exv4w12



 





Exhibit 4.12




EXECUTION COPY




 

 










REVOLVING CREDIT AGREEMENT



dated as of October 3, 2007


between


WILMINGTON TRUST COMPANY,

as Subordination Agent,

as Agent and Trustee for the

Southwest Airlines Pass Through Trust 2007-1A,

as Borrower


and


BNP PARIBAS,

as Liquidity Provider


 



Relating to Southwest Airlines

Pass Through Trust 2007-1A

Southwest Airlines Pass Through Certificates, Series 2007-1A

 





 

 






 









 














TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	     Section 1.01
	 	Certain Defined Terms	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT	 	 	7	 
	     Section 2.01
	 	The Advances	 	 	7	 
	     Section 2.02
	 	Making the Advances	 	 	7	 
	     Section 2.03
	 	Fees	 	 	9	 
	     Section 2.04
	 	Automatic Reductions and Termination of the Maximum Commitment	 	 	9	 
	     Section 2.05
	 	Repayments of Interest Advances , the Special Termination Advance or	 	 	 	 
	 
	 	the Final Advance	 	 	10	 
	     Section 2.06
	 	Repayments of Provider Advances	 	 	10	 
	     Section 2.07
	 	Payments to the Liquidity Provider Under the Intercreditor Agreement	 	 	11	 
	     Section 2.08
	 	Book Entries	 	 	12	 
	     Section 2.09
	 	Payments from Available Funds Only	 	 	12	 
	     Section 2.10
	 	Extension of the Expiry Date; Non-Extension Advance	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE III OBLIGATIONS OF THE BORROWER	 	 	12	 
	     Section 3.01
	 	Increased Costs	 	 	12	 
	     Section 3.02
	 	Capital Adequacy	 	 	13	 
	     Section 3.03
	 	Payments Free of Deductions	 	 	14	 
	     Section 3.04
	 	Payments	 	 	15	 
	     Section 3.05
	 	Computations	 	 	15	 
	     Section 3.06
	 	Payment on Non-Business Days	 	 	15	 
	     Section 3.07
	 	Interest	 	 	16	 
	     Section 3.08
	 	Replacement of Borrower	 	 	17	 
	     Section 3.09
	 	Funding Loss Indemnification	 	 	17	 
	     Section 3.10
	 	Illegality	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT	 	 	18	 
	     Section 4.01
	 	Conditions Precedent to Effectiveness of Section 2.01	 	 	18	 
	     Section 4.02
	 	Conditions Precedent to Borrowing	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE V COVENANTS	 	 	19	 






i









 






TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	     Section 5.01
	 	Affirmative Covenants of the Borrower	 	 	19	 
	     Section 5.02
	 	Negative Covenants of the Borrower	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE VI LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION	 	 	20	 
	     Section 6.01
	 	Liquidity Events of Default and Special Termination	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE VII MISCELLANEOUS	 	 	21	 
	     Section 7.01
	 	Amendments, Etc	 	 	21	 
	     Section 7.02
	 	Notices, Etc	 	 	21	 
	     Section 7.03
	 	No Waiver; Remedies	 	 	22	 
	     Section 7.04
	 	Further Assurances	 	 	22	 
	     Section 7.05
	 	Indemnification; Survival of Certain Provisions	 	 	23	 
	     Section 7.06
	 	Liability of the Liquidity Provider	 	 	23	 
	     Section 7.07
	 	Costs, Expenses and Taxes	 	 	24	 
	     Section 7.08
	 	Binding Effect; Participations	 	 	24	 
	     Section 7.09
	 	Severability	 	 	25	 
	     Section 7.10
	 	GOVERNING LAW	 	 	25	 
	     Section 7.11
	 	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity	 	 	25	 
	     Section 7.12
	 	Execution in Counterparts	 	 	26	 
	     Section 7.13
	 	Entirety	 	 	26	 
	     Section 7.14
	 	Headings	 	 	26	 
	     Section 7.15
	 	Liquidity Provider’s Obligation to Make Advances	 	 	26	 






	 	 	 	 	 
	Annex I

	 	—
	 	Interest Advance Notice of Borrowing
	Annex II

	 	—
	 	Non-Extension Advance Notice of Borrowing
	Annex III

	 	—
	 	Downgrade Advance Notice of Borrowing
	Annex IV

	 	—
	 	Final Advance Notice of Borrowing
	Annex V

	 	—
	 	Notice of Termination
	Annex VI

	 	—
	 	Notice of Replacement Subordination Agent
	Annex VII

	 	—
	 	Special Termination Advance Notice of Borrowing
	Annex VIII

	 	—
	 	Notice of Special Termination
	Annex IX

	 	—
	 	Subordination Agent Incumbency Certificate






ii









 






REVOLVING CREDIT AGREEMENT




     THIS REVOLVING CREDIT AGREEMENT dated as of October 3, 2007 (this “Agreement”),
between WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity
but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as
agent and trustee for the Class A Trust (as defined in the Intercreditor Agreement) (the
“Borrower”), and BNP PARIBAS, a société anonyme organized under the laws of France acting
through its New York Branch (the “Liquidity Provider”).



WITNESSETH:




     WHEREAS, pursuant to the Class A Trust Agreement (such term and all other capitalized terms
used in these recitals having the meanings set forth or referred to in Section 1.01), the Class A
Trust is issuing the Class A Certificates; and



     WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on
the Class A Certificates in accordance with their terms, has requested the Liquidity Provider to
enter into this Agreement, providing in part for the Borrower to request in specified circumstances
that Advances be made hereunder.



     NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Certain Defined Terms. (a) Definitions. As used in this
Agreement and unless otherwise expressly indicated, or unless the context clearly requires
otherwise, the following capitalized terms shall have the following respective meanings for all
purposes of this Agreement:



     “Additional Costs” has the meaning assigned to such term in Section 3.01.



     “Advance” means an Interest Advance, a Final Advance, a Provider Advance, a Special
Termination Advance, an Applied Special Termination Advance or an Applied Provider Advance, as the
case may be.



     “Applicable Liquidity Rate” has the meaning assigned to such term in Section 3.07(g).



     “Applicable Margin” means (x) with respect to any Unpaid Advance (other than an
Unapplied Special Termination Advance) or Applied Provider Advance, 1.20% per annum, or (y) with
respect to any Unapplied Provider Advance, the margin per annum specified in the Fee Letter, or (z)
with respect to any Unapplied Special Termination Advance, the margin per annum specified in the
Fee Letter.



 









 





[Revolving Credit Agreement]




     “Applied Downgrade Advance” has the meaning assigned to such term in Section 2.06(a).



     “Applied Non-Extension Advance” has the meaning assigned to such term in Section
2.06(a).



     “Applied Provider Advance” has the meaning assigned to such term in Section 2.06(a).



     “Applied Special Termination Advance” has the meaning assigned to such term in Section
2.05.



     “Base Rate” means, for a day, a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to (a) the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the
preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so
published for any day that is a Business Day, the average of the quotations for such day for such
transactions received by the Liquidity Provider from three Federal funds brokers of recognized
standing selected by it, plus (b) one-quarter of one percent (1/4 of 1%).



     “Base Rate Advance” means an Advance that bears interest at a rate based upon the Base
Rate.



     “Borrower” has the meaning assigned to such term in the recital of parties to this
Agreement.



     “Borrowing” means the making of Advances requested by delivery of a Notice of
Borrowing.



     “Business Day” means any day other than a Saturday or Sunday or a day on which
commercial banks are required or authorized to close in Dallas, Texas, New York, New York or, so
long as any Class A Certificate is outstanding, the city and state in which the Class A Trustee,
the Borrower or any Loan Trustee maintains its corporate trust office or receives or disburses
funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest
based on the LIBOR Rate, on which dealings in dollars are carried on in the London interbank
market.



     “Consent Period” has the meaning assigned to such term in Section 2.10.



     “Downgrade Advance” means an Advance made pursuant to Section 2.02(c).



     “Downgrade Event” means a downgrading of the Liquidity Provider’s short-term unsecured
debt rating or short-term issuer credit rating (as applicable) issued by either Rating Agency below
the applicable Threshold Rating.



     “Effective Date” has the meaning assigned to such term in Section 4.01. The delivery
of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive
evidence that the Effective Date has occurred.



2









 





[Revolving Credit Agreement]



     “Excluded Taxes” means (i) Taxes imposed on, based on, or measured by the overall net
income, capital, franchises or receipts (other than Taxes which are or are in the nature of sales
or use Taxes or value added Taxes) of the Liquidity Provider or of its Lending Office by the
jurisdiction where such Liquidity Provider’s principal office or such Lending Office is located or
any other taxing jurisdiction in which such Tax is imposed solely as a result of the Liquidity
Provider being, or having been, organized in, or conducting, or having conducted, any activities
unrelated to the transactions contemplated by the Operative Agreements in such jurisdiction, and
(ii) Excluded Withholding Taxes.



