LOAN AGREEMENT [N336AT]

Loan Agreement

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AIRTRAN AIRWAYS, INC | ROYAL BANK OF SCOTLAND PLC NEW YORK BRANCH

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Title: LOAN AGREEMENT [N336AT]
Governing Law: New York Date: 11/1/2006
Law Firm: Simpson Thacher;Smith Gambrell

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Loan Agreement EXHIBIT 10.49

EXECUTION VERSION

CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED CONFIDENTIAL INFORMATION APPEARS ON EIGHT (8) PAGES OF THIS EXHIBIT

LOAN AGREEMENT [N336AT]

dated as of August 31, 2006

among

AIRTRAN AIRWAYS, INC., as Borrower,

THE PARTIES IDENTIFIED IN SCHEDULE 1 HERETO AS LENDERS, as Lenders,

and

THE ROYAL BANK OF SCOTLAND PLC NEW YORK BRANCH, as Security Agent

One (1) Boeing model 737-7BD aircraft

equipped with

Two (2) CFM International model CFM56-7B20 engines

TABLE OF CONTENTS


1.	DEFINITIONS AND CONSTRUCTION		1

2.	SECURED LOANS; CLOSING		1

	2.1	MAKING OF LOANS; ISSUANCE OF EQUIPMENT NOTES.	1
	2.2	PROCEDURE FOR FUNDING OF SECURED LOANS.	2
	2.3	TERMS OF REPAYMENT.	4
	2.4	CLOSING.	5
	2.5	COMMITMENT TERMINATION.	6
	2.6	NO WINGLET NOTICE.	6
	2.7	PRO RATA TREATMENT AND PAYMENTS.	7
	2.8	USE OF PROCEEDS.	7

3.	CLOSING CONDITIONS		7

	3.1	CONDITIONS TO EACH LENDERS OBLIGATIONS.	7
	3.2	CONDITIONS TO BORROWERS OBLIGATIONS.	11
	3.3	POST-REGISTRATION OPINION.	11

4.	FEES, COSTS, FIXED RATE OPTION AND ILLEGALITY		11

	4.1	TRANSACTION EXPENSES.	11
	4.2	[INTENTIONALLY OMITTED].	11
	4.3	COMMITMENT FEE.	11
	4.4	INCREASED COSTS/CAPITAL ADEQUACY	12
	4.5	FIXED RATE OPTION.	14
	4.6	PAST DUE INTEREST.	15
	4.7	ILLEGALITY.	16
	4.8	CLEAR MARKET.	16

5.	REPRESENTATIONS AND WARRANTIES.		16

	5.1	BORROWERS REPRESENTATIONS AND WARRANTIES.	16
	5.2	LENDERS REPRESENTATIONS AND WARRANTIES.	20

6.	CERTAIN COVENANTS OF THE PARTIES.		20

	6.1	BORROWER COVENANTS.	20
	6.2	MERGER OF BORROWER.	23
	6.3	LENDER COVENANTS.	24
	6.4	SECURITY AGENT COVENANTS.	25

7.	ASSIGNMENT OR TRANSFER OF INTEREST; SALE-LEASEBACK TRANSACTIONS; JUNIOR LOANS; TERMINATION OF CROSS-COLLATERALIZATION AND CROSS-DEFAULT		25

	7.1	LENDERS.	25
	7.2	EFFECT OF TRANSFER; COSTS.	27
	7.3	JUNIOR LOANS.	27
	7.4	SALE-LEASEBACK TRANSACTION.	28
	7.5	TERMINATION OF CROSS-COLLATERALIZATION AND CROSS-DEFAULTS.	29

8.	CONFIDENTIALITY		30

9.	INDEMNIFICATION AND EXPENSES		30

	9.1	GENERAL INDEMNITY.	30
	9.2	EXPENSES.	35
	9.3	GENERAL TAX INDEMNITY.	35
	9.4	PAYMENTS.	45
	9.5	INTEREST.	46
	9.6	BENEFIT OF INDEMNITIES.	46


