EX-10.1






FIRST AMENDMENT, dated as of August 9, 2005 (this “First Amendment”), to the
Competitive Advance and Revolving Credit Facility Agreement dated as of April 20, 2004 (the
“Credit Agreement”), among SOUTHWEST AIRLINES CO. (the “Company”), the Banks party
thereto, JPMORGAN CHASE BANK, N.A. (f/k/a JPMorgan Chase Bank), as administrative agent (in such
capacity, the “Administrative Agent”), CITICORP USA INC., as syndication agent, and
BARCLAYS BANK PLC, SUNTRUST BANK and UBS AG, STAMFORD BRANCH as documentation agents. All
capitalized terms used herein that are defined in the Credit Agreement and that are not otherwise
defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.



W I T N E S S E T H:




WHEREAS, the Company has requested that the Banks agree to amend certain provisions of the
Credit Agreement;



WHEREAS, the Banks are willing to agree to the requested amendments, but only upon the terms
and conditions set forth herein;



NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the premises contained herein, the parties hereto agree as
follows:



SECTION 1.   AMENDMENTS TO THE CREDIT AGREEMENT




1.1.   Amendments to Section 1.1 (Certain Defined Terms). Section 1.1 of the Credit
Agreement is hereby amended by deleting the defined terms “Applicable Margin”, “Coverage Ratio”,
“Facility Fee Percentage” and “Original Termination Date” and substituting in lieu thereof the
following new definitions:



“Applicable Margin” means, as of any date, in the case of Alternate Base Loans or
Eurodollar Loans that are Committed Loans, a percentage per annum determined by reference to the
Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin	 	Applicable Margin
	 	 	for Eurodollar	 	for Alternate Base
	Public Debt Rating	 	Loans that are	 	Loans that are
	S&P/Moody’s	 	Committed Loans	 	Committed Loans
	A+/A1 or better
	 	 	0.19	%	 	 	.00	%
	A/A2
	 	 	0.27	%	 	 	.00	%
	A-/A3
	 	 	0.40	%	 	 	.00	%
	BBB+/Baa1
	 	 	0.50	%	 	 	.00	%
	BBB/Baa2
	 	 	0.60	%	 	 	.00	%
	BBB-/Baa3 or below
	 	 	0.80	%	 	 	.00	%






For purposes of determining the Applicable Margin on any date, the Public Debt Rating shall be
determined as set forth in the definition of the term Public Debt Rating.




The Applicable Margin shall be increased by 0.125% at any time when the sum of the
aggregate principal amount of the Loans then outstanding and of the L/C Obligations exceeds
50% of the Total Commitment; provided, that such increase shall apply to Alternate
Base Loans only if pricing set forth in the lowest row in the above pricing grid is
applicable.




“Coverage Ratio” means, as of any date, the ratio of (i) for the four fiscal
quarter period for which the Company’s annual or quarterly Financial Statements have been
most recently required to have been delivered pursuant to Section 6.10(a) and
Section 6.10(b), the Company’s and its Subsidiaries’ consolidated Adjusted Pre-Tax
Income, plus Aircraft Rentals, plus consolidated Net Interest Expense, depreciation, and
amortization, and minus cash dividends paid by the Company, to (ii) current maturities of
Consolidated Long-Term Debt or any other Debt due within a year of the date of
determination, consolidated Net Interest Expense, and Aircraft Rentals paid within such
four-quarter period; provided that, for any four fiscal quarter period inclusive of
the fourth quarter of 2006, there shall be excluded from clause (ii) above principal
payments payable under indentures to which the Company is a party relating to aircraft
financed under the Company’s 2001-1 enhanced equipment trust certificates so long as, at
the last day of each fiscal quarter during such period, the sum of (x) unrestricted cash
and cash equivalents (calculated in accordance with GAAP) reflected on the balance sheet
associated with such Financial Statements as at such date plus (y) the available
and undrawn Commitments hereunder as at such date shall not be less than $1,800,000,000.



“Facility Fee Percentage” means, as of any date, a percentage per annum determined by
reference to the Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Public Debt Rating	 	 
	S&P/Moody’s	 	Percentage
	A+/A1 or better
	 	 	.06	%
	A/A2
	 	 	.08	%
	A-/A3
	 	 	.10	%
	BBB+/Baa1
	 	 	.125	%
	BBB/Baa2
	 	 	.150	%
	BBB-/Baa3 or below
	 	 	.20	%






For purposes of determining the Facility Fee Percentage on any date, the Public Debt Rating
shall be determined as set forth in the definition of the term Public Debt Rating.



“Original Termination Date” means August 9, 2010.