     “Excluded Withholding Taxes” means (i) withholding Taxes imposed by the United States
except (but only in the case of a successor Liquidity Provider organized under the laws of a
jurisdiction outside the United States) to the extent that such United States withholding Taxes are
imposed or increased as a result of any change in applicable law or treaty after the date hereof,
(ii) any withholding Taxes imposed by the United States which are imposed or increased as a result
of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which
certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled
to provide) which is reasonably requested by the Borrower to establish that payments under this
Agreement are exempt from (or entitled to a reduced rate of) withholding Tax, and (iii) withholding
Taxes imposed by the United States on payments to a recipient in any other jurisdiction to which
such Lending Office is moved if, under the laws in effect at the time of such move, such laws would
require greater withholding of Taxes on payments to such Liquidity Provider acting from an office
in such jurisdiction than would be required on payments to such Liquidity Provider acting from an
office in the jurisdiction from which such Lending Office was moved.



     “Expenses” means liabilities, obligations, damages, settlements, penalties, claims,
actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees
and disbursements of legal counsel and costs of investigation), provided that Expenses shall not
include any Taxes.



     “Expiry Date” means October 1, 2008, initially, or any date to which the Expiry Date
is extended pursuant to Section 2.10.



     “Final Advance” means an Advance made pursuant to Section 2.02(d).



     “GAAP” means generally accepted accounting principles as set forth in the statements
of financial accounting standards issued by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants, as such principles may at any time or from time
to time be varied by any applicable financial accounting rules or regulations issued by the
Securities and Exchange Commission and, with respect to any person, shall mean such principles
applied on a basis consistent with prior periods except as may be disclosed in such person’s
financial statements.



     “Indemnified Tax” has the meaning assigned to such term in Section 3.03(a).



3









 





[Revolving Credit Agreement]



     “Intercreditor Agreement” means the Intercreditor Agreement dated as of the date
hereof among the Trustee, the Liquidity Provider, and the Subordination Agent, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with its terms.



     “Interest Advance” means an Advance made pursuant to Section 2.02(a).



     “Interest Period” means, with respect to any LIBOR Advance, each of the following
periods:




     (i) the period beginning on the third Business Day following either (x) the date of the
Liquidity Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or (y) the
date of the withdrawal of funds from the Cash Collateral Account for the purpose of paying
interest on the Class A Certificates as contemplated by Section 2.06(a) hereof and, in
either case, ending on the next Regular Distribution Date (or, if such day is not a Business
Day, the next succeeding Business Day); and




     (ii) each subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the next Regular Distribution Date (or, if such day is not a
Business Day, the next succeeding Business Day);



provided, however, that if (x) the Final Advance shall have been made, or (y) other outstanding
Advances shall have been converted into the Final Advance, then the Interest Periods shall be
successive periods of one month beginning on the third Business Day following the Liquidity
Provider’s receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x)
above) or the Regular Distribution Date (or, if such day is not a Business Day, the next succeeding
Business Day) following such conversion (in the case of clause (y) above).



     “Lending Office” means the office of the Liquidity Provider presently located in New
York, New York, or such other office as the Liquidity Provider from time to time shall notify the
Borrower as its Lending Office hereunder; provided that the Liquidity Provider shall not change its
Lending Office to another Lending Office outside the United States of America except in accordance
with Section 3.01, 3.02, 3.03 or 3.10 hereof.



     “LIBOR Advance” means an Advance bearing interest at a rate based upon the LIBOR Rate.



     “LIBOR Rate” means, with respect to any Interest Period,




     (i) the rate per annum appearing on Bloomberg L.P. page “BBAM” (or any successor or
substitute therefor) at approximately 11:00 a.m. (London time) two Business Days before the
first day of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period, or




     (ii) if the rate calculated pursuant to clause (i) above is not available, the average
(rounded upwards, if necessary, to the next 1/16 of 1%) of the rates per annum at which
deposits in dollars are offered for the relevant Interest Period by three banks of
recognized standing selected by the Liquidity Provider in the London interbank market at
approximately 11:00 a.m. (London time) two Business Days before the first day of such



4









 





 [Revolving Credit Agreement]




Interest Period in an amount approximately equal to the principal amount of the LIBOR
Advance to which such Interest Period is to apply and for a period comparable to such
Interest Period.



     “Liquidity Event of Default” means the occurrence of either (a) the Acceleration of
all of the Equipment Notes or (b) a Southwest Bankruptcy Event.



     “Liquidity Indemnitee” means (i) the Liquidity Provider, (ii) the directors, officers,
employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of
the persons described in clauses (i) and (ii) inclusive.



     “Liquidity Provider” has the meaning assigned to such term in the recital of parties
to this Agreement.



     “Maximum Available Commitment” means, subject to the proviso contained in the third
sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time
less (b) the aggregate amount of each Interest Advance outstanding at such time; provided that
following a Provider Advance, a Special Termination Advance, or a Final Advance, the Maximum
Available Commitment shall be zero.



     “Maximum Commitment” means initially $38,016,225.00 as such amount may be reduced from
time to time in accordance with Section 2.04(a).



     “Non-Extension Advance” means an Advance made pursuant to Section 2.02(b).



     “Notice of Borrowing” has the meaning assigned to such term in Section 2.02(e).



     “Notice of Replacement Subordination Agent” has the meaning assigned to such term in
Section 3.08.



     “Performing Note Deficiency” means any time that less than 65% of the then aggregate
outstanding principal amount of all Equipment Notes (other than any Additional Equipment Notes
issued under any Indenture) are Performing Equipment Notes.



     “Prospectus Supplement” means the final Prospectus Supplement dated September 19, 2007
relating to the Certificates, as such Prospectus Supplement may be amended or supplemented.



     “Provider Advance” means a Downgrade Advance or a Non-Extension Advance.



     “Regulatory Change” has the meaning assigned to such term in Section 3.01.



     “Replenishment Amount” has the meaning assigned to such term in Section 2.06(b).



     “Required Amount” means, for any day, the sum of the aggregate amount of interest,
calculated at the rate per annum equal to the Stated Interest Rate for the Class A Certificates,
that would be payable on the Class A Certificates on each of the three successive semi-annual
Regular Distribution Dates immediately following such day or, if such day is a Regular



5









 





[Revolving Credit Agreement]




Distribution Date, on such day and the succeeding two semi-annual Regular Distribution Dates,
in each case calculated on the basis of the Pool Balance of the Class A Certificates on such day
and without regard to expected future distributions of principal on the Class A Certificates.



     “Special Termination Advance” means an Advance made pursuant to Section 2.02(g).



     “Special Termination Notice” means the Notice of Termination substantially in the form
of Annex VIII to this Agreement.



     “Termination Date” means the earliest to occur of the following: (i) the Expiry Date;
(ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by the
Borrower, certifying that all of the Class A Certificates have been paid in full (or provision has
been made for such payment in accordance with the Intercreditor Agreement and the Class A Trust
Agreement) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on
which the Borrower delivers to the Liquidity Provider a certificate, signed by the Borrower,
certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full
pursuant to Section 3.5(e) of the Intercreditor Agreement; (iv) the fifth Business Day following
the receipt by the Borrower of a Termination Notice or Special Termination Notice from the
Liquidity Provider pursuant to Section 6.01 hereof; and (v) the date on which no Advance is or may
(including by reason of reinstatement as herein provided) become available for a Borrowing
hereunder.



     “Termination Notice” means the Notice of Termination substantially in the form of
Annex V to this Agreement.



     “Transferee” has the meaning assigned to such term in Section 7.08(b).



     “Unapplied Downgrade Advance” means any Downgrade Advance other than an Applied
Downgrade Advance.



     “Unapplied Non-Extension Advance” means any Non-Extension Advance other than an
Applied Non-Extension Advance.



     “Unapplied Provider Advance” means any Provider Advance other than an Applied Provider
Advance.



     “Unapplied Special Termination Advance” means any Special Termination Advance other
than an Applied Special Termination Advance.



     “Unpaid Advance” has the meaning assigned to such term in Section 2.05.



     (b) Terms Defined in the Intercreditor Agreement. Capitalized terms not otherwise
defined in this Agreement shall have the respective meanings assigned to such terms in the
Intercreditor Agreement.



6









 





[Revolving Credit Agreement]



ARTICLE II




AMOUNT AND TERMS OF THE COMMITMENT




     Section 2.01 The Advances. The Liquidity Provider hereby irrevocably agrees, on the
terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on
any Business Day during the period from the Effective Date until 1:00 p.m. (New York City time) on
the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to
exceed the Maximum Commitment.



