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EXHIBIT 4.1
FIFTH AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
THIS AMENDMENT is entered into as of March 10, 1995, among SOUTHWEST
AIRLINES CO., a Texas corporation (the "Company"), the banks listed on the
signature pages hereof ("Banks"), TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(formerly TEXAS COMMERCE BANK, NATIONAL ASSOCIATION), a national banking
association, as agent for the Banks (in such capacity, "Agent"), TEXAS COMMERCE
BANK NATIONAL ASSOCIATION, a national banking association, as Funds
Administrator (in such capacity, "Funds Administrator"), and CHEMICAL BANK, a
New York banking corporation, as auction administration agent (in such
capacity, "Auction Administration Agent").
The Company, Banks, Agent, Funds Administrator and Auction Administration
Agent have entered into the Competitive Advance and Revolving Credit Facility
Agreement dated as of December 14, 1990 (as previously amended as of April 4,
1991, December 14, 1991, December 14, 1992, and December 14, 1993 and as
further renewed, extended, amended, or supplemented, the "Credit Agreement").
The Company has requested that the Banks extend the Original Termination Date
to December 14, 1999 and change certain pricing provisions.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Company, Banks, Agent, Funds Administrator and Auction Administration Agent
agree as follows:
1. Unless otherwise specified herein, terms defined in the Credit
Agreement have the same meaning when used herein and all references to
"Sections" and "Schedules" are references to sections and schedules of or to
the Credit Agreement.
2. The following definitions are deleted from Section 1.01 of the Credit
Agreement:
"Anniversary Date"
"Continuing Banks"
"Existing Termination Date"
"Nominee"
"Non-Consenting Banks"
"Notice of Cancellation"
"Notice of Extension"
"Relevant Anniversary Date"
3. The definition of Original Termination Date in Section 1.01 of the
Credit Agreement is amended to read "December 14, 1999," instead of "December
14, 1996."
4. New definitions, reading as follows, are added to Section 1.01 of the
Credit Agreement in appropriate alphabetical order:
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"LIBO Margin for Committed Loans" means the following percentages in
the following contexts:
Company's senior unsecured long-term
debt as rated by S&P or Moody's,
whichever is higher Percentage
------------------- ----------
A1 or better .25
A- or BBB+2 .275
BBB3 .3125
BBB-4 or below .50
"Moody's" means Xxxxx'x Investor Service, Inc.
"S&P" means Standard & Poors Corporation.
5. The definition of Facility Fee Percentage in Section 1.01 of the Credit
Agreement is amended to read as follows:
"Facility Fee Percentage" means the following percentages in the
following contexts:
Company's senior unsecured long-term
debt as rated by S&P or Moody's,
whichever is higher Percentage
------------------- ----------
A1 or .10
A- or BBB+2 .125
BBB3 .1875
BBB-4 or below .25
6. The definition of Commitment found in Section 1.01 of the Credit
Agreement is amended by deleting the words "and Section 2.20" each time they
appear and by deleting the comma found after the reference to "Section 2.06"
and inserting the word "and" in lieu thereof.
--------
(1) A is the S&P rating designation. The rating from Moody's that
corresponds to A is A2.
(2) BBB+ is the S&P rating designation. The rating from Moody's that
corresponds to BBB+ is Baa1.
(3) BBB is the S&P rating. The rating from Moody's that corresponds to BBB
is Baa2.
(4) BBB- is the S&P rating. The rating from Moody's that corresponds to
BBB- is Baa3.
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7. The definition of Majority Committed Banks found in Section 1.01 of the
Credit Agreement is amended by deleting therefrom the following: ", except as
provided in Section 2.20(f),".
8. The definition of Termination Date found in Section 1.01 of the Credit
Agreement is amended by deleting the parenthetical phrase found therein.
9. Section 2.09(a)(ii) is amended in its entirety as follows:
(ii) the LIBO Rate for the Interest Period in effect for such
Loan (A) plus or minus, as the case may be, in the case of each
Competitive Loan, the Margin specified by a Bank with respect to such
Loan in its Competitive Bid submitted pursuant to Section 2.02(b) or
(B) plus, in the case of each Committed Loan, the LIBO for Committed
Loans.
