EXHIBIT
10.65





EXECUTION
VERSION


AMENDMENT
NO. 1 TO


AMENDED
AND RESTATED REVOLVING LINE OF CREDIT AND REIMBURSEMENT AGREEMENT





THIS AMENDMENT NO. 1 TO AMENDED AND
RESTATED REVOLVING LINE OF CREDIT AND REIMBURSEMENT AGREEMENT is dated as
of September 26, 2009 (this “Amendment”), and is made by
and between AIRTRAN AIRWAYS,
INC. (“AirTran”)
and BANK OF UTAH, not in
its individual capacity, but solely as Trustee (the “Lender”).





RECITALS:





AirTran
and the Lender are parties to that certain Amended and Restated Revolving Line
of Credit and Reimbursement Agreement, dated October 31, 2008 (the “Existing Reimbursement Agreement”), regarding a
facility for the issuance of letters of credit and the making of revolving loans
in the aggregate amount of up to $215,000,000, which is an amendment and
restatement of the Reimbursement Agreement, dated as of August 12, 2008, by and
between the Lender and AirTran.  The Existing Reimbursement Agreement,
as amended by this Amendment, is herein referred to as the “Reimbursement
Agreement”.





AirTran
and the Lender desire, on the terms and conditions set forth herein, to amend
the Existing Reimbursement Agreement to, among other things, extend the term and
reduce the aggregate maximum facility amount thereof.





NOW, THEREFORE, in
consideration of the foregoing Recitals and the mutual covenants set forth in
this Amendment, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged by the parties hereto,
the parties hereto agree as follows:





1.           DEFINITIONS;
CONSTRUCTION





1.1
            Capitalized
      terms used and not defined in this Amendment shall have the meanings given
      to such terms in Article I of the Reimbursement
  Agreement.





1.2
            Article
      I of the Reimbursement Agreement also contains rules of usage that control
      the construction of this Amendment.





2.           AMENDMENTS
TO REIMBURSEMENT AGREEMENT





With
effect from and after the Effective Date (as defined in Section 3
below):





2.1
            Section
      1.01 of the Existing Reimbursement Agreement is hereby amended by adding
      the following definitions in the appropriate alphabetical
      order:
















“Facility Fee” has the
meaning specified in Section 2.03(c)(i)
hereof.





“Letter of Credit Excess
Amount” means, for any day, the amount, if any, by which the aggregate
amount available to draw under the Letters of Credit at the opening of business
on such day exceeds $50,000,000.





“Letter of Credit Fee”
has the meaning specified in Section 2.03(c)(ii) hereof.





“Undrawn Revolving Loan
Amount” means, for any day, the lesser of (a) the amount by which the
Maximum Revolving Loan Amount exceeds the aggregate outstanding principal amount
of the Revolving Loans at such time and (b) the amount of Available Credit at
such time.





“Undrawn Revolving Loan
Fee” has the meaning specified in Section 2.03(c)(iii)
hereof.





2.2
            The
      definition of “Available
      Credit” set forth in Section 1.01 of the Existing Reimbursement
      Agreement is hereby amended by deleting the language in clause (iii)
      thereof and inserting “the stated amount of the Initial Letter of Credit
      as of September 30, 2009 (i.e., $50,000,000)” in substitution
      therefor.





2.3
            The
      definition of “Excess Cash”
      set forth in Section 1.01 of the Existing Reimbursement Agreement is
      hereby amended by deleting “$305 million” and by inserting in lieu thereof
      “$405 million”.





2.4
            The
      definition of “Expiration
      Date” set forth in Section 1.01 of the Existing Reimbursement
      Agreement is hereby amended by deleting “April 30, 2010” and by inserting
      in lieu thereof “December 31,
2010”.




2.5
            The
      definition of “Facility
      Amount” set forth in Section 1.01 of the Existing Reimbursement
      Agreement is hereby amended and restated in its entirety to read as
      follows:





“Facility Amount”
means $175,000,000 less the aggregate amount of any reductions of the Maximum
Revolving Loan Amount pursuant to the last sentence of Section 2.02(a) hereof
(other than any reduction of the Maximum Revolving Loan Amount effected
simultaneously with the issuance of a Letter of Credit having a stated amount
equal to the amount of such reduction).”





