Exhibit
10.64




AIRTRAN
HOLDINGS, INC.




WARRANTS
TO PURCHASE


SHARES
OF COMMON STOCK




REGISTRATION
RIGHTS AGREEMENT






October
31, 2008




Bank of
Utah, as trustee


200 East
South Temple


Suite
210


Salt Lake
City, Utah   84111


Attention:  Corporate
Trust Department




Ladies
and Gentlemen:




Pursuant to (i) an Amended
and Restated Revolving Line of Credit and Reimbursement Agreement (the
“Credit
Agreement”)
dated October 31, 2008 by and among AirTran Airways, Inc. (“Airways”), AirTran Holdings, Inc.
(the “Issuer”) and Bank of Utah, not
in its individual capacity but as trustee (the “Trustee”) under that certain
Trust Agreement dated October 30, 2008,the Issuer is issuing to the
Trustee in such trust capacity as the initial holder (the “Initial Holder”), 4,700,886 warrants
(the “Warrants”) to
purchase an aggregate of Four Million Seven Hundred
Thousand Eight Hundred Eighty-Six (4,700,886) shares
of the Issuer’s common stock, par value $0.001 per share (the “Common Stock”).  As
an inducement to the Initial Holder to enter into the Credit Agreement, the
Issuer agrees with the Initial Holder, for the equal and ratable benefit of the
Holders of the Warrants as follows:




1.  Definitions




Capitalized
terms not otherwise defined herein shall have the respective meanings ascribed
to them in the Warrant Agreement.  As used in this Agreement, the
following terms shall have the following
meanings:




Agreement:This Registration Rights Agreement, dated as of the Closing Date, among
the Issuer and the Initial Holder.




Business
Day:A day that is not a Saturday, a Sunday or a day on which banking
institutions in the City of New York are authorized or required by law or
executive order to be closed.




Closing Date:October 31, 2008.




Common
Stock:See the first introductory paragraph to this
Agreement.











Credit
Agreement:See the first introductory paragraph to this
Agreement.




Day:Unless otherwise expressly provided, a calendar day.




Effectiveness
Date:The 240th day after the Closing Date.




Effectiveness Period:SeeSection
2(a).




Exchange
Act:The Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.




Exercise
Date:The date on which the Warrants are first exercisable.




Filing
Date:The 180th day after the Closing Date.




Holder:A registered holder of Registrable Securities.




Indemnified Party:SeeSection
4(c).




Indemnifying Party:SeeSection
4(c).




Initial
Holder:See the first introductory paragraph to this
Agreement.




Issuer:See the first introductory paragraph to this Agreement.




NASD:National Association of Securities Dealers, Inc.




Person:An individual, trustee, corporation, partnership, limited liability
company, joint stock company, trust, unincorporated association, union, business
association, firm, government or agency or political subdivision thereof, or
other legal entity.




Piggy-Back Registration:SeeSection
2(b).




Prospectus:The prospectus included in any Registration Statement with respect to the
terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as such prospectus may be amended or supplemented,
including, without limitation, as such prospectus may be amended pursuant to
Rule 424(b) promulgated under the Securities Act.




Registrable
Securities:Any of (i) the Warrant Shares (whether or not the related
Warrants have been exercised), or (ii) any other securities issued or issuable
with respect to any Warrant Shares by way of stock dividends or stock splits or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise.  As to any
particular Registrable Securities, such securities shall cease to be Registrable
Securities when (i) such securities shall have been disposed of by the holder
thereof pursuant to a Registration Statement that has been declared effective








