Exhibit 4.2
AMENDMENT TO
THE RIGHTS
AGREEMENT
This AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is entered into as of
October 25, 2024 (the “Amendment Effective Date”), by and between Southwest Airlines Co., a Texas corporation (the “Company”), and Equiniti Trust Company, LLC (the “Rights Agent”), and
amends that certain Rights Agreement, dated as of July 2, 2024, by and between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the
meaning(s) ascribed to them in the Rights Agreement.
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;
WHEREAS, the Board of the Directors of the Company has determined that it is in the best interests of the Company and
its shareholders to amend the Rights Agreement to advance the Final Expiration Date of the Rights to October 25, 2024; and
WHEREAS, pursuant to Section 28 of the Rights Agreement, the Company and the Rights Agent
desire to amend the Rights Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the
promises and the mutual agreements herein set forth, the parties hereby agree as follows:
1. Amendment of
Section 1(ff). Section 1(ff) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:
““Final Expiration Date” shall mean October 25, 2024.”
2. Agreement as Amended. The term “Agreement” as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement, as amended hereby. Except as set forth herein, the Rights Agreement shall remain in full force and effect and otherwise shall be unaffected hereby, and each of the Company and the Rights Agent shall be subject to its
terms and conditions; provided, however, that the effect of this Amendment is to terminate the Rights Agreement at the Final Expiration Date in accordance with Section 7 of the Rights Agreement. This Amendment
will be deemed an amendment to the Rights Agreement and will become effective on the Amendment Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of
this Amendment will govern.
3. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment will remain in full force and effect and
will in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Amendment to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board determines in good faith judgment that severing the invalid language from this Amendment would adversely affect the purpose or effect of this Amendment,