     Section 2.02 Making the Advances. (a) Interest Advances shall be made in one or more
Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of
Borrowing in substantially the form of Annex I attached hereto, signed by the Borrower, in an
amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the
payment when due of interest on the Class A Certificates at the Stated Interest Rate therefor in
accordance with Section 3.5(a) of the Intercreditor Agreement. Each Interest Advance made
hereunder shall automatically reduce the Maximum Available Commitment and the amount available to
be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to
reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full
or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together
with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be
reinstated by an amount equal to the amount of the Interest Advance so repaid but not to exceed the
Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so
reinstated (x) at any time if (i) a Liquidity Event of Default shall have occurred and be
continuing and (ii) there is a Performing Note Deficiency or (y) at any time after the making of a
Provider Advance, a Final Advance or a Special Termination Advance or after any Interest Advance
shall have been converted into a Final Advance.



     (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not
extended in accordance with Section 3.5(d) of the Intercreditor Agreement (unless a Replacement
Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as
contemplated by said Section 3.5(d) within the time period specified in such Section) by delivery
to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form
of Annex II attached hereto, signed by the Borrower, in an amount equal to the Maximum Available
Commitment at such time, and shall be used to fund the Cash Collateral Account in accordance with
said Section 3.5(d) and Section 3.5(f) of the Intercreditor Agreement.



     (c) A Downgrade Advance shall be made in a single Borrowing upon the occurrence of a Downgrade
Event (as provided for in Section 3.5(c) of the Intercreditor Agreement) unless a Replacement
Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower
in accordance with Section 3.5(c), by delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex III attached hereto, signed by the Borrower,
in an amount equal to the Maximum Available Commitment at



7









 





[Revolving Credit Agreement]




such time, and shall be used solely to fund the Cash Collateral Account in accordance with
said Section 3.5(c) and Section 3.5(f) of the Intercreditor Agreement.



     (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a
Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the
Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of
Annex IV attached hereto, signed by the Borrower, in an amount equal to the Maximum Available
Commitment at such time, and shall be used solely to fund the Cash Collateral Account (in
accordance with Sections 3.5(f) and 3.5(i) of the Intercreditor Agreement).



     (e) Each Borrowing shall be made on notice in writing (a “Notice of Borrowing”) in
substantially the form required by Section 2.02(a), 2.02(b), 2.02(c), 2.02(d) or 2.02 (g), as the
case may be, given by the Borrower to the Liquidity Provider. Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider’s office at the address
specified in Section 7.02. If a Notice of Borrowing is delivered by the Borrower in respect of any
Borrowing no later than 1:00 p.m. (New York City time) on a Business Day, upon satisfaction of the
conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity
Provider shall make available to the Borrower, in accordance with its payment instructions, the
amount of such Borrowing in U.S. dollars and immediately available funds, before 5:00 p.m. (New
York City time) on such Business Day or on such later Business Day specified in such Notice of
Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing on a
day that is not a Business Day or after 1:00 p.m. (New York City time) on a Business Day, upon
satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested
Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its
payment instructions, the amount of such Borrowing in U.S. dollars and in immediately available
funds, before 12:00 Noon (New York City time) on the first Business Day next following the day of
receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such
Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of
immediately available funds to the Borrower in accordance with such wire transfer instructions as
the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.



     (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance
with the Borrower’s payment instructions, the Liquidity Provider shall be fully discharged of its
obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not
thereafter be obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. If the Liquidity Provider makes an Advance
requested pursuant to a Notice of Borrowing before 12:00 Noon (New York City time) on the second
Business Day after the date of payment specified in Section 2.02(e), the Liquidity Provider shall
have fully discharged its obligations hereunder with respect to such Advance and an event of
default shall not have occurred hereunder. Following the making of any Advance pursuant to Section
2.02(b), (c), (d) or (g) hereof to fund the Cash Collateral Account, the Liquidity Provider shall
have no interest in or rights to the Cash Collateral Account, the funds constituting such Advance
or any other amounts from time to time on deposit in the Cash Collateral Account; provided
that the foregoing shall not affect or impair



8









 





[Revolving Credit Agreement]




the obligations of the Subordination Agent to make the distributions contemplated by Section
3.5(e) or (f) of the Intercreditor Agreement, and provided further, that the foregoing
shall not affect or impair the rights of the Liquidity Provider to provide written instructions
with respect to the investment and reinvestment of amounts in the Cash Collateral Accounts to the
extent provided in Section 2.2(b) of the Intercreditor Agreement. By paying to the Borrower
proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement,
the Liquidity Provider makes no representation as to, and assumes no responsibility for, the
correctness or sufficiency for any purpose of the amount of the Advances so made and requested.



     (g) A “Special Termination Advance” shall be made in a single Borrowing upon the receipt by
the Borrower of a Special Termination Notice from the Liquidity Provider pursuant to Section
6.01(b), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex VII, signed by the Borrower, in an amount equal to the Maximum
Available Commitment at such time, and shall be used solely to fund the Cash Collateral Account (in
accordance with Section 3.5(f) and Section 3.5(k) of the Intercreditor Agreement).



     Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set
forth in the Fee Letter.



     Section 2.04 Automatic Reductions and Termination of the Maximum Commitment.



     (a) Automatic Reduction. Promptly following each date on which the Required Amount is
reduced as a result of a reduction in the Pool Balance of the Class A Certificates or otherwise,
the Maximum Commitment shall automatically be reduced to an amount equal to such reduced Required
Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic
reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof.
The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of
the Maximum Commitment.



     (b) Termination. Upon the making of any Provider Advance, or the Special Termination
Advance, or the making of or conversion to a Final Advance hereunder or the occurrence of the
Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall
automatically and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.



     Section 2.05 Repayments of Interest Advances , the Special Termination Advance or the
Final Advance. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and
demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity
Provider on each date on which the Liquidity Provider shall make an Interest Advance, the Special
Termination Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any
such Advance, until repaid, is referred to herein as an “Unpaid Advance”) (if multiple
Interest Advances are outstanding any such repayment to be applied in the order in which such
Interest Advances have been made, starting with the earliest), plus (b) interest on the amount of
each such Unpaid Advance as provided in Section 3.07 hereof; provided that if (i) the



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[Revolving Credit Agreement]




Liquidity
Provider shall make a Provider Advance at any time after making one or more Interest
Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this
Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when
unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such
Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be,
for all purposes of this Agreement (including, without limitation, for the purpose of determining
when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with
Section 2.06 and for the purposes of Section 2.06(b)); provided, further, that
amounts in respect of a Special Termination Advance withdrawn from the Cash Collateral Account for
the purpose of paying interest on the Class A Certificates in accordance with Section 3.5(f) of the
Intercreditor Agreement (the amount of any such withdrawal being an “Applied Special Termination
Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under
this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable
thereon; and provided, further, that if, following the making of a Special
Termination Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant
to Section 6.01(a), such Special Termination Advance shall thereafter be converted to and treated
as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon and the obligation for repayment thereof and as an Applied Special
Termination Advance for purposes of Section 2.6(c) of the Intercreditor Agreement. The Borrower
and the Liquidity Provider agree that the repayment in full of each Interest Advance, Special
Termination Advance and Final Advance on the date such Advance is made is intended to be a
contemporaneous exchange for new value given to the Borrower by the Liquidity Provider.



     Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in
respect of a Provider Advance shall be deposited in the Cash Collateral Account, invested and
withdrawn from the Cash Collateral Account as set forth in Sections 3.5(c), (d), (e) and (f) of the
Intercreditor Agreement. Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the
Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution
Date after the making of a Provider Advance, interest on the principal amount of any such Provider
Advance as provided in Section 3.07; provided, however, that amounts in respect of a
Provider Advance withdrawn from the Cash Collateral Account for the purpose of paying interest on
the Class A Certificates in accordance with Section 3.5(f) of the Intercreditor Agreement (the
amount of any such withdrawal being (y) in the case of a Downgrade Advance, an “Applied
Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied
Non-Extension Advance” and, together with an Applied Downgrade Advance, an “Applied
Provider Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest
Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest
payable thereon and the dates on which such interest is payable; provided further,
however, that if, following the making of a Provider Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider
Advance shall thereafter be converted to and treated as a Final Advance under this Agreement for
purposes of determining the Applicable Liquidity Rate for interest payable thereon and the
obligation for repayment thereof and as an Applied Downgrade Advance or Applied Non-Extension
Advance, as the case may be, for the purposes of Section 2.6(c) of the Intercreditor Agreement.
Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any



10









 





[Revolving Credit Agreement]




amounts from the
Cash Collateral Account on account of a reduction in the Required Amount,
the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a
principal amount equal to the amount of such reduction, plus interest on the principal amount
prepaid as provided in Section 3.07 hereof.



