Contract
EXHIBIT 10.54
CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED CONFIDENTIAL INFORMATION APPEARS ON TWELVE (12) PAGES OF THIS EXHIBIT
PURCHASE AGREEMENT No. 2444 SUPPLEMENT NO. 12
THE BOEING COMPANY (Boeing) and AirTran Airways, Inc. (Customer) agree that this SUPPLEMENTAL AGREEMENT No. 12 (Supplemental Agreement) amends Purchase Agreement No. 2444 (the Agreement) and is entered into as of June 4, 2007. The terms used in this Supplemental Agreement have the same meaning as in the Agreement, unless otherwise defined.
R E C I T A L S:
Purchase Agreement No. 2444 (and its related Exhibits, Specifications, and Letter Agreements) relating to the purchase and sale of Model 737-700/800 aircraft was signed as of July 3, 2003 between Boeing and Customer (the Parties).
Customer has accepted the terms and conditions outlined in Boeing’s proposals set forth in Letter Agreement 6-1162-TRW-0678R1 and Letter Agreement 6-1162-TRW-0679R1, each dated as of May 15, 2007, which includes, among other things:
| (i) | the purchase by Customer from Boeing, and the manufacture and sale by Boeing to Customer, of fifteen (15) 737-7BD Aircraft delivering in July, August and September 2011 and February, April, May, June, July (2), August (2), September, October, November and December 2012 (the Block “C” Aircraft); and |
| (ii) | the rescheduling by Customer and Boeing of six (6) Block “B” Aircraft from August and November 2008 and February (2), April and June 2009 to January, March, April, May, June and August 2011 respectively (the Slide Aircraft). |
Boeing and Customer desire to memorialize such proposed and accepted terms and to further amend and supplement the Purchase Agreement as provided below.
NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties hereto agree as follows:
1. Purchase Agreement. All of the terms and provisions of the Purchase Agreement are hereby incorporated by reference into this Agreement to the same extent as if fully set forth herein; and each reference therein to “Aircraft” and “Firm Aircraft” shall be deemed to include each Block “A” Aircraft and Block “B” Aircraft described in Table 1A and Block “C” Aircraft described in Table 1B.
| P.A. No. 2444 | SA 12 | Page 1 |
2. Table of Contents. The Table of Contents dated November 2006 is replaced in its entirety with the revised Table of Contents dated June 2007 (Attachment A hereto) to reflect amendments made to the Agreement by this Supplemental Agreement No. 12.
3. Amendment – Delivery Reschedule and Block “C” Aircraft. The Purchase Agreement is amended and supplemented to reflect the rescheduling of six (6) Block “B” Aircraft delivery positions as represented in Table 1A and the addition of fifteen (15) Block “C” Aircraft as represented in Table 1B. Furthermore, the delivery months for four second quarter 2008 Quarterly Positions have now been identified (Attachment B and C hereto).
a. Payment.
| (i) | Advance payments will be based upon the APBP shown in Table 1A as revised for the Slide Aircraft, and Table 1B for the Block “C” Aircraft, and payment will be made in accordance with the deferred advance payment schedule set forth in the Special Matters Letter Agreements. Due at signing of the Supplemental Agreement, Customer owes Boeing Advance Payments for the Block “C” Aircraft in an amount equal to ***. |
| (ii) | Customer has made certain Advance Payments for the six (6) Slide Aircraft. Customer also has deferred certain Advance Payments per letter agreement 6-1162-WL-0189, Special Matters Block “B” Aircraft in respect to the Slide Aircraft. Upon signing the Supplemental Agreement, Boeing will return to Customer the paid Advance Payments on the six (6) Slide Aircraft in an amount equal to ***. Further, upon signing of the Supplemental Agreement, interest on the deferred Advance Payments for the Slide Aircraft shall cease to accrue and no interest shall accrue on the interest that has accrued on such deferred Advance Payments, which as of the date of this Supplemental Agreement is an amount equal to ***. |
| (iii) | Upon signing this Supplemental Agreement, and taking into account the provisions set forth in paragraph (i) and (ii) above, Boeing shall return to Customer an amount equal to ***. |
4. Exhibit A – Block “B” and Block “C”. The cover page to Exhibit A – Block “B” has been updated to confirm applicability to the Block “C” Aircraft, (Attachment D hereto).
5. Supplemental Exhibit BFE1. Supplemental Exhibit BFE1 is updated to provide ondock dates for all firm contracted Aircraft, (Attachment E hereto).
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 1 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 | SA 12 | Page 2 |
6. Letter Agreement 2444-01. Table 1 (Block “C”) to Letter Agreement 2444-01 is added to the agreement to pricing matters for the Block “C” Aircraft (Attachment F hereto).
3. 737-700 Option-Related Matters. Letter Agreement No. 6-1162-JWL-107(R2), 737-700 Option-Related Matters, is revised to extend paragraph 3, ***, to include 737-7BD Block “C” Aircraft, the 737-8BD Block “C” Substitute Aircraft, and for up to six (6) 737-8BD Substitute Aircraft scheduled to deliver in 2009. The revised Letter Agreement is 6-1162-JWL-0107(R3), is added to the agreement, (Attachment G hereto).
