Amendment No.11



 Exhibit 10.11 
  
 AMENDMENT NO. 11 
  
 THIS AMENDMENT NO. 11 dated July 3, 2003, is made by and between MCDONNELL DOUGLAS CORPORATION a wholly owned subsidiary of THE BOEING
COMPANY (Seller), having an office in the City of Long Beach, State of California, and AIRTRAN AIRWAYS, INC. (Buyer), having its executive offices in the City of Orlando, State of Florida. 
  
 WITNESSETH: 
  
 In consideration of the mutual covenants herein, Buyer and Seller agree to
amend Purchase Agreement DAC 95-40-D dated December 6, 1995, as amended by Amendment No. 10 dated November 14, 2002, as follows: 
  
 1. Seller and Buyer have agreed to cancel the six (6) Option Aircraft, further described in Amendment No. 5 to Letter Agreement No. 1 to Purchase
Agreement DAC 95-40-D as Option Aircraft Numbers 23 through 28 with scheduled months of delivery of July 2005, August 2005, September 2005, April 2005, May 2005, and June 2005, respectively. Seller has agreed to sell and Buyer has agreed to purchase
six (6) aircraft to be delivered in May, August, October and November 2004, and January and March 2005, respectively. The six Aircraft will be delivered to Buyer in the configuration as shown in Exhibit A1. The Purchase Agreement is amended and
supplemented as follows: 
  

	 	1.1.	Aircraft Description. Seller will manufacture and sell to Buyer, and Buyer will purchase from Seller, the Aircraft described as Buyer’s Aircraft Nos. 61 through
66 in Paragraph 1 of Section C of Article 6 of the Purchase Agreement (the Delivery Schedule), attached hereto and made a part hereof. 

  

	 	1.2.	Price. The Aircraft Basic Price for the Aircraft as set forth in the Purchase Agreement shall be increased by an amount of $83,400 for incorporation of the following
features; 

  

	 Feature

	  	 Title

	  	Price (1995$ STE)


	 G3131S013
	  	Incorporation of Flight Data Recorder with 88 Parameter Recording Capability	  	$	61,800
	 G5254S001A
	  	Installation of a Flight Compartment Entrance Door with Enhanced Security Capabilities	  	$	14,200
	 G5254S004
	  	Installation of an Electronic Access System on the Enhanced Cockpit Door	  	$	7,400

  

	 	1.3	The Advance Payment Base Price for the Aircraft is as set forth in the Purchase Agreement. 

  

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 2. Article 2., entitled SUBJECT MATTER OF SALE, is hereby amended to delete paragraphs A. and C. in their
entirety and the following is inserted in lieu thereof to add the six (6) Aircraft. 
  

	“A.	Seller shall manufacture, sell and deliver to Buyer, and Buyer shall purchase from Seller, under the terms and subject to the conditions set forth in this Agreement, fifty-seven
Model 95-30 aircraft conforming to the Detail Specification which consists of DS9530A dated 05 January 1995 as amended by the SCN’s set forth in Exhibits A1 and A2 hereto and as may be further modified in accordance with the provisions of the
article entitled DETAIL SPECIFICATION CHANGES. 

  

	B.	During the manufacture of the Aircraft by Seller, Buyer shall be required to provide information concerning the configuration of the Aircraft, including, but not limited to,
interior arrangement, special features, and the selection of materials and colors. Seller shall provide Buyer reasonable notice relative to the dates when such information is required and Buyer shall provide such information by the dates so
specified. In the event Buyer fails to perform in accordance with the dates provided by Seller, Seller shall have the same rights as those specified in paragraph F. of the article entitled BUYER FURNISHED OR DESIGNATED EQUIPMENT.


  

	C.	In the event of any conflict or inconsistency between any provisions of this Agreement (excluding Exhibit A and Exhibits A1 and A2 hereto) and the Detail Specification, the
provisions of this Agreement shall apply.” 

  
 3. Delivery Schedule. Article 6., entitled DELIVERY, is hereby amended to delete paragraph C.1. Delivery in its entirety and the following is inserted in lieu thereof to add aircraft numbers 61 through 66 with delivery months
of May, August, October and November, 2004, and January and March 2005, respectively. 
  

