AMENDMENT NO. 11

Exhibit 10.11

AMENDMENT NO. 11

THIS AMENDMENT NO. 11 dated July 3, 2003, is made by and between XXXXXXXXX XXXXXXX CORPORATION a wholly owned subsidiary of THE BOEING COMPANY (Seller), having an office in the City of Long Beach, State of California, and AIRTRAN AIRWAYS, INC. (Buyer), having its executive offices in the City of Orlando, State of Florida.

WITNESSETH:

In consideration of the mutual covenants herein, Buyer and Seller agree to amend Purchase Agreement DAC 95-40-D dated December 6, 1995, as amended by Amendment No. 10 dated November 14, 2002, as follows:

1. Seller and Buyer have agreed to cancel the six (6) Option Aircraft, further described in Amendment No. 5 to Letter Agreement No. 1 to Purchase Agreement DAC 95-40-D as Option Aircraft Numbers 23 through 28 with scheduled months of delivery of July 2005, August 2005, September 2005, April 2005, May 2005, and June 2005, respectively. Seller has agreed to sell and Buyer has agreed to purchase six (6) aircraft to be delivered in May, August, October and November 2004, and January and March 2005, respectively. The six Aircraft will be delivered to Buyer in the configuration as shown in Exhibit A1. The Purchase Agreement is amended and supplemented as follows:

1.1. Aircraft Description. Seller will manufacture and sell to Buyer, and Buyer will purchase from Seller, the Aircraft described as Buyer’s Aircraft Nos. 61 through 66 in Paragraph 1 of Section C of Article 6 of the Purchase Agreement (the Delivery Schedule), attached hereto and made a part hereof.

1.2. Price. The Aircraft Basic Price for the Aircraft as set forth in the Purchase Agreement shall be increased by an amount of $83,400 for incorporation of the following features;

Feature		Title		Price (1995$ STE)
G3131S013		Incorporation of Flight Data Recorder with 88 Parameter Recording Capability		$	61,800
G5254S001A		Installation of a Flight Compartment Entrance Door with Enhanced Security Capabilities		$	14,200
X0000X000		Installation of an Electronic Access System on the Enhanced Cockpit Door		$	7,400

1.3 The Advance Payment Base Price for the Aircraft is as set forth in the Purchase Agreement.

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2. Article 2., entitled SUBJECT MATTER OF SALE, is hereby amended to delete paragraphs A. and C. in their entirety and the following is inserted in lieu thereof to add the six (6) Aircraft.

“A. Seller shall manufacture, sell and deliver to Buyer, and Buyer shall purchase from Seller, under the terms and subject to the conditions set forth in this Agreement, fifty-seven Model 95-30 aircraft conforming to the Detail Specification which consists of DS9530A dated 05 January 1995 as amended by the SCN’s set forth in Exhibits A1 and A2 hereto and as may be further modified in accordance with the provisions of the article entitled DETAIL SPECIFICATION CHANGES.

B. During the manufacture of the Aircraft by Seller, Buyer shall be required to provide information concerning the configuration of the Aircraft, including, but not limited to, interior arrangement, special features, and the selection of materials and colors. Seller shall provide Buyer reasonable notice relative to the dates when such information is required and Buyer shall provide such information by the dates so specified. In the event Buyer fails to perform in accordance with the dates provided by Seller, Seller shall have the same rights as those specified in paragraph F. of the article entitled BUYER FURNISHED OR DESIGNATED EQUIPMENT.

C. In the event of any conflict or inconsistency between any provisions of this Agreement (excluding Exhibit A and Exhibits A1 and A2 hereto) and the Detail Specification, the provisions of this Agreement shall apply.”

3. Delivery Schedule. Article 6., entitled DELIVERY, is hereby amended to delete paragraph C.1. Delivery in its entirety and the following is inserted in lieu thereof to add aircraft numbers 61 through 66 with delivery months of May, August, October and November, 2004, and January and March 2005, respectively.