4. 737-700 Aircraft Slide. Letter Agreement No. 6-1162-TRW-0684, 737-700 Aircraft Slide Agreement, is added to the Agreement to reflect other business considerations applicable to the Slide Aircraft (Attachment H hereto).
5. Escalation. Letter Agreement No. 6-1162-TRW-0685, Escalation – Block “C” Aircraft, is added to the Agreement (Attachment I hereto).
6. Special Matters Block “C” Aircraft. Letter Agreement No. 6-1162-TRW-0686, Special Matters Block “C” Aircraft, to detail business considerations for the Block “C” Aircraft and certain 2009 737-8BD Substitute Aircraft is added to the Agreement (Attachment J hereto).
7. Effect on Purchase Agreement. Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.
IN WITNESS WHEREOF, Boeing and Customer have each caused this Agreement to be duly executed as of the day and year first above written.
| AIRTRAN AIRWAYS, INC. | THE BOEING COMPANY | |||||||
| By | By | |||||||
| Its | Its Attorney-In-Fact | |||||||
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 2 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 | SA 12 | Page 3 |
Attachment A
TABLE OF CONTENTS
| SA NUMBER | ||||
| ARTICLES |
||||
| 1. | Quantity, Model and Description | |||
| 2. | Delivery Schedule | |||
| 3. | Price | |||
| 4. | Payment | |||
| 5. | Miscellaneous | |||
| TABLE |
||||
| 1.A | Aircraft Information Table (Block A & B) |
SA 12 | ||
| 1.B | Aircraft Information Table (Block C) |
SA-12 | ||
| EXHIBIT |
||||
| A. | Aircraft Configuration |
SA 10 | ||
| -Block “A” Aircraft |
||||
| -Block “B” Aircraft & Block “C” Aircraft |
SA-12 | |||
| B. | Aircraft Delivery Requirements and Responsibilities |
|||
| SUPPLEMENTAL EXHIBITS | ||||
| AE1. | Escalation Adjustment/Airframe and Optional Features |
SA 10 | ||
| -Block “A” Aircraft |
||||
| -Block “B” Aircraft |
||||
| BFE1. | BFE Variables |
SA 12 | ||
| CS1. | Customer Support Variables |
|||
| EE1. | Engine Escalation/Engine Warranty and Patent Indemnity |
|||
| SLP1. | Service Life Policy Components |
|||
| P.A. No. 2444 | i | SA 12 |
| SA NUMBER | ||||
| LETTER AGREEMENTS |
||||
| 2444-01 |
Aircraft Model Substitution | |||
| - Page 2 | SA 10 | |||
| - Attachment A1 | SA 10 | |||
| - Table 1 (Block “A” & “B”) | SA 10 | |||
| - Table 1 (Block “C”) | SA-12 | |||
| 2444-02 |
Customer Software | |||
| 2444-03 |
Demonstration Flight Wavier | |||
| 2444-04 |
Open Configuration Matters | |||
| 2444-05 |
Schedule Reliability | |||
| P.A. No. 2444 | ii | SA 12 |
| SA NUMBER | ||||
| RESTRICTED LETTER AGREEMENTS |
||||
| 6-1162-SSM-2321 |
—deleted— | SA 7 | ||
| 6-1162-SSM-2322 (R1) |
Performance Guarantees | SA 2 | ||
| 6-1162-SSM-2323 |
Promotional Support | |||
| 6-1162-SSM-2324 |
Special Matters – Block “A” Aircraft | |||
| -Page1 |
SA 10 | |||
| -Page5 |
SA 10 | |||
| 6-1162-SSM-2325 737-700 |
Tailored Weight Program | |||
| 6-1162-SSM-2326(R1) |
Purchase Right Aircraft | SA 10 | ||
| 6-1162-SSM-2327 |
Performance Retention Commitment | SA 2 | ||
| 6-1162-SSM-2406 |
Remedy for Deviation from Fuel Burn | |||
| Guarantee | ||||
| 6-1162-SSM-2421 |
—deleted— | SA 1 | ||
| 6-1162-SSM-2426(R2) |
Option Aircraft | SA 10 | ||
| 6-1162-SSM-2429 |
Miscellaneous Special Matters | |||
| 6-1162-SSM-2431 |
Training and Technical Publications | |||
| 6-1162-SSM-2432 |
Escalation – Block “A” Aircraft | |||
| -Page1 |
SA 11 | |||
| -Page2 |
SA 10 | |||
| 6-1162-SSM-2433 |
Termination | |||
| 6-1162-SSM-2435 |
Special Considerations | |||
| 6-1162-SSM-2436 |
Additional Matters | |||
| 6-1162-JWL-0107(R3) |
Option-Related Matters | SA 12 | ||
| 6-1162-JWL-0189 |
Special Matters – Block “B” Aircraft | SA 10 | ||
| 6-1162-JWL-0190 |
Escalation – Block “B” Aircraft | SA 10 | ||
| 6-1162-JWL-0224 737-700 |
Aircraft Slide Agreement | |||
| 6-1162-JWL-0239 |
Consideration for Aircraft Acceleration | SA 11 | ||
| 6-1162-TRW-0684 737-700 |
Aircraft Slide Agreement | SA-12 | ||
| 6-1162-TRW-0685 |
Escalation – Block “C” Aircraft | SA-12 | ||