10. Section 2.15(e) of the Credit Agreement is amended to read as follows:
(e) the consent by some Banks but not all of the Banks to
the extension of any Termination Date,
11. Section 2.16 of the Credit Agreement is amended by deleting therefrom
the words "or pursuant to Section 2.20".
12. Section 2.17 of the Credit Agreement is amended by deleting the words
"or Section 2.20" therefrom and inserting the word "and" before the reference
to Section 2.15.
13. Section 2.18(a) of the Credit Agreement is amended by deleting the
words "and Section 2.20", inserting the word "and" before the reference to
Section 2.15 and deleting from the parenthetical found therein the words "and
payments made to a Non-Consenting Bank pursuant to Section 2.20".
14. Section 2.20 of the Credit Agreement is deleted in its entirety and
the following substituted therefor: "[OMITTED INTENTIONALLY]."
15. Section 8.1 of the Credit Agreement is amended by deleting the phrase
"except as expressly provided in Section 2.20" from clause (d) and by deleting
the words "Section 2.20 or" from clause (e).
16. The Credit Agreement is further amended by correcting the following
typographical errors:
Section Current Word Corrected Word
------- ------------ --------------
6.01(e), proviso event (first time it appears) extent
7.02 respect respective
7.06 (second sentence) without within
8.05 Vtermination termination
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17. Conditions Precedent. The foregoing shall not become effective until
all of the following conditions have been satisfied: (i) Agent shall have
received, in sufficient copies for each Bank, a copy of this amendment executed
by the Company together with Officers' Certificates dated the date hereof
certifying inter alia, (A) true and correct copies of resolutions adopted by
the Board of Directors or Executive Committee, as appropriate, of the Company
authorizing the Company to borrow and effect other transactions pursuant to the
Credit Agreement as amended hereby, (B) the incumbency and specimen signatures
of the Persons executing any documents on behalf of the Company, (C) the truth
as of the date first written above of the representations and warranties made
by the Company in the Credit Agreement, as amended hereby, and (D) the absence
of the occurrence and continuance of any Default or Event of Default; and (ii)
Existence and Good Standing Certificates of the Company, from the Secretary of
State and the Comptroller of Public Accounts of Texas.
18. Ratifications. Except as herein specifically amended and modified, (a)
the Credit Agreement is unchanged and continues in full force and effect, and
(b) the Company hereby confirms and ratifies the Credit Agreement's existence
and each and every term, condition, and covenant therein contained, to the same
extent and as though the same were set out herein in full.
19. Representations and Warranties. The Company hereby represents and
warrants to Banks, Agent, Funds Administrator, and Auction Administration Agent
that (a) this amendment and the Loan Papers to be delivered hereunder have been
duly executed and delivered by the Company, (b) no action of, or filing with,
any Tribunal is required to authorize, or is otherwise required in connection
with, the execution, delivery, and performance by the Company of this amendment
and the Loan Papers to be delivered hereunder, (c) this amendment and the Loan
Papers to be delivered hereunder are valid and binding upon the Company and are
enforceable against the Company in accordance with their respective terms,
except as limited by the Bankruptcy Code of the United States of America and
all other similar Laws affecting the rights of creditors generally, (d) the
execution, delivery and performance by the Company of this amendment and the
Loan Papers to be delivered hereunder do not require the consent of any other
Person and do not and will not constitute a violation of any laws, agreement,
or understanding to which the Company is a party or by which the Company is
bound, (e) the representations and warranties contained in the Credit
Agreement, as amended hereby, and any other Loan Paper are true and correct in
all material respects on and as of the date of execution hereof as though made
as of the date of execution hereof, and (f) as of the date of this amendment,
no Default or Event of Default has occurred and is continuing.
20. References. All references in the Loan Papers to the Credit Agreement
shall refer to the Credit Agreement as amended by this amendment, and, because
this amendment is a "Loan Paper" referred to in the Credit Agreement, then the
provisions relating to Loan Papers set forth in the Credit Agreement are
incorporated herein by reference, the same as if set forth herein verbatim.