2




under the
Securities Act, (ii) such securities are eligible for sale to the public by
non-affiliates of the Issuer pursuant to Rule 144 by the holder thereof without
being subject to volume limitations, or (iii) such securities shall have
otherwise been transferred by the holder thereof in compliance with the
Securities Act and any applicable state securities laws and new certificates for
such securities not bearing a legend restricting further transfer shall have
been delivered by the Issuer or its transfer agent or direct registration or
other book entry registration of such securities without reference to any
restriction restricting further transfer shall have been effected by the Issuer
or its transfer agent.  For the avoidance of doubt, if at any time
after the Warrants comply with clause (ii) above, if at such time there are no
outstanding Warrant Shares which were exercised other than by the cashless
exercise feature of such Warrants, then the parties agree that the provisions of
clause (ii) shall be satisfied if such Warrant Shares issuable upon the future
exercise of such Warrants pursuant to such cashless exercise provision would
then otherwise meet the requirements for sale by non-affiliates pursuant to Rule
144 without volume limits.




Registrable
Shares:Any of (i) the Warrant Shares (whether or not the related
Warrants have been exercised), and (ii) any other securities issued or issuable
with respect to any Warrant Shares by way of stock dividends or stock splits or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise.  As to any
particular Registrable Shares, such securities shall cease to be Registrable
Shares when (i) such securities shall have been disposed of by the holder
thereof pursuant to a Registration Statement that has been declared effective
under the Securities Act, (ii) such securities are eligible for sale to the
public by non-affiliates of the Issuer pursuant to Rule 144 by the holder
thereof without being subject to volume limitations, or (iii) such securities
shall have otherwise been transferred by the holder thereof in compliance with
the Securities Act and any applicable state securities laws and new certificates
for such securities not bearing a legend restricting further transfer shall have
been delivered by the Issuer or its transfer agent or direct registration or
other book entry registration of such securities without reference to any
restriction restricting further transfer shall have been effected by the Issuer
or its transfer agent.




Registration Expenses:SeeSection
3.




Registration
Statement:Any registration statement filed under the Securities Act
covering the Registrable Securities.




Rule
144:Rule 144 promulgated under the Securities Act, as such rule may be
amended from time to time.




Rule
415:Rule 415 promulgated under the Securities Act, as such rule may be
amended from time to time.




SEC:The United States Securities and Exchange Commission.




Securities:The Warrants and the Warrant Shares.








3




Securities
Act:The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.




Selling
Holder:A Holder of Registrable Securities who is selling Registrable
Securities in accordance with Section 2
hereof.




Underwritten
Registration or Underwritten Offering:A registration in which securities
of the Issuer are sold to an underwriter for reoffering to the
public.




Warrant
Agreement:The Warrant Agreement, dated as of the Closing Date, between
the Issuer and Bank of Utah, as Trustee.




Warrant
Shares:The shares of Common Stock issuable upon exercise of the
Warrants.




Warrants:See the first introductory paragraph to this Agreement.




2.  Registration
of Registrable Securities




(a)  Shelf Registration of
Registrable Securities.




(i)  The Issuer shall (x)
prepare and file with the SEC promptly after the date hereof, but in no event
later than the Filing Date, a “shelf” Registration Statement pursuant to Rule
415 (the“Shelf
Registration Statement”) covering resales of the Registrable Securities
(the “Registration”),
(y) use its best efforts to cause such Shelf Registration Statement to be
declared effective under the Securities Act as promptly as practicable after the
filing thereof, but in no event later than the Effectiveness Date and (z) use
its best efforts to keep the Shelf Registration Statement effective until
October 31,
2013 or such
shorter period that will terminate when (I) all of the Registrable Securities
have been sold pursuant to a Registration Statement or (II) all the outstanding
Securities cease to be Registrable Securities (the “Effectiveness
Period”).  Notwithstanding an early termination pursuant to
Section 2(a)(i)(z)(II), the Issuer’s registration obligations under this Section
2(a)(i) shall be immediately reinstated if at any time during the term of this
Agreement Warrants or Warrant Shares once again become Registrable Securities,
because they are no longer eligible for sale to the public by non-affilates of
the Issuer pursuant to Rule 144 by the holder thereof without being subject to
volume limitations, provided that in the case of any reinstated registration
obligation Issuer shall have 30 days to file and have declared effective any
such Registration Statement, before the failure to file and maintain a
Registration Statement shall be a Registration Default.  The Issuer
shall provide to each Holder of Registrable Securities copies of the Prospectus
that is a part of the Shelf Registration Statement, notify each such Holder of
Registrable Securities when the Shelf Registration Statement has become
effective and take such other actions as are required to permit unrestricted
resales of the Registrable Securities.  The Issuer shall require a
Selling Holder that sells Registrable Securities pursuant to the Shelf
Registration Statement to be named as a Selling Holder in the related prospectus
and to deliver a prospectus to purchasers, and any such Selling Holder shall be
bound by the provisions of this Agreement that are applicable to such Selling
Holder (including certain indemnification rights and
obligations).  Each Selling Holder shall deliver information to be
used in connection with the Shelf Registration Statement within the time period
set forth in this Agreement in order to have its Registrable Securities included
in the Shelf Registration Statement.







