<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
______________
Date of Report (Date of earliest event reported): September 20, 1995
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
TEXAS 1-7259 74-1563240
(State or other jurisdiction (Commission (I.R.S. employee
of incorporation) file number) identification no.)
P.O. Box 36611
Love Field, Dallas, Texas 75235
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, include area code: (214) 904-4000
================================================================================
<PAGE> 2
Item 7. Financial Statements and Exhibits.
The following documents are being filed in connection with, and
incorporated by reference into, Southwest Airlines Co.'s Registration Statement
on Form S-3 (File No. 33-59113), as declared effective on May 9, 1995, and
Southwest Airlines Co.'s Registration Statement on Form S-3 (File No.
33-54587), as declared effective on July 21, 1994, relating to Pass Through
Certificates, Series 1995-A.
Exhibits
<TABLE>
<S> <C> <C>
Exhibit 4.3 - Forms of Pass Through Trust Supplements Nos. 1995-A2, 1995-A3 and 1995-A4
between Southwest and the Trustee relating to the Pass Through Certificates.
</TABLE>
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHWEST AIRLINES CO.
October 4, 1995 By: /s/ GARY C. KELLY
-----------------------------------
Gary C. Kelly
Vice President -- Finance
and Chief Financial Officer
-8-
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C> <C>
Exhibit 4.3 - Forms of Pass Through Trust Supplements Nos. 1995-A2, 1995-A3 and 1995-A4
between Southwest and the Trustee relating to the Pass Through Certificates.
</TABLE>
<PAGE> 1
EXHIBIT 4.3
TRUST SUPPLEMENT NO. 1995-A2
DATED AS OF OCTOBER 1, 1995
TO
PASS THROUGH TRUST AGREEMENT
DATED AS OF FEBRUARY 1, 1993
SOUTHWEST AIRLINES CO.
AND
WILMINGTON TRUST COMPANY, AS TRUSTEE
$3,745,091.00
<PAGE> 2
TRUST SUPPLEMENT
This Trust Supplement No. 1995-A2, dated as of October 1, 1995 (the
"Trust Supplement") between Southwest Airlines Co., a Texas corporation (the
"Company") and Wilmington Trust Company, a Delaware banking corporation (the
"Trustee"), to the Pass Through Trust Agreement dated as of February 1, 1993,
between the Company and the Trustee (the "Basic Agreement"),
WITNESSETH:
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Basic Agreement, unlimited as to the aggregate principal amount
of Certificates (unless specified herein capitalized terms used herein without
definition having the respective meanings specified heretofore in the Basic
Agreement) which may be issued thereunder;
WHEREAS, each of eight Owner Trustees, each acting on behalf of an
Owner Participant, will issue, on a non- recourse basis, Equipment Notes, among
other things, to refinance all or a portion of the outstanding debt portion of
the purchase price of the aircraft purchased by such Owner Trustee and leased
to the Company pursuant to the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by such Owner Trustees of the same tenor
as the Certificates issued hereunder and shall hold such Equipment Notes in
trust for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust (the
"1995-A2 Trust") for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the 1995-A2 Trust, by their respective
acceptances of the Certificates, join in the creation of this 1995-A2 Trust
with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all
respects duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
NOW, THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:
TRUST SUPPLEMENT NO. 1995-A2
-1-
<PAGE> 3
ARTICLE I
THE CERTIFICATES
Section 1.01 The Certificates. Pursuant to Section 2.01 of the
Basic Agreement, there is hereby created a series of Certificates to be issued
under the Agreement to be distinguished and known as "Pass Through
Certificates, Series 1995-A2" (hereinafter defined as the "Series 1995-A2
Certificates"). Each Certificate represents a Fractional Undivided Interest in
the 1995-A2 Trust created hereby. The terms and conditions applicable to the
Series 1995-A2 Certificates are as follows:
1. The aggregate principal amount of the Series 1995-A2
Certificates that shall be authenticated under the Agreement (except for Series
1995-A2 Certificates authenticated and delivered pursuant to Section 3.03, 3.04
or 3.05 of the Basic Agreement) upon their initial issuance is $3,745,091.00.
2. The Cut-off Date is November 15, 1995.
3. The Regular Distribution Dates with respect to any
payment of Scheduled Payments are January 1 and July 1 in each year, commencing
January 1, 1996, until payment of all of the Scheduled Payments to be made
under the Equipment Notes have been made.
4. The Scheduled Payments shall be as set forth in
Exhibit C hereto.
5. The Special Distribution Dates are as follows: (i)
in the case of an early redemption of Equipment Note arising out of an Event of
Loss, a refinancing of the Equipment Notes or a purchase or early redemption by
the related Owner Participant or Owner Trustee of such Equipment Notes, an
early redemption of Equipment Notes arising out of a voluntary termination of
the related Lease pursuant to Section 9.1 thereof, or exercise by Lessee of a
purchase option, the date of the receipt of the applicable redemption or
purchase price therefor, which shall be a Business Day, and (ii) otherwise, the
earliest Business Day of a month for which it is practicable for the Trustee to
give notice pursuant to Section 4.02(c) of the Basic Agreement 20 days prior
thereto.
6. The Series 1995-A2 Certificates shall be in the form
attached hereto as Exhibit A. The Series 1995-A2 Certificates shall be
Book-Entry Certificates and shall be subject to the conditions set forth in the
Letter of Representations between the Company and the Clearing Agency attached
hereto as Exhibit B.
