AirTran Airways, Inc. Orlando, Florida 32827

Exhibit 10.12

 

AirTran Airways, Inc.

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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

 

AirTran Airways, Inc. (Buyer) and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation a wholly-owned subsidiary of The Boeing Company (Seller) have previously entered into Purchase Agreement No. DAC 95-40-D (the Agreement), which includes Letter Agreements No. 1 through No. 46 and C1-220-95-4007, as amended, which Agreement covers the manufacture and sale by Seller and the purchase by Buyer of Boeing model 717-200 aircraft (the Aircraft). It is agreed that upon execution by both parties hereto, Amendment No. 5 to Letter Agreement No. 1 shall be canceled in its entirety and replaced by this Amendment No. 6 to Letter Agreement No. 1 which shall constitute a part of said Agreement. Amendment No. 6 adds four aircraft as Option Aircraft numbers 29, 30, 31 and 32, with scheduled months of delivery in 2005 of, August, September, August and September. Offerability of Option Aircraft numbers 29 through 32 is subject to availability and contingent upon the concurrent signing of Amendment No. 11 to the Agreement for purchase of Buyer’s Aircraft numbers 61 through 66.

 

OPTION AIRCRAFT

 

Buyer shall have the option to purchase four additional Boeing 717-200 aircraft, noted as Option Aircraft Numbers 29 through 32, (the Option Aircraft) under the same terms and conditions as set forth in the Agreement except as modified by the following:

 

1. Delivery

 

The Option Aircraft shall be scheduled for delivery to Buyer as follows:

 

		Scheduled Month of Delivery		Exercised Options
Option Aircraft Number				Purchase Agreement Amendment		Buyer’s Aircraft Number
1		February      2003		No. 5		53
2		Not exercised		—		—
3		April            2002		No. 7		54
4		May             2002		▇▇. ▇		▇▇
▇		▇▇▇▇             ▇▇▇▇		▇▇. ▇		▇▇
▇		June             2002		No. 7		57
7		December     2001		No. 6		51

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						Exercised Options
Option Aircraft Number		Scheduled Month of Delivery				Purchase Agreement Amendment		Buyer’s Aircraft Number
8		December		2001		No. 4		52
9		July		2002		No. 7		58
10		August		2002		▇▇. ▇		▇▇
▇▇		▇▇▇▇▇▇		▇▇▇▇		▇▇. 7		60
12		Canceled
13		Canceled
14		Canceled
15		Canceled
16		Canceled
17		Canceled
18		Canceled
19		Canceled
20		Canceled
29		May		2005
30		June		2005
26		Canceled						64
31		August		2005
21		Canceled
27		Canceled						65
32		September		2005
22		Canceled
28		Canceled						66
23		Canceled						61
24		Canceled						62
25		Canceled						63

 

2. Option Deposit

 

In consideration for the option to purchase the Option Aircraft, Buyer has paid a refundable deposit of $50,000 per Option Aircraft concurrent with the execution of the Agreement. Upon the exercise of an option, Seller shall apply the respective deposit to the progress payment due at option exercise for such Option Aircraft and such deposit shall be deemed nonrefundable. In the event Buyer does not exercise an Option Aircraft, Seller shall promptly refund the $50,000 deposit without interest.

 

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3. Payment

 

Buyer shall make an initial progress payment (less any deposit referred to above or any other advance payment) in the amount of ***% of the Advance Payment Price upon each option exercise. ***

 

4. Option Exercise

 

Buyer must exercise all four Option Aircraft at the same time. Buyer’s option to purchase the four Option Aircraft may be exercised only by notice in writing to Seller received on or before the date set forth below:

 

Option Aircraft Number		Scheduled Month of Delivery				Option Exercise Month
1		February		2003		Exercised
2		June		2003		Not exercised
3		November		2003		Exercised
4		December		2003		Exercised
5		January		2004		Exercised
6		February		2004		Exercised
7		March		2004		Exercised
8		April		2004		Exercised
9		May		2004		Exercised
10		June		2004		Exercised
11		July		2004		Exercised
12		Canceled
13		Canceled
14		Canceled
15		Canceled
16		Canceled
17		Canceled
18		Canceled
19		Canceled
20		Canceled
29		May		2005		May 1, 2004
30		June		2005		May 1, 2004
26		Canceled
31		August		2005		May 1, 2004
21		Canceled
27		Canceled

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***	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.

 

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Option Aircraft Number		Scheduled Month of Delivery		Option Exercise Month
32		September                         2005		May 1, 2004
22		Canceled
28		Canceled
23		Canceled
24		Canceled
25		Canceled

 

Any such Option Aircraft exercised by Buyer shall be redefined as Aircraft at time of option exercise and shall be thereafter governed by the terms of the Agreement.

 

5. Option Aircraft Flexibility

 

Option Aircraft are offered subject to availability or other disposition. Seller reserves the right to offer the Option Aircraft delivery positions to potential buyers. In the event Seller determines that one or more of the positions is desired by another buyer, Seller shall provide written notice to Buyer of such determination. Upon such notification from Seller, Buyer shall have the option to either: a) exercise its option, in accordance with paragraph 4. above and convert the Option Aircraft to an Aircraft operated by Buyer, b) reschedule the position as mutually agreed by Buyer and Seller, or c) have its Option Aircraft refundable deposit returned in the form of a cash payment. Buyer shall advise Seller in writing of its determination with respect to such Option Aircraft within thirty days of receipt of notification from Seller. Buyer shall have the right to convert Option Aircraft to Boeing 717-TBD aircraft subject to mutual agreement on price, leadtime and launch of the Boeing 717-TBD.

 

In the event Buyer exercises an option prior to twenty-four months from the scheduled month of delivery, Buyer shall make a progress payment in the amount of ***% of the Advance Payment Price less any refundable deposit or any advance payment at option exercise, a progress payment of ***% at 24 months and additional progress payments in accordance with paragraph 3. above.

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***	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.

 

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6. Aircraft Assignment

 

The Option Aircraft terms as set forth above shall not be assignable by Buyer. Upon option exercise, Option Aircraft shall be subject to the assignment provisions set forth in the Agreement.

 

If the foregoing correctly sets forth our understanding, please execute this Amendment No. 6 to Letter Agreement No. 1 in the space provided below.

 

 

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