21. Counterparts. This amendment may be executed in a number of identical
counterparts, each of which shall be deemed an original. In making proof of
this instrument,
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it shall not be necessary for any party to account for all counterparts, and it
shall be sufficient for any party to produce but one such counterpart.
22. Parties Bound. This amendment shall be binding upon and shall inure to
the benefit of the Company, Agent, and each Bank, and, subject to Section 8.11
of the Credit Agreement, their respective successors and assigns.
23. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED HEREBY, AND
THE OTHER LOAN PAPERS REPRESENT THE FINAL CREDIT AGREEMENT BETWEEN THE PARTIES
FOR THE TRANSACTIONS THEREIN, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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EXECUTED as of the date and year first stated above.
SOUTHWEST AIRLINES CO.
By: /s/ XXXX X. XXXX
------------------------------------
Xxxx X. Xxxx, Treasurer
$70,000,000 TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, individually, as
Agent and as Funds Administrator
By: /s/ XXXX X. XXXXXX
-------------------------------------
Xxxx X. Xxxxxx, Senior Vice President
CHEMICAL BANK, as Auction
Administration Agent
By: /s/ XXXXX XXXXXX
-------------------------------------
Xxxxx Xxxxxx, Vice President
$45,000,000 NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXXXX X. XXXXXXXX, Xx.
-------------------------------------
Xxxxxx X. Xxxxxxxx, Xx.,
Senior Vice President
$40,000,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ XXXXXXX X. XXXXX
-------------------------------------
Xxxxxxx X. Xxxxx,
Senior Vice President
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$40,000,000 BANK ONE, TEXAS, N.A.
By: /s/ XXXX XXXXXX
-------------------------------------
Xxxx Xxxxxx, Vice President
$30,000,000 FIRST INTERSTATE BANK OF TEXAS, N.A.
By: /s/ CONNOR X. XXXXXX
-------------------------------------
Connor X. Xxxxxx, Vice President
$25,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ XXXXX XXXXX
-------------------------------------
Xxxxx Xxxxx, Vice President
$25,000,000 THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
$25,000,000 FIRST SECURITY BANK OF UTAH, N.A.
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
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EXHIBIT 4.1 (Continued)
SIXTH AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
THIS SIXTH AMENDMENT is entered into as of May 18, 1995, among SOUTHWEST
AIRLINES CO., a Texas corporation (the "Company"), the banks listed on the
signature pages hereof ("Banks"), TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(formerly TEXAS COMMERCE BANK, NATIONAL ASSOCIATION), a national banking
association, as agent for the Banks (in such capacity, "Agent"), TEXAS COMMERCE
BANK NATIONAL ASSOCIATION, a national banking association, as Funds
Administrator (in such capacity, "Funds Administrator"), and CHEMICAL BANK, a
New York banking corporation, as auction administration agent (in such
capacity, "Auction Administration Agent").
The Company, Banks, Agent, Funds Administrator and Auction Administration
Agent have entered into the Competitive Advance and Revolving Credit Facility
Agreement dated as of December 14, 1990 (as previously amended as of April 4,
1991, December 14, 1991, December 14, 1992, December 14, 1993 and March 10,
1995 and as further renewed, extended, amended, or supplemented, the "Credit
Agreement"). The Company has requested certain amendments to the Credit
Agreement to increase the Total Commitment, to increase the Commitment of
certain Banks and to add ABN AMRO Bank N.V. and National Westminster Plc as
Banks, with Commitments of $50,000,000 and $25,000,000, respectively.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Company, Banks, Agent, Funds Administrator and Auction Administration Agent
agree as follows:
24. Unless otherwise specified herein, terms defined in the Credit
Agreement have the same meaning when used herein and all references to
"Sections" and "Schedules" are references to sections and schedules of or to
the Credit Agreement.
25. Wherever in the Credit Agreement and Exhibits thereto "$300,000,000"
appears, it is hereby amended to be "$460,000,000," and wherever "Three Hundred
Million" appears, it is hereby amended to be "Four Hundred Sixty Million."
