSERTS - REPLACEMENT - WATER BOILER - ZODIAC - SPE Accepted Accepted Accepted Accepted
2540E432069 LA ADVANCED LAVATORY 2.0 SELECTABLES Accepted Accepted Accepted Accepted
2540E432070 LD ADVANCED LAVATORY 2.0 SELECTABLES Accepted Accepted Accepted Accepted
2540E432071 LE ADVANCED LAVATORY 2.0 SELECTABLES Accepted Accepted Accepted Accepted
2560B693L40 FLASHLIGHTS WITH SHIELDS, TWO - FLIGHT DECK - DME - LED - P/N P2-07-0015-002 - BFE/SPE Accepted Accepted Accepted Accepted
2560E097A48 PROTECTIVE GLOVES - FLIGHT DECK - TIGHITCO - BFE/SPE Accepted Accepted Accepted Accepted
2560E526B32 PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SECOND OBSERVERS SEAT STANCHIONS - COLLINS AEROSPACE - P/N E28180-20-0006 - BFE/SPE Accepted Accepted Accepted Accepted
2560F197A06 CREW LIFE VESTS - FLIGHT DECK, NO SECOND OBSERVER - SWITLIK P/N S-61850-7409-SPJ112 - BFE/SPE Accepted Accepted Accepted Accepted
2560F197A07 MP - CREW LIFE VESTS - REPLACEMENT - FLIGHT DECK, NO SECOND OBSERVER - SWITLIK P/N S-61850-7409-SPJ112 IN LIEU OF EASTERN AERO MARINE P/N P01074-101WC - SPE Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 11
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
2560F197A40 MP - PROTECTIVE BREATHING EQUIPMENT - REPLACEMENT - SECOND OBSERVER'S SEAT STANCHIONS - B E AEROSPACE SYSTEMS GMBH - P/N E28180-20-0006 IN LIEU OF BE AEROSPACE - P/N 119003-21 - SPE Accepted Accepted Accepted Accepted
2562F198D76 OVERWATER EMERGENCY EQUIPMENT - BFE/SPE - 737 BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
2562F198D81 MP - OVERWATER EMERGENCY EQUIPMENT - REPLACEMENT - PORTABLE ELT AND BRACKET - HONEYWELL - SPE - - Accepted Accepted
2562F198D82 MP - OVERWATER EMERGENCY EQUIPMENT - REPLACEMENT - PORTABLE ELT AND BRACKET - HONEYWELL - BFE Accepted Accepted - -
2564E432204 DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - BFE/SPE - 737 BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
2622E088A14 APU FIRE EXTINGUISHER BOTTLE - COMMON WITH ENGINE BOTTLES Accepted Accepted Accepted Accepted
2841-000004 STANDARD FUEL SYSTEM ACCURACY - NO FUEL DENSITOMETERS Accepted Accepted Accepted Accepted
2841-000011 FUEL QUANTITY PRESELECT CAPABILITY ON RIGHT WING FUELING PANEL Accepted Accepted Accepted Accepted
2911-000042 ENGINE-DRIVEN HYDRAULIC PUMPS WITH VESPEL SPLINE - EATON (VICKERS) - 10-62167 Accepted Accepted Accepted Accepted
2912E704A20 AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) - S276A100 Accepted Accepted Accepted Accepted
3041-000003 NO HEATED FLIGHT COMPARTMENT NUMBER 3 WINDOW Accepted Accepted Accepted Accepted
3131-000143 ACCELEROMETER - HONEYWELL P/N 971-4193-001 - BFE/SPE Accepted Accepted Accepted Accepted
3131E103A15 DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) - CATIIIB/IAN/GLS/NPS CAPABLE - WITH ACMS CAPABILITY - ONS - SFE Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 12
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
3131E716A09 DIGITAL FLIGHT DATA RECORDER (DFDR) - L-3 AVIATION PRODUCTS - 1024 WORD PER SECOND MAXIMUM DATA RATE P/N 2100-4945-22 - BFE/SPE Accepted Accepted Accepted Accepted
3133-000123 ARINC 740 PRINTER PROVISIONS IN THE FLIGHT DECK AISLESTAND Accepted Accepted Accepted Accepted
3133E568J10 MULTI-INPUT PRINTER -ARINC 740 - ASTRONOVA - P/N 42907100 - BFE/SPE Accepted Accepted Accepted Accepted
3133F183C90 MP - FLIGHT COMPARTMENT PRINTER - PROCUREMENT REVISION - BFE TO SPE - - - Accepted
3133F197A31 MP - MULTI-INPUT PRINTER - ARINC 740 - INSTALLATION INTO PARTIAL PROVISIONS - ASTRONOVA - P/N 42907100 - BFE Accepted Accepted Accepted Accepted
3133F288A02 MP - FLIGHT COMPARTMENT PRINTER - PROCUREMENT - REVISION - BFE TO SPE Accepted Accepted - -
3135E526B33 ONBOARD NETWORK SYSTEM - QUICK ACCESS RECORDER - DAR OUTPUT Accepted Accepted Accepted Accepted
3161-000070 ENGINE OIL QUANTITY DISPLAY - QUARTS - ENGINE DISPLAY Accepted Accepted Accepted Accepted
3161-000133 ENGINE FUEL FLOW - FULL TIME DISPLAY - PRIMARY ENGINE DISPLAY UNIT Accepted Accepted Accepted Accepted
3161E568A38 CDS - FUEL QUANTITY DISPLAY WITH NUMERIC READOUT ONLY - ENABLE Accepted Accepted Accepted Accepted
3162-000018 ATTITUDE COMPARATOR - FLASHING - ADI Accepted Accepted Accepted Accepted
3162-000022 FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI Accepted Accepted Accepted Accepted
3162-000028 RADIO ALTITUDE - BELOW ADI Accepted Accepted Accepted Accepted
3162-000030 RISING RUNWAY - DISPLAYED ON THE ADI Accepted Accepted Accepted Accepted
3162-000036 LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT DISPLAY Accepted Accepted Accepted Accepted
3162-000040 BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF RADIO ALTITUDE MINIMUMS - PRIMARY FLIGHT DISPLAY Accepted Accepted Accepted Accepted
3162-000044 TCAS RESOLUTION ADVISORY - VSI Accepted Accepted Accepted Accepted
3162-000046 SINGLE CHANNEL AUTOPILOT ANNUNCIATION - ABOVE ADI Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 13
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
3162-000051 ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE Accepted Accepted Accepted Accepted
3162-000059 MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY Accepted Accepted Accepted Accepted