| 6-1162-TRW-0686 |
Special Matters (Block “C” Aircraft) | SA-12 | ||
| P.A. No. 2444 | iii | SA 12 |
| SUPPLEMENTAL AGREEMENTS | ||
| SA No. 1 |
July 31, 2003 | |
| SA No. 2 |
November 18, 2003 | |
| SA No. 3 |
July 27, 2004 | |
| SA No. 4 |
January 11, 2005 | |
| SA No. 5 |
April 8, 2005 | |
| SA No. 6 |
July 22, 2005 | |
| SA Xx. 0 |
Xxxxxx 00, 0000 | |
| XX Xx. 0 |
November 7, 2005 | |
| SA No. 9 |
January 31, 2006 | |
| SA No. 10 |
April 28, 2006 | |
| SA No. 11 |
November 30, 2006 | |
| SA No. 12 |
June 1, 2007 | |
| P.A. No. 2444 | iv | SA 12 |
Attachment B
Table 1A to Boeing
Purchase Agreement No. 2444
Model 737-7BD Aircraft
Delivery, Description, Price and Advance Payments
***
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 3 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
Attachment C
Table 1B to
Boeing Purchase Agreement No. 2444 Model 737-7BD
Aircraft Delivery, Description, Price and Advance Payments
***
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 4 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
Exhibit A to
Purchase Agreement Xx. 0000
XXXXX “X” XXXXXXXX
XXX
XXXXX “C” AIRCRAFT
AIRCRAFT CONFIGURATION
Dated January 6, 2006
relating to
BOEING MODEL 737-7BD AIRCRAFT
The Detail Specification is Boeing Detail Specification D019A001CQT37P-1, Revision D, dated as of January 6, 2006. Such Detail Specification is be comprised of Boeing Configuration Specification D019A001, as amended to incorporate the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.
| P.A. No. 2444 | A-ii | SA 12 |
Attachment E
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
AIRTRAN AIRWAYS, INC.
Supplemental Exhibit BFE1 to Purchase Agreement Number 2444
| P.A. No. 2444 | BFE 1 | SA 12 |
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737-700 AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.
| 1. | Supplier Selection. |
Customer will:
1.1 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
| Galley System |
Complete | |
| Galley Inserts |
Complete | |
| Seats (passenger) |
Complete | |
| Overhead & Audio System |
Complete | |
| Miscellaneous Emergency Equipment |
Complete | |
| 2. | On-dock Dates |
On or before November 2003 , Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth below:
| Item |
Preliminary On-Dock Dates | |||
| May 2007 Aircraft |
June 2007 (2) Aircraft | |||
| Seats |
3/22/2007 | 4/20/20 | ||
| Galleys/Furnishings |
3/16/2007 | 4/14/20 | ||
| Antennas and Mounting Equipment |
1/22/07 | 2/20/20 | ||
| Avionics Equipment |
3/16/2007 | 4/14/07 | ||
| Cabin Systems Equipment |
3/16/2007 | 4/14/07 | ||
| Miscellaneous/ Emergency Equipment |
3/16/2007 | 4/14/07 | ||
| Textiles/Raw Material 12/1/20 1/10/07 |
||||
| P.A. No. 2444 | BFE1-2 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| July 2007 (2) Aircraft |
February 2008 (2) Aircraft | |||
| Seats |
5/19/2007 | 12/14/07 | ||
| Galleys/Furnishings |
5/13/2007 | 12/8/07 | ||
| Antennas and Mounting Equipment |
3/19/2007 | 11/14/07 | ||
| Avionics Equipment |
5/13/2007 | 12/8/07 | ||
| Cabin Systems Equipment |
5/13/2007 | 12/8/07 | ||
| Miscellaneous/ Emergency Equipment |
5/13/2007 | 12/8/07 | ||
| Textiles/Raw Material |
2/11/2007 | 8/31/07 | ||
| Item |
Preliminary On-Dock Dates | |||
| March 2008 Aircraft |
April 2008 (3) Aircraft | |||
| Seats |
1/20/2008 | 2/17/2008 | ||
| Galleys/Furnishings |
1/14/2008 | 2/11/2008 | ||
| Antennas and Mounting Equipment |
11/20/2007 | 12/17/2007 | ||
| Avionics Equipment |
1/14/2008 | 2/11/2008 | ||
| Cabin Systems Equipment |
1/14/2008 | 2/11/2008 | ||
| Miscellaneous/ Emergency Equipment |
1/14/2008 | 2/11/2008 | ||
| Textiles/Raw Material |
9/29/2007 | 10/27/2007 | ||
| P.A. No. 2444 | BFE1-3 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| June 2008 (2) Aircraft |
August 2008 (2) Aircraft | |||
| Seats |
4/22/2008 | 6/20/2008 | ||
| Galleys/Furnishings |
4/15/2008 | 6/13/2008 | ||
| Antennas and Mounting Equipment |
2/22/2008 | 4/21/2008 | ||
