================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
______________
Date of Report (Date of earliest event reported): September 20, 1995
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
TEXAS 1-7259 74-1563240
(State or other jurisdiction (Commission (I.R.S. employee
of incorporation) file number) identification no.)
P.O. Box 36611
Love Field, Dallas, Texas 75235
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, include area code: (214) 904-4000
================================================================================
Item 7. Financial Statements and Exhibits.
The following documents are being filed in connection with, and
incorporated by reference into, Southwest Airlines Co.'s Registration Statement
on Form S-3 (File No. 33-59113), as declared effective on May 9, 1995, and
Southwest Airlines Co.'s Registration Statement on Form S-3 (File No.
33-54587), as declared effective on July 21, 1994, relating to Pass Through
Certificates, Series 1995-A.
Exhibits
Exhibit 1.3 - Form of Underwriting Agreement relating to the issuance of Pass Through Certificates,
Series 1995-A.
Exhibit 4.3 - Forms of Pass Through Trust Supplements Nos. 1995-A1, 1995-A2, 1995-A3 and 1995-A4
between Southwest and the Trustee relating to the Pass Through Certificates.
Exhibit 4.4 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee
relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration
No. N396SW.
Exhibit 4.5 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee
and the Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4
Aircraft, Registration No. N396SW.
Exhibit 4.6 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration
No. N396SW (included in Exhibit 4.5).
Exhibit 4.7 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the
Original Loan Participant and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N396SW.
Exhibit 4.8 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the
Owner Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N396SW.
Exhibit 4.9 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to
Boeing 737-3H4 Aircraft, Registration No. N396SW.
Exhibit 4.10 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee
with respect to Boeing 737-3H4 Aircraft, Registration No. N396SW.
-2-
Exhibit 4.11 * - Form of Trust Agreement between the Owner Participant and the Owner Trustee relating to the
Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration Nos. N396SW, N397SW,
N398SW, N399WN, N600WN and N601WN.
Exhibit 4.12 * - Form of Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee
relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration
Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.13 * - Form of First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and
the Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.14 * - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration Nos. N397SW,
N398SW, N399WN, N600WN and N601WN (included in Exhibit 4.13).
Exhibit 4.15 * - Form of Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the
Original Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft,
Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.16 * - Form of First Amendment to Participation Agreement among Southwest, the Owner Participant, the
Owner Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft,
Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.17 * - Form of Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing
737-3H4 Aircraft, Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.18 * - Form of First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee
with respect to Boeing 737-3H4 Aircraft, Registration Nos. N397SW, N398SW, N399WN, N600WN and
N601WN.
Exhibit 4.19 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N602SW.
-3-
Exhibit 4.20 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N602SW.
Exhibit 4.21 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N602SW
(included in Exhibit 4.20).
Exhibit 4.22 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N602SW.
Exhibit 4.23 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N602SW.
Exhibit 4.24 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N602SW.
Exhibit 4.25 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N602SW.
Exhibit 4.26 * - Form of Trust Agreement between the Owner Participant and the Owner Trustee with respect to
Boeing 737-3H4 Aircraft, Registration Nos. N602SW and N603SW.
Exhibit 4.27 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N603SW.
Exhibit 4.28 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N603SW.
Exhibit 4.29 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N603SW
(included in Exhibit 4.28).
Exhibit 4.30 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N603SW.
-4-
Exhibit 4.31 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N603SW.
Exhibit 4.32 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N603SW.
Exhibit 4.33 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N603SW.
Exhibit 4.34 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N604SW.
Exhibit 4.35 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N604SW.
Exhibit 4.36 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N604SW
(included in Exhibit 4.35).
Exhibit 4.37 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N604SW.
Exhibit 4.38 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N604SW.
Exhibit 4.39 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N604SW.
Exhibit 4.40 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N604SW.
Exhibit 4.41 - Trust Agreement between the Owner Participant and the Owner Trustee with respect to Boeing
737-3H4 Aircraft, Registration No. N604SW.
-5-
Exhibit 4.42 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N605SW.
Exhibit 4.43 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N605SW.
Exhibit 4.44 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N605SW
(included in Exhibit 4.43).
Exhibit 4.45 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N605SW.
Exhibit 4.46 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N605SW.
Exhibit 4.47 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N605SW.
Exhibit 4.48 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N605SW.
Exhibit 4.49 - Trust Agreement between the Owner Participant and the Owner Trustee with respect to Boeing
737-3H4 Aircraft, Registration No. N605SW.
Exhibit 4.50 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for Boeing
737-3H4 Aircraft, Registration No. 396SW.
Exhibit 4.51 * - Form of Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
each of five Boeing 737-3H4 Aircraft, Registration Nos. N397SW, N398SW, N399WN, N600WN and
N601WN.
Exhibit 4.52 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee, the Original
-6-
Loan Participant and the Agent relating to the Equipment Notes for Boeing 737-3H4 Aircraft,
Registration No. N602SW.
Exhibit 4.53 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
Boeing 737-3H4 Aircraft, Registration No. N603SW.
Exhibit 4.54 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
Boeing 737-3H4 Aircraft, Registration No. N604SW.
Exhibit 4.55 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
Boeing 737-3H4 Aircraft, Registration No. N605SW.
_______________
* The financing of each of the identified aircraft pursuant to Pass Through
Certificates is documented separately. Pursuant to Instruction 2 to Item 601 of
Regulation S-K, the Registrant has filed the form of the indicated documents
for one of these aircraft only. The documents for the other aircraft are
identical except for the information identifying the aircraft in question, and
the name of the trust established to own such aircraft.
-7-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHWEST AIRLINES CO.