4




(ii)  If the Registration, or
any Subsequent Registration (as defined below) ceases to be effective for any
time during the Effectiveness Period, the Issuer shall use its commerciallyreasonable efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within 30 days of
such cessation of effectiveness amend such Registration Statement if and to the
extent such amendment can be reasonably expected to obtain the withdrawal of the
order suspending the effectiveness thereof, or the Issuer shall use its best
efforts to file an additional “shelf” Registration Statement (a “Subsequent Registration
Statement”) pursuant to Rule 415 covering all of the Registrable
Securities (a “Subsequent
Registration”) on or prior to 90 days after such cessation of
effectiveness and to cause the Subsequent Registration Statement to be declared
effective on or prior to 180 days after such cessation of
effectiveness.  Upon a Subsequent Registration Statement being
declared effective, the Issuer shall use its best efforts to keep such
Subsequent Registration Statement continuously effective for a period equal to
the number of days in the Effectiveness Period less the aggregate number of days
during which the Registration Statement, and any Subsequent Registration, was
previously effective.




(b)  Piggy-Back Registration of
Registrable Warrant Shares.




(i)  If at any
time after the Closing Date and prior to the Filing Date the Issuer proposes to
file a registration statement under the Securities Act with respect to an
offering by the Issuer for its own account or for the account of any holders of
its Common Stock (other than (x) a registration statement on Form S-4 or Form
S-8 (or any substitute form that may be adopted by the SEC) or (y) a
registration statement filed in connection with an exchange offer or offering of
securities solely to the Issuer's existing security holders), then the Issuer
shall give written notice of such proposed filing to the Holders of Registrable
Shares as soon as practicable (but in no event fewer than 30 days before the
anticipated filing date), and such notice shall offer such Holders the
opportunity to register such number of Registrable Shares as each Holder of
Registrable Shares may request in writing within 20 days after receipt of such
written notice from the Issuer (which request shall specify the Registrable
Shares intended to be disposed of by such Selling Holder and the intended method
of distribution thereof) (a “Piggy-Back
Registration”).  The Issuer shall use its reasonable best
efforts to keep such Piggy-Back Registration continuously effective under the
Securities Act until at least the earlier of (x) the end of the Effectiveness
Period or (y) the consummation of the distribution by the Selling Holders of all
of the Registrable Shares covered thereby.  The Issuer shall use its
reasonable efforts to cause the managing underwriter or underwriters, if any, of
such proposed offering to permit the Registrable Shares requested to be included
in a Piggy-Back Registration to be included on the same terms and conditions as
any similar securities of the Issuer or any other security holder included
therein and to permit the sale or other disposition of such Registrable Shares
in accordance with the intended method of distribution thereof.