7. The proceeds of the Series 1995-A2 Certificates shall
be used to purchase the Equipment Notes in the principal amounts specified
below:
TRUST SUPPLEMENT NO. 1995-A2
-2-
<PAGE> 4
<TABLE>
<CAPTION>
Equipment Note Principal Amount Maturity
-------------- ---------------- --------
<S> <C> <C>
Series 1995 N396SW $451,310.50 July 1, 1998
Series 1995 N397SW $456,301.30 July 1, 1998
Series 1995 N398SW $456,301.30 July 1, 1998
Series 1995 N399WN $456,301.30 July 1, 1998
Series 1995 N600WN $456,301.30 July 1, 1998
Series 1995 N601WN $456,301.30 July 1, 1998
Series 1995 N602SW $454,690.00 July 1, 1998
Series 1995 N603SW $557,584.00 July 1, 1998
</TABLE>
8. Each of eight Owner Trustees, each acting on behalf of an
Owner Participant, will issue on a non- recourse basis, the Equipment Notes,
the proceeds of which shall be used, among other things, to refinance in part
the outstanding debt portion of the purchase price of the following Aircraft:
<TABLE>
<CAPTION>
Registration Manufacturer's
Aircraft Number Serial Number
-------- ---------- -------------
<S> <C> <C>
1 Boeing 737-3H4 N396SW 27690
1 Boeing 737-3H4 N397SW 27691
1 Boeing 737-3H4 N398SW 27692
1 Boeing 737-3H4 N399WN 27693
1 Boeing 737-3H4 N600WN 27694
1 Boeing 737-3H4 N601WN 27695
1 Boeing 737-3H4 N602SW 27953
1 Boeing 737-3H4 N603SW 27954
</TABLE>
9. The related Note Documents are as follows (with the
trust relating to each Note Document being indicated in parentheses for
purposes of identification):
(a) Each of the following Indentures:
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N396SW) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N396SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N397SW) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N397SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N398SW) dated as of April 1,
1995, as supplemented, as amended by
TRUST SUPPLEMENT NO. 1995-A2
-3-
<PAGE> 5
First Amendment to Trust Indenture dated as of
October 1, 1995 (Southwest Airlines 1995 Trust
N398SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N399WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N399WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N600WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N600WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N601WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N601WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N602SW) dated as of July 1, 1995,
as supplemented, as amended by First Amendment to
Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N602SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N603SW) dated as of July 1, 1995,
as supplemented, as amended by First Amendment to
Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N603SW).
(b) Each of the following Leases:
Sale and Lease Agreement (Southwest Airlines 1995
Trust N396SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N396SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N397SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N397SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N398SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N398SW) dated as of October 1, 1995;
TRUST SUPPLEMENT NO. 1995-A2
-4-
<PAGE> 6
Sale and Lease Agreement (Southwest Airlines 1995
Trust N399WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N399WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N600WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N600WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N601WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N601WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N602SW), dated as of July 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N602SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N603SW), dated as of July 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N603SW) dated as of October 1, 1995.
(c) Each of the following Participation Agreements:
Participation Agreement (Southwest Airlines 1995
Trust N396SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N396SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N397SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N397SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N398SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N398SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N399WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation
TRUST SUPPLEMENT NO. 1995-A2
-5-
<PAGE> 7
Agreement (Southwest Airlines 1995 Trust N399WN)
dated as of October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N600WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N600WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N601WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N601WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N602SW), dated as of July 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N602SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N603SW), dated as of July 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N603SW) dated as of
October 1, 1995.
(d) Each of the following Trust Agreements:
Trust Agreement (Southwest Airlines 1995 Trust
N396SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N397SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N398SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N399WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N600WN) dated as of April 1, 1995, as supplemented;
TRUST SUPPLEMENT NO. 1995-A2
-6-
<PAGE> 8
Trust Agreement (Southwest Airlines 1995 Trust
N601WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N602SW) dated as of July 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N603SW) dated as of July 1, 1995, as supplemented.
(e) Each of the following Refinancing Agreements:
Refinancing Agreement (Southwest Airlines 1995 Trust
N396SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N397SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N398SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N399WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N600WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N601WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N602SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N603SW) dated as of October 1, 1995.
ARTICLE II
THE TRUSTEE
Section 2.01. The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Trust Supplement or the due execution hereof by the Company, or for or in
respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.
TRUST SUPPLEMENT NO. 1995-A2
-7-
<PAGE> 9
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement,
and this Trust Supplement is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Basic Agreement, upon
the effectiveness thereof, as fully to all intents as if the same were herein
set forth at length.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Basic Agreement Ratified. Except and so far as
herein expressly provided, all of the provisions, terms and conditions of the
Basic Agreement are in all respects ratified and confirmed; and the Basic
Agreement and this Trust Supplement shall be taken, read and construed as one
and the same instrument.
Section 3.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
1995-A2 CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE.
Section 3.03. Execution in Counterparts. This Trust Supplement may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one instrument.
TRUST SUPPLEMENT NO. 1995-A2
-8-
<PAGE> 10
IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first above written.
SOUTHWEST AIRLINES CO.
By /s/ JOHN D. OWEN
Treasurer
WILMINGTON TRUST COMPANY, not in
its individual capacity, but solely
as Trustee
By /s/ DAVID A. VANASKY, JR.
Title: Senior Financial Services Officer
TRUST SUPPLEMENT NO. 1995-A2
-9-
<PAGE> 11
EXHIBIT A
CUSIP NO. [FORM OF CERTIFICATE]
**Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York Corporation ("DTC"), to Issuer 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 the registered owner hereof,
Cede & Co., has an interest herein.
SOUTHWEST AIRLINES 1995-A2 PASS THROUGH TRUST
Pass Through
Certificate, Series 1995-A2
Final Distribution Date: July 1, 1998
evidencing a fractional undivided interest in a trust, the
property of which includes certain Equipment Notes each
secured by an Aircraft leased to Southwest Airlines Co.