10.	SECURITY AGENT.		46

	10.1	APPOINTMENT AND POWERS.	46
	10.2	LIMITATION ON SECURITY AGENTS LIABILITY.	47
	10.3	RIGHTS AS LENDER.	47
	10.4	INDEMNIFICATION.	48
	10.5	NON-RELIANCE ON SECURITY AGENT AND OTHER LENDERS.	48
	10.6	SUCCESSOR SECURITY AGENT.	48
	10.7	NOTICE OF DEFAULT.	50
	10.8	INSTRUCTIONS FROM A MAJORITY IN INTEREST OF LENDERS.	50
	10.9	REPORTS, NOTICES, ETC.	50

11.	MISCELLANEOUS		50

	11.1	AMENDMENTS.	50
	11.2	SEVERABILITY.	51
	11.3	SURVIVAL.	51
	11.4	REPRODUCTION OF DOCUMENTS.	52
	11.5	COUNTERPARTS.	52
	11.6	NO WAIVER.	52
	11.7	NOTICES.	52
	11.8	GOVERNING LAW.	53
	11.9	SUBMISSION TO JURISDICTION; WAIVERS.	53
	11.10	THIRD-PARTY BENEFICIARY.	53
	11.11	ENTIRE AGREEMENT.	54
	11.12	ACKNOWLEDGMENTS.	54
	11.13	FURTHER ASSURANCES.	54
	11.14	SECTION 1110.	54
	11.15	ADJUSTMENTS; SET-OFF.	54
	11.16	SUCCESSORS AND ASSIGNS.	55
	11.17	WAIVERS OF JURY TRIAL.	55
	11.18	REGISTRATIONS WITH INTERNATIONAL REGISTRY.	56


ANNEX A DEFINITIONS
EXHIBIT A FORM OF MORTGAGE
EXHIBIT B FORM OF DRAWDOWN NOTICE
EXHIBIT C FORM OF TRANSFER AGREEMENT
EXHIBIT D FORM OF CONSENT AND AGREEMENT
EXHIBIT E FORM OF ENGINE CONSENT AND AGREEMENT
EXHIBIT F FORM OF GEES ACKNOWLEDGMENT AND AGREEMENT

SCHEDULE 1 ACCOUNTS ADDRESSES
SCHEDULE 2 COMMITMENTS; TRANSACTION EXPENSES
SCHEDULE 3 PERMITTED COUNTRIES

LOAN AGREEMENT [N336AT]

THIS LOAN AGREEMENT [N336AT] (this "Agreement") is entered into as of August 31, 2006 among (a) AIRTRAN AIRWAYS, INC. ("Borrower"), a Delaware corporation, (b) THE PARTIES IDENTIFIED IN SCHEDULE 1 HERETO AS LENDERS (the "Lenders") and (c) THE ROYAL BANK OF SCOTLAND PLC NEW YORK BRANCH, as agent for the Lenders (the "Security Agent").

RECITALS

A. Borrower and Airframe Manufacturer have entered into the Purchase Agreement, pursuant to which Airframe Manufacturer agreed to manufacture and sell to Borrower, and Borrower agreed to purchase and take delivery of, among other things, one (1) Boeing model 737-7BD aircraft bearing manufacturers serial number 33936 and equipped with two (2) CFM International model CFM56-7B20 engines (the "Aircraft").

B. To enable Borrower to purchase and take delivery of the Aircraft on the Delivery Date, Borrower desires to borrow from Lenders, and Lenders desire to lend to Borrower, a portion of the purchase price of the Aircraft.

C. The parties to this Agreement wish to set forth in this Agreement the terms and conditions upon and subject to which the foregoing transactions shall be effected.

The parties hereto agree as follows:

1. DEFINITIONS AND CONSTRUCTION

The terms defined in Annex A, when capitalized as in Annex A, have the same meanings when used in this Agreement. Annex A also contains rules of usage that control construction in this Agreement.

2. SECURED LOANS; CLOSING

2.1 Making of Loans; Issuance of Equipment Notes.

Subject to the terms and conditions of this Agreement, on the Delivery Date (the "Closing Date"):

(a) each Lender agrees to make a secured loan to Borrower in an amount not to exceed such Lenders Commitment; and

(b) pursuant to Article 2 of the Mortgage, Borrower shall issue an Equipment Note to each Lender making such loan, dated the Closing Date, for an aggregate principal amount equal to the amount of the secured loan made by such Lender.