October 2, 1995 By: /s/ GARY C. KELLY
-----------------------------------
Gary C. Kelly
Vice President -- Finance
and Chief Financial Officer
-8-
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
Exhibit 1.3 - Form of Underwriting Agreement relating to the issuance of Pass Through Certificates,
Series 1995-A.
Exhibit 4.3 - Forms of Pass Through Trust Supplements Nos. 1995-A1, 1995-A2, 1995-A3, 1995-A4 and
1995-A5 between Southwest and the Trustee relating to the Pass Through Certificates.
Exhibit 4.4 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee
relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration
No. N396SW.
Exhibit 4.5 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee
and the Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4
Aircraft, Registration No. N396SW.
Exhibit 4.6 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration
No. N396SW (included in Exhibit 4.5).
Exhibit 4.7 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the
Original Loan Participant and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N396SW.
Exhibit 4.8 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the
Owner Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N396SW.
Exhibit 4.9 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to
Boeing 737-3H4 Aircraft, Registration No. N396SW.
Exhibit 4.10 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee
with respect to Boeing 737-3H4 Aircraft, Registration No. N396SW.
Exhibit 4.11 * - Form of Trust Agreement between the Owner Participant and the Owner Trustee relating to the
Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration Nos. N396SW, N397SW,
N398SW, N399WN, N600WN and N601WN.
Exhibit 4.12 * - Form of Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee
relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration
Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.13 * - Form of First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and
the Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.14 * - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration Nos. N397SW,
N398SW, N399WN, N600WN and N601WN (included in Exhibit 4.13).
Exhibit 4.15 * - Form of Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the
Original Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft,
Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.16 * - Form of First Amendment to Participation Agreement among Southwest, the Owner Participant, the
Owner Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft,
Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.17 * - Form of Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing
737-3H4 Aircraft, Registration Nos. N397SW, N398SW, N399WN, N600WN and N601WN.
Exhibit 4.18 * - Form of First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee
with respect to Boeing 737-3H4 Aircraft, Registration Nos. N397SW, N398SW, N399WN, N600WN and
N601WN.
Exhibit 4.19 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N602SW.
Exhibit 4.20 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N602SW.
Exhibit 4.21 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N602SW
(included in Exhibit 4.20).
Exhibit 4.22 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N602SW.
Exhibit 4.23 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N602SW.
Exhibit 4.24 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N602SW.
Exhibit 4.25 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N602SW.
Exhibit 4.26 * - Form of Trust Agreement between the Owner Participant and the Owner Trustee with respect to
Boeing 737-3H4 Aircraft, Registration Nos. N602SW and N603SW.
Exhibit 4.27 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N603SW.
Exhibit 4.28 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N603SW.
Exhibit 4.29 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N603SW
(included in Exhibit 4.28).
Exhibit 4.30 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N603SW.
Exhibit 4.31 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N603SW.
Exhibit 4.32 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N603SW.
Exhibit 4.33 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N603SW.
Exhibit 4.34 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N604SW.
Exhibit 4.35 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N604SW.
Exhibit 4.36 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N604SW
(included in Exhibit 4.35).
Exhibit 4.37 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N604SW.
Exhibit 4.38 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N604SW.
Exhibit 4.39 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N604SW.
Exhibit 4.40 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N604SW.
Exhibit 4.41 - Trust Agreement between the Owner Participant and the Owner Trustee with respect to Boeing
737-3H4 Aircraft, Registration No. N604SW.
Exhibit 4.42 - Trust Indenture and Security Agreement between the Owner Trustee and the Loan Trustee relating
to the Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N605SW.
Exhibit 4.43 - First Amendment to Trust Indenture and Security Agreement between the Owner Trustee and the
Loan Trustee relating to the Equipment Notes with respect to Boeing 737-3H4 Aircraft,
Registration No. N605SW.
Exhibit 4.44 - Form of Equipment Notes with respect to Boeing 737-3H4 Aircraft, Registration No. N605SW
(included in Exhibit 4.43).
Exhibit 4.45 - Participation Agreement among Southwest, the Owner Participant, the Loan Trustee, the Original
Loan Participant, and the Owner Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N605SW.
Exhibit 4.46 - First Amendment to Participation Agreement among Southwest, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Trustee with respect to Boeing 737-3H4 Aircraft, Registration
No. N605SW.
Exhibit 4.47 - Sale and Lease Agreement between Southwest and the Owner Trustee with respect to Boeing 737-3H4
Aircraft, Registration No. N605SW.
Exhibit 4.48 - First Amendment to Sale and Lease Agreement between Southwest and the Owner Trustee with
respect to Boeing 737-3H4 Aircraft, Registration No. N605SW.
Exhibit 4.49 - Trust Agreement between the Owner Participant and the Owner Trustee with respect to Boeing
737-3H4 Aircraft, Registration No. N605SW.
Exhibit 4.50 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for Boeing
737-3H4 Aircraft, Registration No. 396SW.
Exhibit 4.51 * - Form of Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner
Trustee, the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
each of five Boeing 737-3H4 Aircraft, Registration Nos. N397SW, N398SW, N399WN, N600WN and
N601WN.
Exhibit 4.52 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee, the Original
Loan Participant and the Agent relating to the Equipment Notes for Boeing 737-3H4 Aircraft,
Registration No. N602SW.
Exhibit 4.53 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
Boeing 737-3H4 Aircraft, Registration No. N603SW.
Exhibit 4.54 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
Boeing 737-3H4 Aircraft, Registration No. N604SW.
Exhibit 4.55 - Refinancing Agreement among Southwest, the Trustee, the Owner Participant, the Owner Trustee,
the Loan Trustee and the Original Loan Participant relating to the Equipment Notes for
Boeing 737-3H4 Aircraft, Registration No. N605SW.