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 |                  
|1                      |  | February      2003          |                              | No. 5            
|2                      |  | Not exercised               |                              |                 
|3                      |  | April            2002       |                              | No. 7            
|4                      |  | May             2002        |                              | No. 7            
|5                      |  | June             2002       |                              | No. 7            
|6                      |  | June             2002       |                              | No. 7            
|7                      |  | December     2001           |                              | No. 6            



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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                  
|9                      |  | July                        |  | 2002                         |  | No. 7                  
|10                     |  | August                      |  | 2002                         |  | No. 7                  
|11                     |  | August                      |  | 2002                         |  | No. 7                  
|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                    |  |                              |  |                        
|31                     |  | August                      |  | 2005                         |  |                        
|21                     |  | Canceled                    |  |                              |  |                        
|27                     |  | Canceled                    |  |                              |  |                        
|32                     |  | September                   |  | 2005                         |  |                        
|22                     |  | Canceled                    |  |                              |  |                        
|28                     |  | Canceled                    |  |                              |  |                        
|23                     |  | Canceled                    |  |                              |  |                        
|24                     |  | Canceled                    |  |                              |  |                        
|25                     |  | Canceled                    |  |                              |  |                        



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 ExerciseMonth
|---------------------- |  | --------------------------- |  | --------------------
|1                      |  | February                    |  | 2003                
|2                      |  | June                        |  | 2003                
|3                      |  | November                    |  | 2003                
|4                      |  | December                    |  | 2003                
|5                      |  | January                     |  | 2004                
|6                      |  | February                    |  | 2004                
|7                      |  | March                       |  | 2004                
|8                      |  | April                       |  | 2004                
|9                      |  | May                         |  | 2004                
|10                     |  | June                        |  | 2004                
|11                     |  | July                        |  | 2004                
|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                    |  |                     
|31                     |  | August                      |  | 2005                
|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 Monthof Delivery             |  | Option ExerciseMonth
|---------------------- |  | -------------------------------------- |  | --------------------
|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.



AIRTRAN AIRWAYS, INC.Signature

/s/ Richard P. MagurnoPrinted Name

Richard P. MagurnoTitle

Sr. V.P.MCDONNELL DOUGLAS CORPORATIONa wholly-owned subsidiary ofTHE BOEING COMPANYSignature

/s/ Scott S. MasseyPrinted Name

Scott S. MasseyTitle

Attorney-In-FactDate

July 3, 2003




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