If any Lender shall default in its obligation to make the amount of its Commitment available pursuant to this Article 2, except as provided below in this Section 2.1 with respect to RBS, no other Lender shall have an obligation to increase the amount of its Commitment and,

notwithstanding the further provisions of this paragraph, the obligations of the non-defaulting Lenders shall remain subject to the terms and conditions set forth in this Agreement. If a Lender to whom RBS has transferred its Commitment in whole or in part pursuant to Section 7.1 without the consent of Borrower fails to perform its obligation to make a secured loan on the Closing Date, RBS shall be obligated to make an additional secured loan on the Closing Date in an amount equal to the amount of the secured loan that such Lender was so obligated to, but did not, make. In the event that the preceding sentence is applicable and RBS is obligated to make an additional secured loan, the Commitment of RBS shall be increased by the amount of such additional secured loan, and the Commitment of the affected Lender shall be reduced by an equivalent amount, effective on the Closing Date. In the circumstances of the second preceding sentence, such Lender shall be liable to RBS (but not the Borrower) for any damages attributable to its failure to make the secured loan in question which was made, instead, by RBS.

2.2 Procedure for Funding of Secured Loans.

(a) Notice of Scheduled Delivery Date. Borrower agrees to give each Lender written notice or telephonic notice (to be confirmed promptly in writing) of the date the Aircraft is scheduled to be delivered (the "Scheduled Delivery Date") so that such notice is received by each Lender not later than 4:30 p.m., New York City time, on the tenth (10th) day prior to the Scheduled Delivery Date. Borrower undertakes to promptly notify each Lender of any amendment or change in the Scheduled Delivery Date.

(b) Drawdown Notice. No later than 4:30 p.m., New York City time, on the fourth (4th) Business Day prior to the Scheduled Delivery Date, Borrower shall deliver to Security Agent on behalf of each Lender the Drawdown Notice, receipt of which shall, subject to the conditions contained in this Agreement, oblige Borrower to borrow an amount equal to the aggregate Commitment (or such lesser amount specified in such Drawdown Notice) on the date stated and on the terms herein contained.

(c) Amortization Schedule. No later than 10:00 a.m., New York City time, on the Business Day prior to the Scheduled Delivery Date, Security Agent shall deliver the amortization schedule for the Aircraft to Borrower and Borrower shall no later than 5:00 p.m., New York City time, on such day deliver written confirmation of such amortization schedule to Security Agent. In the event a Postponement Notice is delivered pursuant to Section 2.2(e), Security Agent shall deliver to Borrower by 10:00 a.m., New York City time, on the Business Day prior to the date to which the Scheduled Delivery Date is so postponed or as promptly as practicable thereafter, an amortization schedule reflecting the postponed Scheduled Delivery Date for the Aircraft and Borrower shall deliver by 5:00 p.m., New York City time, on such day or as promptly as practicable thereafter, written confirmation of such schedule to Security Agent.

(d) Prospective International Interest. Prior to the Scheduled Delivery Date, a Prospective International Interest in the Airframe and Engines constituted by the Mortgage shall have been duly registered on the International Registry.

(e) Disbursement of Funds. Each Lender agrees, subject to the terms and conditions of this Agreement, to make its Commitment available for disbursement to or