Certificate
No. ______ $ ________Fractional Undivided Interest representing
_________% of the Trust per $1,000 face amount.
THIS CERTIFIES THAT ___________________________________________, for
value received, is the registered owner of a $__________________________
(_____________ dollars) Fractional Undivided Interest in the Southwest Airlines
1995-A2 Pass Through Trust (the "Trust") created by Wilmington Trust Company,
as trustee (the "Trustee"), pursuant to a Pass Through Trust Agreement dated as
of February 1, 1993 (the "Basic Agreement"), as supplemented by Trust
Supplement No. 1995-A2 thereto dated as of October 1, 1995 (collectively, the
"Agreement"), between the Trustee and Southwest Airlines Co., a corporation
incorporated under Texas law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "Pass Through Certificates, Series 1995-A2" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions, and conditions of the Agreement, to which Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof
assents and by which such Certificateholder is bound. The property of the
Trust includes certain Equipment Notes (the "Trust Property"). Each issue of
the Equipment Notes is secured by a security interest in an aircraft leased to
the Company.
The Certificates represent Fractional Undivided Interests in the Trust
and the Trust Property, and have no rights, benefits or interest in respect of
any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto. _
_________________
** This legend to appear on Book-Entry Certificates to be
deposited with The Depository Trust Company. One Certificate
may be issued in a denomination of less than $1,000 which
shall not have this legend.
TRUST SUPPLEMENT NO. 1995-A2
A-1
<PAGE> 12
Subject to and in accordance with the terms of the Agreement, from
funds then available to the Trustee, there will be distributed on January 1 and
July 1 in each year, commencing January 1, 1996 (a "Regular Distribution Date")
to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Regular Distribution Date, an amount in
respect of the Scheduled Payments on the Equipment Notes due on such Regular
Distribution Date, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered
at the close of business on the 15th day preceding the Special Distribution
Date, an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day with the
same force and effect as if made on such Regular Distribution Date or Special
Distribution Date and no interest shall accrue during the intervening period.
The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee in
immediately available funds to the Person entitled thereto, without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right or payment, all as
more specifically set forth herein and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made
to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties, evidenced hereby. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Trustee, and at such other places, if any, designated by the Trustee, by
any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the
TRUST SUPPLEMENT NO. 1995-A2
A-2
<PAGE> 13
Certificateholders under the Agreement at any time by the Company and the
Trustee with the consent of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust. Any such consent by the Certificateholder of this
Certificate shall be conclusive and binding on such Certificateholder and upon
all future Certificateholders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in its capacity as Registrar, or
by any successor Registrar, duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Registrar
duly executed by the Certificateholder hereof or such Certificateholder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 or integral multiples thereof except
that one Certificate may be in a denomination of less than $1,000. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Trustee, the Registrar, or
any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held as part of the Trust
Property.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PROVISIONS OF THE STATE OF DELAWARE.
TRUST SUPPLEMENT NO. 1995-A2
A-3
<PAGE> 14
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
SOUTHWEST AIRLINES 1995-A2
PASS THROUGH TRUST
By: WILMINGTON TRUST COMPANY, not
in its individual capacity but
solely as Trustee
By: ______________________________
Title: ______________________________
Dated: __________________________
TRUST SUPPLEMENT NO. 1995-A2
A-4
<PAGE> 15
[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Certificates referred
to in the within-mentioned Agreement.
WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as
Trustee
By: ___________________________________
Authorized Officer
TRUST SUPPLEMENT NO. 1995-A2
A-5
<PAGE> 16
EXHIBIT B
TRUST SUPPLEMENT NO. 1995-A2
Dated as of October 1, 1995
[DTC LETTER OF REPRESENTATIONS]
TRUST SUPPLEMENT NO. 1995-A2
B-1
<PAGE> 17
EXHIBIT C
TRUST SUPPLEMENT NO. 1995-A2
Dated as of October 1, 1995
Scheduled Payments
<TABLE>
<CAPTION>
Percentage of Original
Principal Payment Date Principal Amount
- ---------------------- ----------------------
<S> <C>
July 1, 1998 100.0%
</TABLE>
TRUST SUPPLEMENT NO. 1995-A2
C-1
<PAGE> 18
EXHIBIT 4.3
TRUST SUPPLEMENT NO. 1995-A3
DATED AS OF OCTOBER 1, 1995
TO
PASS THROUGH TRUST AGREEMENT
DATED AS OF FEBRUARY 1, 1993
SOUTHWEST AIRLINES CO.
AND
WILMINGTON TRUST COMPANY, AS TRUSTEE
$181,181,821.00
<PAGE> 19
TRUST SUPPLEMENT
This Trust Supplement No. 1995-A3, dated as of October 1, 1995 (the
"Trust Supplement") between Southwest Airlines Co., a Texas corporation (the
"Company") and Wilmington Trust Company, a Delaware banking corporation (the
"Trustee"), to the Pass Through Trust Agreement dated as of February 1, 1993,
between the Company and the Trustee (the "Basic Agreement"),
WITNESSETH:
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Basic Agreement, unlimited as to the aggregate principal amount
of Certificates (unless specified herein capitalized terms used herein without
definition having the respective meanings specified heretofore in the Basic
Agreement) which may be issued thereunder;
WHEREAS, each of ten Owner Trustees, each acting on behalf of an Owner
Participant, will issue, on a non- recourse basis, Equipment Notes, among other
things, to refinance all or a portion of the outstanding debt portion of the
purchase price of the aircraft purchased by such Owner Trustee and leased to
the Company pursuant to the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by such Owner Trustees of the same tenor
as the Certificates issued hereunder and shall hold such Equipment Notes in
trust for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust (the
"1995-A3 Trust") for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the 1995-A3 Trust, by their respective
acceptances of the Certificates, join in the creation of this 1995-A3 Trust
with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all
respects duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
NOW, THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:
TRUST SUPPLEMENT NO. 1995-A3
-1-
<PAGE> 20
ARTICLE I
THE CERTIFICATES
Section 1.01 The Certificates. Pursuant to Section 2.01 of the
Basic Agreement, there is hereby created a series of Certificates to be issued
under the Agreement to be distinguished and known as "Pass Through
Certificates, Series 1995-A3" (hereinafter defined as the "Series 1995-A3
Certificates"). Each Certificate represents a Fractional Undivided Interest in
the 1995-A3 Trust created hereby. The terms and conditions applicable to the
Series 1995-A3 Certificates are as follows:
1. The aggregate principal amount of the Series 1995-A3
Certificates that shall be authenticated under the Agreement (except for Series
1995-A3 Certificates authenticated and delivered pursuant to Section 3.03, 3.04
or 3.05 of the Basic Agreement) upon their initial issuance is $181,181,821.00.