5


(ii)  Priority in Piggy-Back
Registration.  In a registration pursuant to this Section 2(b)
involving an underwritten offering, if the managing underwriter or underwriters
of such underwritten offering have informed, in writing, the Issuer and the
Selling Holders requesting inclusion in such offering that in such
underwriter's or underwriters’ opinion the total number of securities which the
Issuer, the Selling Holders and any other Persons desiring to participate in
such registration intend to include in such offering is such as to adversely
affect the success of such offering, including the price at which such
securities can be sold, then the Issuer will be required to include in such
registration only the amount of securities which it is so advised should be
included in such registration.  In such event: (x) in cases initially
involving the registration for sale of securities for the Issuer’s own account,
securities shall be registered in such offering in the following order of
priority: (i) first, the securities which the Issuer proposes to register, (ii)
second, provided that no securities proposed to be registered by the Issuer have
been excluded from such registration, the securities that have been requested to
be included in such registration by the Selling Holders, and (iii) third,
provided that no securities sought to be included by the Selling Holders have
been excluded from such registration, the securities of other Persons entitled
to exercise “piggy-back” registration rights pursuant to contractual commitments
of the Issuer (pro rata based on the amount of securities sought to be
registered by such Persons); and (y) in cases not initially involving the
registration for sale of securities for the Issuer’s own account, securities
shall be registered in such offering in the following order of priority: (i)
first, the securities of any Person whose exercise of a “demand” registration
right pursuant to a contractual commitment of the Issuer is the basis for the
registration, (ii) second, provided that no securities of any Person whose
exercise of a “demand” registration right pursuant to a contractual commitment
of the Issuer is the basis for such registration have been excluded from such
registration, the securities requested to be included in such registration by
the Selling Holders pursuant to this Agreement, (iii) third, provided that no
securities sought to be included by the Selling Holders or such Persons have
been excluded from such registration, securities of other Persons entitled to
exercise “piggy-back” registration rights pursuant to contractual commitments of
the Issuer (pro rata based on the amount of securities sought be registered by
such Persons) and (iv) fourth, provided that no securities sought to be included
by other Persons entitled to exercise “piggy-back” registration rights pursuant
to such contractual commitments have been excluded from such registration, any
securities which the Issuer proposes to register.




(iii)  Suspension of Sales,
etc.  During any consecutive 365-day period, the Issuer shall
be entitled to suspend the availability of the Piggy-Back Registration for up to
two 45 consecutive-day periods (except during the 45 consecutive-day period
immediately prior to the Filing Date) if the Board of Directors of the Issuer
determines in good faith that the effectiveness of, or sales pursuant to, such
Piggy-Back Registration would materially impede, delay or interfere with any
significant financing, offer or sale of securities, acquisition, corporate
reorganization or other significant transaction involving the Issuer or any of
its affiliates.  If the Issuer shall so postpone the effectiveness of,
or suspend the rights of any Selling Holders to make sales pursuant to, a
Piggy-Back Registration, it shall, as promptly as possible, notify any Selling
Holders of such determination, and the Selling Holders shall (y) have the right,
in the case of a postponement of the effectiveness of a Piggy-Back Registration,
upon the affirmative vote of Selling Holders of not less than a majority of the
Registrable Warrant Shares to be included in such Piggy-Back Registration, to
withdraw the request for registration by giving written notice to the Issuer
within 20 days after receipt of such notice or (z) in the case of a suspension
of the right to make sales, receive an extension of the registration period
referred to in Section
2(a) hereof equal to the number of days of the suspension.






6


(iv)  Any
Selling Holder shall have the right to withdraw its request for inclusion of its
Registrable Shares in any Piggy-Back Registration pursuant to this Section 2(b) by
giving written notice to the Issuer of its request to withdraw at any time prior
to the filing of such Piggy-Back Registration with the SEC.  The
Issuer will pay all Registration Expenses in connection with each registration
of Registrable Shares requested pursuant to this Section 2(b), and
each Holder of Registrable Shares shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
the Registrable Shares of such Holder of Registrable Shares pursuant to a
Piggy-Back Registration effected pursuant to this Section
2(b).