on behalf of Borrower, in each case in immediately available funds by 12:00 Noon, New York City time, on the Scheduled Delivery Date in the amount set out in the Drawdown Notice. In order to facilitate the timely closing of the transactions contemplated hereby, Borrower, by delivery of the Drawdown Notice to Security Agent, instructs, subject to its rights to postpone under Section 2.2(e) below, the Lenders to wire transfer (for receipt by no later than 12:00 Noon New York City time) on the Scheduled Delivery Date its Commitment by the wiring of immediately available funds to the account of Security Agent specified in Schedule 1 hereto (the "Account"). The funds so paid by each Lender (the "Deposit") into the Account are to be held by Security Agent for the account of such Lender. Upon the fulfillment or waiver of the conditions precedent set forth in Article 3 hereof, such Lender shall instruct Security Agent to disburse the Deposit for application of its Commitment. Notwithstanding the foregoing, if a Postponement Notice postponing the Scheduled Delivery Date shall have been received by Security Agent by 3:30 p.m., New York City time, on the Business Day preceding the postponed Scheduled Delivery Date and if a Lender has not already wired its Commitment to the Account, (i) such Lender shall not make its Commitment available for disbursement on the postponed Scheduled Delivery Date and (ii) each such Lender shall cancel, terminate or otherwise unwind its funding arrangements made in the London interbank market to fund its Commitment on the Scheduled Delivery Date, subject, however, to such Lenders continuing commitment to fund as provided herein.

(f) Postponement of Scheduled Delivery Date.

(1) Borrower may change or postpone (indefinitely, or to a specified date) the Scheduled Delivery Date by telephonic notice (to be confirmed promptly in writing) to Security Agent, provided such notice (specifying the new Delivery Date, if any) is received by Security Agent not later than 3:30 p.m. on such Scheduled Delivery Date being postponed (the "Postponement Notice"). Such revised Scheduled Delivery Date shall be deemed the "Scheduled Delivery Date" for all purposes of the Operative Agreements.

(2) If the Scheduled Delivery Date is postponed and the Deposit has been paid by the Lenders into the Account, then the Deposit will, pending any return contemplated by Section 2.2(e)(4) below, be invested, together with earnings thereon, and reinvested by Security Agent at the sole direction, for the account, and at the risk of Borrower in an overnight investment selected by Borrower and acceptable to Security Agent (acting reasonably and in good faith). Upon Borrowers oral (to be confirmed in writing) instructions, earnings on any such investments shall be applied to Borrowers payment obligations to each Lender under Section 2.2(e)(3) to the extent of such earnings.

(3) If the Scheduled Delivery Date is postponed and the Deposit has been paid by the Lenders into the Account, then Borrower shall pay interest hereunder to each Lender on the amount of its Deposit for the period from and including the original Scheduled Delivery Date to but excluding the earlier of (i) the actual Delivery Date or (ii) the date of return of the Deposit to such Lender pursuant to clause (4) below if such amounts are received by such Lender before

12:00 Noon, New York City time, on such date (and if such amounts are received by such Lender after 12:00 Noon, New York City time, the next succeeding Business Day). For each Lender, such interest shall accrue on the amount of such Lenders Deposit at the applicable Debt Rate. Interest on the Deposit accrued pursuant to the preceding sentence shall (i) if accrued to the Delivery Date, be paid on the first Payment Date following such date and (ii) if accrued to the date of return of the Deposit, be paid to each Lender on such date.

(4) If for any reason, other than the failure of any Lender to comply with the terms hereof, the Scheduled Delivery Date is postponed beyond the earliest of (x) three (3) Business Days after the Scheduled Delivery Date, (y) the Commitment Termination Date or (z) such earlier date as Borrower shall specify (the "Cutoff Date"), then each such Lender shall promptly cancel, terminate or otherwise unwind its funding arrangements made in the London interbank market or otherwise (including any Swap Transaction) to fund its Commitment, and such Lender shall notify Security Agent thereof, and Security Agent shall return its Deposit, subject, however, to such Lenders continuing commitment to fund at a later Closing Date as provided herein.

(5) In the event of the occurrence of the events described in Section 2.2(d)(ii) or clause (4) above, Borrower agrees to pay each Lender promptly (but in any event within three (3) Business Days of the relevant Cutoff Date) (i) as compensation for the cancellation or termination of its Commitment (in addition to interest owing under clause (3) above, if any), an amount of damages equal to any loss incurred in connection with the unwinding or liquidating of any deposits or funding or financing arrangement with its funding source and, if applicable, any Swap Break Amount, and (ii) without duplication of the amounts covered by the preceding clause (i) or to be paid pursuant to Section 4.1 hereof, the reasonable out-of-pocket costs and expenses of such Lender (including, without limitation, reasonable legal costs and expenses) incurred by such Lender in respect of such cancellation or termination to the extent described in the definition of Transaction Expenses.