3162-000064 RANGE ARCS - NAVIGATION DISPLAY Accepted Accepted Accepted Accepted
3162-000079 MANUALLY TUNED VOR SELECTED COURSE LINES DISPLAYED - NAVIGATION DISPLAY Accepted Accepted Accepted Accepted
3162-000084 TCAS 3 NM RANGE RING - NAVIGATION DISPLAY Accepted Accepted Accepted Accepted
3162-000088 AIRSPEED BUG - ENABLED - 80 KNOT SETTING - MACH AIRSPEED INDICATOR Accepted Accepted Accepted Accepted
3162-000355 V1 AURAL CALLOUT - FLIGHT DECK Accepted Accepted Accepted Accepted
3162A627A32 SOFTWARE ACTIVATION - DOUBLE DERATE INDICATION - ENABLE Accepted Accepted Accepted Accepted
3162A627A38 CDS - SOFTWARE ACTIVATION - HORIZON LINE HEADING SCALE - ENABLE Accepted Accepted Accepted Accepted
3162A627A42 CDS - SOFTWARE ACTIVATION - REF FLAP/SPEED ANNUNCIATION - ENABLE Accepted Accepted Accepted Accepted
3162C594A29 CDS - SOFTWARE ACTIVATION - NAVIGATION PERFORMANCE SCALES - ENABLE Accepted Accepted Accepted Accepted
3162E967A02 RSAT - SPEEDBRAKE WARNING Accepted Accepted Accepted Accepted
3244-000009 PARKING BRAKE WARNING LIGHT - NOSE LANDING GEAR AREA Accepted Accepted Accepted Accepted
3245B290A77 WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - COLLINS AEROSPACE - INSTALLATION WITH SFE 12 PR, 235 MPH RATED RADIAL TIRES Accepted Accepted Accepted Accepted
3245B290A92 BRAKES - CARBON - COLLINS AEROSPACE Accepted Accepted Accepted Accepted
3245F216A01 WHEELS AND TIRES - MAIN LANDING GEAR - WHEELS FOR CARBON BRAKES - GOODRICH - INSTALLATION WITH 32 PR, 235 MPH RADIAL TIRES Accepted Accepted Accepted Accepted
3245F216A02 MP - WHEELS, TIRES AND BRAKES - REPLACEMENT - MAIN LANDING GEAR - WHEELS AND TIRES FOR CARBON BRAKES - GOODRICH - MAX9 WHEELS AND 32-PR TIRES IN LIEU OF MAX8 WHEELS AND 30-PL TIRES Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 14
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
3245F802B24 RR 97029-293 - REPLACEMENT - WHEELS AND TIRES - MAIN AND NOSE LANDING GEAR WHEELS AND TIRES WITHOUT TPIS IN LIEU OF WHEELS AND TIRES WITH TPIS Accepted Accepted Accepted Accepted
3249E173A73 TIRE PRESSURE INDICATION SYSTEM - INSTALLATION Accepted Accepted Accepted Accepted
3321C869A65 PASSENGER CABIN LIGHTING - SINGLE-ZONE CONTROL - 737 BOEING SKY INTERIOR Accepted Accepted Accepted Accepted
3324C195A05 NO SMOKING SIGN - SILK SCREENED SYMBOL Accepted Accepted Accepted Accepted
3350A704A19 EMERGENCY ESCAPE PATH LIGHTING - FLOOR MOUNTED - PHOTOLUMINESCENT Accepted Accepted Accepted Accepted
3412E437F31 DUAL ELEMENT ASPIRATED TAT PROBE (FOR FMC) - INSTALLED IN A NON-ASPIRATED CONFIGURATION Accepted Accepted Accepted Accepted
3430F197A39 MP - MULTI-MODE RECEIVER (MMR) AND VOR/MARKER BEACON - REPLACEMENT - ROCKWELL COLLINS 3G MMR P/N 822-2532-100 IN LIEU OF EXISTING ROCKWELL COLLINS MMR P/N 822-1821-332 AND ROCKWELL COLLINS VOR/MARKER BEACON P/N 822-0297-001 - SPE Accepted Accepted Accepted Accepted
3430F211A42 PRR 3M8275-6S - ROCKWELL COLLINS AEROSPACE GLU-2100 MMR SOFTWARE UPDATE - - Accepted Accepted
3430F302B75 MP - SOFTWARE REPLACEMENT - 3G MULTI-MODE RECEIVER (3G MMR) - COLLINS AEROSPACE - P/N 822-2532-100 - BFE Accepted Accepted - -
3430F608A04 3G MULTI-MODE RECEIVER (3G MMR) - COLLINS AEROSPACE - P/N 822-2532-100 - BFE/SPE Accepted Accepted Accepted Accepted
3431C175A06 NAVIGATION CONTROL PANEL (NCP) - GNSS LANDING SYSTEM (GLS) CAPABLE - GABLES - P/N G7501-01- BFE/SPE Accepted Accepted Accepted Accepted
3433C594A24 RADIO ALTIMETER (RA) - CAT IIIB CAPABLE - COLLINS AEROSPACE - P/N 822-0334-003 - BFE/SPE Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 15
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
3436D972A01 HEAD-UP DISPLAY (HUD) - PARTIAL PROVISIONS FOR SINGLE COLLINS AEROSPACE HEAD-UP GUIDANCE SYSTEM (HGS) MODEL 6000 WITH MCDU INTERFACE Accepted Accepted Accepted Accepted
3436D972A02 HEAD-UP DISPLAY (HUD) - INSTALLATION OF SINGLE COLLINS AEROSPACE HEAD-UP GUIDANCE SYSTEM (HGS) MODEL 6000 WITH MCDU INTERFACE - STC CERTIFIED - BFE/SPE Accepted Accepted Accepted Accepted
3443A065B18 SINGLE WEATHER RADAR CONTROL PANEL - WITH MULTISCAN FUNCTIONALITY - COLLINS AEROSPACE P/N 622-5129-802 - BFE/SPE Accepted Accepted Accepted Accepted
3443E568A02 SINGLE WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY WITH V2.0 HAZARD DISPLAY FEATURES - COLLINS AEROSPACE WRP-2100A PROCESSOR P/N 822-3150-101 - BFE/SPE Accepted Accepted Accepted Accepted
3445E724A21 TCAS SYSTEM - COLLINS AEROSPACE TCAS COMPUTER P/N 822-2911-002 - TCAS CHANGE 7.1 COMPLIANT - BFE/SPE Accepted Accepted Accepted Accepted
3446-000046 LOW VOLUME FOR ALTITUDE CALLOUTS Accepted Accepted Accepted Accepted
3446-000050 500 SMART CALLOUT Accepted Accepted Accepted Accepted
3446B693F93 GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 2500, 1000, 500, 100, 50, 40, 30, 20, 10. APPROACHING MINIMUMS, MINIMUMS Accepted Accepted Accepted Accepted
3446C174A14 ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT (VARIABLE CALLOUT BELOW 130 FT) - ENABLE Accepted Accepted Accepted Accepted
3453E437A58 ATC SYSTEM - ROCKWELL COLLINS ATC TRANSPONDER P/N 822-1338-205 - ADS-B OUT DO-260B COMPLIANT - GABLES CONTROL PANEL P/N G6992-40 - BFE/SPE Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 16
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