	“C.	Delivery 

  

	 	1.	On the first business day after technical acceptance pursuant to paragraph B.3. or B.4. above, but no earlier than the later of the issuance of an FAA Certificate of Airworthiness
for the Aircraft or the first business day of the scheduled month of delivery, Buyer shall accept delivery of the Aircraft by endorsement of Section B of a Certificate of Technical Acceptance and Delivery for such Aircraft. Delivery shall be made at
Long Beach, California, or any other location mutually agreed by Buyer and Seller. The scheduled months of delivery of the Aircraft are as follows: 

  

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	 Buyer’s Aircraft
Number

	  	 Delivery Month

	  	Configuration
Exhibit


			
	 1
	  	Sep 1999	  	A1
	 2
	  	Sep 1999	  	A1
	 3
	  	Oct 1999	  	A1
	 4
	  	Oct 1999	  	A1
	 5
	  	Nov 1999	  	A1
	 6
	  	Nov 1999	  	A1
	 7
	  	Dec 1999	  	A1
	 8
	  	Dec 1999	  	A1
	 9
	  	Jan 2000	  	A1
	 10
	  	Mar 2000	  	A1
	 11
	  	May 2000	  	A1
	 12
	  	Jul 2000	  	A1
	 13
	  	Sep 2000	  	A1
	 14
	  	Oct 2000	  	A1
	 15
	  	Nov 2000	  	A1
	 16
	  	Dec 2000	  	A1
	 17
	  	Jan 2001	  	A1
	 18
	  	Feb 2001	  	A1
	 19
	  	Mar 2001	  	A1
	 20
	  	Apr 2001	  	A1
	 21
	  	May 2001	  	A1
	 22
	  	Jun 2001	  	A1
	 23
	  	Jul 2001	  	A1
	 24
	  	Aug 2001	  	A1
	 25

	  	Sep 2001	  	A1
	 26
	  	Oct 2001	  	A1
	 27
	  	Nov 2001	  	A1
	 51
	  	Dec 2001	  	A1
	 28
	  	Dec 2001	  	A1
	 52
	  	Dec 2001	  	A1
	 29
	  	Jan 2002	  	A1
	 30
	  	Feb 2002	  	A1
	 31
	  	Mar 2002	  	A1
	 54
	  	Apr 2002	  	A2
	 32
	  	May 2002	  	A1
	 55
	  	May 2002	  	A2
	 56
	  	Jun 2002	  	A2
	 57
	  	Jun 2002	  	A2
	 33
	  	Jul 2002	  	A1
	 37
	  	Jul 2002	  	A2
	 58
	  	Aug 2002	  	A2
	 59
	  	Aug 2002	  	A2

  

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	 Buyer’s Aircraft
Number

	  	 Delivery Month

	  	Configuration
Exhibit


			
	 34
	  	Sep 2002	  	A1
	 35
	  	Oct 2002	  	A1
	 36
	  	Oct 2002	  	A2
	 60
	  	Oct 2002	  	A2
	 38
	  	Nov 2002	  	A2
	 40
	  	Nov 2002	  	A1
	 39
	  	Dec 2002	  	A2
	 41
	  	Dec 2002	  	A1
	 53
	  	Jan 2003	  	A1
	 61
	  	May 2004	  	A1
	 62
	  	Aug 2004	  	A1
	 63
	  	Oct 2004	  	A1
	 64
	  	Nov 2004	  	A1
	 65
	  	Jan 2005	  	A1
	 66
	  	Mar 2005	  	A1

  
 3. Payment.
Buyer will make Advance Payments to Seller in the amount of ***% of the Advance Payment Base Price of each Aircraft.  
  
 3.1 These payments begin with a payment of ***% due on the date of this Agreement for each Aircraft. Additional payments for each Aircraft
are due on the first business day of the months and in the amounts listed in Paragraph 2. Progress Payment Schedule One of Letter Agreement No. 36 to the Purchase Agreement. 
  
 3.2 Since the Aircraft described on the attached Delivery Schedule have a scheduled delivery month less than
twenty-four (24) months from the date of this Agreement, the total amount of Advance Payments due upon the date of this Agreement will include all Advance Payments that are or were due on or before such date in accordance with Progress Payment
Schedule One of Letter Agreement No. 36. 
  
 4. All of the terms
of the Agreement shall remain in full force and effect, except as herein expressly changed, modified or supplemented, or except insofar as the terms thereof have been completed, performed or complied with prior to the date hereof. 


	***	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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 For convenience only, insert pages reflecting the affects of this Amendment are attached hereto. In the
event of any conflict between the Agreement and the insert pages attached, the terms and conditions of this Amendment shall prevail. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 11 to be executed as of the date first above written by their officers or agents
thereunto duly authorized. 
  

	
	AGREED AND ACCEPTED:
	 AIRTRAN AIRWAYS, INC.

	
	 Signature: /s/ Richard P. Magurno

	
	 Printed Name: Richard P. Magurno

	
	 Title: Sr. V.P.

	
	 MCDONNELL DOUGLAS CORPORATION

	
	 a wholly owned subsidiary of

	 THE BOEING COMPANY

	
	 Signature: /s/ Scott S. Massey

	
	 Printed Name: Scott S. Massey

	
	 Title: Attorney-in-fact



  

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