EX-4.2





 Exhibit 4.2 

THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 












 Southwest Airlines Co. 

1.250% Convertible Senior Note due 2025 
  

			
	No. CN-1    	  	Initially $500,000,000

 CUSIP No. 844741 BG2 

Southwest Airlines Co., a Texas corporation (the “Company,” which term includes any successor corporation or other entity
under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $500,000,000 (FIVE HUNDRED MILLION DOLLARS) or such other amount as shall be set
forth in the “Schedule of Exchanges of Notes” attached hereto, in accordance with the rules and procedures of the Depositary, on May 1, 2025, and interest thereon as set forth below. 

This Note shall bear interest at the rate of 1.250% per year from May 1, 2020, or from the most recent date to which interest has been
paid or provided for. Interest is payable semiannually in arrears on each May 1 and November 1, commencing on November 1, 2020, to Securityholders of record at the close of business on the preceding April 15 and October 15
(whether or not such day is a Business Day), respectively. Accrued interest on this Note shall be computed on the basis of a 360-day year composed of twelve 30-day
months. Additional Interest may be payable as set forth in Section 5.03 of the within-mentioned Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein shall be deemed to include Additional Interest if, in
such context, Additional Interest is, was or would be payable pursuant to such Section 5.03, and any express mention of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those
provisions thereof where such express mention is not made. 
 Any Defaulted Amounts shall accrue interest per annum at the rate borne by the
Notes. 
 The Company shall pay the principal of and interest on, and cash consideration due, if any, upon conversion of, this Note, if and
so long as such Note is a Global Security, by wire transfer in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Securityholder of such Note. As provided in and subject to the provisions of the
Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global Securities) at the office or agency designated by the Company for that purpose. The Company has initially designated the Trustee as its Paying Agent and
Security registrar in respect of the Notes and its Corporate Trust Office as a place where Notes may be presented for payment or for registration of transfer and exchange. 

Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the
Securityholder of this Note the right to convert this Note into, at the Company’s election, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations set forth
in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This
Note shall be construed in accordance with and governed by the laws of the State of Texas. 
 In the case of any conflict between this
Note and the Indenture, the provisions of the Indenture shall control and govern. 
 This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been signed manually by the Trustee or a duly authorized authenticating agent under the Indenture. 

[Remainder of page intentionally left blank] 

  
 2 













 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	SOUTHWEST AIRLINES CO.
		
	By:	 	  

		 	Tammy Romo
		 	Executive Vice President and
		 	Chief Financial Officer


 ATTEST: 
  

	
	  

	David Christopher Monroe
	Senior Vice President Finance and Treasurer

 Dated: May 1, 2020 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 Wells Fargo Bank,
National Association 
 as Trustee, certifies that this is one of the Notes described 

in the within-named Indenture. 
  

			
	By:	 	  

		 	Authorized Signatory


  
 Signature Page to
Global Note (CN-1) 













 Southwest Airlines Co. 

1.250% Convertible Senior Note due 2025 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 1.250% Convertible Senior Notes due 2025 (the
“Notes”), issued initially in the aggregate principal amount of $2,300,000,000 under and pursuant to an Indenture, dated as of September 17, 2004 (the “Base Indenture”), as amended and supplemented by the First
Supplemental Indenture, dated as of May 1, 2020 (herein called the “Supplemental Indenture”; the Base Indenture, as amended and supplemented by the Supplemental Indenture, and as it may be further amended or supplemented from
time to time, the “Indenture”), between the Company and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as Trustee (the “Trustee”), to
which the Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Securityholders.
Additional Notes may be issued in an unlimited aggregate principal amount, subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the
Indenture. In the event of any inconsistency between this Note and the Indenture, the terms of the Indenture shall govern. 
 In case
certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Securityholders of at least 25% in aggregate principal amount of Notes then outstanding, and upon
said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. 

Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change
Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may be, to the Securityholder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company
will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. 

The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Securityholders,
and in certain other circumstances, with the consent of the Securityholders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures
modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Securityholders of a majority in aggregate principal amount of the Notes at the time outstanding
may on behalf of the Securityholders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 

The Notes will initially be issued in the form of a Global Security. The Notes are issuable in registered form without coupons in minimum
denominations of $1,000 principal amount and $1,000 integral multiples in excess thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that
may be imposed in connection therewith as a result of the name of the Securityholder of the new Notes issued upon such exchange of Notes being different from the name of the Securityholder of the old Notes surrendered for such exchange. 

The Notes are not subject to redemption through the operation of any sinking fund or otherwise. 