3453F197A93 MP - AIR TRAFFIC CONTROL TRANSPONDER SYSTEM - REPLACEMENT - GABLES CONTROL PANEL P/N G6992-40 IN LIEU OF P/N G6992-02 - SPE Accepted Accepted Accepted Accepted
3455E717A12 DISTANCE MEASURING EQUIPMENT (DME) - COLLINS AEROSPACE INTERROGATOR P/N 822-2325-001 - BFE/SPE Accepted Accepted Accepted Accepted
3461A425A09 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - BOEING SUPPLIED Accepted Accepted Accepted Accepted
3461A425A33 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY DISTANCE REMAINING - FEET Accepted Accepted Accepted Accepted
3461A425A40 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- VERTICAL NAVIGATION PROFILE- "VNAV ALT"- ENABLE Accepted Accepted Accepted Accepted
3461A425A48 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - ACTIVATE COLOR OPERATION Accepted Accepted Accepted Accepted
3461A890A76 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DISPLAY - MISSED APPROACH IN CYAN UNTIL ACTIVE - ENABLE Accepted Accepted Accepted Accepted
3461B403A13 FLIGHT MANAGEMENT COMPUTING SYSTEM (FMCS) - INTEGRATED APPROACH NAVIGATION (IAN) Accepted Accepted Accepted Accepted
3461C175A11 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIR TRAFFIC SERVICES DATA LINK (ATS DL) - FANS FEATURE ACTIVATION Accepted Accepted Accepted Accepted
3461C175A14 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - FANS CAPABLE MCDU WITH ATC KEYBOARD - INSTALLATION-SFE Accepted Accepted Accepted Accepted
3461C175A32 FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - COMMON VNAV - ENABLE Accepted Accepted Accepted Accepted
3511B873B97 CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - FIRST OBSERVER - COLLINS AEROSPACE - BFE/SPE Accepted Accepted Accepted Accepted
SWA-PA-03729-EX A-3 SA-17
Page 17
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
3511B873B98 CREW OXYGEN MASKS - FULL FACE MASK WITH BUILT-IN SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - COLLINS AEROSPACE - BFE/SPE Accepted Accepted Accepted Accepted
3811-000019 POTABLE WATER - SERVICEABLE TO 60 GALLONS Accepted Accepted Accepted Accepted
3812-000002 NO WATER QUANTITY GAUGE - WATER SERVICE PANEL Accepted Accepted Accepted Accepted
3832-000076 NO SENSOR FOULED LIGHT - COVER PLATE Accepted Accepted Accepted Accepted
3832-000078 NO WASTE QUANTITY GAUGE - COVER PLATE Accepted Accepted Accepted Accepted
3910F197A33 AFT ELECTRONICS PANEL ARRANGEMENT Accepted Accepted Accepted Accepted
3910F197A34 MP - AFT ELECTRONICS PANEL - REVISION Accepted Accepted Accepted Accepted
4400F186A15 MP - HIGH-SPEED COMMUNICATIONS - INSTALLATION - ADDITIONAL PARTIAL PROVISIONS - HONEYWELL GX KA EQUIPMENT AS FURNITURE AND ROCKWELL COLLINS GX JETWAVE KA BAND UNIQUE WIRING AND EQUIPMENT TRAYS - ROCKWELL COLLINS - CSE/SPE Accepted Accepted Accepted Accepted
4420E895E05 IFE SYSTEM - PARTIAL PROVISIONS FOR IN-FLIGHT ENTERTAINMENT AND CONNECTIVITY SYSTEM MAIN EQUIPMENT - 737 MAX Accepted Accepted Accepted Accepted
4435E526E63 HIGH-SPEED COMMUNICATIONS - STRUCTURAL PROVISIONS - TRI-BAND RADOME Accepted Accepted Accepted Accepted
4435E837C84 HIGH-SPEED COMMUNICATIONS - TRI-BAND RADOME INSTALLATION - WHITE COLOR (BAC 7945) Accepted Accepted Accepted Accepted
4435E861A83 HIGH-SPEED COMMUNICATIONS - PARTIAL PROVISIONS FOR KU/KA-BAND OFFBOARD CONNECTIVITY SYSTEMS - 737 MAX Accepted Accepted Accepted Accepted
4435E861A88 HIGH-SPEED COMMUNICATIONS - PARTIAL PROVISIONS FOR CABIN WIRELESS NETWORK SYSTEMS WITH 4 WAPS - 737 MAX Accepted Accepted Accepted Accepted
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Page 18
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
4435E926A65 HIGH-SPEED COMMUNICATIONS - GATE-TO-GATE ACTIVATION - Accepted - Accepted
4435E926B26 HIGH-SPEED COMMUNICATIONS - BROADBAND CONTROL PANEL WITH TWO POSITION SWITCH - Accepted - Accepted
4435F127A23 HIGH-SPEED COMMUNICATIONS - INSTALLATION - HONEYWELL GX KA EQUIPMENT AS FURNITURE - ROCKWELL COLLINS - CSE/SPE Accepted Accepted Accepted Accepted
4435F186A96 HIGH-SPEED COMMUNICATIONS - INSTALLATION - ADDITIONAL PARTIAL PROVISIONS - ROCKWELL COLLINS GX JETWAVE KA BAND UNIQUE WIRING AND EQUIPMENT TRAYS Accepted Accepted Accepted Accepted
4435F186A97 MP - EXTERNAL COMMUNICATION SYSTEM - DELETE - PARTIAL PROVISIONS FOR A GROUND CELLULAR MODEM LOCATED IN THE G4 GALLEY - 737 MAX Accepted Accepted Accepted Accepted
4435F186B82 HIGH-SPEED COMMUNICATIONS - INSTALLATION - OPERATIONAL SOFTWARE - ROCKWELL COLLINS INC - CSE/SPE - Accepted - Accepted
4435F186C78 HIGH-SPEED COMMUNICATIONS - INSTALLATION - INSTALL ROCKWELL COLLINS GX JETWAVE KA BAND EQUIPMENT INTO PROVISIONS AND ACTIVATE THE SYSTEM - ROCKWELL COLLINS INC - CSE/SPE - Accepted - Accepted
4435F186C79 MP - HIGH-SPEED COMMUNICATIONS - INSTALLATION - INSTALL ROCKWELL COLLINS GX JETWAVE KA BAND EQUIPMENT INTO PROVISIONS AND ACTIVATE THE SYSTEM - ROCKWELL COLLINS INC - CSE/SPE - Accepted - Accepted
4610E526A81 ONBOARD NETWORK SYSTEM - PARTIAL PROVISIONS - GROUND BASED CONNECTIVITY Accepted Accepted Accepted Accepted
4610E526B92 ONBOARD NETWORK SYSTEM - CELLULAR AND WIFI GROUND BASED CONNECTIVITY - WIRELESS WIDE AREA NETWORK UNIT (WWU) - BFE/SPE Accepted Accepted Accepted Accepted
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Page 19
BOEING PROPRIETARY