| Avionics Equipment |
4/15/2008 | 6/13/2008 | ||
| Cabin Systems Equipment |
4/15/2008 | 6/13/2008 | ||
| Miscellaneous/ Emergency Equipment |
4/15/2008 | 6/13/2008 | ||
| Textiles/Raw Material |
1/20/2008 | 3/10/2008 | ||
| Item |
Preliminary On-Dock Dates | |||
| November 2008 (3) Aircraft |
February 2009 Aircraft | |||
| Seats |
9/22/2008 | 12/15/2008 | ||
| Galleys/Furnishings |
9/15/2008 | 12/8/2008 | ||
| Antennas and Mounting Equipment |
7/22/2008 | 10/15/2008 | ||
| Avionics Equipment |
9/15/2008 | 12/8/2008 | ||
| Cabin Systems Equipment |
9/15/2008 | 12/8/2008 | ||
| Miscellaneous/ Emergency Equipment |
9/15/2008 | 12/8/2008 | ||
| Textiles/Raw Material |
6/9/2008 | 8/29/2008 | ||
| P.A. No. 2444 | BFE1-4 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| April 2009 Aircraft |
May 2009 Aircraft | |||
| Seats |
2/19/2009 | 3/23/2009 | ||
| Galleys/Furnishings |
2/12/2009 | 3/16/2009 | ||
| Antennas and Mounting Equipment |
12/19/2008 | 1/23/2009 | ||
| Avionics Equipment |
2/12/2009 | 3/16/2009 | ||
| Cabin Systems Equipment |
2/12/2009 | 3/16/2009 | ||
| Miscellaneous/ Emergency Equipment |
2/12/2009 | 3/16/2009 | ||
| Textiles/Raw Material |
10/28/2008 | 9/30/2008 | ||
| Item |
Preliminary On-Dock Dates | |||
| June 2009 Aircraft |
July 2009 (2) Aircraft | |||
| Seats |
4/22/2009 | 5/20/2009 | ||
| Galleys/Furnishings |
4/15/2009 | 5/13/2009 | ||
| Antennas and Mounting Equipment |
2/23/2009 | 3/20/2009 | ||
| Avionics Equipment |
4/15/2009 | 5/13/2009 | ||
| Cabin Systems Equipment |
4/15/2009 | 5/13/2009 | ||
| Miscellaneous/ Emergency Equipment |
4/15/2009 | 5/13/2009 | ||
| Textiles/Raw Material |
1/9/2009 | 2/6/2009 | ||
| Item |
Preliminary On-Dock Dates | |||
| August 2009 (2) Aircraft |
September 2009 Aircraft | |||
| Seats |
6/22/2009 | 7/23/2009 | ||
| Galleys/Furnishings |
6/15/2009 | 7/16/2009 | ||
| Antennas and Mounting Equipment |
4/22/2009 | 5/22/2009 | ||
| Avionics Equipment |
6/15/2009 | 7/16/2009 | ||
| Cabin Systems Equipment |
6/15/2009 | 7/16/2009 | ||
| Miscellaneous/ Emergency Equipment |
6/15/2009 | 7/16/2009 | ||
| Textiles/Raw Material |
3/10/2009 | 4/9/2009 | ||
| P.A. No. 2444 | BFE1-5 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| October 2009 Aircraft |
November 2009 (2) Aircraft | |||
| Seats | 8/21/2009 | 9/22/2009 | ||
| Galleys/Furnishings | 8/14/2009 | 9/15/2009 | ||
| Antennas and Mounting Equipment | 6/22/2009 | 7/22/2009 | ||
| Avionics Equipment | 8/14/2009 | 9/15/2009 | ||
| Cabin Systems Equipment | 8/14/2009 | 9/15/2009 | ||
| Miscellaneous/ Emergency Equipment | 8/14/2009 | 9/15/2009 | ||
| Textiles/Raw Material | 5/8/2009 | 6/9/2009 | ||
| Item |
Preliminary On-Dock Dates | |||
| December 2009 (2) Aircraft |
January 2010 Aircraft | |||
| Seats | 10/22/2009 | 11/18/2009 | ||
| Galleys/Furnishings | 10/15/2009 | 11/11/2009 | ||
| Antennas and Mounting Equipment | 8/21/2009 | 9/18/2009 | ||
| Avionics Equipment | 10/15/2009 | 11/11/2009 | ||
| Cabin Systems Equipment | 10/15/2009 | 11/11/2009 | ||
| Miscellaneous/ Emergency Equipment | 10/15/2009 | 11/11/2009 | ||
| Textiles/Raw Material | 7/10/2009 | 8/6/2009 | ||
| P.A. No. 2444 | BFE1-6 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| February 2010 (2) Aircraft |
March 2010 Aircraft | |||
| Seats | 12/15/2009 | 1/21/2010 | ||
| Galleys/Furnishings | 12/8/2009 | 1/14/2010 | ||
| Antennas and Mounting Equipment | 10/15/2009 | 11/20/009 | ||
| Avionics Equipment | 12/8/2009 | 1/14/2010 | ||
| Cabin Systems Equipment | 12/8/2009 | 1/14/2010 | ||
| Miscellaneous/ Emergency Equipment | 12/8/2009 | 1/14/2010 | ||
| Textiles/Raw Material | 8/31/2009 | 9/29/2009 | ||
| Item |
Preliminary On-Dock Dates | |||
| April 2010 (2) Aircraft |
May 2010 Aircraft | |||
| Seats | 2/18/2010 | 3/23/2010 | ||
| Galleys/Furnishings | 2/11/2010 | 3/16/2010 | ||
| Antennas and Mounting Equipment | 12/18/2009 | 1/22/2010 | ||
| Avionics Equipment | 2/11/2010 | 3/16/2010 | ||