     (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon
the deposit in the Cash Collateral Account of any amount pursuant to clause “fourth” of
Section 3.2 of the Intercreditor Agreement (any such amount being a “Replenishment Amount”)
for the purpose of replenishing or increasing the balance thereof up to the amount of the Required
Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider
Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the
amount of such Replenishment Amount (if multiple Applied Provider Advances are outstanding, such
Replenishment Amount to be applied in the order in which such Applied Provider Advances have been
made, starting with the earliest) and (ii) the aggregate outstanding principal amount of all
Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment
Amount.



     (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in
accordance with Section 3.5(e) of the Intercreditor Agreement, amounts remaining on deposit in the
Cash Collateral Account after giving effect to any Applied Provider Advance or Applied Special
Termination Advance on the date of such replacement shall be reimbursed to the replaced Liquidity
Provider, but only to the extent such amounts are necessary to repay in full to the replaced
Liquidity Provider all amounts owing to it hereunder.



     Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In
order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the
Intercreditor Agreement provides that amounts available and referred to in Articles II and III of
the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms
of the Intercreditor Agreement (including, without limitation, Section 3.5(f) of the Intercreditor
Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts
so paid to, and not required to be returned by, the Liquidity Provider shall be applied by the
Liquidity Provider to Liquidity Obligations then due and payable in accordance with the
Intercreditor Agreement and shall discharge in full the corresponding obligations of the Borrower
hereunder (or, if not provided for in the Intercreditor Agreement, then in such manner as the
Liquidity Provider shall deem appropriate).



     Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting
from Advances made from time to time and the amounts of principal and interest payable hereunder
and paid from time to time in respect thereof; provided, however, that the failure by the Liquidity
Provider to maintain such account or accounts shall not affect the obligations of the Borrower in
respect of Advances.



     Section 2.09 Payments from Available Funds Only. All payments to be made by the
Borrower under this Agreement, including, without limitation, Sections 7.05 and 7.07, shall be made
only from the amounts that constitute Scheduled Payments, Special Payments or payments



11









 




[Revolving Credit Agreement]





under the
Fee Letter and Section 8.1 of the Participation Agreements and only to the extent that
the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make
payments in accordance with the terms hereof after giving effect to the priority of payments
provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will
look solely to such amounts in respect of payments to be made by the Borrower hereunder to the
extent available for distribution to it as provided in the Intercreditor Agreement and this
Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any
amounts payable or liability under this Agreement except as expressly provided in this Agreement,
the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the Cash
Collateral Account shall be available to the Borrower to make payments under this Agreement only to
the extent and for the purposes expressly contemplated in Section 3.5(f) of the Intercreditor
Agreement.



     Section 2.10 Non-Extension Advance. No earlier than the 60th day and no later than
the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the
date that is 15 days after the Final Legal Distribution Date for the Class A Certificates), the
Borrower shall request that the Liquidity Provider extend the Expiry Date to the earlier of (i) the
date that is 15 days after the Final Legal Distribution Date for the Class A Certificates and (ii)
the date that is the day immediately preceding the 364th day occurring after the last day of the
Consent Period (as hereinafter defined). Whether or not the Borrower has made such request, the
Liquidity Provider shall advise the Borrower no earlier than the 40th day (or, if earlier, the date
of the Liquidity Provider’s receipt of such request, if any, from the Borrower) and no later than
the 25th day prior to the then effective Expiry Date (such period, the “Consent Period”),
whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider
advises the Borrower on or before the date on which the Consent Period ends that such Expiry Date
shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or
before the date on which the Consent Period ends that such Expiry Date shall be so extended (and,
in each case, if the Liquidity Provider shall not have been replaced in accordance with Section
3.5(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after the date on
which the Consent Period ends (but prior to the then effective Expiry Date) to request a
Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.5(d) of the
Intercreditor Agreement.



ARTICLE III




OBLIGATIONS OF THE BORROWER




     Section 3.01 Increased Costs. The Borrower shall pay to the Liquidity Provider from
time to time such amounts as may be necessary to compensate the Liquidity Provider for any
increased costs incurred by the Liquidity Provider which are attributable to its making or
maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any
reduction in any amount receivable by the Liquidity Provider under this Agreement or the
Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs
and reductions in amounts receivable being herein called “Additional Costs”), resulting
from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws
or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or
the adoption or making after the date of this Agreement of any interpretations,



12









 





[Revolving Credit Agreement]





directives, or
requirements applying to a class of banks including the Liquidity Provider under
any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having
the force of law) by any court, central bank or monetary authority charged with the interpretation
or administration thereof (a “Regulatory Change”), which: (1) changes the basis of
taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any
such Advances or such obligation (other than with respect to Excluded Taxes or Indemnified Taxes);
or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements
relating to any extensions of credit or other assets of, or any deposits with other liabilities of,
the Liquidity Provider (including any such Advances or such obligation or any deposits referred to
in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policies and applicable legal and regulatory
restrictions) to change the jurisdiction of its Lending Office if making such change would avoid
the need for, or reduce the amount of, any amount payable under this Section 3.01 that may
thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise
disadvantageous to the Liquidity Provider.



     The Liquidity Provider will notify the Borrower of any event occurring after the date of this
Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as
promptly as practicable after it obtains knowledge thereof and determines to request such
compensation, which notice shall describe in reasonable detail the calculation of the amounts owed
under this Section; provided, that if the Liquidity Provider fails to give such notice within 180
days after it obtains such knowledge, the Liquidity Provider shall, with respect to any Additional
Costs resulting from such event, only be entitled to payment under this Section 3.01 for Additional
Costs incurred from and after the date 180 days prior to the date the Liquidity Provider does give
such notice. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the
effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts
receivable by it in respect of Advances, and of the additional amounts required to compensate the
Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount
owed under this Section 3.01.



     Section 3.02 Capital Adequacy. If (1) the adoption, after the date hereof, of any
applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after
the date hereof, in the interpretation or administration of any such law, rule or regulation by any
central bank or other governmental authority charged with the interpretation or administration
thereof or (3) compliance by the Liquidity Provider or any corporation or bank controlling the
Liquidity Provider with any applicable guideline or request of general applicability, issued after
the date hereof, by any central bank or other governmental authority (whether or not having the
force of law) that constitutes a change of the nature described in clause (2), has the effect of
requiring an increase in the amount of capital required to be maintained by the Liquidity Provider
or any corporation or bank controlling the Liquidity Provider and such increase is based upon the
Liquidity Provider’s obligations hereunder (including funded obligations) and other similar
obligations, the Borrower shall, subject to the provisions of the next paragraph, pay to the
Liquidity Provider from time to time such additional amount or amounts as are necessary to
compensate the Liquidity Provider for such portion of such increase as shall be reasonably
allocable to the Liquidity Provider’s obligations to the Borrower hereunder. The Liquidity
Provider agrees to use reasonable efforts (consistent with its internal policies and applicable
legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such



13









 





[Revolving Credit Agreement]





change would avoid the need for, or reduce the amount of, any amount payable under this
Section 3.02 that may thereafter accrue and would not, in the reasonable judgment of the
Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider.



     The Liquidity Provider will notify the Borrower of any event occurring after the date of this
Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as
promptly as practicable after it obtains knowledge thereof and determines to request such
compensation, which notice shall describe in reasonable detail the calculation of the amounts owed
under this Section; provided, that if the Liquidity Provider fails to give such notice within 180
days after it obtains such knowledge, the Liquidity Provider shall, with respect to any costs
resulting from such event, only be entitled to payment under this Section 3.02 for costs incurred
from and after the date 180 days prior to the date the Liquidity Provider does give such notice.
Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any
increase in the amount of capital required to be maintained by the Liquidity Provider and of the
amount allocable to the Liquidity Provider’s obligations to the Borrower hereunder shall be prima
facie evidence of the amounts owed under this Section, absent manifest error.



     Section 3.03 Payments Free of Deductions. (a) Unless required by applicable law, all
payments made by the Borrower under this Agreement shall be made free and clear of, and without
reduction for or on account of, any present or future Taxes of any nature whatsoever now or
hereafter imposed, levied, collected, withheld or assessed. If any Taxes are required to be
withheld from any amount payable to the Liquidity Provider under this Agreement, (i) the Borrower
shall within the time prescribed therefor by applicable law pay to the appropriate governmental or
taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the
additional amounts payable under clause (ii) hereof) and make such reports or returns in connection
therewith at the time or times and in the manner prescribed by applicable law, and (ii) if such
Taxes are, other than Excluded Taxes (such non-Excluded Taxes being referred to herein,
collectively, as “Indemnified Taxes” and each, individually, as a “Indemnified
Tax”), the amount so payable to the Liquidity Provider shall be increased to the extent
necessary to yield to the Liquidity Provider (after reduction by all Taxes required to be withheld
from the amount payable to the Liquidity Provider) the amount that would have been payable under
this Agreement if no such withholding had been required. The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Lending Office if making such change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the
reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity
Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider
agrees to provide to the Borrower such original Internal Revenue Service Forms (including W-8BEN,
W-8ECI or W-9), as appropriate with respect to Liquidity Provider, or any successor or other form
prescribed by the Internal Revenue Service, certifying as to any available exemption from or
reduction in the rate of United States withholding tax on payments pursuant to this Agreement.
Within 30 days after the date of each payment hereunder, the Borrower shall furnish to the
Liquidity Provider the original or a certified copy of (or other documentary evidence of) the
payment of the Indemnified Taxes applicable to such payment.