2.3 Terms of Repayment.

(1) Borrower shall make payments to Security Agent on each Equipment Note of principal scheduled to be paid thereon on such date in accordance with the amortization schedule attached thereto and accrued interest due and payable on such Equipment Note on such date. The amortization schedules in the aggregate for all Equipment Notes shall be calculated as follows: using the Debt Rate (calculated on the basis of a year of 360 days and actual number of days elapsed or if the Fixed Rate Option has been elected under Section 4.5, on the basis of a year of 360 days consisting of twelve 30-day months) for the Equipment Notes (being, if the Fixed Rate Option has been elected, the Fixed Rate for the Equipment Notes, otherwise, the initial Debt Rate for the Equipment Notes), mortgage-style (level pay) payments payable on each Payment Date from the Delivery Date through the Maturity Date, payments on

each Payment Date during such period sufficient to amortize the Equipment Notes to an aggregate outstanding principal balance balloon payment due on the Maturity Date, after giving effect to the installment of principal due on such date, of Five Million Nine Hundred Thousand Dollars (US$5,900,000), or if Borrower shall have delivered a No-Winglet Notice pursuant to Section 2.6 hereof, of Five Million Eight Hundred Forty Thousand Dollars (US$5,840,000). In respect of the amortization schedule for any particular Equipment Note, the payments due on any Payment Date set forth on such amortization schedule shall be pro rated based on the ratio by which the Original Amount of such Equipment Note bears to the aggregate Original Amount of all of the Equipment Notes.

(2) Interest on each Equipment Note will accrue at the Debt Rate for such Equipment Note (calculated on the basis of a year of 360 days and actual number of days elapsed or if the Fixed Rate Option has been elected under Section 4.5, on the basis of a year of 360 days consisting of twelve 30-day months) and will be payable on each Payment Date or other date for the payment of interest provided herein or in such Equipment Note. The interest payable on each Payment Date or other date, as aforesaid, for any Equipment Note shall include interest accrued to such Payment Date or other date, as aforesaid.

(3) The Debt Rate for each Interest Period shall be established by Security Agent in accordance with relevant provisions of this Agreement. Security Agent shall give prompt notice to Borrower and the Lenders of the applicable Debt Rate determined by Security Agent from time to time in accordance with the applicable provisions hereof and the rate, if any, furnished by each Reference Bank and used by Security Agent for the purpose of determining the LIBOR Rate. Each determination by Security Agent of a Debt Rate pursuant hereto shall be presumed correct, absent manifest error.

(4) Each payment received by Security Agent in respect of an Equipment Note shall be applied: first, to pay amounts due hereunder or under such Equipment Note other than as specified in the following clauses, second, to pay accrued interest and any Breakage Amount on such Equipment Note (as well as any interest on any overdue amount) to the date of such payment, third, to pay the principal of such Equipment Note then due, and fourth, the balance, if any, remaining thereafter, to pay installments of the principal of such Equipment Note remaining unpaid in the inverse order of its maturity.

(5) Amounts repaid or prepaid on the Equipment Notes may not be reborrowed.

2.4 Closing.

(a) Location. The closing (the "Closing") of the Transactions shall take place on the Closing Date at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017.

(b) Funds. Except as provided above, all payments (including prepayments) by Borrower pursuant to this Article 2 and on any Equipment Note whether on account of principal, interest, Breakage Amount, fees or otherwise shall be made in immediately available funds without set-off, counterclaim or defense to the account of Security Agent as set forth in Schedule 1 hereto.

(c) Business Days. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding sentence, interest thereon shall be payable at the Debt Rate during such extension.