(v)  Exclusion of Registrable
Shares.  The Issuer shall not be required by this Section 2(b) to
include Registrable Shares in a Piggy-Back Registration if (i) in the written
opinion of outside counsel to the Issuer, addressed to the holders of
Registrable Shares and delivered to them, the Holders of such Registrable Shares
seeking registration would be free to sell all such Registrable Shares within
the current calendar quarter, without registration, under Rule 144, which
opinion may be based in part upon the representation by the Holders of such
Registrable Shares seeking registration, which representation shall not be
unreasonably withheld, conditioned or delayed that each such Holder is not an
affiliate of the Issuer within the meaning of the Securities Act, and (ii) all
requirements under the Securities Act for effecting such sales are satisfied at
such time.




(vi)  No Special
Audit.  The Issuer shall not be obligated to cause any special
audit to be undertaken in connection with any Piggy-Back Registration unless (x)
such special audit is requested by the underwriters with respect to such
Piggy-Back Registration or (y), if such Piggy-Back Registration does not involve
an underwritten offering, such special audit is requested by the Selling Holders
of not less than a majority of the Registrable Shares.




(c)  Obligations
of Selling Holders.  The Issuer’s
obligations under thisSection
2shall be
subject to the obligations of the Selling Holders, which the Selling Holders
hereby acknowledge, tofurnish all information and materials and to take
any and all actions as may be required under applicable requirements of the SEC
and to obtain an acceleration of the effective date of a Registration
Statement.




3.  Registration
Expenses.  Except as set forth in Section 2(b)(iv), all
fees and expenses incident to the performance of or compliance with this
Agreement (the “Registration Expenses”) shall be borne by the Issuer, whether or
not a Registration Statement is filed or becomes effective, including, without
limitation, (i) all registration and filing fees, including, without limitation,
(A) fees with respect to filings required to be made with the NASD in connection
with any underwritten offering and (B) fees and expenses of compliance with
state securities or Blue Sky laws, (ii) printing expenses, including, without
limitation, expenses of printing Prospectuses if the printing of Prospectuses is
requested by the managing underwriter or underwriters, if any, (iii) messenger,
telephone and delivery expenses incurred in connection with the performance of
its obligations hereunder, (iv) fees and disbursements of counsel for the
Issuer, (v) rating agency fees, (vi) Securities Act liability insurance, if the
Issuer desires such insurance, (vii) fees and expenses of all other Persons
retained by the Issuers, (viii) internal expenses of






7


the
Issuer (including, without limitation, all salaries and expenses of officers and
employees of the Issuer performing legal or accounting duties), (ix) the expense
of any annual audit, (x) the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange and (xi)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, securities sales agreements,
indentures and any other documents necessary in order to comply with this
Agreement; provided,
however, that in the case of any underwritten offering, in no event shall
the Issuer be responsible for any underwriting discounts and commissions of any
Selling Holder.




4.  Indemnification




(a)  Indemnification by the
Issuer.  The Issuer shall without limitation as to time,
indemnify and hold harmless each Holder of Registrable Securities, each Person,
if any, who controls each such Holder (within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act) and the officers, directors
and partners of each such Holder and controlling person, to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable costs of preparation and reasonable
attorneys’ fees and disbursements as provided in this Section 4) and
expenses (including, without limitation, costs and expenses incurred in
connection with investigating, preparing, pursuing or defending against any of
the foregoing) (collectively, “Losses”), as incurred,
directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus, any issuer free writing
prospectus or in any amendment or supplement thereto, or in any preliminary
prospectus, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, except
insofar as such Losses are solely based upon information relating to such Holder
and furnished in writing to the Issuer by such Holder or its counsel expressly
for use therein.  The Issuer shall also indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers, directors, agents and
employees and each Person who controls such Persons (within the meaning of
Section 5 of the Securities Act or Section 20(a) of the Exchange Act) to the
same extent as provided above with respect to the indemnification of the
Holders.




