Letter Agreements to Purchase Agreement



 EXHIBIT 10.3 
  
 AirTran Airways, Inc. 
 9955 AirTran Boulevard

 Orlando, Florida 32827 
  

	Subject:	  	Aircraft Model Substitution
		
	 Reference:
	  	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)

  
 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 may substitute the purchase of Boeing Model 737-8BD aircraft described in Attachment A1 (Substitute Aircraft) in place of any of
the Aircraft, subject to the following terms and conditions: 
  
 1. Customer’s Written Notice. 
  
 Customer will provide written notice of its intention to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft, (a) no later than the first day of the month that is 12 months prior to the scheduled month of
delivery of the Aircraft for which it will be substituted, provided that a Subsitute Aircraft has been previously certified and delivered to Customer, or (b) no later than the first day of the month that is 15 months prior to the scheduled month of
delivery of the Aircraft for which it will be substituted, if a Substitute Aircraft has not been previously certified and delivered to Customer. 
  
 2. Boeing’s Production Capability. 
  

Customer’s substitution right is conditioned upon Boeing’s having production capability for the Substitute Aircraft in the scheduled delivery month of the
Aircraft for which it will be substituted, determined as of the time Customer requests such substitution. 
  
 Boeing will tentatively quote delivery positions for Substitute Aircraft to allow Customer to secure quotes from Buyer Furnished Equipment vendors, and Boeing to secure quotes from Seller Furnished Equipment vendors
which support (which shall be the earliest month following the schedule delivery month in which the Substitute Aircraft can reasonably be delivered, consistent with Boeing’s then existing contractual commitment and production capabilities) the
required on-dock 








 
dates. If Boeing is unable to manufacture the Substitute Aircraft in the scheduled delivery month of the Aircraft for which it will be substituted, then
Boeing shall promptly make a written offer of an alternate delivery month (which shall be the earliest month following the scheduled delivery month in which the Substitute Aircraft can reasonably be delivered, consistent with Boeing’s then
existing contractual commitments and production capabilities) for Customer’s consideration and written acceptance within thirty (30) days of such offer. 
  
 3. Definitive Amendment to Purchase Agreement. 
  
 Customer’s substitution right and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer’s and
Boeing’s executing a definitive amendment to the Purchase Agreement for the purchase of the Substitute Aircraft within thirty (30) days of the later of Customer’s substitution notice to Boeing or of Customer’s acceptance of an
alternate delivery month in accordance with paragraph 2. above. Such amendment shall address matters specifically related to differences between the Substituted Aircraft and the Aircraft for which it is substituted, but shall not alter or amend
generally applicable provisions of the Purchase Agreement. 
  
 4. Price and Advance Payments. 
  
 The
Airframe Price of the Substitute Aircraft is shown in Attachment B1 attached hereto. Prices of Optional Features will be as established at the time Customer’s initial configuration of the Substitute Aircraft is added to the Purchase Agreement.
The Aircraft Basic Price of Substitute Aircraft shall be subject to adjustment under the terms of the Purchase Agreement to reflect: (a) any Manufacturer Change or Operator Change affecting a Substitute Aircraft substituted in lieu of a firm
Aircraft, and (b) any other changes to such Substitute Aircraft to which the parties may mutually agree. The escalation indices and methodology used to estimate the Advance Payment Base Prices will be as set forth in then-current provisions of the
Purchase Agreement. 
  
 If the Advance Payment Base Price for any Substitute
Aircraft is higher than that of the Aircraft, Customer will pay to Boeing the amount of the difference as of the date of execution of the definitive Purchase Agreement amendment for the Substitute Aircraft. If the Advance Payment Base Price of the
Substitute Aircraft is lower than that of the Aircraft, Boeing will retain any excess amounts previously paid by Customer until the next payment is due from Customer, at which point the amount of such payment will be reduced by the amount of the
excess. In no case will Boeing refund or pay interest on any such excess amounts created by virtue of Customer’s exercise of the rights of substitution described in this agreement. 







