FIRST SUPPLEMENTAL INDENTURE, dated as of May l, 2020 (this Supplemental Indenture), between Southwest Airlines Co., a Texas corporation, as issuer (the Company as more fully set forth in Section 1.01), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the Trustee, as more fully set forth in Section 1.01), supplementing the Indenture, dated as of September 17, 2004, between the Company and the Trustee (the Base Indenture and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the Indenture).
W I T N E S S E T H:
WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Companys Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Base Indenture;
WHEREAS, Section 2.03 of the Base Indenture provides for the Company to issue Securities thereunder in the form and on the terms set forth in an Officers Certificate (as defined in the Base Indenture) or one or more indentures supplemental thereto;
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of a series of Securities designated as its 1.250% Convertible Senior Notes due 2025 (the Notes), initially in an aggregate principal amount of $2,300,000,000, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company has duly authorized the execution and delivery of this Supplemental Indenture; and
WHEREAS, the Form of Note, the certificate of authentication to be borne by each Note, the Form of Notice of Conversion, the Form of Fundamental Change Repurchase Notice and the Form of Assignment and Transfer to be borne by the Notes are to be substantially in the forms hereinafter provided.
NOW, THEREFORE, THE INDENTURE WITNESSETH:
That in order to declare the terms and conditions upon which the Notes are, and are to be, authenticated, issued and delivered, and in consideration of the premises and of the purchase and acceptance of the Notes by the Securityholders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Securityholders from time to time of the Notes (except as otherwise provided below), as follows:
Section 1.01. Definitions and References. For all purposes of this Supplemental Indenture and the Notes, except as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined in this Article 1 shall have the respective meanings assigned to them in this Article 1 and include the plural as well as the singular and, to the extent applicable, supersede the definitions thereof in the Base Indenture;
(b) all words, terms and phrases defined in the Base Indenture (but not otherwise defined herein) shall have the same meanings as in the Base Indenture;
(c) the words herein, hereof and hereunder and other words of similar import (i) when used with regard to any specified Article, Section or sub-division, refer to such Article, Section or sub-division of the Base Indenture or the Supplemental Indenture, as applicable, and (ii) otherwise, refer to the Base Indenture or the Supplemental Indenture, as applicable, as a whole and not to any particular Article, Section or other subdivision. The term or is not exclusive; and
(d) references to Sections and Articles without reference to the Base Indenture are to the Sections and Articles of this Supplemental Indenture.
Additional Interest means all amounts, if any, payable pursuant to Section 5.03.
Additional Shares shall have the meaning specified in Section 7.03(a).
Base Indenture has the meaning specified in the first paragraph of this Supplemental Indenture.