(b)  Indemnification
by Holders.  In connection
with any Registration Statement, Prospectus, any issuer free writing prospectus,
any amendment or supplement thereto, or any preliminaryprospectus in
which a Holder is participating, such Holder shall furnish to the Issuer in
writing such information as the Issuer reasonably requests for use in connection
with any Registration Statement, Prospectus, any amendment or supplement
thereto, or any preliminary prospectus and shall, without limitation as to time,
indemnify and hold harmless the Issuer, its directors and each Person, if any,
who controls the Issuer (within the meaning of Section 15 of the Securities Act
and Section 20(a) of the Exchange Act), and the directors, officers, employees,
agents, and partners of such controlling
persons, to the fullest extent lawful, from and against all Losses arising out
of or based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus, any issuer free writing
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading to the
extent (but only to the extent) that such Losses are finally judicially
determined by a court of competent jurisdiction (which determination is not
subject to appeal) to have resulted solely from an untrue statement or alleged
untrue statement of a material fact or omission or alleged omission of a
material fact contained in or omitted from any information so furnished in
writing by such Holder to the Issuer expressly for use
therein.  Notwithstanding the foregoing, in no event shall the
liability of any selling Holder be greater in amount than the dollar amount of
the proceeds (net of payment of all expenses) received by such Holder upon the
sale of the Registrable Securities giving rise to such indemnification
obligation.






8


(c)  Conduct of Indemnification
Proceedings.  If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the party or parties from which such
indemnity is sought (an “Indemnifying Party”) in
writing; provided, that
the failure to so notify the Indemnifying Parties shall not relieve the
Indemnifying Parties from any obligation or liability except to the extent (but
only to the extent) that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal) that the
Indemnifying Parties have been prejudiced materially by such
failure.




The
Indemnifying Party shall have the right, exercisable by giving written notice to
an Indemnified Party, within 20 Business Days after receipt of written notice
from such Indemnified Party of such Proceeding, to assume, at its expense, the
defense of any such Proceeding, provided, that an
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or parties
unless: (1) the Indemnifying Party has agreed to pay such fees and expenses; or
(2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding or shall have failed to employ counsel reasonably satisfactory
to such Indemnified Party; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party or any of its affiliates or controlling persons, and such
Indemnified Party shall have been advised by counsel that there may be one or
more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such
affiliate or controlling person (in which case, if such Indemnified Party
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnifying Party; it
being understood, however, that, the Indemnifying Party shall not, in connection
with any one such Proceeding or separate but substantially similar or related
Proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses or more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).






9


No
Indemnifying Party shall be liable for any settlement of any such Proceeding
effected without its written consent, which shall not be unreasonably withheld,
but if settled with its written consent, or if there be a final judgment for the
plaintiff in any such Proceeding, each Indemnifying Party jointly and severally
agrees, subject to the exceptions and limitations set forth above, to indemnify
and hold harmless each Indemnified Party from and against any and all Losses by
reason of such settlement or judgment.  The Indemnifying Party shall
not consent to the entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to each Indemnified Party of a release, in form and substance
satisfactory to the Indemnified Party, from all liability in respect of such
Proceeding for which such Indemnified Party would be entitled to indemnification
hereunder (whether or not any Indemnified Party is a party
thereto).




(d)  Contribution.  If
the indemnification provided for in this Section 4 is
unavailable to an Indemnified Party or is insufficient to hold such Indemnified
Party harmless for any Losses in respect of which this Section 4 would
otherwise apply by its terms (other than by reason of exceptions provided in
this Section
4), then each applicable Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall have a joint and several obligation to contribute to
the amount paid or payable by such Indemnified Party as a result of such Losses,
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party, on the one hand, and such Indemnified Party, on the other
hand, in connection with the actions, statements or omissions that resulted in
such Losses as well as any other relevant equitable
considerations.  The relative fault of such Indemnifying Party, on the
one hand, and Indemnified Party, on the other hand, shall be determined by
reference to, among other things, whether any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
relates to information supplied by such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent any such statement or omission.  The
amount paid or payable by an Indemnified Party as a result of any Losses shall
be deemed to include any legal or other fees or expenses incurred by such party
in connection with any Proceeding, to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
Section 4(a) or
4(b) was
available to such party.