2.6
            The
      definition of “Initial Letter of
      Credit” set forth in Section 1.01 of the Existing Reimbursement
      Agreement is hereby amended and restated to read in its entirety as
      follows:











“Initial Letter of
Credit” means that certain Irrevocable Standby Letter of Credit No.
CPCS-670045, dated August 15, 2008, issued by JPMorgan Chase Bank, N.A. in favor
of U.S. Bank for the account of AirTran, in the original stated amount of
$150,000,000 (reduced by amendment to $125,000,000 and further reduced by
amendment to $50,000,000), expiring 364 days from the date of issuance but
subject to renewal on the same terms as the original for additional terms
extending through and including June 30, 2012, or, if earlier, 18 months after
the Cutoff Date, which Initial Letter of Credit may be drawn upon by U.S. Bank
in accordance with the terms set forth in such Initial Letter of Credit, as
amended from time to time.





2.7
            The
      definition of “Letter of
      Credit” set forth in Section 1.01 of the Existing Reimbursement
      Agreement is hereby amended and restated to read in its entirety as
      follows:





“Letter of Credit” has
the meaning set forth in the Recitals. For purposes of clauses (ii) and (iii) of
the definition of “Available Credit”, the initial stated amount of any Letter of
Credit shall include the initial stated amount of any additional letter of
credit issued hereunder simultaneously with, and equal to in initial stated
amount, the voluntarily reduction by AirTran of the amount available to draw
under such Letter of Credit.”





2.8
            The
      definition of “Maximum Revolving Loan
      Amount” set forth in Section 1.01 of the Existing Reimbursement
      Agreement is hereby amended and restated to read in its entirety as
      follows:





“Maximum Revolving Loan
Amount” means $125,000,000, as such amount may be reduced in accordance
with Section 2.02(a).





2.9
            Section
      2.02(a) of the Existing Reimbursement Agreement is hereby amended by
      adding the following sentence at the end of such
  Section:





“From
time to time, AirTran may permanently reduce the Maximum Revolving Loan Amount
by providing the Lender written notice of its election to reduce such amount,
which written notice shall set forth the amount to which the Maximum Revolving
Loan Amount is being reduced, provided that
(i) any such notice shall be received by the Lender not later than 12:00
noon five (5) Banking Days prior to the date of such reduction, (ii) any
such reduction shall be in an aggregate amount of $1,000,000 or any whole
multiple of $1,000,000 in excess thereof, and (iii) immediately prior to the
effectiveness of such reduction, the aggregate outstanding principal amount of
all Revolving Loans does not exceed the amount to which the Maximum Revolving
Loan Amount is to be reduced.  From and after the date of any such
reduction, the “Maximum Revolving Loan
Amount”, for all purposes of this Agreement, shall mean the amount to
which the then existing Maximum Revolving Loan Amount is being reduced as set
forth in such written notice.”










2.10
            Section
      2.02(c)(iv) of the Existing Reimbursement Agreement is hereby amended by
      deleting “two (2)” and by inserting in lieu thereof “one
    (1)”.





2.11
            Section
      2.03(c) of the Existing Reimbursement Agreement is hereby amended and
      restated to read in its entirety as
follows:





“(c)           Facility Fee, Letter of
Credit Fee and Undrawn Revolving Loan Fee.  (i) In
consideration of the Lender’s (A) procurement of the Letters of Credit for the
benefit of Processors and (B) agreement to make Revolving Loans to AirTran, in
each case subject and pursuant to the terms of this Agreement (including,
without limitation, the provisions of this Article II), AirTran shall pay to the
Lender in advance, commencing on November 1, 2008 and continuing on the first
Banking Day of each month thereafter, a non-refundable procurement fee (the
“Facility Fee”)
equal to (1) four percent (4%) per annum multiplied by the Facility Amount (as
adjusted from time to time) for the period commencing on the initial Borrowing
Date and ending on September 30, 2009, (2) two percent (2%) per annum multiplied
by the Facility Amount (as adjusted from time to time) for the period commencing
on October 1, 2009 and ending on December 31, 2009, and (3) four percent (4%)
per annum multiplied by the Facility Amount (as adjusted from time to time) for
the period commencing on January 1, 2010 and ending on the Expiration Date.
Following the Expiration Date, AirTran shall pay to the Lender an additional
non-refundable fee equal to four percent (4%) per annum multiplied by the actual
daily aggregate amount available to draw under the Letters of Credit (calculated
at the opening of business on such day), which shall accrue during the period
following the Expiration Date and which shall be due and payable in arrears,
commencing on February 1, 2011 and continuing on the first Banking Day of each
consecutive month thereafter so long as any such fee has accrued and is unpaid
hereunder.





