22,312,500 Shares AirTran Holdings, Inc. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2008 • Airtran Holdings Inc • Air transportation, scheduled • New York
AirTran Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 22,312,500 shares of its Common Stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 3,346,875 shares of its Common Stock, par value $0.001 per share (the “Additional Shares”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock, par value $0.001 per share of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.”
PLEDGE AND ESCROW AGREEMENT by and among AIRTRAN HOLDINGS, INC., as Pledgor, and Dated as of April 30, 2008Pledge and Escrow Agreement • May 2nd, 2008 • Airtran Holdings Inc • Air transportation, scheduled • New York
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of April 30, 2008, is by and among AirTran Holdings, Inc. (the “Company”), as pledgor, U.S. Bank National Association, not in its individual capacity but solely as trustee under the Indenture referred to below (the “Trustee”), and U.S. Bank National Association, in its capacity as escrow agent (the “Escrow Agent”).
AirTran Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2008 • Airtran Holdings Inc • Air transportation, scheduled • New York
AirTran Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule II hereto (the “Securities”), to be issued under the indenture specified in Schedule II hereto (the “Indenture”) between the Company and the Trustee identified in such Schedule (the “Trustee”). If the firm or firms listed in Schedule I hereto include only the Managers listed in Schedule II hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms. The Securities will be convertible into shares of common stock of the Company, par value $0.001 per share (the “Underlying Securities”).
FIRST SUPPLEMENTAL INDENTURE by and between AIRTRAN HOLDINGS, INC., AS ISSUER AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 5.50% CONVERTIBLE SENIOR NOTES DUE 2015 DATED AS OF APRIL 30, 2008 SUPPLEMENTAL TO SENIOR INDENTURE FOR SENIOR DEBT SECURITIES...First Supplemental Indenture • May 2nd, 2008 • Airtran Holdings Inc • Air transportation, scheduled • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 30, 2008 (the “First Supplemental Indenture”), is between AIRTRAN HOLDINGS, INC., a Nevada corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity and not in its individual capacity, the “Trustee”).