Option Option Title 1C691 1C692-1C694 1C511-1C513 1C514-1C517
4610E526E60 ONBOARD NETWORK SYSTEM - ACTIVATION OF ONS-ACARS CMU INTERFACE Accepted Accepted Accepted Accepted
4610E855A25 CREW WIRELESS NETWORK - FORWARD WIRELESS ACCESS POINT (WAP) - PROVISIONS Accepted Accepted Accepted Accepted
4610E855A26 CREW WIRELESS NETWORK - FORWARD WIRELESS ACCESS POINT (WAP) - INSTALLATION Accepted Accepted Accepted Accepted
4610F197A70 MP - CREW WIRELESS NETWORK - REVISION - CWLU2 FORWARD WIRELESS ACCESS POINT IN LIEU OF EXISTING CWLU1 FORWARD AND AFT WIRELESS ACCESS POINT PROVISIONS Accepted Accepted Accepted Accepted
5231A561C54 CARGO DOOR - SOLID SKIN Accepted Accepted Accepted Accepted
5300-000027 UNDERSEAT FLOOR PANELS, LOW TRAFFIC CAPABILITY Accepted Accepted Accepted Accepted
5352A298A28 RADOME- NORDAM- SFE Accepted Accepted Accepted Accepted
7200D422A03 CFM LEAP-1B ENGINES - 1B25 RATING Accepted Accepted Accepted Accepted
7200F278D81 RR 97226-119 - CFM LEAP-1B ENGINES - ENGINE THRUST RATE INCREASE - 1B27 RATING IN LIEU OF 1B25 RATING - - - Accepted
7200F816A44 RR 97029-296 - REVISION - CFM LEAP-1B ENGINES - 1B28 RATING IN LIEU OF 1B25 RATING Accepted Accepted Accepted Rejected
7200F816A47 RR 97029-297 - REVISION - CFM LEAP-1B ENGINES - 1B28 RATING IN LIEU OF 1B27 RATING Rejected Rejected - Accepted
7900-000116 LUBRICATING OIL - MOBIL JET II Accepted Accepted Accepted Accepted