“C. Delivery

1. On the first business day after technical acceptance pursuant to paragraph B.3. or B.4. above, but no earlier than the later of the issuance of an FAA Certificate of Airworthiness for the Aircraft or the first business day of the scheduled month of delivery, Buyer shall accept delivery of the Aircraft by endorsement of Section B of a Certificate of Technical Acceptance and Delivery for such Aircraft. Delivery shall be made at Long Beach, California, or any other location mutually agreed by Buyer and Seller. The scheduled months of delivery of the Aircraft are as follows:

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Buyer’s Aircraft Number		Delivery Month		Configuration Exhibit
1		Sep 1999		A1
2		Sep 1999		A1
3		Oct 1999		A1
4		Oct 1999		A1
5		Nov 1999		A1
6		Nov 1999		A1
7		Dec 1999		A1
8		Dec 1999		A1
9		Jan 2000		A1
10		Mar 2000		A1
11		May 2000		A1
12		Jul 2000		A1
13		Sep 2000		A1
14		Oct 2000		A1
15		Nov 2000		A1
16		Dec 2000		A1
17		Jan 2001		A1
18		Feb 2001		A1
19		Mar 2001		A1
20		Apr 2001		A1
21		May 2001		A1
22		Jun 2001		A1
23		Jul 2001		A1
24		Aug 2001		A1
25		Sep 2001		A1
26		Oct 2001		A1
27		Nov 2001		A1
51		Dec 2001		A1
28		Dec 2001		A1
52		Dec 2001		A1
29		Jan 2002		A1
30		Feb 2002		A1
31		Mar 2002		A1
54		Apr 2002		A2
32		May 2002		A1
55		May 2002		A2
56		Jun 2002		A2
57		Jun 2002		A2
33		Jul 2002		A1
37		Jul 2002		A2
58		Aug 2002		A2
59		Aug 2002		A2

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Buyer’s Aircraft Number		Delivery Month		Configuration Exhibit
34		Sep 2002		A1
35		Oct 2002		A1
36		Oct 2002		A2
60		Oct 2002		A2
38		Nov 2002		A2
40		Nov 2002		A1
39		Dec 2002		A2
41		Dec 2002		A1
53		Jan 2003		A1
61		May 2004		A1
62		Aug 2004		A1
63		Oct 2004		A1
64		Nov 2004		A1
65		Jan 2005		A1
66		Mar 2005		A1

3. Payment. Buyer will make Advance Payments to Seller in the amount of ***% of the Advance Payment Base Price of each Aircraft.

3.1 These payments begin with a payment of ***% due on the date of this Agreement for each Aircraft. Additional payments for each Aircraft are due on the first business day of the months and in the amounts listed in Paragraph 2. Progress Payment Schedule One of Letter Agreement No. 36 to the Purchase Agreement.

3.2 Since the Aircraft described on the attached Delivery Schedule have a scheduled delivery month less than twenty-four (24) months from the date of this Agreement, the total amount of Advance Payments due upon the date of this Agreement will include all Advance Payments that are or were due on or before such date in accordance with Progress Payment Schedule One of Letter Agreement No. 36.

4. All of the terms of the Agreement shall remain in full force and effect, except as herein expressly changed, modified or supplemented, or except insofar as the terms thereof have been completed, performed or complied with prior to the date hereof.

*** 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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For convenience only, insert pages reflecting the affects of this Amendment are attached hereto. In the event of any conflict between the Agreement and the insert pages attached, the terms and conditions of this Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 11 to be executed as of the date first above written by their officers or agents thereunto duly authorized.

AGREED AND ACCEPTED:

AIRTRAN AIRWAYS, INC.

Signature: /s/ Xxxxxxx X. Xxxxxxx

Printed Name: Xxxxxxx X. Xxxxxxx

Title: Sr. V.P.

XXXXXXXXX XXXXXXX CORPORATION

a wholly owned subsidiary of

THE BOEING COMPANY

Signature: /s/ Xxxxx X. Xxxxxx

Printed Name: Xxxxx X. Xxxxxx

Title: Attorney-in-fact

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