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.
SOUTHWEST AIRLINES CO.
6 1/2% NOTE DUE 2012
NO. GS-1 CUSIP #000000 XX 0
Xxxxxxxxx Xxxxxxxx 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 EIGHTY-FIVE MILLION DOLLARS on March 1, 2012, and
to pay interest thereon from March 1, 2002 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 March 1 and September 1 (each, an
"Interest Payment Date") in each year, commencing September 1, 2002, at the rate
of 6 1/2% 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 February 15 or August 15 (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: March 1, 2002
SOUTHWEST AIRLINES CO.
By:
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Executive Vice President and
Chief Financial Officer
ATTEST:
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Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By:
---------------------------------
Authorized Signatory
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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 February 25, 1997 (herein called the
"Indenture"), between the Company and U.S. Trust Company of Texas, 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 $385,000,000,
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
plus accrued and unpaid interest thereon to the date of redemption and (ii) the
sum of the present values of the remaining scheduled payments of principal of
the Securities to be so redeemed and interest thereon (exclusive of interest
accrued to the redemption date) discounted to the date of redemption, on a
semiannual 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
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,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed
by the Trustee after consultation with the Company.
"Reference Treasury Dealer" means each of Xxxxxxx Xxxxx Government
Securities Inc. and four other Reference Treasury Dealers determined by the
Company and their respective successors; provided, however, that if any 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.
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"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual 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
the date of redemption.
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 66 2/3% 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
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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 U.S. Trust Company of Texas, N.A., 0000 Xxxx Xxxxxx, Xxxxx 0000, 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.
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