26. Schedule I is amended to add the following information with respect to
ANB AMRO Bank N.V. and National Westminster Bank Plc:
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========================================================================================================
Name Lending Office Notice Information
--------------------------------------------------------------------------------------------------------
ABN AMRO BANK N.V. ABN AMRO Bank N.V. ABN AMRO Bank N.V.
000 X. XxXxxxx Xxxxxx 000 X. XxXxxxx Xxxxxx
Xxxxx 000 Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxx, Xxxxxxxx 00000-0000
Fax: 312/000-0000
Phone: 312/000-0000
Attn: Xxxxx X. Xxxx
---------------------------------------------------------------------------------------------------------
National Westminster Bank Plc (Eurodollar) (Lending Issues)
National Westminster Bank Plc National Westminster Bank Plc
Nassau Branch 000 Xxxxx Xxxxxx
000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000
Xxx Xxxx, XX 00000 Fax: 212/000-0000
Phone: 212/000-0000
Attn: Xxxxxx Xxxxxx
-----------------------------------------------------------------------------------------------------------
(Domestic) (LC Issues)
National Westminster Bank Plc National Westminster Bank Plc
000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Fax: 212/000-0000
Phone: 212/000-0000
Attn: Xxxxxxx Xxxxxx
-----------------------------------------------------------------------------------------------------------
(Bankers Acceptances)
National Westminster Bank Plc
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 212/000-0000
Phone: 212/000-0000
Attn: Xxxxxx Xxxxxxxx
===========================================================================================================
27. Conditions Precedent. The foregoing shall not become effective
until all of the following conditions have been satisfied:
(a) Each of ABN AMRO Bank N.V. and National Westminster Bank Plc
and each of the other Banks with a changed Commitment shall have
received a Committed Note, and each Bank shall have received a
Competitive Note, properly dated and executed by the Company, payable
to the order of such Banks, in the amount of its Commitment, in the
case of the Committed Notes to ABN AMRO Bank N.V., National
Westminster Bank Plc and each Bank with a changed Commitment, and in
the amount of the Total Commitment in the case of the Competitive
Notes to all Banks.
(b) Agent shall have received, in sufficient copies for each
Bank, (i) a copy of this amendment executed by the Company together
with Officers' Certificates dated the date hereof certifying inter
alia, (A) true and correct copies of resolutions adopted by the Board
of Directors or Executive Committee, as appropriate, of the Company
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authorizing the Company to borrow and effect other transactions
pursuant to the Credit Agreement as amended hereby, (B) the
incumbency and specimen signatures of the Persons executing any
documents on behalf of the Company, (C) the truth as of the date
first written above of the representations and warranties made by the
Company in the Credit Agreement, as amended hereby, and (D) the
absence of the occurrence and continuance of any Default or Event of
Default; (ii) Existence and Good Standing Certificates of the
Company, from the Secretary of State and the Comptroller of Public
Accounts of Texas; (iii) completed Administrative Questionnaires from
ABN AMRO Bank N.V. and National Westminster Bank Plc; (iv) the
written opinion of counsel to the Company substantially in the form
set out as Exhibit E-1 to the Credit Agreement, modified to include
the transactions contemplated hereby; and (v) the written opinion of
Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., counsel for the Agent and the Banks,
substantially set out as Exhibit E-2 to the Credit Agreement,
modified to include the transactions contemplated hereby.
28. Ratifications. Except as herein specifically amended and
modified, (a) the Credit Agreement is unchanged and continues in full force and
effect, and (b) the Company hereby confirms and ratifies the Credit Agreement's
existence and each and every term, condition, and covenant therein contained,
to the same extent and as though the same were set out herein in full.