(ii) In
addition to the Facility Fee payable pursuant to clause (c)(i) above, in
consideration of the Lender’s procurement of the Letters of Credit for the
benefit of Processors, subject and pursuant to the terms of this Agreement
(including, without limitation, the provisions of this Article II), AirTran
shall pay to the Lender a letter of credit fee (the “Letter of Credit
Fee”) equal to two percent (2%) per annum multiplied by the actual daily
Letter of Credit Excess Amount, if any, which shall accrue during any period in
which the aggregate stated amount of all outstanding Letters of Credit is
greater than $50,000,000 and which shall be due and payable, in arrears,
commencing on the first Banking Day of the first month after the issuance of
such Letters of Credit and continuing on the first Banking Day of each
consecutive month thereafter so long as any Letter of Credit Fee has accrued and
is unpaid hereunder.











(iii) In
addition to the Facility Fee payable pursuant to clause (c)(i) above and the
Letter of Credit Fee payable pursuant to clause (c)(ii), in consideration of the
Lender’s agreement to make Revolving Loans to AirTran, subject and pursuant to
the terms of this Agreement (including, without limitation, the provisions of
this Article II), AirTran shall pay to the Lender a commitment fee (the “Undrawn Revolving Loan
Fee”) equal to eight percent (8%) per annum multiplied by the actual
daily Undrawn Revolving Loan Amount, if any, which shall accrue from and after
October 1, 2009 until (but not including) the Expiration Date and which shall be
due and payable, in arrears, on November 1, 2009, the first Banking Day of each
consecutive month thereafter and on the Expiration Date, so long as any Undrawn
Revolving Loan Fee has accrued and is unpaid hereunder.”





2.12
            Section
      3.03(l) of the Existing Reimbursement Agreement is hereby amended and
      restated in its entirety to read as
follows:





“(l)           Outside Issuance
Date.  As applicable, (i) the date of issuance of the Letter of
Credit occurs on or prior to the thirtieth (30th) day
prior to the Expiration Date and (ii) the date of making of the Revolving Loan
occurs on or prior to any Banking Day prior to the Expiration
Date.”





2.13
            Section
      3.03(o) of the Existing Reimbursement Agreement is hereby amended to add
      “or any Affiliate thereof” at the end of clause (i)
    thereof.





2.14
            Section
      4.05 of the Existing Reimbursement Agreement is hereby amended by deleting
      “There” and by inserting in lieu thereof the
  following:





“Except,
solely with respect to (b) below, as set forth in Holdings’ annual report on
Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K filed
with the SEC in each case on or prior to September 26, 2009, there”





2.15
            Article
      VI of the Existing Reimbursement Agreement is hereby amended by adding the
      following Section at the end of such
Article:





“6.07  Optional/Voluntary
Prepayment or Repurchase of Indebtedness. Prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner, or make any payment in violation of any subordination terms of, any
Indebtedness unless such prepayment, redemption, purchase, defeasance or other
manner of satisfaction:








(a)           is
of any of the Revolving Loans or other Indebtedness evidenced by this Agreement,
any other Credit Document or an Other Agreement, in each case in accordance with
the terms thereof;





(b)           is
made in connection with any regularly scheduled, mandatory or required payments,
prepayments, repayments, purchases or redemptions of Indebtedness; provided,
that in respect of any of its Indebtedness that constitutes Aircraft Acquisition
Debt (including the enhanced equipment trust financing of its 717 aircraft) or
publicly-issued notes (other than the notes described in Section 6.07 (f)
below), it shall not amend any of the terms of any such Indebtedness if the
effect of such amendment is intended to accelerate the payment dates of, or to
increase the amounts of, any required or mandatory payments due under such
Indebtedness;