The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4(d) were
determined by pro rata allocation or by other method of allocation that does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  Notwithstanding the provisions of this Section 4(d), a
Selling Holder shall not be required to contribute, in the aggregate, any amount
in excess of such Holder’s Maximum Contribution Amount.  A selling
Holder’s “Maximum Contribution
Amount” shall equal the excess of (i) the aggregate net proceeds received
by such Holder pursuant to the sale of such Registrable Securities over (ii) the
aggregate amount of damages that such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.






10




The
indemnity and contribution agreements contained in this Section 4 are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.




5.  Liquidated
Damages




(a)  The
Issuer acknowledges and agrees that the Holders of Registrable Securities will
suffer damages, and that it would not be feasible to ascertain the extent of
such damages with precision, if the Issuer fails to fulfill its obligation
hereunder.  Accordingly, in the event of such failure, the Issuer
agrees to pay liquidated damages to each Holder of Registrable Securities under
the circumstances and to the extent set forth below:









(i)  if the
Issuer fails to file any required Registration Statement on or prior to the
Filing Date; or




(ii)  if any
required Registration Statement is not declared effective by the SEC on or prior
to the Effectiveness Date;




(iii)  if a
Registration Statement is filed and declared effective by the SEC but thereafter
ceases to be effective or usable in connection with the resale of the
Registrable Securities without being (x) amended by an amendment which is both
filed and declared effective within 30 days of such cessation or unusability or
(y) succeeded by a Subsequent Registration Statement which is both filed and
declared effective within such 30 day period.




(each of
the foregoing a “Registration
Default”).




Upon
occurrence of any Registration Default, the Issuer shall pay, or cause to be
paid to each Holder of Registrable Securities $0.033 per Warrant Share for each
90-day period (or portion thereof) after the occurrence of a Registration
Default as liquidated damages, and not as a penalty, for each Registrable
Security owned by such Holder.




(b)  Notwithstanding
Section 5(a) of
this Agreement, the Issuer shall not be required to pay Liquidated Damages to a
Holder of Registrable Securities with respect to the Registrable Securities held
by such Holder (i) to the extent such Registrable Securities are comprised of
any securities (other than Common Stock) issued or issuable with respect to any
Warrant Shares by way of stock dividends or stock splits or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise or (ii) if the Registration Default arises by reason
of the failure of such Holder to provide information that (x) the Issuer may
reasonably request, with reasonable prior notice, for use in the Registration
Statement or any prospectus included therein to the extent the Issuer reasonably
determines that such information is required to be included therein by
applicable law or (y) the SEC may request in connection with such Registration
Statement (but only to the extent that such compliance is necessary for the
Registration Statement to be declared effective).






11


6.  Miscellaneous




(a)  No Inconsistent
Agreements.  The Issuer has not entered, as of the date hereof,
and the Issuer shall not enter, after the date of this Agreement, into any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.  Except as set forth
on Schedule
6(a) attached hereto, the Issuer has not entered into any agreement with
respect to any of its securities which will grant to any Person piggy-back
rights with respect to a Registration Statement.  The Issuer will not
enter into any agreement with respect to any of its securities which will grant
to any Person piggy-back rights that are senior to the rights granted to the
Holders under this Agreement with respect to a Registration
Statement.




(b)  Adjustments Affecting
Registrable Securities.  The Issuer shall not, directly or
indirectly, take any action with respect to the Registrable Securities that
would adversely affect the ability of the Holders to include such Registrable
Securities in a registration undertaken pursuant to this Agreement.