29. Representations and Warranties. The Company hereby represents
and warrants to Banks, Agent, Funds Administrator, and Auction Administration
Agent that (a) this amendment and the Loan Papers to be delivered hereunder
have been duly executed and delivered by the Company, (b) no action of, or
filing with, any Tribunal is required to authorize, or is otherwise required in
connection with, the execution, delivery, and performance by the Company of
this amendment and the Loan Papers to be delivered hereunder, (c) this
amendment and the Loan Papers to be delivered hereunder are valid and binding
upon the Company and are enforceable against the Company in accordance with
their respective terms, except as limited by the Bankruptcy Code of the United
States of America and all other similar Laws affecting the rights of creditors
generally, (d) the execution, delivery and performance by the Company of this
amendment and the Loan Papers to be delivered hereunder do not require the
consent of any other Person and do not and will not constitute a violation of
any laws, agreement, or understanding to which the Company is a party or by
which the Company is bound, (e) the representations and warranties contained in
the Credit Agreement, as amended hereby, and any other Loan Paper are true and
correct in all material respects on and as of the date of execution hereof as
though made as of the date of execution hereof, and (f) as of the date of this
amendment, no Default or Event of Default has occurred and is continuing.
30. References. All references in the Loan Papers to the Credit
Agreement shall refer to the Credit Agreement as amended by this amendment,
and, because this amendment is a "Loan Paper" referred to in the Credit
Agreement, then the provisions relating to Loan Papers set forth in the Credit
Agreement are incorporated herein by reference, the same as if set forth herein
verbatim.
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31. Counterparts. This amendment may be executed in a number of
identical counterparts, each of which shall be deemed an original. In making
proof of this instrument, it shall not be necessary for any party to account
for all counterparts, and it shall be sufficient for any party to produce but
one such counterpart.
32. Parties Bound. This amendment shall be binding upon and shall
inure to the benefit of the Company, Agent, and each Bank, and, subject to
Section 8.11 of the Credit Agreement, their respective successors and assigns.
33. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED
HEREBY, AND THE OTHER LOAN PAPERS REPRESENT THE FINAL CREDIT AGREEMENT BETWEEN
THE PARTIES FOR THE TRANSACTIONS THEREIN, AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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EXECUTED as of the date and year first stated above.
SOUTHWEST AIRLINES CO.
By: /s/ XXXX X. XXXX
----------------------------------
Xxxx X. Xxxx
Treasurer
COMMITMENT:
$80,000,000 TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, individually, as
Agent and as Funds Administrator
By: /s/ XXXX X. XXXXXXXX
-----------------------------------
Xxxx X. Xxxxxxxx, Vice President
CHEMICAL BANK, as Auction
Administration Agent
By :/s/ XXXXX XXXXXX
-----------------------------------
Xxxxx Xxxxxx, Vice President
$75,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ XXXXXXX X. XXXXX
-----------------------------------
Xxxxxxx X. Xxxxx, Senior
Vice President
$60,000,000 NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXX X. XXXXXX
-----------------------------------
Xxxx X. Xxxxxx,
Senior Vice President
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$50,000,000 ABN AMRO BANK N.V.
By: /s/ XXXX X. XXXXX
-----------------------------------
Xxxx X. Xxxxx,
Senior Vice President
-and-
By: /s/ XXXXX X. XXXX
-----------------------------------
Xxxxx X. Xxxx,
Vice President
$40,000,000 BANK ONE, TEXAS, N.A.
By: /s/ XXXX XXXXXX
-----------------------------------
Xxxx Xxxxxx, Vice President
$40,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By :/s/ XXXXX XXXXX
-----------------------------------
Xxxxx Xxxxx, Vice President
$35,000,000 FIRST INTERSTATE BANK OF TEXAS, N.A.
By: /s/ CONNOR X. XXXXXX
-----------------------------------
Connor X. Xxxxxx, Vice President
$30,000,000 FIRST SECURITY BANK OF UTAH, N.A.
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx, Vice President
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$25,000,000 THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By: /s/ XXXXX X. XXXXXXXX
----------------------------------
Xxxxx X. Xxxxxxxx, Vice President
$25,000,000 NATIONAL WESTMINSTER BANK PLC
By: /s/ XXXXXX XXXX
----------------------------------
Xxxxxx Xxxx,
Assistant Director-Aerospace
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