14









 





[Revolving Credit Agreement]



     (b) Unless required by applicable law, all payments (including, without limitation, Advances)
made by the Liquidity Provider under this Agreement shall be made free and clear of,
and without reduction for or on account of, any Taxes. If any Taxes are required to be
withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity
Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate
governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in
respect of the additional amounts payable under clause (ii) hereof) and make such reports or
returns in connection therewith at the time or times and in the manner prescribed by applicable
law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes)
will be sufficient to yield to the Borrower the full amount which would have been received by it
had no such withholding or deduction been made. Within 30 days after the date of each payment
hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of
(or other documentary evidence of) the payment of the Taxes applicable to such payment.



     (c) If any exemption from, or reduction in the rate of, any Taxes is reasonably available to
the Borrower to establish that payments under this Agreement are exempt from (or entitled to a
reduced rate of) tax, the Borrower shall deliver to the Liquidity Provider such form or forms and
such other evidence of the eligibility of the Borrower for such exemption or reduction as the
Liquidity Provider may reasonably identify to the Borrower as being required as a condition to
exemption from, or reduction in the rate of, any Taxes.



     Section 3.04 Payments. The Borrower shall make or cause to be made each payment to
the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity
Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall
make all such payments in lawful money of the United States of America, to the Liquidity Provider
in immediately available funds, by wire transfer to the account at BNP Paribas, New York, ABA No.
026-007-689, Account No. 10313000103, Account Name: Loan Servicing Clearing Account, Reference:
Securitization — F185 — Southwest 2007-1 EETC, or to such other account as the Liquidity Provider
may from time to time direct the Borrower.



     Section 3.05 Computations. All computations of interest based on the Base Rate shall
be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of
interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding the last day) occurring in the
period for which such interest is payable.



     Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder
to the Liquidity Provider shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day (and if so made, shall be deemed to have
been made when due).



     Section 3.07 Interest. (a) Subject to Section 2.09, the Borrower shall pay, or shall
cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance
from and including the date of such Advance (or, in the case of an Applied Provider Advance or
Applied Special Termination Advance, from and including the date on which the amount thereof was
withdrawn from the Cash Collateral Account to pay interest on the Class A Certificates) to but
excluding the date such principal amount shall be paid in full (or, in the case



15









 





[Revolving Credit Agreement]





of an Applied
Provider Advance or Applied Special Termination Advance, the date on which the Cash Collateral
Account is fully replenished in respect of such Advance) and (ii) any other
amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent
permitted by law, installments of interest on Advances or any such other amount) that is not paid
when due (whether at stated maturity, by acceleration or otherwise) from and including the due date
thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating
interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for
such Advance or such other amount, as the case may be, as in effect for such day, but in no event
at a rate per annum greater than the maximum rate permitted by applicable law; provided,
however, that, if at any time the otherwise applicable interest rate as set forth in this
Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent
reduction in such interest rate will not reduce the rate of interest payable pursuant to this
Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest
accrued equals the amount of interest that would have accrued if such otherwise applicable interest
rate as set forth in this Section 3.07 had at all times been in effect.



     (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or
a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the
period from the date of its borrowing to (but excluding) the third Business Day following the
Liquidity Provider’s receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance
shall be a LIBOR Advance.



     (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum
equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance,
payable in arrears on the last day of such Interest Period and, in the event of the payment of
principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to
the extent of interest accrued on the amount of principal repaid).



     (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution
Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a
Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the
amount of principal repaid).



     (e) Each outstanding Unapplied Non-Extension Advance, Unapplied Downgrade Advance and
Unapplied Special Termination Advance shall bear interest in an amount equal to the Investment
Earnings on amounts on deposit in the Cash Collateral Account plus the Applicable Margin for such
Unapplied Non-Extension Advance, Unapplied Downgrade Advance or Unapplied Special Termination
Advance, as applicable, on the amount of such Unapplied Non-Extension Advance, Unapplied Downgrade
Advance or Unapplied Special Termination Advance from time to time, payable in arrears on each
Regular Distribution Date.



     (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other
amounts or, to the extent permitted by applicable law, installments of interest on Advances but
excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% per
annum until paid.




16










 





[Revolving Credit Agreement]




     (g) Each change in the Base Rate shall become effective immediately. The rates of interest
specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as
the “Applicable Liquidity Rate”.



     Section 3.08 Replacement of Borrower. From time to time and subject to the successor
Borrower’s meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor
Agreement applicable to the Subordination Agent, upon the effective date and time specified in a
written and completed Notice of Replacement Subordination Agent in substantially the form of Annex
VI attached hereto (a “Notice of Replacement Subordination Agent”) delivered to the
Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be
substituted for the Borrower for all purposes hereunder.



     Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity
Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient
(in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or
expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired
by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated
profits) incurred as a result of:




     (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest
Period for such Advance; or




     (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing
specified in the relevant notice under Section 2.02.



     Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if
any change in any applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its
Lending Office) with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity
Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the
Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such
change or compliance with such request, in the judgment of the Liquidity Provider, requires
immediate repayment; or (b) at the expiration of the last Interest Period to expire before the
effective date of any such change or request. The Liquidity Provider agrees to use reasonable
efforts (consistent with its internal policies and applicable legal and regulatory restrictions) to
change the jurisdiction of its Lending Office if making such change would avoid or cure the
aforesaid illegality and would not, in the reasonable judgment of the Liquidity Provider, be
otherwise disadvantageous to the Liquidity Provider.



17









 






[Revolving Credit Agreement]



ARTICLE IV




CONDITIONS PRECEDENT




     Section 4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of
this Agreement shall become effective on and as of the first date (the “Effective Date”) on
which the following conditions precedent have been satisfied or waived:



     (a) The Liquidity Provider shall have received each of the following, and in the case of each
document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance
satisfactory to the Liquidity Provider:



          (i) This Agreement duly executed on behalf of the Borrower and the Fee Letter duly executed on
behalf of the Borrower;




          (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other
than the Liquidity Provider);




          (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or
before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor
Agreement);




          (iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;




          (v) An executed copy of each document, instrument, certificate and opinion delivered on or
before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and
the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel
for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from
the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on
such opinion as of its date as if it were addressed to the Liquidity Provider);




          (vi) Evidence that there shall have been made and shall be in full force and effect, all
filings, recordings and/or registrations, and there shall have been given or taken any notice or
other similar action as may be reasonably necessary or, to the extent reasonably requested by the
Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the
right, title and interest, remedies, powers, privileges, liens and security interests of, or for
the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative
Agreements executed and delivered on or before the Closing Date;




          (vii) An agreement from Southwest, pursuant to which Southwest agrees to provide copies of
quarterly financial statements and audited annual financial statements to the Liquidity Provider
provided that so long as Southwest is subject to the reporting requirements of the Securities
Exchange Act of 1934, such information will be considered provided if it is made available on the
EDGAR database of the Securities and Exchange Commission;




18









 





[Revolving Credit Agreement]







          (viii) Legal opinions from (a) Morris James LLP, special counsel to the Borrower and (b)
Vinson & Elkins L.L.P., special counsel to Southwest, each in form and substance reasonably
satisfactory to the Liquidity Provider; and




          (ix) Such other documents, instruments, opinions and approvals pertaining to the transactions
contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have
reasonably requested, including, without limitation, such documentation as the Liquidity Provider
may require to satisfy its “know your customer” policies.




     (b) The following statement shall be true on and as of the Effective Date: no event has
occurred and is continuing, or would result from the entering into of this Agreement or the making
of any Advance, which constitutes a Liquidity Event of Default.



     (c) The Liquidity Provider shall have received payment in full of all fees and other sums
required to be paid to or for the account of the Liquidity Provider on or prior to the Effective
Date.



     (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements
shall have been satisfied or waived and all conditions precedent to the purchase of the Class A
Certificates and the Class B Certificates by the Underwriters under the Underwriting Agreement
shall have been satisfied or waived.



     (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly
authorized representative of the Liquidity Provider, certifying that all conditions precedent to
the effectiveness of Section 2.01 have been satisfied or waived.



