Contract
Exhibit
4.1
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES, MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A
SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR.
Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued
is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative
of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
5
3/4% Note Due 2016
No.
GS-1CUSIP
#000000XX0
Southwest
Airlines Co., a corporation duly organized and existing under the laws of Texas
(herein called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
THREE HUNDRED MILLION DOLLARS on December 15, 2016, and to pay interest thereon
from December 14, 2006 or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for,
semi-annually in arrears on June 15 and December 15 (each, an “Interest Payment
Date”) in each year, commencing June 15, 2007, at the rate of 5.75% per annum,
until the principal hereof is fully paid or made available for full payment.
Interest on this Security shall be computed on the basis of a 360-day year
of
twelve 30-day months. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
provided in such Indenture, be paid to the person in whose name this Security
is
registered on the Security register or registers of the Company at the close
of
business on June 1 or December 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.
Payment
of the principal of and interest on this Security will be made in such
immediately available funds of the United States of America as at the time
of
payment are legal tender for payment of public and private debts.
Reference
is hereby made to the further provisions of this Security set forth below,
which
further provisions shall for all purposes have the same effect as if set forth
in this place.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to below by manual signature, this Security shall not be entitled
to
any benefit under the Indenture or be valid or obligatory for any
purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
December 14, 0000
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XXXXXXXXX XXXXXXXX CO.
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December
14, 2006
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By:
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Senior
Vice President - Finance and
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Chief
Financial Officer
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ATTEST:
Treasurer
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.
XXXXX
FARGO BANK, N.A.,
as
Trustee
By:
Authorized
Signatory
This
Security is one of a duly authorized issue of debt securities of the Company
(herein called the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of September 17, 2004 (herein called the
“Indenture”), between the Company and Xxxxx Fargo Bank, N.A., as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee and the holders
of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is a Global Security representing
the
entire principal amount of the series designated on the initial page hereof,
initially limited in aggregate principal amount to $300,000,000, but subject
to
the right of the Company to issue and sell additional Securities in the future
without the consent of the holders thereof. Any additional Securities of this
series, together with this Security, shall constitute a single series under
the
Indenture.
The
Securities of this series are not subject to any sinking fund.
The
Securities of this series shall be redeemable, at the option of the Company,
in
whole at any time or in part from time to time, on at least 30 days but not
more
than 60 days’ prior notice mailed to the registered address of each holder of
Securities to be so redeemed, at a redemption price equal to the greater of
(i)
100% of the principal amount of the Securities to be so redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal
of
the Securities to be so redeemed and accrued and unpaid interest thereon
(exclusive of interest accrued to the redemption date) discounted to the date
of
redemption, on a semi-annual basis (assuming a 360-day per year consisting
of
twelve 30-day months), at the Treasury Rate (as defined herein) plus 25 basis
points plus, in either case, accrued and unpaid interest thereon to the date
of
redemption. For purposes of this paragraph, the following definitions shall
apply:
“Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to
the
remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.
“Comparable
Treasury Price” means, with respect to any redemption date, the average of the
Reference Treasury Dealer Quotations for such redemption date.
“Quotation
Agent” means one of the Reference Treasury Dealers appointed by the Company.
“Reference
Treasury Dealer” means each of Barclays Capital Inc. and Citigroup Global
Markets Inc. and their respective successors; provided, however, that if either
of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a “Primary Treasury Dealer”), the Company shall substitute
therefor another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee,
of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third
Business Day preceding such redemption date.
“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity or interpolated yield (on a day
count basis) of the Comparable Treasury Issue, calculated using a price for
the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate shall be calculated on the third Business Day preceding such redemption
date.
The
Indenture contains provisions for defeasance of the entire indebtedness of
the
Securities of this series upon compliance by the Company with certain conditions
set forth therein.
If
an
Event of Default with respect to the Securities of this series shall occur
and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The
Indenture contains provisions permitting the Company and the Trustee, with
the
consent of the holders of not less than 66⅔% in aggregate principal amount of
the Securities at the time outstanding of all series to be affected (voting
as
one class), evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating
any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Securities of each such series;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of any interest thereon, or reduce
any amount payable on redemption thereof or impair or affect the right of any
Securityholder to institute suit for payment thereof, without the consent of
the
holder of each Security so affected, or (ii) reduce the percentage of aggregate
principal amount of Securities of any series or of all series (voting as one
class), as the case may be, the holders of which are required to consent to
any
such supplemental indenture, without the consent of the holders of all
outstanding Securities of each such series so affected.
This
Global Security shall be exchangeable for Securities of this series registered
in the names of persons other than the Depositary for such Global Security
or
its nominee only as provided in this paragraph. This Global Security shall
be so
exchangeable if (x) the Depositary notifies the Company that it is unwilling
or
unable to continue as Depositary for this Global Security or if at any time
such
Depositary ceases to be a clearing agency registered as such under the
Securities Exchange Act of 1934, and the Company fails to appoint a successor
Depositary for this Global Security within 90 days after the Company receives
such notice or becomes aware of such event, (y) the Company executes and
delivers to the Trustee written instructions that this Global Security shall
be
so exchangeable or (z) there shall have occurred and be continuing an Event of
Default or an event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default with respect to the Securities of this
series. Securities so issued in exchange for this Global Security shall be
of
the same series and of like tenor, in authorized denominations and in the
aggregate having the same principal amount as this Global Security and
registered in such names as the Depositary for such Global Security shall
direct.
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security register or
registers of the Company, upon surrender of this Security for registration
of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the
Security registrar, duly executed by the registered holder hereof or its
attorney duly authorized in writing, and thereupon on or more new Securities
of
this series, and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. At the date of the Indenture such agency of the Company is located
at Xxxxx Fargo Bank, N.A., 0000 Xxxx Xxx., Xxxxxx, Xxxxx 00000.
No
service charge shall be made for any such exchange or registration of transfer,
but the Company or the Securities registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of
the
sum or sums paid, effectually satisfy and discharge liability for moneys payable
on this Security.
All
terms
used in this Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
The
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of Texas.