| Cabin Systems Equipment | 2/11/2010 | 3/16/2010 | ||
| Miscellaneous/ Emergency Equipment | 2/11/2010 | 3/16/2010 | ||
| Textiles/Raw Material | 10/27/2009 | 12/1/2009 | ||
| Item |
Preliminary On-Dock Dates | |||
| June 2010 (2) Aircraft |
July 2010 Aircraft | |||
| Seats | 4/22/2010 | 5/20/2010 | ||
| Galleys/Furnishings | 4/15/2010 | 5/13/2010 | ||
| Antennas and Mounting Equipment | 2/22/2010 | 3/19/2010 | ||
| Avionics Equipment | 4/15/2010 | 5/13/2010 | ||
| Cabin Systems Equipment | 4/15/2010 | 5/13/2010 | ||
| Miscellaneous/ Emergency Equipment | 4/15/2010 | 5/13/2010 | ||
| Textiles/Raw Material | 1/11/2010 | 2/8/2010 | ||
| P.A. No. 2444 | BFE1-7 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| August 2010 Aircraft |
October 2010 Aircraft | |||
| Seats | 6/22/2010 | 8/23/2010 | ||
| Galleys/Furnishings | 6/15/2010 | 8/16/2010 | ||
| Antennas and Mounting Equipment | 4/22/2010 | 6/23/2010 | ||
| Avionics Equipment | 6/15/2010 | 8/16/2010 | ||
| Cabin Systems Equipment | 6/15/2010 | 8/16/2010 | ||
| Miscellaneous/ Emergency Equipment | 6/15/2010 | 8/16/2010 | ||
| Textiles/Raw Material | 3/10/2010 | 5/10/2010 | ||
| Item |
Preliminary On-Dock Dates | |||
| November 2010 Aircraft |
December 2010 Aircraft | |||
| Seats | 9/22/2010 | 10/21/2010 | ||
| Galleys/Furnishings | 9/15/2010 | 10/14/2010 | ||
| Antennas and Mounting Equipment | 7/22/2010 | 8/13/2010 | ||
| Avionics Equipment | 9/15/2010 | 10/14/2010 | ||
| Cabin Systems Equipment | 9/15/2010 | 10/14/2010 | ||
| Miscellaneous/ Emergency Equipment | 9/15/2010 | 10/14/2010 | ||
| Textiles/Raw Material | 6/9/2010 | 7/9/2010 | ||
| P.A. No. 2444 | BFE1-8 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| January 2011 (2) Aircraft |
March 2011 Aircraft | |||
| Seats | 11/18/2011 | 1/21/2011 | ||
| Galleys/Furnishings | 1/11/2011 | 1/14/2011 | ||
| Antennas and Mounting Equipment | 9/18/2011 | 11/22/2010 | ||
| Avionics Equipment | 1/11/2011 | 1/14/2011 | ||
| Cabin Systems Equipment | 1/11/2011 | 1/14/2011 | ||
| Miscellaneous/ Emergency Equipment | 1/11/2011 | 1/14/2011 | ||
| Textiles/Raw Material | 8/8/2011 | 9/29/2010 | ||
| Item |
Preliminary On-Dock Dates | |||
| April 2011 Aircraft |
May 2011 Aircraft | |||
| Seats | 2/18/2011 | 3/23/2011 | ||
| Galleys/Furnishings | 2/11/2011 | 3/16/2011 | ||
| Antennas and Mounting Equipment | 12/21/2010 | 1/24/2011 | ||
| Avionics Equipment | 2/11/2011 | 3/16/2011 | ||
| Cabin Systems Equipment | 2/11/2011 | 3/16/2011 | ||
| Miscellaneous/ Emergency Equipment | 2/11/2011 | 3/16/2011 | ||
| Textiles/Raw Material | 10/28/2010 | 12/1/2010 | ||
| P.A. No. 2444 | BFE1-9 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| June 2011 Aircraft |
July 2011 Aircraft | |||
| Seats | 4/21/2011 | 5/20/2011 | ||
| Galleys/Furnishings | 4/14/2011 | 5/13/2011 | ||
| Antennas and Mounting Equipment | 2/21/2011 | 3/21/2011 | ||
| Avionics Equipment | 4/14/2011 | 5/13/2011 | ||
| Cabin Systems Equipment | 4/14/2011 | 5/13/2011 | ||
| Miscellaneous/ Emergency Equipment | 4/14/2011 | 5/13/2011 | ||
| Textiles/Raw Material | 1/10/2011 | 2/8/2011 | ||
| Item |
Preliminary On-Dock Dates | |||
| August 2011 (2) Aircraft |
September 2011 Aircraft | |||
| Seats | 6/22/2011 | 7/21/2011 | ||
| Galleys/Furnishings | 6/15/2011 | 7/14/2011 | ||
| Antennas and Mounting Equipment | 4/22/2011 | 5/20/2011 | ||
| Avionics Equipment | 6/15/2011 | 7/14/2011 | ||
| Cabin Systems Equipment | 6/15/2011 | 7/14/2011 | ||
| Miscellaneous/ Emergency Equipment | 6/15/2011 | 7/14/2011 | ||
| Textiles/Raw Material | 3/10/2011 | 4/7/2011 | ||
| Item |
Preliminary On-Dock Dates | |||
| February 2012 Aircraft |
April 2012 Aircraft | |||
| Seats | 12/14/2011 | 2/21/2012 | ||
| Galleys/Furnishings | 12/7/2011 | 2/14/2012 | ||
| Antennas and Mounting Equipment | 10/14/2011 | 12/21/2011 | ||
| Avionics Equipment | 12/7/2011 | 2/14/2012 | ||
| Cabin Systems Equipment | 12/7/2011 | 2/14/2012 | ||
| Miscellaneous/ Emergency Equipment | 12/7/2011 | 2/14/2012 | ||
