AIRTRAN HOLDINGS, INC. WARRANTS TO PURCHASE SHARES OF COMMON STOCK REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2009 • Airtran Holdings Inc • Air transportation, scheduled • New York
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:
WARRANT AGREEMENT Dated as of October 31, 2008 Warrants to Purchase Shares of Common Stock Par Value $.001 Per ShareWarrant Agreement • February 13th, 2009 • Airtran Holdings Inc • Air transportation, scheduled • New York
THIS WARRANT AGREEMENT (“Warrant Agreement”), dated as of October 31, 2008 (the “Closing Date”) is executed and delivered by AirTran Holdings, Inc., a Nevada corporation (together with any successor thereto, the “Company”) and Bank of Utah, not in its individual capacity, but as trustee under that certain trust agreement dated as of October 30, 2008 (the “Trustee”), as the initial holder of the Warrants (as hereinafter defined) in such trust capacity (the “Initial Holder”) for the benefit of the Initial Holder and any subsequent registered holders (the “Holders”) from time to time of the Warrants.