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BOEING PROPRIETARY



REMARKET AIRCRAFT TECHNICAL ACCEPTANCE AND DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
SOUTHWEST AIRLINES CO.
EXHIBIT B-1 to PURCHASE AGREEMENT
NUMBER PA-03729


Page 1
 SA-17
BOEING PROPRIETARY

EXHIBIT B-1
REMARKET AIRCRAFT TECHNICAL ACCEPTANCE AND
DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 737-8 REMARKET AIRCRAFT

Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction and delivery cycle of the Remarket Aircraft that are critical to accomplishing Initial Technical Acceptance (defined in Article 3.1 below), Final Technical Acceptance (defined in Article 3.6 below), and Delivery (as defined below) of the Reconfigured Remarket Aircraft, and ensuring a positive experience for both parties. This Exhibit B-1 documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

    Boeing and Customer acknowledge that each Remarket Aircraft is built and will be delivered to Customer based on terms specified in Letter Agreement No. SWA-PA-03729-LA-2100594 entitled “737-8 Remarket Aircraft” (Remarket Aircraft Letter Agreement). Boeing has manufactured the Remarket Aircraft as described in their respective As-Built Configurations, as that term is defined in the Remarket Aircraft Letter Agreement and the applicable Exhibit A to the Purchase Agreement.

Following Customer’s Initial Technical Acceptance of the Remarket Aircraft in their respective As-Built Configurations, Boeing will manage the Reconfiguration of the Remarket Aircraft to the Delivery Configuration, as each term is defined in the Remarket Aircraft Letter Agreement. Customer’s Delivery Configuration, once finalized, will be described and incorporated into the Purchase Agreement as Exhibit A documents by way of supplemental agreement.

Upon the completion of the Reconfiguration to conform to the Delivery Configuration, the reconfigured Remarket Aircraft (Reconfigured Remarket Aircraft) will be presented for final inspection and Final Technical Acceptance and Delivery to Customer by Boeing in conformance with the Purchase Agreement.

1.GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of the scheduled Initial Technical Acceptance and/or Delivery with respect to obtaining certain government issued documentation.
1.1Airworthiness and Registration Documents. Boeing and Customer agree that the registration number provided by Customer shall be utilized for each Remarket Aircraft for the process of aircraft certification. Not later than six (6) months prior to Initial Technical Acceptance and upon Boeing request, Customer will notify Boeing



SWA-PA-03729-EX B-1 SA-17
Page 2
BOEING PROPRIETARY

of the registration number to be painted on the side of the Remarket Aircraft. In addition, and not later than three (3) months prior to Initial Technical Acceptance and upon Boeing request, Customer will authorize, by letter to the regulatory authority having jurisdiction, the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Remarket Aircraft. To the extent insufficient time exists between Customer’s purchase of the Remarket Aircraft and the deadlines in this paragraph, Customer will provide the information required as soon as possible following such purchase.
Customer is responsible for furnishing any temporary or permanent registration certificates required by any governmental authority having jurisdiction to be displayed aboard each Remarket Aircraft after Delivery.
1.2Certificate of Sanitary Construction.
1.2.1U.S. Registered Remarket Aircraft. Post modification, Boeing will or will arrange to obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard the Remarket Aircraft after Delivery to Customer.

2.INSURANCE CERTIFICATES.
Unless provided earlier, Customer will provide to Boeing not later than thirty (30) days prior to Delivery, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8.2 of the AGTA.
3.TECHNICAL ACCEPTANCE OF AS-BUILT CONFIGURED REMARKET AIRCRAFT; REMARKET AIRCRAFT REPOSITION.
3.1Schedule Remarket Aircraft for Initial Technical Acceptance. Boeing and Customer shall agree, in advance, on a detailed listing of documents and process steps necessary for initial and final technical acceptance (the Delivery Agenda). In the event that anything in the Delivery Agenda or the Purchase Agreement conflict, the provisions of the Delivery Agenda shall prevail. Each Remarket Aircraft in As-Built Configuration will be available for inspection and an initial technical acceptance by Customer as of the month specified in Letter Agreement No. SWA-PA-03729-LA-1106474R7 entitled “Option Aircraft” of the Purchase Agreement, prior to Reconfiguration (Initial Technical Acceptance), at the Seattle Delivery Center (SDC). Boeing will provide notice of the target date of Initial Technical Acceptance at least forty-five (45) calendar days prior to the scheduled month of Initial Technical Acceptance. Boeing will give Customer at least seven (7) calendar days’ notice of the specific date for review and inspection of the As-Built Configuration of the Remarket Aircraft and will provide the associated technical documents, reports and manuals no later than sixty (60) days prior to the target date. Such reports shall, in addition to other required documentation, include a report on the customer inspection plan (Customer Inspection Report) for the original purchaser of the Remarket Aircraft. At a minimum, the Customer Inspection Report shall include:
3.1.1The areas that were inspected;







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3.1.2The name of the individual conducting the inspection;
3.1.3Details on any inspections that were waived; and
3.1.4Findings and associated corrective actions.