 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 and governmental regulation; (ii) for disclosures to Customer’s employees and professional consultants and advisers; and (iii)
for financing the Aircraft in accordance with the provisions of Article 9 of the AGTA-CQT. 
  
 Very truly yours, 
  
 THE BOEING COMPANY

  

	 By    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.









 Model 737-800 Substitution Aircraft Without Winglets 
  
 1. Aircraft Description and Changes. 
  
 1.1 Aircraft Description. 
  
 The Aircraft is described by Boeing Configuration Specification D019A001-E
dated July 3, 2002. The Configuration Specification will be revised to include: 
  
 (1) CFM International, Inc. model CFM56-7B24 engines 
  
 (2) Dual class interior. 
  
 1.2
Changes. 
  
 The Boeing Configuration Specification will
be further revised to include: 
  
 (1) Changes applicable to the
basic model 737-800 aircraft which are developed by Boeing between the date of the Configuration Specification and the signing of the definitive purchase agreement; 
  
 (2) Changes mutually agreed upon; and 
  
 (3) Changes required to obtain a Standard Airworthiness Certificate from the FAA 
  

	 	1.3	Passenger Seat Selection. 

  
 (1) Seat Supplier must be an offerable supplier as determined by Boeing BFE/SPE Management. 
  
 (2) Seat Supplier selection date for the proposed 737-700 aircraft is August 15, 2003. 
  
 (3) Seats cannot require any dynamic certification testing. 
  
 2. Foreign Regulatory Requirements. 
  
 The Aircraft price does not include any amount relating to changes to the
Aircraft required in order to export the Aircraft from the United States, if you should choose to do so. Accordingly, the Aircraft price will be adjusted for Boeing’s price for any addition to, or change, modification or testing of any Aircraft
required by the country of import which varies from or is in addition to the airworthiness requirements of the FAA for the issuance of a Standard Airworthiness Certificate. 







 Attachments A1 
  
 Attachments B1 
  
 See Model 737 Business Offer 
  
 6-1162-SSM-2416 







 Table 1 to 
  

Letter Agreement 2444-01 
  
 Model 737-8BD Substitution Aircraft 
  
 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. 








 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  
 Subject: Special
Matters 
  

	    	Reference: Purchase Agreement No. 2444 (the Purchase Agreement) between The Boeing Company (Boeing) and AirTran Airways, Inc. (Customer) relating to Model 737-7BD aircraft
(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. 
  
 *** 
  
 7. Escalation Factor. 
  
 The escalation factor by which amounts expressed in July 2002 dollars shall be multiplied to cause such amounts to be expressed in January 2003 dollars
(per the Escalation Adjustment) is 1.0202. 
  
 *** 
  
 9. Agreement to Amend Delivery Schedule. 

 
 Boeing and Customer agree that the delivery schedules for the Aircraft referenced in
Article 2 of the Purchase Agreement (and set forth in Table 1 thereto) and the Option Aircraft referred to in Letter Agreement 6-1162-SSM-2426 (and set forth in Attachment A thereto) (the “Delivery Schedules”) shall be revised by mutual
agreement during the 30 day period following the date of this Letter Agreement. Such revision to the Delivery Schedule shall be evidenced by and become effective upon an amendment to the Purchase Agreement executed by an authorized representative of
each of Boeing and Customer. 


	***	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. 








 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    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.









 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  
 Subject:                *** 
  

	Reference:	Purchase Agreement No. 2444 (the Purchase Agreement) between The Boeing Company (Boeing) and AirTran Airways, Inc. (Customer) relating to Model 737-7BD aircraft (Aircraft)


  
 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. 
  
 *** 


	***	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. 








 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 , unless otherwise requied by law, 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    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.