2.5 Commitment Termination.

Notwithstanding any provision in this Loan Agreement to the contrary, in the event the delivery of the Aircraft is postponed to a date that is three (3) months beyond the last day of the Scheduled Delivery Month but such date is prior to the Commitment Termination Date, Security Agent, acting at the written direction of all (and not less than all) of the Lenders committed to financing the acquisition of the Aircraft by Borrower, may terminate the Commitment under this Agreement upon written notice to Borrower within thirty (30) days of Security Agents receipt of written notice from Borrower informing Security Agent of such postponement. Notwithstanding any provision in this Agreement to the contrary, in the event the delivery of the Aircraft has been cancelled, Borrower may terminate the Commitment under this Loan Agreement, in whole, but not in part, upon written notice to Security Agent but Borrower may not otherwise reduce or terminate the Commitments under this Loan Agreement (except as provided in Section 2.6 hereof). If an Event of Default as defined in the form of Mortgage attached hereto as Exhibit A (determined without regard to Section 7.5 hereof) shall have occurred and be continuing, Security Agent (acting at the direction of the Majority in Interest of the Lenders) may, by written notice to the Borrower, cancel the Commitment(s), and upon such notice, such Commitment(s) shall be cancelled and of no further effect. If an Event of Default under Sections 5.1(e), (f) or (g) under the form of Mortgage, as aforesaid, shall have occurred and be continuing, the Commitment(s) shall automatically, without any action or notice, be cancelled and of no further effect. The day on which the Commitment(s) under this Agreement is terminated by Security Agent or Borrower pursuant to the foregoing shall for purposes of this Agreement be deemed a "Termination Date".

2.6 No Winglet Notice.

At any time (but in no event later than four (4) Business Days prior to the Scheduled Delivery Date) Borrower may deliver written notice to Security Agent of Borrowers intent not to finance the acquisition of winglets for installation on the Aircraft (the "No Winglet Notice"), in which case the Commitment shall be adjusted as provided in Schedule 2 hereof and the Commitment Fee from and after the date on which Security Agent receives such notice shall be calculated based on the adjusted Commitment.

2.7 Pro Rata Treatment and Payments.

(1) Each borrowing by Borrower from the Lenders hereunder, each payment by Borrower on account of any Commitment Fee and, except as provided in Section 2.5, any reduction of the Commitment of the Lenders shall be made pro rata according to the respective Commitment of the Lenders.

(2) Each payment (including each prepayment) by Borrower on account of principal of and interest on the Equipment Notes shall be made pro rata according to the respective outstanding principal amounts of the Equipment Notes then held by the Lenders (except as otherwise provided in the Mortgage).

2.8 Use of Proceeds.

Borrower agrees that it shall use the proceeds of each secured loan described in Section 2.1(a) to pay all or a portion of the amount, after giving effect to the return of any advance payments, of the remaining balance of the purchase price of the Aircraft to the Airframe Manufacturer.

3. CLOSING CONDITIONS

3.1 Conditions to each Lenders Obligations.

Each Lenders obligation to make the secured loans described in Section 2.1(a) and to participate in the Transactions is subject to the fulfillment or waiver before or on the Closing Date of the following conditions:

(a) Equipment Notes. Borrower tenders to such Lender the Equipment Notes in accordance with Article 2 of the Mortgage.

(b) Delivery of Documents. Each Lender and Security Agent receives executed counterparts of the following documents and such counterparts (x) have been duly authorized, executed, and delivered by the parties thereto and (y) are in full force and effect:

(1) the Mortgage and any supplement thereto;

(2) the brokers report and insurance certificates required by Section 4.6 of the Mortgage;

(3) the Holdings Guarantee;

(4) the Consent and Agreement, the Engine Consent and Agreement and the GEES Acknowledgment and Agreement;

(5) the Bills of Sale;

(6) (A) a copy of Borrowers certificate of incorporation, by-laws, and resolutions, in each case certified as of the date of this Agreement and as of the Closing Date by the Secretary or an Assistant Secretary of Borrower, duly authorizing Borrowers execution, delivery, and performance of the Operative Agreements to which it is party required to be executed and delivered by Borrower on or before the Closing Date in accordance with the provisions hereof and thereof; (B) incumbency certificate of Borrower as to the person(s) authorized to execute and deliver the Operative Agreements on its behalf; and (C) good-standing certificate from the Secretary of States of Delaware and Florida dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of Borrower;

(7) Officers Certificate of Borrower, dated as of the Closing Date, stating that its representations and warranties in this Agreement are true and correct as of the Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such earlier date) and that no Default or Event of Default exists as of such date;