2. The Cut-off Date is November 15, 1995.
3. The Regular Distribution Dates with respect to any
payment of Scheduled Payments are January 1 and July 1 in each year, commencing
January 1, 1996, until payment of all of the Scheduled Payments to be made
under the Equipment Notes have been made.
4. The Scheduled Payments shall be as set forth in
Exhibit C hereto.
5. The Special Distribution Dates are as follows: (i)
in the case of an early redemption of Equipment Notes arising out of an Event
of Loss, a refinancing of the Equipment Notes, a purchase or early redemption
by the related Owner Participant or Owner Trustee of such Equipment Notes, an
early redemption of Equipment Notes arising out of a voluntary termination of
the related Lease pursuant to Section 9.1 thereof or exercise by Lessee of a
purchase option, the date of the receipt of the applicable redemption or
purchase price therefor, which shall be a Business Day, and (ii) otherwise, the
earliest Business Day of a month for which it is practicable for the Trustee to
give notice pursuant to Section 4.02(c) of the Basic Agreement 20 days prior
thereto.
6. The Series 1995-A3 Certificates shall be in the form
attached hereto as Exhibit A. The Series 1995-A3 Certificates shall be
Book-Entry Certificates and shall be subject to the conditions set forth in the
Letter of Representations between the Company and the Clearing Agency attached
hereto as Exhibit B.
7. The proceeds of the Series 1995-A3 Certificates shall
be used to purchase the Equipment Notes in the principal amounts specified
below:
TRUST SUPPLEMENT NO. 1995-A3
-2-
<PAGE> 21
<TABLE>
<CAPTION>
Equipment Note Principal Amount Maturity
-------------- ---------------- --------
<S> <C> <C>
Series 1995 N396SW $18,310,765.10 July 1, 2013
Series 1995 N397SW $18,513,253.78 July 1, 2013
Series 1995 N398SW $18,513,253.78 July 1, 2013
Series 1995 N399WN $18,513,253.78 July 1, 2013
Series 1995 N600WN $18,513,253.78 July 1, 2013
Series 1995 N601WN $18,513,253.78 July 1, 2013
Series 1995 N602SW $18,069,063.00 January 1, 2013
Series 1995 N603SW $22,306,624.00 July 1, 2013
Series 1995 N604SW $14,678,997.00 July 1, 2013
Series 1995 N605SW $15,250,103.00 January 1, 2013
</TABLE>
8. Each of ten Owner Trustees, each acting on behalf of
an Owner Participant, will issue on a non- recourse basis, the Equipment Notes,
the proceeds of which shall be used, among other things, to refinance in part
the outstanding debt portion of the purchase price of the following Aircraft:
<TABLE>
<CAPTION>
Registration Manufacturer's
Aircraft Number Serial Number
-------- ---------- -------------
<S> <C> <C>
1 Boeing 737-3H4 N396SW 27690
1 Boeing 737-3H4 N397SW 27691
1 Boeing 737-3H4 N398SW 27692
1 Boeing 737-3H4 N399WN 27693
1 Boeing 737-3H4 N600WN 27694
1 Boeing 737-3H4 N601WN 27695
1 Boeing 737-3H4 N602SW 27953
1 Boeing 737-3H4 N603SW 27954
1 Boeing 737-3H4 N604SW 27955
1 Boeing 737-3H4 N605SW 27956
</TABLE>
9. The related Note Documents are as follows (with the
trust relating to each Note Document being indicated in parentheses for
purposes of identification):
(a) Each of the following Indentures:
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N396SW) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N396SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N397SW) dated as of April 1,
1995, as supplemented, as amended
TRUST SUPPLEMENT NO. 1995-A3
-3-
<PAGE> 22
by First Amendment to Trust Indenture dated as of
October 1, 1995 (Southwest Airlines 1995 Trust
N397SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N398SW) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N398SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N399WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N399WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N600WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N600WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N601WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N601WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N602SW) dated as of July 1, 1995,
as supplemented, as amended by First Amendment to
Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N602SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N603SW) dated as of July 1, 1995,
as supplemented, as amended by First Amendment to
Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N603SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N604SW) dated as of August 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N604SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N605SW) dated as of August 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N605SW).
TRUST SUPPLEMENT NO. 1995-A3
-4-
<PAGE> 23
(b) Each of the following Leases:
Sale and Lease Agreement (Southwest Airlines 1995
Trust N396SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N396SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N397SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N397SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N398SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N398SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N399WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N399WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N600WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N600WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N601WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N601WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N602SW), dated as of July 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N602SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N603SW), dated as of July 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N603SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N604SW), dated as of August 1, 1995, as
supplemented, as amended by the First
TRUST SUPPLEMENT NO. 1995-A3
-5-
<PAGE> 24
Amendment to Sale and Lease Agreement (Southwest
Airlines 1995 Trust N604SW) dated as of October 1,
1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N605SW), dated as of August 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N605SW) dated as of October 1, 1995.