	
	 Attachments









 *** 


	***	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. 








 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  

	Subject:	Purchase Right Aircraft 

  

	Reference:	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)


  
 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 and Boeing has agreed to manufacture and sell to Customer up to twenty-five (25) additional model 737-7BD aircraft (Purchase Right Aircraft)
to Customer, subject to the following terms and conditions: 
  
 1. Purchase Right Aircraft Delivery Positions. 
  
 Purchase Right Aircraft positions are subject to available delivery positions and other manufacturing constraints. Purchase Right Aircraft are available to Customer upon signing of this Letter Agreement, and all
exercised Purchase Right Aircraft must deliver by December 31, 2010. Purchase Right Aircraft are offered according to the following table. 
  

	 Delivery Period

	  	 Purchase Right
 Positions Available

	  	 Expiration Date of
 Unexercised Positions


	 2009
	  	13	  	June 30, 2008
	 2010
	  	12	  	June 30, 2009








 2. Expiration of Purchase Rights. 
  
 Should Customer choose not to exercise some or all of the offered Purchase
Right Aircraft, such un-exercised Purchase Right Aircraft will expire and will be cancelled on the dates shown in paragraph 1. above. 
  
 3. Purchase Right Aircraft Exercise. 
  
 Customer may exercise a Purchase Right Aircraft by providing Boeing with written notice not later than the first business day of the month eighteen (18)
months prior to the requested aircraft delivery position. Requests for exercise of Purchase Right Aircraft with greater than 18 months lead time will provide a higher probability of availability of the requested delivery position. 
  
 If a delivery position is available for Customer in the month requested by
Customer, Boeing will reserve that position for Customer and shall give written confirmation thereof to Customer within three (3) business days after receipt of the Customer’s request to exercise a Purchase Right Aircraft. Customer shall
provide written confirmation of acceptance of the offered delivery position within three (3) business days after Boeing’s notification. Customer’s lack of confirmation within three (3) business days after Boeing’s notification will be
considered a rejection of the offered delivery position. 
  
 If a
delivery position is not available for Customer in the month requested by Customer, Boeing will offer Customer, subject to prior sale, two alternate delivery positions close to the delivery position requested by Customer. Customer shall provide
written confirmation within three (3) business days after receipt of such notification of the one alternate delivery position Customer has selected. Customer’s lack of confirmation within three (3) business days after receipt of Boeing’s
notification will be considered a rejection of the offered alternate delivery position. For the avoidance of doubt, Customer shall not have the right to select both alternate delivery positions in connection with the exercise of a single Purchase
Right Aircraft. 
  
 4. Deposit.

  
 Customer will pay to Boeing a deposit in the amount shown on
the attached Table 1 for each Purchase Right Aircraft purchased pursuant to the exercise of such purchase right. The deposit will be due and payable on the date of Customer’s acceptance of Boeing’s offered delivery position of a Purchase
Right Aircraft. Boeing will apply such deposit to the Aircraft Price of the Purchase Right Aircraft pursuant to and in accordance with the Purchase Agreement. 







 5. Purchase Right Aircraft Price. 
  
 The Airframe Price of the Model 737-7BD Purchase Right Aircraft delivering
before December 31, 2010, is shown in the attached Table 1. *** The Aircraft Basic Price of Purchase Right Aircraft shall be subject to adjustment under the terms of the Purchase Agreement to reflect: (a) any Manufacturer Change or Operator Change
affecting a Purchase Right Aircraft, (b) product improvements incorporated by the manufacturer, and (c) any other changes to such Purchase Right Aircraft to which the parties may mutually agree; but will not be subject to any general price increase
during the term of this Letter Agreement. *** 
  
 6. Definitive Agreement. 
  
 Customer’s
exercise of a Purchase Right Aircraft and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer and Boeing executing a definitive amendment to the Purchase Agreement providing for the purchase of the Purchase Right
Aircraft under the Purchase Agreement within thirty (30) days of Customer’s notice of exercise of a Purchase Right Aircraft to Boeing or, if applicable, within thirty (30) days of Customer’s acceptance of an alternate delivery month.