     Section 4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity
Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions
precedent that the Effective Date shall have occurred and, on or prior to the date of such
Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and
conditions of this Agreement and has been completed as may be required by the relevant form of the
Notice of Borrowing for the type of Advance requested. The Liquidity Provider will be permitted to
rely on the Subordination Agent incumbency certificate substantially in the form of Annex IX
relating to officers of the Subordination Agent that are authorized to deliver a Notice of
Borrowing to the Liquidity Provider.



ARTICLE V




COVENANTS




     Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance shall
remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower
shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will,
unless the Liquidity Provider shall otherwise consent in writing:



     (a) Performance of this and Other Agreements. Punctually pay or cause to be paid all
amounts payable by it under this Agreement and the other Operative Agreements and observe



19









 






[Revolving Credit Agreement]





and perform in all material respects the conditions, covenants and requirements applicable to
it contained in this Agreement and the other Operative Agreements.



     (b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable
promptness, such information and data with respect to the transactions contemplated by the
Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider;
and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s books and
records with respect to such transactions and to meet with officers and employees of the Borrower
to discuss such transactions.



     (c) Certain Operative Agreements. Furnish to the Liquidity Provider with reasonable
promptness, such Operative Agreements entered into after the date hereof as from time to time may
be reasonably requested by the Liquidity Provider.



     Section 5.02 Negative Covenants of the Borrower. So long as any Advance shall remain
unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall
have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not
appoint or permit or suffer to be appointed any successor Borrower without the prior written
consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.



ARTICLE VI




LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION




     Section 6.01 Liquidity Events of Default and Special Termination. (a) If (i) any
Liquidity Event of Default has occurred and is continuing and (ii) there is a Performing Note
Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination
Notice, the effect of which shall be to cause (A) the obligation of the Liquidity Provider to make
Advances hereunder to expire on the fifth Business Day after the date on which such Termination
Notice is received by the Borrower, (B) the Borrower to promptly request, and the Liquidity
Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section
3.5(i) of the Intercreditor Agreement, (C) all other outstanding Advances to be automatically
converted into Final Advances for purposes of determining the Applicable Liquidity Rate for
interest payable thereon, and (D) subject to Sections 2.07 and 2.09 hereof, all Advances
(including, without limitation, any Provider Advance and Applied Provider Advance), any accrued
interest thereon and any other amounts outstanding hereunder to become immediately due and payable
to the Liquidity Provider.



     (b) If the Pool Balance of the Class A Certificates is greater than the aggregate outstanding
principal amount of the Series A Equipment Notes (other than any Series A Equipment Notes
previously sold or with respect to which the collateral securing such Series A Equipment Notes has
been disposed of) at any time during the 18-month period prior to August 1, 2022, the Liquidity
Provider may, in its discretion, deliver to the Borrower a Special Termination Notice, the effect
of which shall be to cause (i) the obligation of the Liquidity Provider to make Advances hereunder
to expire on the fifth Business Day after the date on which such Special Termination Notice is
received by the Borrower, (ii) the Borrower to promptly



20









 






[Revolving Credit Agreement]





request, and the Liquidity Provider to promptly make, a Special Termination Advance in
accordance with Section 2.02(g) and Section 3.5(k) of the Intercreditor Agreement, and (iii)
subject to Sections 2.07 and 2.09, all Advances (including, without limitation, any Provider
Advance and Applied Provider Advance), any accrued interest thereon and any other amounts
outstanding hereunder to become immediately due and payable to the Liquidity Provider.



ARTICLE VII




MISCELLANEOUS




     Section 7.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an
amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given.



     Section 7.02 Notices, Etc. Except as otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including telecopier and
mailed or delivered or sent by telecopier) addressed to the applicable party at its address set
forth below:


Borrower:



Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration

Telephone: (800) 733-8485

Fax: (302) 636-4141



with a copy to:



Southwest Airlines Co.

2702 Love Field Drive

P.O. Box 36611

Dallas, TX 75235-1611

Attention: Treasurer

Telephone: (214) 792-2392

Facsimile: (214) 792-4022




21









 





[Revolving Credit Agreement]






Liquidity Provider:



BNP Paribas

787 Seventh Avenue

New York, NY 10019

Attention: Fixed Income — ASG, NY, Thomas Kunz

cc: Helene Mizrahi-Walden, London

cc: Aviation Finance Group, NY — Robert Papas

Telephone: (917) 472-4841

Fax: (212) 841-2689



or to such other address as shall be designated by such Person in a written notice to the others.
All such notices and communications shall be effective (i) if given by telecopier, when transmitted
to the telecopier number specified above with receipt confirmed electronically, and received in
legible form, (ii) if given by mail, five Business Days after being deposited in the mails
addressed as specified above, and (iii) if given by other means, when delivered at the address
specified above, except that written notices to the Liquidity Provider pursuant to the provisions
of Article II and Article III hereof shall not be effective until received by the Liquidity
Provider.




     Section 7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider to
exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right under this Agreement preclude any
other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.



     Section 7.04 Further Assurances. The Borrower agrees to do such further acts and
things and to execute and deliver to the Liquidity Provider such additional assignments,
agreements, powers and instruments as the Liquidity Provider may reasonably require or deem
advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or
to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder
and under the other Operative Agreements.



     Section 7.05 Indemnification; Survival of Certain Provisions. The Liquidity Provider
shall be indemnified hereunder to the extent and in the manner described in Section 8.1 of the
Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold
harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all
Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in
Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of whether indemnified against
pursuant to said Sections or in the Fee Letter)), that may be imposed on, incurred by or asserted
against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in
connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee
and relating to this Agreement, the Fee Letter, the Intercreditor Agreement or any Participation
Agreement; provided, however, that the Borrower shall not be required to indemnify,
protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such
Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or
willful misconduct of such Liquidity Indemnitee or any other Liquidity



22









 





[Revolving Credit Agreement]






Indemnitee, (ii) ordinary and usual operating overhead expense, (iii) attributable to the
failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any
agreement, covenant or condition on its part to be performed or observed in this Agreement, the
Intercreditor Agreement, the Fee Letter or any other Operative Agreement to which it is a party; or
(iv) a Tax. The indemnities contained in Section 8.1 of the Participation Agreements, and the
provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination
of this Agreement.



     Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider
nor any of its officers, employees, directors or Affiliates shall be liable or responsible for:
(i) the use which may be made of the Advances or any acts or omissions of the Borrower or any
beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of
documents, or of any endorsement thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the
Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not
comply with the terms hereof; provided, however, that the Borrower shall have a
claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower,
to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity
Provider’s willful misconduct or gross negligence in determining whether documents presented
hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the
terms of this Agreement or the Intercreditor Agreement, including, but not limited to, the
Liquidity Provider’s failure to make lawful payment hereunder after the delivery to it by the
Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. In no
event, however, shall the Liquidity Provider be liable on any theory of liability for any special,
indirect, consequential or punitive damages (including, without limitation, any loss of profits,
business or anticipated savings).



     (b) Neither the Liquidity Provider nor any of its officers, employees, directors or Affiliates
shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection
with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or
omission which may be taken by it in good faith, absent willful misconduct or gross negligence (in
which event the extent of the Liquidity Provider’s potential liability to the Borrower shall be
limited as set forth in the immediately preceding paragraph), in connection with this Agreement or
any Notice of Borrowing.



     Section 7.07 Costs, Expenses and Taxes. The Borrower agrees to pay, or cause to be
paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider
shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation,
the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity
Provider in connection with the preparation, negotiation, execution, delivery, filing and recording
of this Agreement, any other Operative Agreement and any other documents which may be delivered in
connection with this Agreement and (B) on demand, all reasonable costs and expenses (including
reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the
enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment
of, or supplement to, this Agreement or any other Operative Agreement or such other documents which
may be delivered in connection herewith or therewith



23









 






[Revolving Credit Agreement]





(whether or not the same shall become effective) or any waiver or consent thereunder (whether
or not the same shall become effective) or (iii) any action or proceeding relating to any order,
injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider
from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative
Agreement or otherwise affecting the application of funds in the Cash Collateral Account. In
addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees
payable or determined to be payable by the Liquidity Provider in connection with its execution,
delivery, filing and recording of this Agreement, any other Operative Agreement and such other
documents, and agrees to hold the Liquidity Provider harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or
fees.



     Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding
upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective
successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in
this Section 7.08 and in Section 3.5(m) of the Intercreditor Agreement) nor (except as contemplated
by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or
any interest herein without the prior written consent of the other party, subject to the
requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any
of its rights hereunder (including, without limitation, funded participations and participations in
rights to receive interest payments hereunder) and under the other Operative Agreements to such
Persons (other than Southwest and its Affiliates) as the Liquidity Provider may in its sole
discretion select, subject to the requirements of Section 7.08(b). No such granting of
participations by the Liquidity Provider, however, will relieve the Liquidity Provider of its
obligations hereunder. In connection with any participation or any proposed participation, the
Liquidity Provider may disclose to the participant or the proposed participant any information that
the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this
Agreement. The Borrower acknowledges and agrees that the Liquidity Provider’s source of funds may
derive in part from its participants. Accordingly, references in this Agreement and the other
Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs,
reduced receipts, additional amounts due pursuant to Section 3.03 and the like as they pertain to
the Liquidity Provider shall be deemed also to include those of each of its participants that are
banks (subject, in each case, to the maximum amount that would have been incurred by or
attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the
participant, had held the interest participated).



     (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in
this Agreement to any bank or other entity (each, a “Transferee”), the Transferee shall not
be entitled to receive any greater payment under Section 3.03 than the Liquidity Provider would
have been entitled to receive with respect to the participation sold to such Transferee. A
Transferee shall not be entitled to the benefits of Section 3.03 unless the Borrower is notified of
the participation sold to such Transferee and such Transferee agrees, for the benefit of the
Borrower, to comply with the certification requirements of Section 3.03 as though it were the
Liquidity Provider. Unless the Borrower has received forms or other documents reasonably
satisfactory to it (and required by applicable law) indicating that payments hereunder are not
subject to United States federal withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.



24









 





[Revolving Credit Agreement]




     (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may
assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the
United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of
the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided
that any payment in respect of such assigned Advances made by the Borrower to the Liquidity
Provider in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations
hereunder in respect of such assigned Advance to the extent of such payment. No such assignment
shall release the Liquidity Provider from its obligations hereunder.



     Section 7.09 Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.



     Section 7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).



     Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity. 

(a) Each of the parties hereto hereby irrevocably and unconditionally:



          (i) submits for itself and its property in any legal action or proceeding relating to this
Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in
respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District of New York, and the
appellate courts from any thereof;




          (ii) consents that any such action or proceeding may be brought in such courts, and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




          (iii) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such
other address of which the Liquidity Provider shall have been notified pursuant thereto; and




          (iv) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.




     (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR



25









 





[Revolving Credit Agreement]






ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE
RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort
claims, breach of duty claims and all other common law and statutory claims. The Borrower and the
Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal
counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation
with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.



     Section 7.12 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.



     Section 7.13 Entirety. This Agreement, the Intercreditor Agreement and the other
Operative Agreements to which the Liquidity Provider is a party constitute the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all prior
understandings and agreements of such parties.



     Section 7.14 Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.



     Section 7.15 LIQUIDITY PROVIDER’S OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER,
AND THE BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES
HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.



     Section 7.16 Patriot Act. The Liquidity Provider hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), the Liquidity Provider is required to obtain, verify and
record, and the Borrower shall provide to the Liquidity Provider upon request, information that
identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow the Liquidity Provider to identify the Borrower in accordance with the
Act.



26









 





[Revolving Credit Agreement]




     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first set forth above.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
Subordination Agent, as agent and trustee for the Class A Trust,
as Borrower

 	 
	 	By:  	/s/ James P. Lawler
 	 
	 	 	Name:  	James P. Lawler 	 
	 	 	Title:  	Vice President Treasurer 	 
	 
	 	BNP PARIBAS,

as Liquidity Provider

 	 
	 	By:  	/s/ Sean Reddington
 	 
	 	 	Name:  	Sean Reddington 	 
	 	 	Title:  	Managing Director and

Authorized Signatory 	 
	 
	 	 	 
	 	By:  	/s/ Mary Dierdorff
 	 
	 	 	Name:  	Mary Dierdorff 	 
	 	 	Title:  	Director and

Authorized Signatory 	 



27









 





[Revolving Credit Agreement]





	 	 	 	 	 



ANNEX I

TO

REVOLVING CREDIT AGREEMENT




INTEREST ADVANCE NOTICE OF BORROWING





     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to BNP Paribas (the “Liquidity Provider”), with reference to the Revolving
Credit Agreement dated as of October 3, 2007, between the Borrower and the Liquidity Provider (the
“Liquidity Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest
Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the
payment of interest on the Class A Certificates which was payable on _______, _____
(the “Distribution Date”) in accordance with the terms and provisions of the Class A
Trust Agreement and the Class A Certificates, which Advance is requested to be made on
_______, _____. The Interest Advance should be transferred to [name of bank/wire
instructions/ABA number] in favor of account number [             ], reference [             ].




     (3) The amount of the Interest Advance requested hereby (i) is $[____________], to be
applied in respect of the payment of the interest which was due and payable on the Class A
Certificates on the Distribution Date, (ii) does not include any amount with respect to the
payment of principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on, the Class B Certificates, (iii) was computed in accordance with the
provisions of the Class A Certificates, the Liquidity Agreement, the Class A Trust Agreement
and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule
I), (iv) does not exceed the Maximum Available Commitment on the date hereof, and (v) has
not been and is not the subject of a prior or contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will apply the same in accordance with the terms of Section 3.5(b) of the
Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for
any other purpose and (c) no portion of such amount until so applied shall be commingled
with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the
Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to
reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available
Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as
set forth in clause (i) of paragraph (3) of this Notice of


ANNEX I





Page 1









 





[Revolving Credit Agreement]






Borrowing and such reduction shall automatically result in corresponding reductions in the
amounts available to be borrowed pursuant to a subsequent Advance.


ANNEX I





Page 2









 





[Revolving Credit Agreement]




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
______ day of ______, _____.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
Subordination Agent, as Agent and Trustee for the Southwest Airlines Pass
Through Trust 2007-1A, as Borrower

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


ANNEX I





Page 3









 






[Revolving Credit Agreement]





SCHEDULE I

TO

INTEREST ADVANCE NOTICE OF BORROWING





     [Insert copy of computations in accordance with Interest Advance Notice of Borrowing]


ANNEX I





Page 4









 





[Revolving Credit Agreement]




ANNEX II

TO

REVOLVING CREDIT AGREEMENT




NON-EXTENSION ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to BNP Paribas (the “Liquidity Provider”), with reference to the Revolving
Credit Agreement dated as of October 3, 2007, between the Borrower and the Liquidity Provider (the
“Liquidity Agreement”; the terms defined therein and not otherwise defined herein being
used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the
Non-Extension Advance by the Liquidity Provider to be used for the funding of the Cash
Collateral Account in accordance with Section 3.5(d) of the Intercreditor Agreement, which
Advance is requested to be made on ________, _______. The Non-Extension Advance should be
transferred to [name of bank/wire instructions/ABA number] in favor of account number
[           ], reference [               ].





     (3) The amount of the Non-Extension Advance requested hereby (i) is $___________.___,
which equals the Maximum Available Commitment on the date hereof and is to be applied in
respect of the funding of the Cash Collateral Account in accordance with Section 3.5(d) of
the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of
the principal of, or premium on, the Class A Certificates, or principal of, or interest or
premium on, the Class B Certificates, (iii) was computed in accordance with the provisions
of the Class A Certificates, the Liquidity Agreement, the Class A Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and
(iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing
under the Liquidity Agreement.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Cash Collateral Account and apply the same in
accordance with the terms of Section 3.5(d) of the Intercreditor Agreement, (b) no portion
of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the
Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension
Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement.


 ANNEX II





Page 1









 





[Revolving Credit Agreement]




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
_______ day of _______, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
Subordination Agent, as Agent and Trustee for the Southwest Airlines Pass
Through Trust 2007-1A, as Borrower

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 ANNEX II





Page 2









 






[Revolving Credit Agreement]





SCHEDULE I

TO

NON-EXTENSION ADVANCE NOTICE OF BORROWING





     [Insert copy of computations in accordance with Non-Extension Advance Notice of Borrowing]


 ANNEX II





Page 3









 





[Revolving Credit Agreement]




ANNEX III

TO

REVOLVING CREDIT AGREEMENT




DOWNGRADE ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to BNP Paribas (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement dated as of October 3, 2007, between the Borrower and
the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade
Advance by the Liquidity Provider to be used for the funding of the Cash Collateral Account
in accordance with Section 3.5(c) of the Intercreditor Agreement by reason of the occurrence
of a Downgrade Event, which Advance is requested to be made on _______, ______. The
Downgrade Advance should be transferred to [name of bank/wire instructions/ABA number] in
favor of account number [        ], reference [          ].




     (3)
 The amount of the Downgrade Advance requested hereby (i) is $__________.___,
which equals the Maximum Available Commitment on the date hereof and is to be applied in
respect of the funding of the Cash Collateral Account in accordance with Section 3.5(c) of
the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of
the principal of, or premium on, the Class A Certificates, or principal of, or interest or
premium on, the Class B Certificates, (iii) was computed in accordance with the provisions
of the Class A Certificates, the Liquidity Agreement, the Class A Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and
(iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing
under the Liquidity Agreement.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Cash Collateral Account and apply the same in
accordance with the terms of Section 3.5(c) of the Intercreditor Agreement, (b) no portion
of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance
requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further
Advances under the Liquidity Agreement.