(c) Each of the following Participation Agreements:
Participation Agreement (Southwest Airlines 1995
Trust N396SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N396SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N397SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N397SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N398SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N398SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N399WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N399WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N600WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N600WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N601WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N601WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N602SW), dated as of July 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N602SW) dated as of
October 1, 1995;
TRUST SUPPLEMENT NO. 1995-A3
-6-
<PAGE> 25
Participation Agreement (Southwest Airlines 1995
Trust N603SW), dated as of July 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N603SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N604SW), dated as of August 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N604SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N605SW), dated as of August 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N605SW) dated as of
October 1, 1995.
(d) Each of the following Trust Agreements:
Trust Agreement (Southwest Airlines 1995 Trust
N396SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N397SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N398SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N399WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N600WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N601WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N602SW) dated as of July 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N603SW) dated as of July 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N604SW) dated as of August 1, 1995, as supplemented;
TRUST SUPPLEMENT NO. 1995-A3
-7-
<PAGE> 26
Trust Agreement (Southwest Airlines 1995 Trust
N605SW) dated as of August 1, 1995, as supplemented.
(e) Each of the following Refinancing Agreements:
Refinancing Agreement (Southwest Airlines 1995 Trust
N396SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N397SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N398SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N399WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N600WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N601WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N602SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N603SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N604SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N605SW) dated as of October 1, 1995.
ARTICLE II
THE TRUSTEE
Section 2.01. The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Trust Supplement or the due execution hereof by the Company, or for or in
respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust Supplement other than
TRUST SUPPLEMENT NO. 1995-A3
-8-
<PAGE> 27
as set forth in the Basic Agreement, and this Trust Supplement is executed and
accepted on behalf of the Trustee, subject to all the terms and conditions set
forth in the Basic Agreement, upon the effectiveness thereof, as fully to all
intents as if the same were herein set forth at length.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Basic Agreement Ratified. Except and so far as
herein expressly provided, all of the provisions, terms and conditions of the
Basic Agreement are in all respects ratified and confirmed; and the Basic
Agreement and this Trust Supplement shall be taken, read and construed as one
and the same instrument.
Section 3.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
1995-A3 CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE.
Section 3.03. Execution in Counterparts. This Trust Supplement may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one instrument.
TRUST SUPPLEMENT NO. 1995-A3
-9-
<PAGE> 28
IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first above written.
SOUTHWEST AIRLINES CO.
By /s/ JOHN D. OWEN
Treasurer
WILMINGTON TRUST COMPANY, not in
its individual capacity, but solely
as Trustee
By /s/ DAVID A. VANASKEY, JR.
Title: Senior Financial Services Officer
TRUST SUPPLEMENT NO. 1995-A3
-10-
<PAGE> 29
EXHIBIT A
CUSIP NO. [FORM OF CERTIFICATE]
**Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York Corporation ("DTC"), to Issuer 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 the registered owner hereof,
Cede & Co., has an interest herein.
SOUTHWEST AIRLINES 1995-A3 PASS THROUGH TRUST
Pass Through
Certificate, Series 1995-A3
Final Distribution Date: July 1, 2013
evidencing a fractional undivided interest in a trust, the
property of which includes certain Equipment Notes, each
secured by an Aircraft leased to Southwest Airlines Co.
Certificate
No. ______ $ ________Fractional Undivided Interest representing
_________% of the Trust per $1,000 face amount.
THIS CERTIFIES THAT ___________________________________________, for
value received, is the registered owner of a $__________________________
(_____________ dollars) Fractional Undivided Interest in the Southwest Airlines
1995-A3 Pass Through Trust (the "Trust") created by Wilmington Trust Company,
as trustee (the "Trustee"), pursuant to a Pass Through Trust Agreement dated as
of February 1, 1993 (the "Basic Agreement"), as supplemented by Trust
Supplement No. 1995-A3 thereto dated as of October 1, 1995 (collectively, the
"Agreement"), between the Trustee and Southwest Airlines Co., a corporation
incorporated under Texas law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "Pass Through Certificates, Series 1995-A3" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions, and conditions of the Agreement, to which Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof
assents and by which such Certificateholder is bound. The property of the
Trust includes certain Equipment Notes (the "Trust Property"). Each issue of
the Equipment Notes is secured by a security interest in an aircraft leased to
the Company.
The Certificates represent Fractional Undivided Interests in the Trust
and the Trust Property, and have no rights, benefits or interest in respect of
any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto.
_________________
** This legend to appear on Book-Entry Certificates to be
deposited with The Depository Trust Company. One Certificate
may be issued in a denomination of less than $1,000 which
shall not have this legend.
TRUST SUPPLEMENT NO. 1995-A3
A-1
<PAGE> 30
Subject to and in accordance with the terms of the Agreement, from
funds then available to the Trustee, there will be distributed on January 1 and
July 1 in each year, commencing January 1, 1996 (a "Regular Distribution Date")
to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Regular Distribution Date, an amount in
respect of the Scheduled Payments on the Equipment Notes due on such Regular
Distribution Date, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered
at the close of business on the 15th day preceding the Special Distribution
Date, an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day with the
same force and effect as if made on such Regular Distribution Date or Special
Distribution Date and no interest shall accrue during the intervening period.
The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee in
immediately available funds to the Person entitled thereto, without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right or payment, all as
more specifically set forth herein and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made
to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties, evidenced hereby. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Trustee, and at such other places, if any, designated by the Trustee, by
any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the
TRUST SUPPLEMENT NO. 1995-A3
A-2
<PAGE> 31
Certificateholders under the Agreement at any time by the Company and the
Trustee with the consent of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust. Any such consent by the Certificateholder of this
Certificate shall be conclusive and binding on such Certificateholder and upon
all future Certificateholders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in its capacity as Registrar, or
by any successor Registrar, duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Registrar
duly executed by the Certificateholder hereof or such Certificateholder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 or integral multiples thereof except
that one Certificate may be in a denomination of less than $1,000. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Trustee, the Registrar, or
any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held as part of the Trust
Property.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PROVISIONS OF THE STATE OF DELAWARE.