(8) the Financing Statements;

(9) the following opinions of counsel, in each case in form and substance reasonably acceptable to Security Agent and dated as of the Closing Date: (A) an opinion of Smith, Gambrell & Russell, LLP, special counsel to Borrower; (B) an opinion of Borrowers Legal Department; and (C) an opinion of FAA Counsel;

(10) a copy of a duly-executed application for registration of the Aircraft with the FAA in Borrowers name;

(11) Holdingss audited consolidated balance sheet for the most-recent fiscal year ended December 31, 2005 and for the most-recent fiscal year, and the related consolidated statements of operations and cash flows for the period then ended, prepared in accordance with GAAP;

(12) a duly completed and executed Drawdown Notice;

(13) the Entry Point Filing Forms;

(14) Officers Certificate of Holdings, dated as of the Closing Date, (A) affirming the Holdings Guarantee after giving effect to the delivery of the Aircraft and the execution and delivery of the Operative Agreements related thereto; and (B) stating that its representations and warranties in the Holdings Guarantee are true and correct in all material respects as of the Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct in all material respects as of such earlier date);

(15) (A) a copy of Holdings articles of incorporation, by-laws, and resolutions, in each case certified as of the date of this Agreement and as of the

Closing Date by the Secretary or an Assistant Secretary of Holdings, duly authorizing Holdings execution, delivery, and performance of the Holdings Guarantee required to be executed and delivered by Holdings on or before the Closing Date in accordance with the provisions hereof and thereof; (B) incumbency certificate of Holdings as to the person(s) authorized to execute and deliver the Holdings Guarantee on its behalf; and (C) good-standing certificate from the Secretary of State of Nevada dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of Holdings;

(16) the Fee Letter; and

(17) such other documents as Security Agent may reasonably request.

(c) Perfected Security Interest and Registered International Interest. (1) After giving effect to the filing of the FAA-Filed Documents and the Financing Statements, Security Agent shall have a duly-perfected first-priority security interest in all of Borrowers right, title, and interest in the Aircraft and all other then-existing Collateral, subject only to Permitted Liens. (2) Security Agents International Interest in the Airframe and each Engine shall have been duly registered with the International Registry (if a Prospective International Interest therein has not theretofore been registered with the International Registry), subject to no prior registered International Interest (or Prospective International Interest), and Security Agent shall have received a copy of the "priority search certificate" (as defined in the Regulations for the International Registry) as to each such Airframe and Engine evidencing the same.

(d) Violation of Law. No change shall have occurred after the date of this Agreement in any applicable Law that makes it a violation of Law for (i) Holdings, Borrower, any Lender or Security Agent to execute, deliver, and perform the Operative Agreements to which any of them is a party or (ii) any Lender to make the loan contemplated to be made by it pursuant to Section 2.1 or to realize the benefits of the security afforded by the Mortgage.

(e) Representations, Warranties and Covenants. The representations and warranties of the Borrower contained in Section 5(a) of this Agreement and the representations and warranties of Holdings contained in Section 9 of the Holdings Guarantee shall be true and accurate in all material respects as of the Closing Date (unless any such representation and warranty was made with reference to a specified date, in which case such representation and warranty shall be true and accurate in all material respects as of such specified date).

(f) No Event of Default. On the Closing Date, no Default or Event of Default shall exist or would result from the borrowing hereunder and the mortgaging of the Aircraft and the other Collateral, the use of proceeds of such borrowing or the consummation of the Transactions contemplated in the Operative Agreements.

(g) No Event of Loss. No Event of Loss with respect to the Airframe or any Engine shall have occurred, and no circumstance, condition, act, or event has occurred that, with the giving of notice or lapse of time, would give rise to or constitute an Event of Loss with respect to the Airframe or any Engine.

(h) Title. Borrower shall have good and valid title (subject to filing of the FAA Bill of Sale with the FAA) to the Aircraft, free and clear of all Liens, except Permitted Liens. The sale of the Airframe and each Engine as evidenced by the Bills of Sale therefor shall have been, or shall be in the process of being, registered on the International Registry.