Upon the occurrence of a Fundamental Change, the Company shall be required to offer to purchase for cash all of the Notes on the Fundamental
Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 
 Subject to the provisions of the Indenture, the
Securityholder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the
Maturity Date, to convert any Notes or portion thereof that are in minimum denominations of $1,000 principal amount or integral multiples of $1,000 in excess thereof, into cash, shares of Common Stock or a combination of cash and shares of Common
Stock, at the Company’s election, based on the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 












 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations: 
 TEN COM = as tenants in common 

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act 
 CUST =
Custodian 
 TEN ENT = as tenants by the entireties 
 JT TEN =
joint tenants with right of survivorship and not as tenants in common 
 Additional abbreviations may also be used though not in the above
list. 












 SCHEDULE A 

SCHEDULE OF EXCHANGES OF NOTES 

Southwest Airlines Co. 
 1.250%
Convertible Senior Notes due 2025 
 The initial principal amount of this Global Security is FIVE HUNDRED MILLION DOLLARS ($500,000,000).
The following increases or decreases in this Global Security have been made: 
  

									
	 Date of exchange
	 	 Amount of

decrease in
 principal amount of

this Global Security
	 	 Amount of increase

in principal amount
 of this
Global
 Security
	 	 Principal amount of

this Global Security
 following
such
 decrease or

increase
	 	 Signature of

authorized
 signatory of Trustee

or Custodian

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  

		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  














 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 
 To: Southwest
Airlines Co. 
 To: Wells Fargo Bank, National Association 

Corporate Trust – DAPS REORG 
 600 Fourth Street South, 7th
Floor 
 MAC N9300-070 

Minneapolis, MN 55415 
 Phone: 1-800-344-5128 
 Fax: 1-866-969-1290 
 Email: dapsreorg@wellsfargo.com 

The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that are in minimum
denominations of $1,000 principal amount or integral multiples of $1,000 in excess thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the
Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share, and any Notes representing any unconverted principal
amount hereof, be issued and delivered to the registered Securityholder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a person other
than the undersigned, the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 7.02(d) and Section 7.02(e) of the Supplemental Indenture. Any amount required to be paid to the
undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 
  

					
	
Dated:                  
                                         
                                         
         
	 		 	  

		 		 	  

		 		 	Signature(s)
	  
	 		 	
	Signature Guarantee	 	    	 	

 Signature(s) must be guaranteed 

by an eligible Guarantor Institution 
 (banks, stock brokers,
savings and 
 loan associations and credit unions) 
 with
membership in an approved 
 signature guarantee medallion program 

pursuant to Securities and Exchange 












 Commission Rule 17Ad-15 if shares 

of Common Stock are to be issued, or 
 Notes are to be delivered,
other than 
 to and in the name of the registered holder. 

Fill in for registration of shares if 
 to be issued, and Notes
if to 
 be delivered, other than to and in the 
 name of the
registered holder: 
  
  

	
	  

	(Name)
	  
  

	(Street Address)
	  
  

	(City, State and Zip Code)
	Please print name and address

  

	
	Principal amount to be converted (if less than all): $            ,000
	
	NOTICE: The above signature(s) of the Securityholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
	  
  

	Social Security or Other Taxpayer
	Identification Number














 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 
  

	To:	 Southwest Airlines Co. 



 

	To:	 Wells Fargo Bank, National Association 



Corporate Trust – DAPS REORG 

600 Fourth Street South, 7th Floor 

MAC N9300-070 

Minneapolis, MN 55415 
 Phone: 1-800-344-5128 
 Fax: 1-866-969-1290 
 Email:
dapsreorg@wellsfargo.com 
 The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Southwest Airlines
Co. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in
accordance with Section 8.01 of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that are in minimum denominations of $1,000 principal amount or integral multiples of $1,000 in
excess thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any,
thereon to, but excluding, such Fundamental Change Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 

In the case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 

Dated:
                                         
                
  

	
	  

	Signature(s)
	  
  

	 Social Security or Other Taxpayer

Identification Number

	
	Principal amount to be repurchased (if less than all): $            ,000
	
	NOTICE: The above signature(s) of the Securityholder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.














 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 
 For value
received
                                        
hereby sell(s), assign(s) and transfer(s) unto
                                        
(Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints
                                        
attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. 













	
	Dated:                                     
                                         
           
	  
  

	  
  

	Signature(s)
	  
  

	Signature Guarantee

 Signature(s) must be guaranteed by an 

eligible Guarantor Institution (banks, stock 
 brokers, savings
and loan associations and 
 credit unions) with membership in an approved 

signature guarantee medallion program pursuant 
 to Securities and
Exchange Commission 
 Rule 17Ad-15 if Notes are to be delivered, other 

than to and in the name of the registered holder. 
 NOTICE: The
signature on the assignment must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.