| Textiles/Raw Material | 8/30/2011 | 10/28/2011 | ||
| P.A. No. 2444 | BFE1-10 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| May 2012 Aircraft |
June 2012 Aircraft | |||
| Seats | 3/22/1012 | 4/20/2012 | ||
| Galleys/Furnishings | 3/13/2012 | 4/13/2012 | ||
| Antennas and Mounting Equipment | 1/23/2012 | 2/20/2012 | ||
| Avionics Equipment | 3/13/2012 | 4/13/2012 | ||
| Cabin Systems Equipment | 3/13/2012 | 4/13/2012 | ||
| Miscellaneous/ Emergency Equipment | 3/13/2012 | 4/13/2012 | ||
| Textiles/Raw Material | 12/1/2011 | 1/10/2012 | ||
| Item |
Preliminary On-Dock Dates | |||
| July 2012 (2) Aircraft |
August 2012 (2) Aircraft | |||
| Seats | 5/22/2012 | 6/21/2012 | ||
| Galleys/Furnishings | 5/15/2012 | 6/14/2011 | ||
| Antennas and Mounting Equipment | 3/22/2012 | 4/20/2012 | ||
| Avionics Equipment | 5/15/2012 | 6/14/2011 | ||
| Cabin Systems Equipment | 5/15/2012 | 6/14/2011 | ||
| Miscellaneous/ Emergency Equipment | 5/15/2012 | 6/14/2011 | ||
| Textiles/Raw Material | 2/9/2012 | 5/9/2012 | ||
| P.A. No. 2444 | BFE1-11 | SA 12 |
| Item |
Preliminary On-Dock Dates | |||
| September 2012 Aircraft |
October 2012 Aircraft | |||
| Seats | 7/23/2012 | 8/23/2012 | ||
| Galleys/Furnishings | 7/16/2012 | 8/16/2012 | ||
| Antennas and Mounting Equipment | 5/23/2012 | 6/22/2012 | ||
| Avionics Equipment | 7/16/2012 | 8/16/2012 | ||
| Cabin Systems Equipment | 7/16/2012 | 8/16/2012 | ||
| Miscellaneous/ Emergency Equipment | 7/16/2012 | 8/16/2012 | ||
| Textiles/Raw Material | 4/9/2012 | 5/10/2012 | ||
| Item |
Preliminary On-Dock Dates | |||
| November 2012 Aircraft |
December 2012 Aircraft | |||
| Seats | 9/20/2012 | 10/23/2012 | ||
| Galleys/Furnishings | 9/13/2012 | 10/16/2012 | ||
| Antennas and Mounting Equipment | 7/20/2012 | 8/23/2012 | ||
| Avionics Equipment | 9/13/2012 | 10/16/2012 | ||
| Cabin Systems Equipment | 9/13/2012 | 10/16/2012 | ||
| Miscellaneous/ Emergency Equipment | 9/13/2012 | 10/16/2012 | ||
| Textiles/Raw Material | 6/7/2012 | 7/11/2012 | ||
| P.A. No. 2444 | BFE1-12 | SA 12 |
Attachment F
Table 1 (Block C) to
Letter Agreement 2444-01 Model 737-8BD
Substitution Aircraft Delivery, Description, Price and Advance Payments
***
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 5 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
Attachment G
6-1162-JWL-0107(R3)
AirTran Airways, Inc.
0000 XxxXxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
| Subject: | 737-700 Option-Related Matters | |
| Reference: | A) Purchase Agreement No. 2444 (the Purchase Agreement) between The Boeing Company (Boeing) and AirTran Airways, Inc. (Customer) relating to Model 737-7BD aircraft (the Aircraft) | |
| B) Letter Agreement No. 6-1162-SSM-2426(R2), Option Aircraft | ||
| C) Letter Agreement No. 6-1162-SSM-2326(R1), Purchase Right Aircraft | ||
| D) Letter Agreement No. 2444-01, Aircraft Model Substitution | ||
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
In consideration of Customer’s purchase of the firm Aircraft, Boeing hereby offers the following accommodations:
***
| 6. | Confidential Treatment. |
Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as required (i) by applicable law or governmental regulation; (ii) for disclosures to Customer’s employees and professional consultants and advisors; and (iii) for financing the Aircraft in accordance with the provisions of Article 9 of the AGTA-CQT.
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 6 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 Option-Related Matters |
BOEING PROPRIETARY | SA 12 |
AirTran Airways, Inc.
6-1162-JWL-0107(R3)
Page 2
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By | ||
| Its Attorney-In-Fact | ||
| ACCEPTED AND AGREED TO this | ||
| Date: June 4, 2007 | ||
| AIRTRAN AIRWAYS, INC. | ||
| By | ||
| Its | ||
| P.A. No. 2444 Option-Related Matters |
BOEING PROPRIETARY | SA 12 |
Attachment H
6-1162-TRW-0684
AirTran Airways, Inc.
