FOURTH AMD.COMP.AD.RE.CR.
Published on December 31, 1969
Exhibit 4.1
FOURTH AMENDMENT TO COMPETITIVE ADVANCE AND
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REVOLVING CREDIT FACILITY AGREEMENT
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THIS AMENDMENT is entered into as of December 14, 1993, 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 amended as of April 4, 1991,
December 14, 1991, and December 14, 1992, and as further renewed, extended,
amended, or supplemented, the "CREDIT AGREEMENT"). Pursuant to SECTION 2.20 of
the Credit Agreement, the Company has provided Agent with Notice of Extension
requesting an extension of the Termination Date, and Agent has notified the
Banks of the contents thereof. The Company also has requested certain
amendments to the Credit Agreement in order add The Boatmen's National Bank of
St. Louis and First Security Bank of Utah, N.A. as Banks, each with a Commitment
of $25,000,000.
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 Boatmen's National Bank of St. Louis and First Security Bank of
Utah, N.A. are hereby added as Banks, effective April 12, 1994, and the
Commitment of each of them as of that date is $25,000,000.
3. Effective April 12, 1994, wherever in the Agreement and Exhibits
thereto "$250,000,000" appears, it is hereby amended to be "$300,000,000," and
wherever "Two Hundred Fifty Million" appears, it is hereby amended to be "Three
Hundred Million."
4. The definition of Original Termination Date in SECTION 1.101 of the
Credit Agreement is amended to read "December 14, 1996," instead of "December
14, 1995."
5. SCHEDULE I is amended, effective April 12, 1994, to add the following
information with respect to The Boatmen's National Bank of St. Louis and First
Security Bank of Utah, N.A.:
6. Effective December 14, 1993, the definition of Facility Fee
Percentage in SECTION 1.01 of the Agreement is hereby amended to read as
follows:
"Facility Fee Percentage" means the following percentages in the
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following contexts:
Company's senior unsecured long-term debt
as rated by Standard & Poors Corporation
("S&P") or Moody's Investor Service, Inc.,
("MOODY'S"), whichever is higher
7. Effective December 14, 1993, SECTION 2.09(A)(II) is amended in its
entirety as follows:
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/1/BBB+ is the S&P rating designation. The rating from Moody's which
corresponds to BBB+ is Baa1.
/2/BBB is the S&P rating. The rating from Moody's which corresponds
to BBB is Baa2.
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(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, 0.30% per annum (or 0.425% per annum if the Company's senior unsecured
long-term debt is rated BBB or lower by Standard & Poor's Corporation and Baa2
or lower by Moody's Investor Service, Inc.).
8. Effective December 14, 1993, SECTION 2.09(B)(II) is amended in its
entirety as follows:
(ii) the CD Rate for the Interest Period in effect for such Loan,
plus 0.50% per annum (or 0.625% per annum if the Company's senior unsecured
long-term debt is rated BBB or lower by Standard & Poor's Corporation and
Baa2 or lower by Moody's Investor Services, Inc.).
9. Effective December 14, 1993, the "90" on the first line of SECTION
5.10(A) is amended to be "120".
10. CONDITIONS PRECEDENT. The foregoing shall not become effective until
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all of the following conditions have been satisfied:
(a) Each of The Boatmen's National Bank of St. Louis and First
Security Bank of Utah, N.A. 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 The Boatmen's National Bank of St. Louis and
First Security Bank of Utah, N.A., and in the amount of the Total Commitment in
the case of the Competitive Notes to all Banks.
(b) (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; (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 The Boatmen's
National Bank of St. Louis and First Security Bank of Utah, N.A.; (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
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of counsel for Agent and Banks substantially in the form set out as EXHIBIT E-2
to the Credit Agreement, modified to include the transactions contemplated
hereby.
11. RATIFICATIONS. Except as herein specifically amended and modified,
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(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.
12. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
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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.
13. REFERENCES. All references in the Loan Papers to the Credit
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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.
14. COUNTERPARTS. This amendment may be executed in a number of
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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.
15. PARTIES BOUND. This amendment shall be binding upon and shall inure
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to the benefit of the Company, Agent, and each Bank, and, subject to SECTION
8.11, their respective successors and assigns.
16. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED HEREBY,
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AND THE OTHER LOAN PAPERS REPRESENT THE FINAL
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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.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.]
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EXECUTED as of the date and year first stated above.
SOUTHWEST AIRLINES CO.
By /s/ John D. Owen
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John D. Owen
Treasurer
$70,000,000 TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, individually, as
Agent and as Funds Administrator
By /s/ Mark J. Denton
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Mark J. Denton, Senior Vice
President
CHEMICAL BANK, as Auction
Administration Agent
By /s/ Janet Beldin
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Janet Beldin, Vice President
$45,000,000 NATIONSBANK OF TEXAS, N.A.
By /s/ Donald L. Harrison Jr.
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Donald L. Harrison Jr., Senior Vice
President
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$40,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Patrick P. Horan
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Patrick P. Horan, Senior Vice President
$40,000,000 BANK ONE, TEXAS, N.A.
By /s/ Michael R. Silverman
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Michael R. Silverman, Vice President
$30,000,000 FIRST INTERSTATE BANK OF
TEXAS, N.A.
By /s/ Connor J. Duffey
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Connor J. Duffey, Vice President
$25,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By /s/ David Dixon
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David Dixon, Vice President
$25,000,000 THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS
By /s/ Dwight D. Erdbruegger
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Dwight D. Erdbruegger, Vice President
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$25,000,000 FIRST SECURITY BANK OF UTAH, N.A.
By /s/ Jeffrey J. Jensen
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Jeffrey J. Jensen, Vice President
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