3.2Scope of Initial Inspection. The initial inspection of the Remarket Aircraft shall be equal in scope to that of any other Aircraft under the Purchase Agreement reasonably necessary for Customer to provide its Initial Technical Acceptance in the form substantially similar to Attachment A hereto. Customer recognizes that the Remarket Aircraft are already built and, as a result, not all of the inspection activity that Customer may be accustomed to engaging in during the build process will be available to Customer. Boeing will make reasonable accommodations to provide Customer access for additional inspections as agreed upon.
3.3Delivery Condition Required for Initial Technical Acceptance. The Remarket Aircraft in their As-Built Configuration will be certified by the Federal Aviation Administration (FAA) to the configuration specification described in Exhibit A documents and will conform to Type Certification. Upon Boeing’s presentation of the Remarket Aircraft in the As-Built Configuration, Customer will then provide to Boeing written Initial Technical Acceptance of the As-Built Configuration of each Remarket Aircraft, when:
3.3.1The Remarket Aircraft has the Limited Configuration Revisions incorporated in the As-Built Configuration;
3.3.2The FAA has issued a Standard Airworthiness Certificate for each Remarket Aircraft in its As-Built Configuration;
3.3.3Customer has reviewed, inspected and accepted the technical documents, manuals and Boeing quality reports for each Remarket Aircraft in the As-Built Configuration;
3.3.4Customer has inspected the As-Built Configuration of the Remarket Aircraft;
3.3.5Customer has waived the demonstration flight in accordance with Letter Agreement No. SWA-PA-03729-LA-1106468 entitled “Demonstration Flight Waiver” of the Purchase Agreement; and
3.3.6Customer and Boeing will document any material quality and/or production issues with respect to the As-Built Configuration of the Remarket Aircraft and will execute an Initial Technical Acceptance Commitments Letter. Note that a separate Delivery Commitments Letter will be prepared for the Delivery following completion of Reconfiguration of the Remarket Aircraft to meet the Delivery Configuration.
3.4Re-location of the Remarket Aircraft to the Reconfiguration Site Following Initial Technical Acceptance of the Remarket Aircraft by Customer. Following Customer’s Initial Technical Acceptance, Boeing may, at its discretion, reposition the Remarket Aircraft to the MRO (as defined in the Remarket Aircraft Letter Agreement) that will perform the Reconfiguration. Reconfiguration of the Remarket Aircraft shall be
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performed with the goal of allowing sufficient time for (a) Customer to conduct the Final Technical Acceptance, (b) the MRO to address and/or remediate quality issues related to the Reconfiguration, and (c) Customer to take Delivery of the Remarket Aircraft during the Delivery Month noted in to Letter Agreement No. SWA-PA-03729-LA-1106474R7 entitled “Option Aircraft“, Attachment 1-A. As part of Reconfiguration activities, and to facilitate delivery, all changes to part numbers and serial numbers shall be communicated to Customer as they occur in a mutually acceptable format and timing.
3.5Scope of Final Inspection. The final inspection of the Remarket Aircraft shall be limited to an inspection of the Reconfiguration work performed; provided, however, (i) that, if during the Reconfiguration, and in order to accomplish the Reconfiguration work, there are areas affected beyond those that would normally be accessed or which were previously closed, during original production and/or (ii) if any areas of the Remarket Aircraft that are inspected by Customer for Aircraft were not inspected during original production, subject to Section 3.2, Customer shall be entitled to inspect those additional areas to ensure they comply with the Initial Technical Acceptance.
3.6Final Technical Acceptance. The Remarket Aircraft, in their respective Delivery Configuration shall be made available for a final inspection and technical acceptance of the Reconfiguration work (the Final Technical Acceptance) at the MRO.
3.7Delivery Condition Required for Final Technical Acceptance. Each Remarket Aircraft shall have incorporated all Service Bulletins related to the Reconfiguration, with the touch-labor and work performed as required for completion of the Reconfiguration into the Delivery Configuration. Boeing shall provide Customer with preliminary delivery documents in advance as is customary for Customer’s Aircraft and final, updated versions of the delivery documents shall be provided at Final Technical Acceptance. All documents shall be provided in the same format as is customary for delivery of Customer’s Aircraft. Customer will provide to Boeing written Final Technical Acceptance of the Remarket Aircraft, when:
3.7.1Customer has reviewed, inspected and accepted the Remarket Aircraft’s updated technical documents, manuals and quality reports, as well as an updated weight and balance manual to capture the Remarket Aircraft in its Delivery Configuration. All technical documents and manuals shall be in a post-modification configuration and as applicable, shall possess unique Customer Effectivity Codes.
3.7.2Customer has reviewed and accepted, such acceptance shall not be unreasonably withheld, any Maintenance Review Board and/or Significant Rework Log repairs that were completed during production and/or Reconfiguration.
3.7.3Customer has inspected and accepted the Reconfigured Remarket Aircraft after a post-Reconfiguration functional check flight (Functional Check Flight).
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3.7.3.1If delivery will not occur at the MRO, the Functional Check Flight will be conducted, unless otherwise agreed by the Parties, during the repositioning flight from the MRO to the site of delivery. The Parties agree that the purpose and intent of the Functional Check Flight is to ensure that the functionality of the Remarket Aircraft complies with the Initial Technical Acceptance and the Delivery Configuration. The Remarket Aircraft shall not be flown after the Functional Check Flight without the explicit, prior agreement of Customer.
3.7.3.2Upon completion of the Functional Check Flight, Boeing will address any flight squawks encountered during the Functional Check Flight and Customer will be provided an opportunity to inspect the Remarket Aircraft, in the form of a walk around. Boeing will ensure that all flight squawks and new issues identified by the walk around will be addressed prior to transfer of title.
3.7.3.3Customer will complete its Final Technical Acceptance inspections at the MRO prior to the Functional Check Flight, and Boeing will likewise ensure that all repairs identified during said inspections will be completed prior to the Functional Check Flight or a repositioning flight.
3.7.4Customer and Boeing have documented any material quality and/or production issues with respect to the post-Reconfiguration Configuration of the Remarket Aircraft and executed a Final Technical Acceptance Commitments Letter (A separate Delivery Commitments Letter will be prepared for the Delivery following completion of changes to meet the Delivery Configuration).