0000 XxxXxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
| Subject: |
737-700 Aircraft Slide Agreement | |
| Reference: |
A) Purchase Agreement No. 2444 (the Purchase Agreement) between The Boeing Company (Boeing) and AirTran Airways, Inc. (Customer), dated July 3, 2003, as amended by Supplemental Agreement No. 12 relating to Model 737-7BD aircraft (the Aircraft) | |
| B) Letter Agreement No. 6-1162-JWL-0189, Special Matters – Block “B” Aircraft | ||
| C) Letter Agreement No. 6-1162-JWL-0190, Escalation – Block “B” Aircraft | ||
| D) Letter Agreement No. 6-1162-TRW-0685, Escalation – Block “C” Aircraft | ||
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
Customer has requested to move six (6) Aircraft (Moved Aircraft) currently scheduled for delivery in 2008 and 2009 as indicated in the Table A below:
Table A Requested delivery Scheduled Changes
| Serial No. |
Current delivery Month |
Requested Delivery Month |
||||||
| 1 | 35723 | Third Quarter 2008 | January 2011 | |||||
| 2 | 36726 | Fourth Quarter 2008 | March 2011 | |||||
| 3 | 33936 | First Quarter 2009 | April 2011 | |||||
| 4 | 33937 | First Quarter 2009 | May 2011 | |||||
| 5 | 35963 | April 2009 | June 2011 | |||||
| 6 | 35965 | June 2009 | August 2011 |
In consideration of Customer’s request, Boeing and Customer hereby agree to reschedule Customer’s delivery stream in order to accommodate the requested delivery positions shown in Table A above, on the terms and conditions described herein.
| P.A. No. 0000 000-000 Aircraft Slide Agreement |
BOEING PROPRIETARY | SA 12 |
AirTran Airways, Inc.
No. 6-1162-TRW-0684
Page 2
| 1. | Revised Delivery Schedule. |
The revised delivery months for the Moved Aircraft are revised as specified in the new Table 1 to the Purchase Agreement, including a revised Advance Payment Base Price (APBP) for each Moved Aircraft.
| 2. | Business Deal. |
Notwithstanding the revised delivery schedule set forth in Table 1, and with the exception outlined in Article 3 below, all terms and conditions applicable to each Moved Aircraft under the Purchase Agreement shall remain unchanged, but shall be adjusted appropriately to reflect the revised delivery schedule.
***
| 4. | Interest on Deferred Advance Payments. |
4.1 As of May 30, 2007, under the current delivery schedule, approximately *** in interest has accrued against deferred advance payments.
4.2 The amount of interest in paragraph 5.1 above will be adjusted in accordance with the deferred advance payment schedule set forth in paragraph 4 of reference B, based upon the revised delivery schedule.
For avoidance of doubt, the deferred interest will be “frozen” at the amount shown in paragraph 5.1 above until such time the revised schedule for each Slide Aircraft falls within the standard advance payment schedule, at which time the deferred interest will once again accrue.
| 5. | Confidential Treatment. |
Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as required (i) by applicable law or governmental regulation; (ii) for disclosures to Customer’s employees and professional consultants and advisors; and (iii) for financing the Aircraft in accordance with the provisions of Article 9 of the AGTA-CQT.
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 7 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 0000 000-000 Aircraft Slide Agreement |
BOEING PROPRIETARY | SA 12 |
AirTran Airways, Inc.
No. 6-1162-TRW-0684
Page 3
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By | ||
| Its Attorney-In-Fact | ||
| ACCEPTED AND AGREED TO this | ||
| Date: June 4, 2007 | ||
| AIRTRAN AIRWAYS, INC. | ||
| By | ||
| Its | ||
| P.A. No. 0000 000-000 Aircraft Slide Agreement |
BOEING PROPRIETARY | SA 12 |
Attachment I
6-1162-TRW-0685
AirTran Airways, Inc.
0000 XxxXxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
| Subject: | Escalation - Block “C” Aircraft, Block “C” Substitute Aircraft, and Block “B” Slide Aircraft | |
| Reference: | a) Purchase Agreement No. 2444 (the Purchase Agreement) between The Boeing Company (Boeing) and AirTran Airways, Inc. (Customer) relating to Model 737-7BD aircraft (the Aircraft) | |
| b) Letter Agreement 6-1162-TRW-0684, Aircraft Slide Agreement, concerning six (6) 737-7BD Block “B” Aircraft (the Slide Aircraft) | ||
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
***
| 4. | Assignment. |
Notwithstanding the provision of Article 9 of the AGTA, this Letter Agreement may not be assigned in whole or in part by the Customer.
[Remainder of page intentionally left blank]
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 8 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 Escalation Block “C” Aircraft |
BOEING PROPRIETARY | SA 12 |
AirTran Airways, Inc.
6-1162-TRW-0685
Page 2
| 5. | Confidential Treatment. |
Customer understands that certain commercial and financial information contained in this Letter Agreement and attachment(s) hereto is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity.