TRUST SUPPLEMENT NO. 1995-A3
A-3
<PAGE> 32
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
SOUTHWEST AIRLINES 1995-A3
PASS THROUGH TRUST
By: WILMINGTON TRUST COMPANY, not
in its individual capacity but
solely as Trustee
By: ______________________________
Title: ______________________________
Dated: __________________________
TRUST SUPPLEMENT NO. 1995-A3
A-4
<PAGE> 33
[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Certificates referred
to in the within-mentioned Agreement.
WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as
Trustee
By: ___________________________________
Authorized Officer
TRUST SUPPLEMENT NO. 1995-A3
A-5
<PAGE> 34
EXHIBIT B
TRUST SUPPLEMENT NO. 1995-A3
Dated as of October 1, 1995
[DTC LETTER OF REPRESENTATIONS]
TRUST SUPPLEMENT NO. 1995-A3
B-1
<PAGE> 35
EXHIBIT C
TRUST SUPPLEMENT NO. 1995-A3
Dated as of October 1, 1995
Scheduled Payments
<TABLE>
<CAPTION>
Percentage of Original
Principal Payment Date Principal Amount
- ---------------------- ----------------------
<S> <C>
</TABLE>
TRUST SUPPLEMENT NO. 1995-A3
C-1
<PAGE> 36
EXHIBIT 4.3
TRUST SUPPLEMENT NO. 1995-A4
DATED AS OF OCTOBER 1, 1995
TO
PASS THROUGH TRUST AGREEMENT
DATED AS OF FEBRUARY 1, 1993
SOUTHWEST AIRLINES CO.
AND
WILMINGTON TRUST COMPANY, AS TRUSTEE
$49,041,464.00
<PAGE> 37
TRUST SUPPLEMENT
This Trust Supplement No. 1995-A4, dated as of October 1, 1995 (the
"Trust Supplement") between Southwest Airlines Co., a Texas corporation (the
"Company") and Wilmington Trust Company, a Delaware banking corporation (the
"Trustee"), to the Pass Through Trust Agreement dated as of February 1, 1993,
between the Company and the Trustee (the "Basic Agreement"),
WITNESSETH:
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Basic Agreement, unlimited as to the aggregate principal amount
of Certificates (unless specified herein capitalized terms used herein without
definition having the respective meanings specified heretofore in the Basic
Agreement) which may be issued thereunder;
WHEREAS, each of ten Owner Trustees, each acting on behalf of an Owner
Participant, will issue, on a non- recourse basis, Equipment Notes, among other
things, to refinance all or a portion of the outstanding debt portion of the
purchase price of the aircraft purchased by such Owner Trustee and leased to
the Company pursuant to the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by such Owner Trustees of the same tenor
as the Certificates issued hereunder and shall hold such Equipment Notes in
trust for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust (the
"1995-A4 Trust") for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the 1995-A4 Trust, by their respective
acceptances of the Certificates, join in the creation of this 1995-A4 Trust
with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all
respects duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
TRUST SUPPLEMENT NO. 1995-A4
-1-
<PAGE> 38
NOW, THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:
ARTICLE I
THE CERTIFICATES
Section 1.01 The Certificates. Pursuant to Section 2.01 of the
Basic Agreement, there is hereby created a series of Certificates to be issued
under the Agreement to be distinguished and known as "Pass Through
Certificates, Series 1995-A4" (hereinafter defined as the "Series 1995-A4
Certificates"). Each Certificate represents a Fractional Undivided Interest in
the 1995-A4 Trust created hereby. The terms and conditions applicable to the
Series 1995-A4 Certificates are as follows:
1. The aggregate principal amount of the Series 1995-A4
Certificates that shall be authenticated under the Agreement (except for Series
1995-A4 Certificates authenticated and delivered pursuant to Section 3.03, 3.04
or 3.05 of the Basic Agreement) upon their initial issuance is $49,041,464.00.
2. The Cut-off Date is November 15, 1995.
3. The Regular Distribution Dates with respect to any
payment of Scheduled Payments are January 1 and July 1 in each year, commencing
January 1, 1996, until payment of all of the Scheduled Payments to be made
under the Equipment Notes have been made.
4. The Scheduled Payments shall be as set forth in
Exhibit C hereto.
5. The Special Distribution Dates are as follows: (i)
in the case of an early redemption of Equipment Notes arising out of an Event
of Loss, a refinancing of the Equipment Notes, a purchase or early redemption
by the related Owner Participant or Owner Trustee of such Equipment Notes, an
early redemption of Equipment Notes arising out of a voluntary termination of
the related Lease pursuant to Section 9.1 thereof or exercise by Lessee of a
purchase option, the date of the receipt of the applicable redemption or
purchase price therefor, which shall be a Business Day, and (ii) otherwise, the
earliest Business Day of a month for which it is practicable for the Trustee to
give notice pursuant to Section 4.02(c) of the Basic Agreement 20 days prior
thereto.
6. The Series 1995-A4 Certificates shall be in the form
attached hereto as Exhibit A. The Series 1995-A4 Certificates shall be
Book-Entry Certificates and shall be subject to the conditions set forth in the
Letter of Representations between the Company and the Clearing Agency attached
hereto as Exhibit B.