 ANNEX III





Page 1









 





[Revolving Credit Agreement]




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
_______ day of _______, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
Subordination Agent, as Agent and Trustee for the Southwest Airlines Pass
Through Trust 2007-1A, as Borrower

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 ANNEX III





Page 2









 






[Revolving Credit Agreement]





SCHEDULE I

TO

DOWNGRADE ADVANCE NOTICE OF BORROWING





     [Insert copy of computations in accordance with Downgrade Advance Notice of Borrowing]


 ANNEX III





Page 3









 





[Revolving Credit Agreement]




ANNEX IV

TO

REVOLVING CREDIT AGREEMENT




FINAL ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to BNP Paribas (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement dated as of October 3, 2007, between the Borrower and
the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Final
Advance by the Liquidity Provider to be used for the funding of the Cash Collateral Account
in accordance with Section 3.5(i) of the Intercreditor Agreement by reason of the receipt by
the Borrower of a Termination Notice from the Liquidity Provider with respect to the
Liquidity Agreement, which Advance is requested to be made on _________, ______. The Final
Advance should be transferred to [name of bank/wire instructions/ABA number] in favor of
account number [           ]  , reference [         ].




     (3)
The amount of the Final Advance requested hereby (i) is $__________.___, which
equals the Maximum Available Commitment on the date hereof and is to be applied in respect
of the funding of the Cash Collateral Account in accordance with Section 3.5(i) of the
Intercreditor Agreement, (ii) does not include any amount with respect to the payment of
principal of, or premium on, the Class A Certificates, or principal of, or interest or
premium on, the Class B Certificates, (iii) was computed in accordance with the provisions
of the Class A Certificates, the Liquidity Agreement, the Class A Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and
(iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Cash Collateral Account and apply the same in
accordance with the terms of Section 3.5(i) of the Intercreditor Agreement, (b) no portion
of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.




     (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate
Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third
Business Day following your receipt of this notice.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under


 ANNEX IV





Page 1









 





[Revolving Credit Agreement]






the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Final
Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement.


 ANNEX IV





Page 2









 





[Revolving Credit Agreement]




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
______ day of _______, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
Subordination Agent, as Agent and Trustee for the Southwest Airlines Pass
Through Trust 2007-1A, as Borrower

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX IV





Page 3











 





[Revolving Credit Agreement]




SCHEDULE I

TO

FINAL ADVANCE NOTICE OF BORROWING




[Insert copy of computations in accordance with Final Advance Notice of Borrowing]




ANNEX IV





Page 4









 








[Revolving Credit Agreement]




ANNEX V

TO

REVOLVING CREDIT AGREEMENT




NOTICE OF TERMINATION




[Date]




Wilmington Trust Company,

     as Subordination Agent, as Borrower

Rodney Square North

1100 North Market Square

Wilmington, DE 19890-0001




Attention: Corporate Trust Administration





Revolving Credit Agreement dated as of October 3, 2007 between Wilmington Trust Company,
as Subordination Agent, as agent and trustee for the Southwest Airlines Pass Through Trust
2007-1A, as Borrower, and BNP Paribas (the “Liquidity Agreement”)



Ladies and Gentlemen:




     You are hereby notified that pursuant to Section 6.01(a) of the Liquidity Agreement, by reason
of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency
(each as defined therein), we are giving this notice to you in order to cause (i) our obligations
to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you to request a Final
Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement (as
defined in the Liquidity Agreement) as a consequence of your receipt of this notice.



ANNEX V




Page 1









 








[Revolving Credit Agreement]




     THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR
OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY
AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,



BNP PARIBAS, as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




			
	cc:	 	Wilmington Trust Company,

as Class A Trustee





ANNEX V





Page 2









 








[Revolving Credit Agreement]




ANNEX VI

TO

REVOLVING CREDIT AGREEMENT




NOTICE OF REPLACEMENT SUBORDINATION AGENT




[Date]

Attention:






Revolving Credit Agreement dated as of October 3, 2007, between Wilmington Trust
Company, as Subordination Agent, as agent and trustee for the Southwest Airlines
Pass Through Trust 2007-1A, as Borrower, and BNP Paribas (the “Liquidity
Agreement”)



Ladies and Gentlemen:




     For value received, the undersigned beneficiary hereby irrevocably transfers to:



 





[Name of Transferee]




 





[Address of Transferee]



all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to
above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor
Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of
Section 8.1 of the Intercreditor Agreement.




     By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are
transferred to the transferee and the transferee shall hereafter have the sole rights and
obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such
transfer, including, but not limited to, transfer taxes or governmental charges.



     We ask that this transfer be effective as of                                         ,           .



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not

in its individual capacity but solely as

Subordination Agent, as Agent and Trustee 
for the Southwest Airlines Pass
Through 
Trust 2007-1A, as Borrower 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX VI





Page1









 








[Revolving Credit Agreement]




ANNEX VII TO

REVOLVING CREDIT AGREEMENT




SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING





     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to BNP PARIBAS (NEW YORK BRANCH) (the “Liquidity Provider”), with reference to the
Revolving Credit Agreement, dated as of October 3, 2007, between the Borrower and the Liquidity
Provider (the “Liquidity Agreement”); the terms defined therein and not otherwise defined herein
being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Special
Termination Advance by the Liquidity Provider to be used for the funding of the Cash
Collateral Account in accordance with Section 3.5(k) of the Intercreditor Agreement by
reason of the receipt by the Borrower of a Special Termination Notice from the Liquidity
Provider with respect to the Liquidity Agreement, which Advance is requested to be made on
                    .




     (3) The amount of the Special Termination Advance requested hereby (i) is
$                    , which equals the Maximum Available Commitment on the date hereof and is to
be applied in respect of the funding of the Cash Collateral Account in accordance with
Section 3.5(k) of the Intercreditor Agreement, (ii) does not include any amount with respect
to the payment of principal of, or premium on, the Class A Certificates, the Class B
Certificates, or interest on the Class B Certificates, (iii) was computed in accordance with
the provisions of the Class A Certificates, the Class A Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and
(iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower shall deposit such amount in the Cash Collateral Account and apply the same in
accordance with the terms of Section 3.5(k) of the Intercreditor Agreement, (b) no portion
of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Special Termination Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the
Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Special Termination Advance requested by this Notice of Borrowing, the
Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.



ANNEX VII






Page1









 








[Revolving Credit Agreement]




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
                     day of                                         ,                .



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as 
Subordination Agent, as Agent and
Trustee
 for the Southwest Airlines Pass Through 
Trust 2007-1A, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX VII





Page2









 








[Revolving Credit Agreement]




SCHEDULE I TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING




[Insert Copy of Computations in accordance with

Special Termination Advance Notice of Borrowing]




ANNEX VII





Page1









 








[Revolving Credit Agreement]




ANNEX VIII TO

REVOLVING CREDIT AGREEMENT




NOTICE OF SPECIAL TERMINATION




[Date]




Wilmington Trust Company

Rodney Square North

1100 North Market Square

Wilmington, DE 19890-0001




Attention: Corporate Trust Administration





			
	     Re:	 	Revolving Credit Agreement, dated as of October 3, 2007, between Wilmington
Trust Company, as Subordination Agent, as agent and trustee for the Southwest
Airlines Pass Through Trust 2007-1A, as Borrower, and BNP Paribas (the “Liquidity
Agreement”)





Ladies and Gentlemen:





     You are hereby notified that pursuant to Section 6.01(b) of the Liquidity Agreement, by reason
of the Pool Balance of the Class A Certificates exceeding the aggregate outstanding principal
amount of the Series A Equipment Notes (other than any Series A Equipment Notes previously sold or
with respect to which the collateral securing such Series A Equipment Notes has been disposed of)
during the 18-month period prior to August 1, 2022, we are giving this notice to you in order to
cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to
terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to
request a Special Termination Advance under the Liquidity Agreement pursuant to Section 3.5(k) of
the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your
receipt of this notice.



ANNEX VIII




Page1









 








[Revolving Credit Agreement]




     THIS NOTICE IS THE “NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT.
OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT SHALL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON
WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,



BNP PARIBAS,

as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




			
	cc:	 	Wilmington Trust Company, as Class A Trustee





ANNEX VIII




Page2









 








[Revolving Credit Agreement]




ANNEX IX TO

REVOLVING CREDIT AGREEMENT




SUBORDINATION AGENT INCUMBENCY CERTIFICATE




ANNEX VIII





Page3