(c)           is
made from all or any portion of the proceeds of Refinancing Indebtedness of the
Indebtedness so prepaid, redeemed, purchased, defeased or otherwise
satisfied;





(d)           is
made from all or any portion of the proceeds of the sale of any assets securing
the Indebtedness so prepaid, redeemed, purchased, defeased or otherwise
satisfied;





(e)           is
made in exchange for equity securities of either of the Credit Parties;
or





(f)           is
of any or all of the 7% convertible notes due 2023 issued pursuant to the
Indenture, dated May 7, 2003, by and between Holdings, as issuer, and Wilmington
Trust Company, as trustee.





Subject
to the proviso appearing Section 6.07(b) above, the parties acknowledge and
agree that this Section 6.07 is not intended to prohibit or restrict AirTran or
Holdings from paying, prepaying, purchasing, redeeming, repurchasing, defeasing
or otherwise satisfying (whether by cash, equity securities or other method of
satisfaction) all or any portion of any Indebtedness when required to do so
pursuant to any documents related to such Indebtedness.





3.
            CONDITIONS
      PRECEDENT





The
amendments to the Existing Reimbursement Agreement set forth in Section 2 above
shall become effective on September 30, 2009 (the “Effective Date”); provided,
that each of the conditions described in Sections 3.1 through 3.6 are satisfied
(except to the extent waived) on or prior to September 30, 2009. If such
conditions are not satisfied (or waived) on or prior to September 30, 2009, the
Effective Date shall be the date on which such conditions are satisfied (or
waived).












3.1
            AirTran
      tenders to the Lender, in exchange for the Revolving Note issued by
      AirTran on October 31, 2008, marked “Cancelled,” a signed Revolving Note
      in the face amount of the Maximum Revolving Loan
  Amount.





3.2
            Holdings
      delivers to the Lender a reaffirmation of guarantee (the “Reaffirmation of
      Guarantee”) substantially in the form issued by Holdings to the
      Lender on October 31, 2008.





3.3
            AirTran
      and the Lender shall have procured, with the agreement of U.S. Bank, an
      amendment to the Initial Letter of Credit, pursuant to which the stated
      amount thereof is reduced to $50,000,000 and the Initial Letter of Credit
      is subject to renewal on the same terms as the unamended Initial Letter of
      Credit for additional terms extending through and including June 30, 2012,
      or, if earlier, 18 months after the Cutoff
Date.





3.4
            On
      the Effective Date, (a) each Credit Party shall be in compliance with all
      of the terms and conditions on its part to be performed or observed under
      the Existing Reimbursement Agreement and each other Credit Document and
      (b) the representations and warranties set forth in Section 4 of this
      Amendment shall be true and
correct.





3.5
            The
      Lender has received, in each case in form and substance satisfactory to it
      (a) a counterpart to this Amendment, duly executed by the Lender and a
      Responsible Officer of AirTran, (b) a fully executed copy of the Twelfth
      Amendment to the Credit Card Agreement between U.S. Bank and AirTran in
      the form attached hereto as Exhibit A, (c)
      fully executed copies of such other amendments to the documents and
      instruments in respect of such Credit Card Agreement as the Lender shall
      reasonably request and (d) such other documents, instruments, certificates
      and opinions as the Lender shall reasonably
  request.





3.6
            The
      Lender has received the Facility Fee payment that is due and payable on
      October 1, 2009 under Section 2.03(c)(i) of the Reimbursement
      Agreement.





4.
            REPRESENTATIONS
      AND WARRANTIES





AirTran
hereby represents and warrants as follows on the date hereof and as of the
Effective Date:





4.1
            Each
      Credit Party has the right, power, and authority and has taken all
      necessary corporate and other action to authorize the execution and
      delivery of this Amendment and performance of this Amendment and the
      Reimbursement Agreement and the transactions contemplated hereby and
      thereby.