TRUST SUPPLEMENT NO. 1995-A4
-2-
<PAGE> 39
7. The proceeds of the Series 1995-A4 Certificates shall
be used to purchase the Equipment Notes in the principal amounts specified
below:
<TABLE>
<CAPTION>
Equipment Note Principal Amount Maturity
-------------- ---------------- --------
<S> <C> <C>
Series 1995 N396SW $4,104,810.30 July 1, 2016
Series 1995 N397SW $4,150,203.14 July 1, 2016
Series 1995 N398SW $4,150,203.14 July 1, 2016
Series 1995 N399WN $4,150,203.14 July 1, 2016
Series 1995 N600WN $4,150,203.14 July 1, 2016
Series 1995 N601WN $4,150,203.14 July 1, 2016
Series 1995 N602SW $4,611,619.00 January 1, 2018
Series 1995 N603SW $ 453,285.00 January 1, 2018
Series 1995 N604SW $9,697,581.00 January 1, 2018
Series 1995 N605SW $9,423,153.00 January 1, 2018
</TABLE>
8. Each of ten Owner Trustees, each acting on behalf of
an Owner Participant, will issue on a non- recourse basis, the Equipment Notes,
the proceeds of which shall be used, among other things, to refinance in part
the outstanding debt portion of the purchase price of the following Aircraft:
<TABLE>
<CAPTION>
Registration Manufacturer's
Aircraft Number Serial Number
-------- ---------- -------------
<S> <C> <C>
1 Boeing 737-3H4 N396SW 27690
1 Boeing 737-3H4 N397SW 27691
1 Boeing 737-3H4 N398SW 27692
1 Boeing 737-3H4 N399WN 27693
1 Boeing 737-3H4 N600WN 27694
1 Boeing 737-3H4 N601WN 27695
1 Boeing 737-3H4 N602SW 27953
1 Boeing 737-3H4 N603SW 27954
1 Boeing 737-3H4 N604SW 27955
1 Boeing 737-3H4 N605SW 27956
</TABLE>
9. The related Note Documents are as follows (with the
trust relating to each Note Document being indicated in parentheses for
purposes of identification):
(a) Each of the following Indentures:
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N396SW) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N396SW);
TRUST SUPPLEMENT NO. 1995-A4
-3-
<PAGE> 40
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N397SW) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N397SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N398SW) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N398SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N399WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N399WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N600WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N600WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N601WN) dated as of April 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N601WN);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N602SW) dated as of July 1, 1995,
as supplemented, as amended by First Amendment to
Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N602SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N603SW) dated as of July 1, 1995,
as supplemented, as amended by First Amendment to
Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N603SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N604SW) dated as of August 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N604SW);
Trust Indenture and Security Agreement (Southwest
Airlines 1995 Trust N605SW) dated as of August 1,
1995, as supplemented, as amended by First Amendment
to Trust Indenture dated as of October 1, 1995
(Southwest Airlines 1995 Trust N605SW).
TRUST SUPPLEMENT NO. 1995-A4
-4-
<PAGE> 41
(b) Each of the following Leases:
Sale and Lease Agreement (Southwest Airlines 1995
Trust N396SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N396SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N397SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N397SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N398SW), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N398SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N399WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N399WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N600WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N600WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N601WN), dated as of April 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N601WN) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N602SW), dated as of July 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N602SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N603SW), dated as of July 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N603SW) dated as of October 1, 1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N604SW), dated as of August 1, 1995, as
supplemented, as amended by the First
TRUST SUPPLEMENT NO. 1995-A4
-5-
<PAGE> 42
Amendment to Sale and Lease Agreement (Southwest
Airlines 1995 Trust N604SW) dated as of October 1,
1995;
Sale and Lease Agreement (Southwest Airlines 1995
Trust N605SW), dated as of August 1, 1995, as
supplemented, as amended by the First Amendment to
Sale and Lease Agreement (Southwest Airlines 1995
Trust N605SW) dated as of October 1, 1995.
(c) Each of the following Participation Agreements:
Participation Agreement (Southwest Airlines 1995
Trust N396SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N396SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N397SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N397SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N398SW), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N398SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N399WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N399WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N600WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N600WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N601WN), dated as of April 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N601WN) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N602SW), dated as of July 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N602SW) dated as of
October 1, 1995;
TRUST SUPPLEMENT NO. 1995-A4
-6-
<PAGE> 43
Participation Agreement (Southwest Airlines 1995
Trust N603SW), dated as of July 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N603SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N604SW), dated as of August 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N604SW) dated as of
October 1, 1995;
Participation Agreement (Southwest Airlines 1995
Trust N605SW), dated as of August 1, 1995, as amended
by the First Amendment to Participation Agreement
(Southwest Airlines 1995 Trust N605SW) dated as of
October 1, 1995.
(d) Each of the following Trust Agreements:
Trust Agreement (Southwest Airlines 1995 Trust
N396SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N397SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N398SW) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N399WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N600WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N601WN) dated as of April 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N602SW) dated as of July 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N603SW) dated as of July 1, 1995, as supplemented;
Trust Agreement (Southwest Airlines 1995 Trust
N604SW) dated as of August 1, 1995, as supplemented;
TRUST SUPPLEMENT NO. 1995-A4
-7-
<PAGE> 44
Trust Agreement (Southwest Airlines 1995 Trust
N605SW) dated as of August 1, 1995, as supplemented.
(e) Each of the following Refinancing Agreements:
Refinancing Agreement (Southwest Airlines 1995 Trust
N396SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N397SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N398SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N399WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N600WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N601WN) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N602SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N603SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N604SW) dated as of October 1, 1995;
Refinancing Agreement (Southwest Airlines 1995 Trust
N605SW) dated as of October 1, 1995.