3.8Repositioning Upon completion of the Reconfiguration of the Remarket Aircraft, if the Completed Remarket Aircraft will be stored prior to Delivery, Boeing may reposition the Aircraft from the MRO to a storage location and possibly reposition again to support Customer’s Final Technical Acceptance and Delivery.

4.FINAL TECHNICAL ACCEPTANCE AND DELIVERY ACTIONS BY BOEING.
4.1Schedule of Inspections. All FAA, Boeing, Customer and, if required, CBP inspections will be scheduled by Boeing for completion prior to Delivery of the Remarket Aircraft. Customer will be informed of such schedules.
4.2Schedule of Demonstration Flights. All FAA demonstration flights will be scheduled by Boeing for completion prior to Delivery. [***]


4.3[***]


4.4Delivery Papers, Documents and Data. Boeing will have available at the time of Delivery, as the case may be, certain delivery papers, documents and data for




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execution and delivery. Such documents shall include, but not be limited to, a maintenance release from the MRO evidencing the airworthiness of the Remarket Aircraft and a post-modification letter verifying that the Air Traffic Control transponder and altimeter system comply with FAA regulations. If the Remarket Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of Delivery of the Remarket Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Remarket Aircraft from Boeing to Customer.
4.5Delegation of Authority. Boeing will present a certified copy of a delegation of authority, designating and authorizing certain persons to act on its behalf in connection with Delivery of the Completed Remarket Aircraft.
4.6Aircraft Flight Log. Boeing will provide the Remarket Aircraft flight log for repositioning flights where Boeing provides flight crew personnel.

5.ADDITIONAL DELIVERY ACTIONS BY CUSTOMER.
5.1Aircraft Radio Station License. At Delivery Customer will provide its radio station license to be placed on board the Reconfigured Remarket Aircraft following Delivery.
5.2Delegation of Authority. Customer will present to Boeing at Delivery of the Remarket Aircraft an original or certified copy of Customer's delegation of authority designating and authorizing certain persons to act on its behalf in connection with the Delivery.
5.3TSA Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver for the post-Delivery repositioning flight depending on Customer’s en-route stop(s) and destination unless the Customer already has a TSA-approved security program in place. Customer is responsible for application of the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the delivery location.
5.4Electronic Advance Passenger Information System. Should the post-Delivery repositioning flight of a Remarket Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to establish their own account with CBP in order to file for departure.





ATTACHMENT A TO EXHIBIT B-1






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CERTIFICATE OF INITIAL TECHNICAL ACCEPTANCE
BOEING MODEL 737-8
Southwest Airlines Co.

1.
 REMARKET AIRCRAFT IDENTIFICATION
REGISTRATION IDENTIFICATION NO.: <RegNo>
BLOCK NO.: <Block>
MANUFACTURER'S SERIAL NO.: <MSN>
<EngMfg> <EngModel> ENGINE SERIAL NOS.:
POSITION #1 POSITION #2
<EngMSN1> <EngMSN2>
2.REMARKET AIRCRAFT INSPECTION
INSPECTED AT: The State of <DeliveryLocation>

DATE: ___________________ TIME___________________

Southwest Airlines Co. does hereby acknowledge and agree that the above described Remarket Aircraft together with all equipment installed therein and documents related thereto has been inspected by Southwest Airlines Co. to its satisfaction except as noted below, as applicable, and that the Remarket Aircraft complies with the provisions of Purchase Agreement No. 03729 dated December 13, 2011, as amended and supplemented relevant to the Remarket Aircraft, and Southwest Airlines Co. hereby technically accepts such Remarket Aircraft.

EXECUTED this _____ day of <DelMonthYear>.
SOUTHWEST AIRLINES CO.
Signature

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Printed name
Title


Exceptions to Technical Acceptance



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The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
SWA-PA-03729-LA-2100594R1

Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611

Subject:    737-8 Remarket Aircraft

Reference:    a) Purchase Agreement No. PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to models 737-8 and 737-7 aircraft (Aircraft).
b) Letter Agreement No. SWA-PA-03729-LA-2100700R1 entitled “Remarket Aircraft - Configuration Matters” (Remarket Aircraft – Configuration Matters Letter Agreement) to the Purchase Agreement relating to the purchase of model 737-8 Remarket Aircraft.

    This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement and governs Customer’s purchase of sixty (60) remarket Boeing model 737-8 Aircraft with CFMI engines (Remarket Aircraft), under the terms and conditions described in this Letter Agreement and the Purchase Agreement. All capitalized terms which are not otherwise defined herein shall have the definitions specified in the Purchase Agreement and other letter agreements specifically addressing the Remarket Aircraft.