1.2.   Amendment to Section 9.6 (Right of Set-off). Section 9.6 of the Credit
Agreement is hereby amended and restated in its entirety as follows:




Section 9.6 Right of Setoff. If any Event of Default shall have
occurred and is continuing, each Bank and each of its Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Bank or Affiliate to or for
the credit or the account of the Company against any and all obligations of the Company now
or hereafter existing under this Agreement and the Loans held by such Bank or Affiliate,
irrespective of whether or not such Bank or Affiliate shall have made any demand under this
Agreement or any Note and although such obligations may be unmatured. Each Bank agrees
promptly to notify the Company and the Administrative Agent after any such setoff and
application made by such Bank or Affiliate, but the failure to give such notice shall not
affect the validity of such setoff and application. The Rights of each Bank under this
Section 9.6 are in addition to the Rights and remedies (including, without limitation,
other Rights of setoff) which such Bank may have.



SECTION 2.   CONDITIONS PRECEDENT




This Amendment shall become effective upon the satisfaction of the following conditions
precedent (the “First Amendment Effective Date”):



2.1.   Amendment. The Administrative Agent shall have received counterparts of this
First Amendment duly executed by the Company and the Banks.



2.2.   Fees. The Banks, the Administrative Agent and the Arrangers shall have
received all fees required to be paid by the Company on or before the First Amendment Effective
Date.



SECTION 3.   REPRESENTATIONS AND WARRANTIES.




To induce the Banks to enter into this First Amendment, the Company hereby represents and
warrants to the Banks that, before and after giving effect to this First Amendment: (a) the
representations and warranties made by the Company in Article V of the Credit Agreement (except the
last sentence of Section 5.2 and except Section 5.5) are true and correct in all material respects
on and as of the date hereof (except to the extent that such representations and warranties are
expressly stated to relate to an earlier date, in which case such representations shall have been
true and correct in all material respects on and as of such earlier date) and (b) no Default or
Event of Default shall have occurred and be continuing as of such date. For the purposes of clause
(a) above, each reference in Article V of the Credit Agreement to the “Credit Agreement” or the
“Loan Papers” shall be deemed to include a reference to this First Amendment and to the Credit
Agreement as amended by this First Amendment.



SECTION 4.   MISCELLANEOUS.




4.1.   Counterparts. This First Amendment may be executed by the parties hereto in
any number of separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of
this First Amendment by facsimile or other electronic transmission shall be effective as delivery
of a manually executed counterpart of this First Amendment.



4.2.   Fees and Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its reasonable out-of-pocket costs and expenses in connection with the
negotiation, preparation, execution and delivery of this First Amendment, including, without
limitation, the reasonable fees and expenses of Simpson Thacher & Bartlett LLP.



4.3.   Continuing Effect. Except as expressly amended hereby, the Credit Agreement
and the other Loan Papers shall continue to be and shall remain in full force and effect in
accordance with their terms. This First Amendment shall not constitute an amendment or waiver of
any provision of the Credit Agreement or the other Loan Papers not expressly referred to herein and
shall not be construed as an amendment, waiver or consent to any action on the part of the Company
that would require an amendment, waiver or consent of the Banks except as expressly stated herein.



4.4.   GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



4.5.   Miscellaneous. On and after the First Amendment Effective Date, each reference
in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like
import referring to the Credit Agreement, and each reference in the other Loan Papers to the
“Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by this First Amendment.



4.6.   New Banks; Commitments; Exiting Banks. Any party to this First Amendment that
is not already a Bank shall be deemed to become a Bank for all purposes of the Credit Agreement
effective on the First Amendment Effective Date, with a Commitment as of such date in the amount
set forth opposite its name on the signature pages hereof (and its Facility Fee shall commence to
accrue on the First Amendment Effective Date). With respect to each party to this First Amendment
that is already a Bank, the amount of such Bank’s Commitment shall, effective on the First
Amendment Effective Date, be equal to the amount set forth opposite its name on the signature pages
hereof. With respect to any Bank which is not a party to this First Amendment, by its execution
and delivery of this First Amendment under the caption “Exiting Bank” on the signature pages
hereof, such Bank agrees that it shall no longer be a “Bank” for any purpose of the Credit
Agreement effective on the First Amendment Effective Date (provided that such Bank shall be
entitled to its Facility Fees accrued on its Commitments through (but excluding) the First
Amendment Effective Date payable on the Quarterly Payment Date next following the First Amendment
Effective Date). This First Amendment shall, for the purpose of the definition of “Commitment” in
Section 1.1 of the Credit Agreement, be an applicable amendment.



[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused
this First Amendment to be executed and delivered by their respective duly authorized officers as
of the day and year first above written.




SOUTHWEST AIRLINES CO.




