TERMS AGREEMENT
Published on March 7, 1995
EXHIBIT 1.1
SOUTHWEST AIRLINES CO.
DEBT SECURITIES
TERMS AGREEMENT
Dated: February 28, 1995
To: Southwest Airlines Co.
2702 Love Field Drive
Dallas, Texas 75235
Dear Sirs:
We understand that Southwest Airlines Co., a Texas corporation (the
"Company"), proposes to issue and sell $100,000,000 aggregate principal amount
of debt securities. On behalf of the Underwriters named in Schedule I hereto
(the "Underwriters"), and subject to the terms and conditions set forth herein
or incorporated by reference herein, we hereby offer to purchase such
Securities.
The Securities to be purchased by the Underwriters, which are to be
issued under an Indenture dated as of June 20, 1991 between the Company and
NCNB Texas National Bank (now known as NationsBank of Texas, National
Association), as Trustee, shall have the following terms:
Title: 8% Notes Due 2005
Principal amount to be issued: $100,000,000
Date of maturity: March 1, 2005
Interest rate: 8% per annum
Interest payment dates: March 1 and September 1 of
each year, beginning
September 1, 1995, in
immediately available funds
Public offering price: 99.461%, plus accrued
interest from March 7, 1995
Purchase price: 98.811%, plus accrued
interest from March 7, 1995
(payable in same-day funds)
Redemption provisions: Not redeemable prior to
maturity
Defeasance: Yes
Delayed Delivery Contracts: None
Book-entry arrangements: Authorized
Underwriters' counsel: Vinson & Elkins L.L.P.,
Houston, Texas
Closing date and location: March 7, 1995, at the
offices of the Company, 2702
Love Field Drive, Dallas,
Texas
Current ratings: Moody's Investor Service --
Baal Standard & Poor's -- A-
All of the provisions contained in the document entitled "Southwest
Airlines Co. Debt Securities, Underwriting Agreement--Basic Provisions," dated
as of September 1, 1992, a copy of which is attached hereto as Annex A, are
herein incorporated by reference in their entirety, except to the extent
inconsistent herewith, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined. The Underwriters
severally agree, subject to the terms and provisions of this Terms Agreement,
including the terms and provisions incorporated by reference herein, to
purchase from the Company the respective principal amounts of Securities set
forth opposite their names in Schedule I hereto.
Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication addressed to
the Underwriters c/o Salomon Brothers Inc, Seven World Trade Center, New York,
New York 10048.
Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
SALOMON BROTHERS INC
LEHMAN BROTHERS INC.
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By: Salomon Brothers Inc
By: /s/ James J. Ryan
Title: Managing Director
Accepted:
SOUTHWEST AIRLINES CO.
By: /s/ Gary C. Kelly
Title: Vice President & Chief Financial Officer
SCHEDULE I