Exhibit 10.7
FIRST AMENDMENT TO
364-DAY COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
among
SOUTHWEST AIRLINES CO.,
THE BANKS PARTY HERETO,
CITIBANK, N.A.,
as Syndication Agent,
BANK ONE CORPORATION,
BARCLAYS BANK PLC
and
SUNTRUST BANK,
as Documentation Agents,
and
JPMORGAN CHASE BANK,
as Administrative Agent
Dated as of April 22, 2003
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.,
as Joint Lead Arrangers and Joint Bookrunners
SOUTHWEST AIRLINES CO.
FIRST AMENDMENT TO
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
FIRST AMENDMENT, dated as of April 22, 2003 (this "Amendment"),
to the 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT,
dated as of April 23, 2002 (the "Credit Agreement"), among SOUTHWEST AIRLINES
CO. (the "Company"), the Banks party thereto, JPMORGAN CHASE BANK, as
Administrative Agent, and the other Agents referred to therein. Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Credit Agreement.
The Company has requested that the Credit Agreement be amended as
set forth herein and the Banks are willing so to amend the Credit Agreement
on the terms and subject to the conditions set forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Amendments
(a) The definitions of "Banks" and "Commitment" contained in
Section 1.1 of the Credit Agreement are hereby amended and restated in their
entirety as follows:
"Banks" means those banks and other lenders signatory hereto and
other banks or lenders which from time to time become party hereto pursuant
to the provisions of this Agreement.
"Commitment" means, with respect to each Bank, the obligation of
such Bank to make Loans in the aggregate principal and/or face amount set
forth opposite the name of such Bank on Schedule I to the First Amendment to
this Agreement, as such amount may be permanently terminated or reduced from
time to time pursuant to Section 2.6, Section 2.13(d) and Section 6.2, and as
such amount may be increased or reduced from time to time by assignment or
assumption pursuant to Section 2.13(d) and Section 8.11(c). The Commitments
shall automatically and permanently terminate on the Termination Date.
(b) The date "December 31, 2001" contained in the definition of
"Current Financials" in Section 1.1 of the Credit Agreement is hereby changed
to "December 31, 2002".
(c) The date "April 22, 2003" contained in the definition of
"Original Termination Date" in Section 1.1 of the Credit Agreement is hereby
changed to "April 20, 2004".
(d) The date "December 31, 2001" contained in Section 4.2 of
the Credit Agreement is hereby changed to "December 31, 2002".
SECTION 2. Representations and Warranties. The Company
represents and warrants to each of the Banks that, as of the First Amendment
Effective Date (as defined below) after giving effect to the amendments
provided for herein, (a) the representations and warranties set forth in the
Credit Agreement are true and correct, except for any representation and
warranty which is expressly made as of an earlier date, which representation
and warranty shall have been true and correct as of such earlier date
and (b) no Default or Event of Default has occurred and is continuing.
SECTION 3. New Banks. It is understood that any Person listed
on Schedule I hereto that is not already a "Bank" shall be deemed to be a
"Bank" for all purposes of this Amendment and shall become a "Bank" for all
purposes of the Credit Agreement by executing this Amendment.
SECTION 4. Effectiveness. This Amendment shall become effective
on April 22, 2003 (the "First Amendment Effective Date"); provided that, on
or prior to such date, (a) the Administrative Agent (or its counsel) shall
have received copies hereof that, when taken together, bear the signatures of
the Company and each of the Banks and (b) the Administrative Agent shall have
received from the Company, for the account of each Bank, an upfront fee in
the amount of 0.06% of each Bank's Commitment set forth on Schedule I hereto.
SECTION 5. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
SECTION 6. No Other Amendments. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute an amendment of, or otherwise affect the rights and remedies of
any party under, the Credit Agreement, or alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.
SECTION 7. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute but one contract. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Amendment.
IN WITNESS WHEREOF, the Company and the undersigned Banks have
caused this Amendment to be duly executed by their duly authorized officers,
all as of the date first above written.
SOUTHWEST AIRLINES CO.
By/s/▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: VP-Treasurer
Acknowledged by:
JPMORGAN CHASE BANK, as Administrative Agent
By/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Signature Page to the First Amendment dated
as of April 22, 2003 to the Southwest
Airlines Co. 364-Day Competitive Advance and
Revolving Credit Facility Agreement
To approve the First Amendment:
Name of Bank: Barclays Bank PLC
By/s/▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director