Amendment No.6



 Exhibit 10.12 
  
 AirTran Airways, Inc. 
 9955 Airtran Boulevard 
 Orlando, Florida 32827 
  
 AirTran Airways, Inc.
(Buyer) and McDonnell Douglas 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	 	No. 7	 	55
	 5
	 	June             2002	 	No. 7	 	56
	 6
	 	June             2002	 	No. 7	 	57
	 7
	 	December     2001	 	No. 6	 	51









	 	 	 	 	 	 	 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	 	No. 7	 	59
	 11
	 	            August	 	2002	 	No. 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	  	 	  	 



	***	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. 


	***	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. 
  

	 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

		
	 Date
	 	           July 3, 2003



  

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