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.
5 1/8% Note Due
2017
No. GS-1 CUSIP #844741 AX 6
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
March 1, 2017, and to pay interest thereon from
February 14, 2005 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, 2005, at the rate of 5 1/8% 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: February 14, 2005
SOUTHWEST AIRLINES CO.
By: /s/ Laura Wright
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Senior Vice President and
Chief Financial Officer
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ATTEST:
/s/ Tammy Romo
Treasurer
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK TRUST COMPANY, N.A. ,
as Trustee
By: /s/ Patrick Giordano
Authorized Signatory
1
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 14, 2005
(herein called the “Indenture”), between the Company
and The Bank of New York Trust Company, 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 20 days but not more
than 60 days’ prior notice mailed to the registered
address of eac