4.2
            This
      Agreement and the Reaffirmation of Guarantee have been duly executed and
      delivered by a Responsible Officer of AirTran and Holdings, respectively,
      and this Amendment, the Reimbursement Agreement and each other Credit
      Document constitutes the legal, valid and binding obligation of each
      Credit Party party thereto, in accordance with its respective terms,
      except as such enforceability may be limited by applicable Debtor Relief
      Laws or equitable principles relating to
  enforceability.





4.3
            Each
      of the representations and warranties set forth in the Reimbursement
      Agreement and each other Credit Document are true and correct in all
      material respects, except to the extent such representations and
      warranties specifically refer to an earlier date, in which case such
      representations and warranties shall be true and correct on such earlier
      date.





4.4
            No
      Default or Event of Default has occurred and is continuing as of the date
      hereof or would result after giving effect to the transactions
      hereunder.





4.5
            Each
      Credit Party is current on all payment obligations owing to the Lender,
      its Subsidiaries and any Affiliate
thereof.





4.6
            No
      payment default, any other material default or General Triggering Event
      has occurred under any Credit Card
Agreement.





4.7
            No
      event specified in Section 3.03(o) of the Reimbursement Agreement has
      occurred and is continuing.





4.8
            Other
      than for payments actually made on account thereof, there are no claims,
      counterclaims or setoffs against or defenses to the claims of the Lender
      against any Credit Party under the Reimbursement Agreement or any other
      Credit Document.





5.
            EFFECT
      OF AMENDMENT; RATIFICATION





Except as
expressly amended hereby as of the Effective Date, the Existing Reimbursement
Agreement and all other Credit Documents (including, without limitation, all
representations, warranties, terms, covenants and conditions thereof) shall
continue to be and shall remain unamended, not waived and in full force and
effect; provided that,
as of the Effective Date (w) each reference herein, in the Existing
Reimbursement Agreement and in the other Credit Documents to “Credit Documents”
shall be deemed to include this Amendment, (x) each reference to the
“Reimbursement Agreement” in any of the Credit Documents shall be deemed to be a
reference to the Existing Reimbursement Agreement as amended by this Amendment
and (y) each reference in the Existing Reimbursement Agreement to “this
Agreement”, “this Reimbursement Agreement”, “hereof”, “herein” or words of
similar effect in referring to the Reimbursement Agreement shall be deemed to be
references to the Existing Reimbursement Agreement as amended by this Amendment
and (z) the fourth and fifth Recital paragraphs in the Existing Reimbursement
Agreement shall be construed in accordance with the terms of this
Amendment.












6
            MISCELLANEOUS





6.1
            This
      Amendment may be executed by the parties hereto in any number of separate
      counterparts, each of which when so executed and delivered shall be an
      original, but all such counterparts shall together constitute but one and
      the same instrument.





6.2
            Any
      provision of this Amendment which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability shall not
      invalidate or render unenforceable such provision in any other
      jurisdiction.





6.3
            This
      Amendment shall be governed by, and construed in accordance with, the law
      of New York applicable to agreements made and to be performed entirely
      within such state. The provisions of Sections 9.12 and 9.13 of the
      Reimbursement Agreement are incorporated herein by reference mutatis
      mutandis.





6.4
            AirTran
      shall reimburse the Lender and any Affiliate of the Lender for the
      reasonable out-of-pocket costs and expenses (including Attorney Costs)
      incurred in connection with the negotiation, preparation and execution of
      this Amendment.





[Remainder of Page Intentionally Left
Blank.]








IN WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written.





AirTran:
              
              AIRTRAN
      AIRWAYS, INC.
              
              
              
              
              By:____________________________
              Name:
              Title:
            Lender:
              
              BANK OF UTAH, not in its
      individual capacity, but solely as Trustee
              
              
              
              By:__________________________
              Name:
              Title:








Acknowledged
and Agreed


As of
this 26th day
of September, 2009





BANK OF UTAH, not in its
individual


capacity,
but solely as Security Trustee








By:____________________________


Name:


Title:











EXHIBIT
A





FORM
OF TWELFTH AMENDMENT TO U.S. BANK CREDIT CARD AGREEMENT