    This Letter Agreement incorporates in the Purchase Agreement those terms applicable only to the Remarket Aircraft. Except as expressly amended by the terms of this Letter Agreement, Remarket Aircraft are in all other respects “Aircraft” under the terms of the Purchase Agreement.

    [***]








    [***]












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    [***]







1.    [***]












































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2.    [***]
    









3.    [***]










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4.    [***]

































5.    [***]

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6.    Miscellaneous.

    [***]

























7.    [***]










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8.    Assignment.

Notwithstanding any other provisions of the Purchase Agreement to the contrary, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Remarket Aircraft and the Replacement Aircraft and cannot be assigned in whole or in part.

9.    Confidential Treatment.

Customer 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 or to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer 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 Remarket 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 Customer 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. Customer shall be fully responsible to Boeing for compliance with such obligations.

    

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Very truly yours,


THE BOEING COMPANY
By /s/ Carson J. May
Name
 Carson J. May
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 3, 2022
SOUTHWEST AIRLINES CO.
By /s/ Chris Monroe
Name
 Chris Monroe
Its SVP Finance and Treasurer



            
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SWA-PA-03729-LA-2100700R1


Southwest Airlines Co.
2702 Love Field Drive
P.O. Box 36611
Dallas, Texas 75235-1611

Subject:    Remarket Aircraft – Configuration Matters

References:    a) Purchase Agreement No. PA-03729 (Purchase Agreement) between The Boeing Company (Boeing) and Southwest Airlines Co. (Customer) relating to models 737-8 and 737-7 aircraft (Aircraft); and

b) Letter Agreement No. SWA-PA-03729-LA-2100594R1 entitled “737-8 Remarket Aircraft” (737-8 Remarket Aircraft Letter Agreement) to the Purchase Agreement relating to the purchase of model 737-8 Remarket Aircraft.

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
1.Additional Delivery Configuration Revisions.
1.1The As-Built Configurations (which will include the Limited Configuration Revisions and As-Installed SPE/BFE, each as described in the 737-8 Remarket Aircraft Letter Agreement) for the Remarket Aircraft are described in the applicable Exhibit A to the Purchase Agreement shall be provided at least sixty (60) days prior to the target date for Initial Technical Acceptance. At Initial Technical Acceptance, Boeing will present each Remarket Aircraft to Customer in the respective As-Built Configuration for inspection and acceptance prior to Reconfiguration (as described in the 737-8 Remarket Aircraft Letter Agreement).
1.2 Following Initial Technical Acceptance by Customer of a Remarket Aircraft in its As-Built Configuration, Boeing will effect the Reconfiguration of such Remarket Aircraft into the Delivery Configuration, subject to minor, aesthetic and part-number differences between the Delivery Configuration of the Remarket Aircraft and the configuration of other Aircraft covered by the Purchase Agreement. Customer shall have the right to refuse any deviation or non-routine repair that would result in a change to the Customer’s maintenance program Once established by the Parties, the Delivery Configuration will be ultimately be defined for each Remarket Aircraft in an Exhibit A to the Purchase Agreement and incorporated into the Purchase Agreement by way of a supplemental agreement.








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1.3[***]



Boeing and Customer will consult together with regard to (i) the master kit changes required in the Change Proposal Packages for Reconfiguration of the Remarket Aircraft to the Delivery Configuration, and (ii) Customer’s BFE required from Customer for certification of each Remarket Aircraft in the Delivery Configuration (Configuration Coordination).
1.3.1Following the Configuration Coordination, Customer will have the opportunity to i) review the detailed descriptions in the Change Proposal Packages and/or ii) meet with Boeing to discuss and amend, as required, the Change Proposal Packages. Such review and/or meeting will not cause a delay to the acceptance timing of the Change Proposal Packages
1.3.2The Change Proposal Package for each Remarket Aircraft will be provided to Customer within thirty (30) days of the Configuration Coordination. Customer will provide acceptance within thirty (30) days of the receipt of the Change Proposal Package.
1.3.3For each Remarket Aircraft, Customer will provide a shipset of Customer’s BFE to Boeing, at the MRO selected to do the Reconfiguration of a Remarket Aircraft, for installation on and certification of the Delivery Configuration of each Remarket Aircraft. Boeing will provide the BFE on-dock dates as referenced in My Boeing Fleet (MBF).
1.3.4The Parties will work together to finalize the respective Delivery Configuration of each Remarket Aircraft, and each Delivery Configuration will be incorporated into the Purchase Agreement as Exhibit A-3 entitled “737-8 Remarket Aircraft Configuration”, with references to each Remarket Aircraft by manufacturer’s serial number (MSN).
1.3.5The Change Proposal Packages, once accepted and incorporated into the Purchase Agreement, will [***]


1.4The Parties agree to cooperate in good faith during the Configuration Coordination so that a mutually agreeable Delivery Configuration can be reached. Any delay in Customer’s acceptance of the Change Proposal Package may affect the schedule for induction of such Remarket Aircraft’s induction into the reconfiguration process and Boeing reserves the right to adjust the scheduled delivery date based on such delay in acceptance due to Customer.









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2.[***]







3.    Confidential Treatment.

Customer 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 or to other parties. Customer agrees to limit the disclosure of the contents of this Letter Agreement to (a) its directors and officers, (b) employees of Customer 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 Remarket 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 Customer 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. Customer shall be fully responsible to Boeing for compliance with such obligations.


















Very truly yours,


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THE BOEING COMPANY
By /s/ Carson J. May
Name
 Carson J. May
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 3, 2022
SOUTHWEST AIRLINES CO.
By /s/ Chris Monroe
Name
 Chris Monroe
Its SVP Finance and Treasurer






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