	 	 	 	By:
/s/ Tammy Romo Name: Tammy Romo






	 	 	 	Title: Vice President and Treasurer





	 	 	 
	$65,000,000 JPMORGA

	 	N CHASE BANK, N.A., as a Bank, an Issuing

Bank and as Administrative Agent

By: /s/ Matthew H. Massie
	
 
	 	 
	
 
	 	Name: Matthew H. Massie

Title: Managing Director
	 
	 	 
	$65,000,000

	 	CITICORP USA, INC., as a Bank and as Syndication

Agent

By: /s/ Gaylord C. Holmes
	
 
	 	 
	
 
	 	Name: Gaylord C. Holmes

Title: Director
	 
	 	 
	$50,000,000

	 	BARCLAYS BANK PLC, as a Bank and as a

Documentation Agent

By: /s/ Nicholas Bell
	
 
	 	 
	
 
	 	Name: Nicholas Bell

Title: Director
	 
	 	 
	$50,000,000

	 	SUNTRUST BANK, as a Bank and as a Documentation

Agent

By: /s/ Daniel S. Komitor
	
 
	 	 
	
 
	 	Name: Daniel S. Komitor

Title: Director
	 
	 	 
	
 
	 	UBS AG, STAMFORD BRANCH, as a Documentation Agent

By: /s/ Irja R. Otsa
	
 
	 	 
	
 
	 	Name: Irja R. Otsa

Title: Associate Director

Banking Products Services, US
	 
	 	 
	
 
	 	By: /s/ Salloz Sikka
	
 
	 	 
	
 
	 	Name: Salloz Sikka

Title: Associate Director, Banking Products

Services, US
	 
	 	 
	$50,000,000

	 	UBS LOAN FINANCE LLC

By: /s/ Salloz Sikka
	
 
	 	 
	
 
	 	Name: Salloz Sikka

Title: Associate Director, Banking Products

Services, US
	 
	 	 
	$35,000,000

	 	BNP PARIBAS

By: /s/ Henry F. Setina
	
 
	 	 
	
 
	 	Name: Henry F. Setina

Title: Director
	 
	 	 
	
 
	 	By: /s/ Jeff Tobeaux
	
 
	 	 
	
 
	 	Name: Jeff Tobeaux

Title: Vice President
	 
	 	 
	$35,000,000

	 	DEUTSCHE BANK AG, NEW YORK BRANCH

By: /s/ Oliver Schwarz
	
 
	 	 
	
 
	 	Name: Oliver Schwarz

Title: Vice President
	 
	 	 
	
 
	 	By: /s/ Hans-Josef Thiele
	
 
	 	 
	
 
	 	Name: Hans-Josef Thiele

Title: Director
	 
	 	 
	$35,000,000

	 	MERRILL LYNCH BANK USA

By: /s/ Louis Alder
	
 
	 	 
	
 
	 	Name: Louis Alder

Title: Director
	 
	 	 
	$35,000,000

	 	MORGAN STANLEY BANK

By: /s/ Daniel Twenge
	
 
	 	 
	
 
	 	Name: Daniel Twenge

Title: Vice President
	 
	 	 
	$35,000,000

	 	SOCIÉTÉ GÉNÉRALE

By: /s/ R.D. Boyd Harman
	
 
	 	 
	
 
	 	Name: R.D. Boyd Harman

Title: Vice President
	 
	 	 
	$35,000,000

	 	WELLS FARGO BANK, N.A.

By: /s/ Zachary S. Johnson
	
 
	 	 
	
 
	 	Name: Zachary S. Johnson

Title: Vice President
	 
	 	 
	$35,000,000

	 	WILLIAM STREET COMMITMENT CORPORATION

By: /s/ Mark Walton
	
 
	 	 
	
 
	 	Name: Mark Walton

Title: Assistant Vice President
	 
	 	 
	$25,000,000

	 	COMERICA BANK

By: /s/ Jeff P. Geisbauer
	
 
	 	 
	
 
	 	Name: Jeff P. Geisbauer

Title: Corporate Banking Officer
	 
	 	 
	$25,000,000

	 	CREDIT SUISSE FIRST BOSTON (formerly known as

Credit Suisse First Boston), acting through its

Cayman Islands Branch

By: /s/ Karl Studer
	
 
	 	 
	
 
	 	Name: Karl Studer

Title: Director
	 
	 	 
	
 
	 	By: /s/ Jay Chall
	
 
	 	 
	
 
	 	Name: Jay Chall

Title: Director
	 
	 	 
	$25,000,000

	 	THE BANK OF TOKYO-MITSUBISHI, LTD.

By: /s/ Douglas M. Barnell
	
 
	 	 
	
 
	 	Name: Douglas M. Barnell

Title: Vice President & Manager
	 
	 	 
	
 
	 	By: /s/ Brenda S. Trader
	
 
	 	 
	
 
	 	Name: Brenda S. Trader

Title: Banking Officer











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	 	 	 	EXITING BANKS





THE ROYAL BANK OF SCOTLAND PLC


By: /s/ Maria Amaral-LeBlanc


Name: Maria Amaral-LeBlanc

Title: Senior Vice President




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