  
 7. Advance Payments. 
  
 The Advance Payment Base Price applicable to each exercised Purchase Right
Aircraft will be determined in accordance with paragraph 5. above. Advance payments, less the deposit paid at exercise of the Purchase Right Aircraft, shall become due and payable in accordance with the terms of the Purchase Agreement. 

 
 8. *** 


	***	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. 








 9. Confidential Treatment. 
  
 Customer understands that certain commercial and financial information
contained in this Letter Agreement and any attachment(s) hereto 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 advisers; or (iii) for financing the Aircraft in accordance with the provisions of Article 9 of AGTA-CQT. 
  

	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.









 Table 1 to 
 Letter Agreement 6-1162-SSM-2326 
 Model 737-700 Purchase Right Aircraft 
 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. 








 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  

	Subject:	Option Aircraft 

  

	Reference:	Purchase Agreement 2444 (the Purchase Agreement) between The Boeing Company (Boeing) and AirTran Airways, Inc. (Customer) relating to Model 737-7BD aircraft (the Aircraft)


  
 This Letter Agreement amends the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 Boeing agrees to manufacture and sell to Customer twenty-five (25) additional Model 737-700 aircraft as Option Aircraft. Delivery positions are offered at the rate of up to three per quarter, with positions in
calendar years 2005, 2006, 2007 and 2008 as shown in the Attachment. The terms and conditions applicable to the option aircraft will be included in the definitive purchase agreement for the Aircraft. The delivery quarters, number of aircraft,
Advance Payment Base Price per aircraft and advance payment schedule are listed in the Attachment to this Letter Agreement. The Airframe Price shown includes the Engine Price. 
  
 1. Aircraft Description and Changes 
  
 1.1 Aircraft Description: The Option Aircraft are described by the Detail Specification listed in the Attachment.

  
 1.2 Changes: The Detail Specification will be revised
to include: 
  

	 	(i)	Changes applicable to the basic Model 737-700 aircraft which are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to
purchase the Option Aircraft; 

  

	 	(ii)	Changes required to obtain required regulatory certificates; and 









	 	(iii)	Changes mutually agreed upon. 

  
 2. Price 
  
 2.1 The pricing elements of the Option Aircraft are listed in the Attachment. 
  
 2.2 Price Adjustments. 
  
 *** 
  
 3. Payment. 
  
 3.1 Customer will pay a deposit to Boeing in the amount shown in the Attachment for each Option Aircraft (Deposit), on the date of this Letter Agreement.
If Customer exercises an option, the Deposit will be credited against the first advance payment due. If Customer does not exercise an option, Boeing will retain the Deposit for that Option Aircraft. 
  
 3.2 Following option exercise, advance payments in the amounts and at the
times listed in the Attachment will be payable for the Option Aircraft. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery. 
  
 4. Option Exercise. 
  
 4.1 The option exercise date for each quarterly group of option aircraft shall be eighteen (18) months prior to the first
month of the scheduled quarter (Option Exercise Date). Option aircraft must be exercised in quarterly groups. Within five working days of receiving Customer’s notice of exercise of a quarterly group of option aircraft Boeing will offer
Customer, in writing, three monthly delivery positions within the quarter. Delivery positions will be offered subject to prior sale and customer must accept or reject each delivery position offered by Boeing, in writing, within three working days
after receipt of Boeing’s written proposal. . 
  
 4.2 If
Boeing must make production decisions which are dependent on Customer’s exercising an option earlier than the Option Exercise Date, Boeing may accelerate the Option Exercise Date subject to Customer’s agreement. If Boeing and Customer fail
to agree to a revised Option Exercise Date, either party may terminate the option and Boeing will refund to Customer, without interest, any Deposit and advance payments received by Boeing with respect to the terminated Aircraft. 


	***	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. 








 5. Contract Terms. 
  
 Boeing and Customer will use their best efforts to reach a definitive agreement for the purchase of an Option Aircraft,
including the terms and conditions contained in this Letter Agreement, in the Purchase Agreement, and other terms and conditions as may be agreed upon. In the event the parties have not entered into a definitive agreement within 30 days following
option exercise, either party may terminate the purchase of such Option Aircraft by giving written notice to the other within 5 days. If Customer and Boeing fail to enter into such definitive agreement, Boeing will retain the Deposit for that Option
Aircraft. 
  