(c)  Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, otherwise than with the prior written
consent of, in circumstances that would adversely affect all Holders, the
Holders of a majority of the Registrable Securities (treating as outstanding for
this purpose Warrant Shares issuable on exercise of unexercised Warrants); provided, however, that Section 4 and this
Section 6(c)
may not be amended, modified or supplemented without the prior written consent
of each Holder of Registrable Securities and further provided that in
calculating whether the consent of “the Holders of a majority of Registrable
Securities” has been obtained, Registrable Securities which have been disposed
of pursuant to any Registration Statement shall be included in the calculation
of outstanding Registrable Securities to the extent such that the rights of the
Holders of such disposed Registrable Securities under Section 4 or this
Section 6(c)
would be adversely affected by any proposed amendment to Section 4 or this
Section 6(c)
and such former Holder shall have the right to provide or withhold their
consents as if such former Holders were still Holders.




(d)  Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class mail, next-day air
courier or telecopier or electronic mail as set forth in Schedule
A.




All such
notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five Business Days after being
deposited in the United States mail, postage prepaid, if mailed, one Business
Day after being timely delivered to a next-day air courier guaranteeing
overnight delivery, and when receipt is acknowledged by the addressee, if
telecopied or sent by electronic mail.




Copies of
all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee under the Warrant
Agreement at the address specified in the Warrant Agreement.






12


(e)  Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto,
including, without limitation and without the need for an express assignment,
subsequent holders of Registrable Securities.




(f)  Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in one or more counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.




(g)  Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.




(h)  Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAW THEREOF.  THE ISSUER HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS.  THE ISSUER IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY TO DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  THE ISSUER IRREVOCABLY CONSENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE ISSUER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUER IN ANY OTHER
JURISDICTION.




(i)  Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.






13


(j)  Securities Held by the
Issuer or Its Affiliates.  Whenever the consent or approval of
holders of a specified percentage of Holders is required hereunder, Registrable
Securities held by the Issuer or its affiliates (as such term is defined in Rule
405 under the Securities Act) shall not be counted in determining whether such
consent or approval was given by the Holders of such required
percentage.  The parties hereby acknowledge and agree that neither the
Initial Purchaser nor any of its affiliates is an affiliate of the
Issuer.




(k)  Third Party
Beneficiaries.  Holders of Registrable Securities are intended
third party beneficiaries of this Agreement, and this Agreement may be enforced
by such Persons.




(l)  Tax
Treatment.  The Issuer agrees that it will not treat the
Warrants as having been issued in connection with the performance of services
within the meaning of Section 83 of the Internal Revenue Code.




(m)  Entire
Agreement.  This Agreement, together with the Credit Agreement
and, the Warrant Agreement is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understanding,
correspondence, conversations and memoranda between the Initial Holder on the
one hand and the Issuer on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.




14


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.









[Signatures
on Following Pages]













































15

















AIRTRAN HOLDINGS,
INC.







By:




Name: Richard P. Magurno


Title:
SVP


















16





















ACCEPTED AND AGREED
TO:




BANK OF
UTAH not in its individual


capacity
but as trustee under that certain


Trust
Agreement dated October 30, 2008









By:




Name:


Title:
























17


SCHEDULE
A








(i)  If to a
Holder, at the most current address of such Holder set forth on the records of
the Registrar of the Warrants or Convertible Notes, as the case may be, with a
copy in like manner;




(ii)  if to the
Initial Holder, as follows:




Bank of
Utah, as trustee


200 East
South Temple


Suite
210


Salt Lake
City, Utah   84111


Attention:  Brett
R. King


Facsimile
No.:  (801) 746-3519




with a
copy to:




Winston
& Strawn LLP


35 West
Wacker Drive


Chicago,
Illinois   60601-9703


Attention:
Michael P.
O’Brien,Esq.


Facsimile
No.:  (312) 558-5700




(iii)  if to the
Issuer, as follows:




AirTran
Holdings, Inc.


9955
AirTran Boulevard


Orlando,
Florida   32827


Attention:  Treasurer




with a
copy to:




Smith,
Gambrell & Russell, LLP


1230
Peachtree Street


Promenade
II, Suite 3100


Atlanta,
Georgia   30309-3592


Attention:Howard
E. Turner, Esq. or


M. Timothy Elder, Esq.