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By | ||
| Its Attorney-In-Fact | ||
| ACCEPTED AND AGREED TO this | ||
| Date: June 4, 2007 | ||
| AIRTRAN AIRWAYS, INC. | ||
| By | ||
| Its | ||
***
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 9 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 Escalation Block “C” Aircraft |
BOEING PROPRIETARY | SA 12 |
Attachment J
6-1162-TRW-0686
AirTran Airways, Inc.
0000 XxxXxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
| Subject: | Special Matters – Block “C” Aircraft | |
| Reference: | a) Purchase Agreement No. 2444 (the Purchase Agreement) between The Boeing Company (Boeing) and AirTran Airways, Inc. (Customer) relating to Model 737-7BD aircraft (Aircraft) | |
| b) Letter Agreement 2444-01, Aircraft Model Substitution, dated July 3, 2003 between Customer and Boeing | ||
| c) Letter Agreement 6-1162-SSM-2325, “737-700 Tailored Weight Program”, dated July 3, 2003 between Customer and Boeing | ||
| d) Letter Agreement 6-1162-JWL-0107(R3), 737-700 Option-Related Matters, dated April 28, 2006 between Customer and Boeing | ||
This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. Unless otherwise stated, all dollar amounts set forth in this Business Offer are expressed in July 2006 U.S. Dollars.
***
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 10 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 Special Matters Block C |
BOEING PROPRIETARY | SA 12 |
AirTran Airways, Inc.
6-1162-TRW-0686
Page 2
| 6. | Deferred Advance Payment Schedule. |
6.1 Notwithstanding the advance payment schedule referred to in Article 4.2 of the Purchase Agreement and set forth in Table 1 to the Purchase Agreement, Customer may pay advance payments on the Aircraft according to the following payment schedule:
Deferred Advance Payment Schedule Table
| Due Date of Payment | Amount Due per Aircraft | |
| (Percentage times Advance Payment Base Price) | ||
| At Signing of Definitive Agreement | *** | |
| 24 months prior to the first day of the scheduled delivery month of the Aircraft | *** | |
| 21 months prior to the first day of the scheduled delivery month of the Aircraft | *** | |
| 18 months prior to the first day of the scheduled delivery month of the Aircraft | *** | |
| 12 months prior to the first day of the scheduled delivery month of the Aircraft | *** | |
| Total | *** | |
6.2 For each Aircraft Customer may elect to make advance payments in accordance with this Letter Agreement. Once an advance payment on a particular Aircraft (other than the *** payment due upon signing of the definitive agreement) has been made as provided in the payment schedule set forth above, it will be assumed that all further advance payments on such Aircraft will also be paid in accordance with the payment schedule above until Customer shall notify Boeing otherwise.
6.3 With respect to any advance payment made as provided in the payment schedule set forth above, the portion of the payment otherwise due on such advance payment date as provided in the payment schedule set forth in Table 1 to the Purchase Agreement (the “Originally Scheduled Payment”) equal to the difference (i) between the Originally Scheduled Payment and (ii) the amount paid on such advance payment date as provided in the payment schedule set forth above shall be deemed to be deferred until the delivery date of the Aircraft to which such payment relates.
6.4 Interest on the portion of any Originally Scheduled Payment deemed to be so deferred will be charged at the fluctuating rate of interest per annum in effect from time to time equal to the ninety-day London Interbank Offered Rate (LIBOR) as published in The Wall Street Journal (West Coast Edition) on the first business day of each calendar quarter, plus *** for the period from and including the applicable advance payment date to but excluding the date paid.
***
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 10 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 Special Matters Block C |
BOEING PROPRIETARY | SA 12 |
AirTran Airways, Inc.
6-1162-TRW-0686
Page 3
| 8. | Model 737-8BD Conversion. |
For all purposes of the Purchase Agreement and the letter agreements between Boeing and Customer executed in connection with the Purchase Agreement, any provisions of the Purchase Agreement and/or any such letter agreement that is applicable to a Model 737-7BD Block “C” Aircraft, other than Articles 1, 2, and 3 of this Letter Agreement, shall also be applicable to any Model 737-8BD Block “C” Aircraft ordered or purchased by Customer pursuant to Letter Agreement 244-01 as amended, unless specifically noted otherwise; provided that values and calculations specific to the Model 737-7BD Block “C” Aircraft that are set forth in any such provision, when applied with respect to the Model 737-8BD Block “C” Aircraft, shall be adjusted appropriately to take into account the difference between the two variants. For the avoidance of doubt, after Customer has placed an order for a 737-7BD aircraft, any reference to an Aircraft in the Purchase Agreement or any such letter agreement shall mean either (i) the appropriate Block “A”, Block “B” or Block “C” Model 737-7BD aircraft or (ii) the appropriate Block “A”, Block “B” or Block “C” Model 737-8BD aircraft, as applicable, unless specifically note otherwise.
***
| 10. | Confidential Treatment. |
Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as required by applicable law or government regulation and disclosures to Customer’s employees and professional consultants and advisors.
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By | ||
| Its Attorney-In-Fact | ||
| ACCEPTED AND AGREED TO this | ||
| Date: June 4, 2007 | ||
| AIRTRAN AIRWAYS, INC. | ||
| By | ||
| Its | ||
| *** | Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 12 of 12 pages containing information redacted pursuant to a request for confidential treatment. |
| P.A. No. 2444 Special Matters Block C |
BOEING PROPRIETARY | SA 12 |