	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.

	
	 Attachment









 Attachment A to 
 Letter Agreement No. 2426 
 Option 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. 








 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  

	Subject:	Miscellaneous Special Matters 

  

	Reference:	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).


  
 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. 
  
 *** 
  
 2. Customized Maintenance Program 
  
 Boeing agrees to provide Customer with a Customized Maintenance Program (CMP) that is satisfactory to Customer at no charge to Customer. Boeing will work
with Customer to develop a customized maintenance program applicable to their unique aircraft configuration. The CMP is intended to optimize Customer’s operations with an outline of the scheduled maintenance tasks for systems, power plant,
structures and zonal maintenance programs. 
  
 *** 
  
 4. Aircraft Readiness Log (ARL). 
  
 At delivery of each aircraft Boeing will provide an ARL listing serialized
components installed on the aircraft at delivery. 
  
 5. Field Service Representatives. 
  
 Field
Service Representation will be provided at Customer’s facility prior to Customer’s first delivery. Boeing will ensure that one of the initial on-site Field Service Representatives is knowledgeable in 737 spares. For the avoidance of doubt,
the undertakings of Boeing in this Paragraph 5 are intended to supplement but not replace any undertakings of Boeing with respect to Field Service Representation in other provisions of the Purchase Agreement, the AGTA-CPT or any other letter
agreement between Buyer and Customer. 


	***	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. 








 6. Identification of Target Delivery Date. 
  
 Boeing agrees to make good faith efforts to accommodate Customer’s
timely requests to provide target delivery dates at or near Customer’s requested dates. 
  
 *** 
  
 8. 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. 
  

	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.




	***	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. 








 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  

	Subject:	*** 

  

	Reference:	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)


  
 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. 
  
 *** 
  
 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,

  

	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By    
	 	 /s/ Scott S. Massey

		
	 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. 









	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By    
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.




	***	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. 

  







 *** 


	***	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. 








 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  

	Subject:	*** 

  

	Reference:	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)


  
 This Letter Agreement is entered into in connection and
concurrently with the execution and delivery of the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 
  
 *** 
  
 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. 
  

	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By    
	 	 /s/ Scott S. Massey

		
	 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. 









	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.




	***	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. 








 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  

	Subject:	Special Considerations 

  

	Reference:	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”) 

  
 This letter agreement
(“Letter Agreement”) amends and supplements the Purchase Agreement, including the AGTA-CQT which has been incorporated therein by reference. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase
Agreement. 
  
 *** 
  
 7. 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 government regulation, (ii) for disclosure to Customer’s employees and professional consultants and advisors, (iii) for financing the Aircraft in
accordance with the provisions of Article 9 of 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. 








 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters
treated above, please indicate your acceptance and approval below. 
  

	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.









 AirTran Airways, Inc. 
 9955 AirTran Boulevard 
 Orlando, Florida 32827 
  

	Subject:	Additional Matters 

  

	Reference:	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”) 

  
 This letter agreement
(“Letter Agreement”) amends and supplements the Purchase Agreement, including the AGTA-CQT which has been incorporated therein by reference. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase
Agreement. 
  
 *** 
  
 7. 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 government regulation, (ii) for disclosure to Customer’s employees and professional consultants and advisors, (iii) for financing the Aircraft in
accordance with the provisions of Article 9 of 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. 








 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters
treated above, please indicate your acceptance and approval below. 
  

	 Very truly yours,

	
	 THE BOEING COMPANY

		
	 By    
	 	 /s/ Scott S. Massey

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

	
	 Date: July 3, 2003

	
	 AIRTRAN AIRWAYS, INC.

		
	 By
	 	 /s/ Richard P. Magurno

		
	 Its
	 	 Sr. V.P.