FORM T-1 STATEMENT OF ELIGIBILITY (BANK OF NEW YORK MELLON TRUST COMPANY)
Published on April 3, 2009
EXHIBIT 25.1
FORM T-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| 95-3571558 | ||
| (State of incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) |
|
| 700 South Flower Street Suite 500 Los Angeles, California |
90017 | |
| (Address of principal executive offices) | (Zip code) | |
Evelyn T. Furukawa
700 South Flower Street, Suite 500
Los Angeles, California 90017
213.630.6463
(Name, address and telephone number of agent for service)
Southwest Airlines Co.
(Exact name of obligor as specified in its charter)
| Texas | 74-1563240 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
|
| 2702 Love Field Drive Dallas, Texas |
75235 | |
| (Address of principal executive offices) | (Zip Code) | |
Debt Securities
(Title of the Indenture Securities)
| 1. | General information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name |
Address |
|||
| Comptroller of the Currency United States Department of the Treasury | Washington, D.C. 20219 | |||
| Federal Reserve Bank | San Francisco, California 94105 | |||
| Federal Deposit Insurance Corporation | Washington, D.C. 20429 | |||
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| 3-15. | Not applicable. |
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
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| 4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875). |
| 6. | The consent of the trustee required by Section 321(b) of the Act. |
| 7. | A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Houston, and State of Texas, on the 25th day of March, 2009.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
| By: | /s/ Mauri J. Cowen |
|
| Name: | Mauri J. Cowen | |
| Title: | Vice President | |
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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of Southwest Airlines Co., The Bank of New York Mellon Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||
| By: | /s/ Mauri J. Cowen |
|
| Mauri J. Cowen | ||
| Vice President | ||
Houston, Texas
March 25, 2009
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EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic subsidiaries of the
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Name of Bank
in the State of CALIFORNIA , at the close of business on December 31, 2008.
Statement of Resources and Liabilities
| Thousands of dollars | ||
| ASSETS |
||
| Cash and balances due from depository institutions: |
||
| Noninterest-bearing balances and currency and coins |
2,739 | |
| Interest-bearing balances |
0 | |
| Securities: | ||
| Held-to-maturity securities |
26 | |
| Available-for-sale securities |
430,112 | |
| Federal funds sold and securities purchased under agreements to resell: | ||
| Federal funds sold |
28,500 | |
| Securities purchased under agreements to resell |
50,000 | |
| Loans and lease financing receivables: | ||
| Loans and leases held for sale |
0 | |
| Loans and leases, net of unearned income |
0 | |
| LESS: Allowance for loan and lease losses |
0 | |
| Loans and leases, net of unearned income and allowance |
0 | |
| Trading Assets | 0 | |
| Premises and fixed assets (including capitalized leases) | 11,261 | |
| Other real estate owned | 0 | |
| Investments in unconsolidated subsidiaries and associated companies | 1 | |
| Intangible assets: | ||
| Goodwill |
876,153 | |
| Other intangible assets |
272,502 | |
| Other assets | 181,667 | |
| Total assets | 1,852,951 | |
CONTINUED ON NEXT PAGE
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| LIABILITIES | ||
| Deposits: |
||
| In domestic offices |
1,765 | |
| Noninterest-bearing |
1,765 | |
| Interest-bearing |
0 | |
| Federal funds purchased and securities sold under agreements to repurchase: |
||
| Federal funds purchased |
0 | |
| Securities sold under agreements to repurchase |
0 | |
| Trading liabilities |
0 | |
| Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
268,691 | |
| Subordinated notes and debentures |
0 | |
| Other liabilities |
166,958 | |
| Total liabilities |
437,414 | |
| Minority interest in consolidated subsidiaries |
0 | |
| EQUITY CAPITAL | ||
| Perpetual preferred stock and related surplus |
0 | |
| Common Stock |
1,000 | |
| Surplus (exclude all surplus related to preferred stock) |
1,121,520 | |
| Retained earnings |
290,517 | |
| Accumulated other comprehensive income |
2,500 | |
| Other equity capital components |
0 | |
| Total equity capital |
1,415,537 | |
| Total liabilities, minority interest, and equity capital |
1,852,951 | |
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