ARTICLE II
THE TRUSTEE
Section 2.01. The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Trust Supplement or the due execution hereof by the Company, or for or in
respect of the recitals and statements contained herein, all of which recitals
and statements are made solely by the Company.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust
TRUST SUPPLEMENT NO. 1995-A4
-8-
<PAGE> 45
Supplement other than as set forth in the Basic Agreement, and this Trust
Supplement is executed and accepted on behalf of the Trustee, subject to all
the terms and conditions set forth in the Basic Agreement, upon the
effectiveness thereof, as fully to all intents as if the same were herein set
forth at length.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Basic Agreement Ratified. Except and so far as
herein expressly provided, all of the provisions, terms and conditions of the
Basic Agreement are in all respects ratified and confirmed; and the Basic
Agreement and this Trust Supplement shall be taken, read and construed as one
and the same instrument.
Section 3.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
1995-A4 CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE.
Section 3.03. Execution in Counterparts. This Trust Supplement may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one instrument.
TRUST SUPPLEMENT NO. 1995-A4
-9-
<PAGE> 46
IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first above written.
SOUTHWEST AIRLINES CO.
By /s/ JOHN D. OWEN
Treasurer
WILMINGTON TRUST COMPANY, not in
its individual capacity, but solely
as Trustee
By /s/ DAVID A. VANASKEY, JR.
Title: Senior Financial Services Officer
TRUST SUPPLEMENT NO. 1995-A4
-10-
<PAGE> 47
EXHIBIT A
CUSIP NO. [FORM OF CERTIFICATE]
**Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York Corporation ("DTC"), to Issuer 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 the registered owner hereof,
Cede & Co., has an interest herein.
SOUTHWEST AIRLINES 1995-A4 PASS THROUGH TRUST
Pass Through
Certificate, Series 1995-A4
Final Distribution Date: January 1, 2018
evidencing a fractional undivided interest in a trust, the
property of which includes certain Equipment Notes, each
secured by an Aircraft leased to Southwest Airlines Co.
Certificate
No. ______ $ ________Fractional Undivided Interest representing
_________% of the Trust per $1,000 face amount.
THIS CERTIFIES THAT ___________________________________________, for
value received, is the registered owner of a $__________________________
(_____________ dollars) Fractional Undivided Interest in the Southwest Airlines
1995-A4 Pass Through Trust (the "Trust") created by Wilmington Trust Company,
as trustee (the "Trustee"), pursuant to a Pass Through Trust Agreement dated as
of February 1, 1993 (the "Basic Agreement"), as supplemented by Trust
Supplement No. 1995-A4 thereto dated as of October 1, 1995 (collectively, the
"Agreement"), between the Trustee and Southwest Airlines Co., a corporation
incorporated under Texas law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "Pass Through Certificates, Series 1995-A4" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions, and conditions of the Agreement, to which Agreement the
Certificateholder of this Certificate by virtue of the acceptance hereof
assents and by which such Certificateholder is bound. The property of the
Trust includes certain Equipment Notes (the "Trust Property"). Each issue of
the Equipment Notes is secured by a security interest in an aircraft leased to
the Company.
The Certificates represent Fractional Undivided Interests in the Trust
and the Trust Property, and have no rights, benefits or interest in respect of
any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto. _
_________________
** This legend to appear on Book-Entry Certificates to be
deposited with The Depository Trust Company. One Certificate
may be issued in a denomination of less than $1,000 which
shall not have this legend.
TRUST SUPPLEMENT NO. 1995-A4
A-1
<PAGE> 48
Subject to and in accordance with the terms of the Agreement, from
funds then available to the Trustee, there will be distributed on January 1 and
July 1 in each year, commencing January 1, 1996 (a "Regular Distribution Date")
to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Regular Distribution Date, an amount in
respect of the Scheduled Payments on the Equipment Notes due on such Regular
Distribution Date, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered
at the close of business on the 15th day preceding the Special Distribution
Date, an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day with the
same force and effect as if made on such Regular Distribution Date or Special
Distribution Date and no interest shall accrue during the intervening period.
The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee in
immediately available funds to the Person entitled thereto, without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right or payment, all as
more specifically set forth herein and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made
to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties, evidenced hereby. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Trustee, and at such other places, if any, designated by the Trustee, by
any Certificateholder upon request.
TRUST SUPPLEMENT NO. 1995-A4
A-2
<PAGE> 49
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any
time by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in its capacity as Registrar, or
by any successor Registrar, duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Registrar
duly executed by the Certificateholder hereof or such Certificateholder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 or integral multiples thereof except
that one Certificate may be in a denomination of less than $1,000. As provided
in the Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust, as
requested by the Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Trustee, the Registrar, or
any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held as part of the Trust
Property.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TRUST SUPPLEMENT NO. 1995-A4
A-3
<PAGE> 50
DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS OF THE STATE
OF DELAWARE.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
SOUTHWEST AIRLINES 1995-A4
PASS THROUGH TRUST
By: WILMINGTON TRUST COMPANY, not
in its individual capacity but
solely as Trustee
By: ______________________________
Title: ______________________________
Dated: __________________________
TRUST SUPPLEMENT NO. 1995-A4
A-4
<PAGE> 51
[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Certificates referred
to in the within-mentioned Agreement.
WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as
Trustee
By: ___________________________________
Authorized Officer
TRUST SUPPLEMENT NO. 1995-A4
A-5
<PAGE> 52
EXHIBIT B
TRUST SUPPLEMENT NO. 1995-A4
Dated as of October 1, 1995
[DTC LETTER OF REPRESENTATIONS]
TRUST SUPPLEMENT NO. 1995-A4
B-1
<PAGE> 53
EXHIBIT C
TRUST SUPPLEMENT NO. 1995-A4
Dated as of October 1, 1995
Scheduled Payments
<TABLE>
Percentage of Original
Principal Payment Date Principal Amount
- ---------------------- ----------------------
<S> <C>
</TABLE>
TRUST SUPPLEMENT NO. 1995-A4
C-1