(i) Certification. The Aircraft shall have been duly certificated by the FAA as to type and has (or, upon registration in Borrowers name, will be eligible for) an FAA airworthiness certificate and Security Agent shall have received a copy of such certification.

(j) Section 1110. Security Agent shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines as provided in the Mortgage in the event of a case under Chapter 11 of the Bankruptcy Code in which Borrower is a debtor.

(k) Filing. The FAA-Filed Documents shall be in the process of being duly filed for recordation with the FAA in accordance with the Transportation Code, and the Financing Statements shall have been duly filed or shall be in the process of being duly filed in the appropriate jurisdiction.

(l) No Proceedings. No action or proceeding shall have been instituted, nor shall any action be, to the Actual Knowledge of Borrower or Holdings threatened, before any Governmental Entity, nor has any order, judgment, or decree been issued or proposed to be issued by any Governmental Entity, to set aside, restrain, enjoin, or prevent the completion and consummation of any Operative Agreement or the Transactions.

(m) Governmental Actions. All appropriate action required to have been taken before the Closing Date by the FAA, or any other Governmental Entity of the United States, in connection with the Transactions has been taken, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the Closing Date in connection with the Transactions have been issued and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on the Closing Date.

(n) No Material Adverse Change. Since December 31, 2005, there shall have been no Material Adverse Change to Borrower or Holdings on the Closing Date, and each Lender and Security Agent shall have received Officers Certificates of Borrower and Holdings to such effect.

(o) Fees. Security Agent shall have received payment of the fees then due and payable under the Fee Letter.

(p) Delivery Condition. The Aircraft shall be new, ex factory, in a serviceable condition.

3.2 Conditions to Borrowers Obligations.

It is hereby agreed that Borrowers obligation to participate in the Transactions is subject to the satisfaction (or waiver), on or before the Closing Date, of the conditions in this Section 3.2.

(a) Documents. Borrower shall have received (or has waived receipt of) (i) executed original counterparts of the documents as described in Section 3.1(b) (other than the Equipment Notes, as to which it shall receive a copy only) and such documents shall be reasonably satisfactory to Borrower, (ii) an Officers Certificate of each Lender, dated as of the Closing Date, stating that its representations and warranties in this Agreement are true and correct as of the Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such earlier date) and (cc) such other documents as Borrower may reasonably request from Security Agent or any Lender, unless the failure to receive any such document is the result of any action or inaction by Borrower.

(b) Other Conditions. Each of the conditions in subsections (d), (e), (g), (i), (k), (l) and (m) of Section 3.1 are satisfied or have been waived by Borrower unless the failure of any such condition to be satisfied is the result of any action or inaction by Borrower.

3.3 Post-Registration Opinion.

Promptly after the registration of the Aircraft and the recordation of the FAA-Filed Documents, Borrower will cause FAA Counsel to deliver to Borrower, each Lender and Security Agent a favorable opinion or opinions addressed to each of them with respect to such registration and recordation.

4. FEES, COSTS, FIXED RATE OPTION AND ILLEGALITY

4.1 Transaction Expenses.

If the Transactions are consummated, or do not close for any reason other than any Lenders breach of its obligations under Article 2 hereof, Borrower agrees to the pay the Transaction Expenses, subject to the limits set forth in Section 3 of Schedule 2.

4.2 [Intentionally Omitted].

4.3 Commitment Fee.

Borrower agrees to pay a Commitment Fee to Security Agent in arrears on the last day of the calendar quarter following the date of this Agreement and on the last day of each calendar quarter thereafter and on the Closing Date or the Termination Date (as the case may be), such Commitment Fee shall be calculated on the basis of a year of 360 days and actual number of days elapsed and shall accrue from the date of this Agreement until the Closing Date or Termination Date (as the case may be). The Commitment Fee shall be payable by Borrower to Security Agent on the due date thereof in immediately available funds no later than 12:00 Noon,

New York City time, on such date to the account of Security Agent on Schedule 1. Security Agent shall distribute the Commitment Fee when received to the Lenders in the manner provided in Section 2.7(1). The Commitment Fee shall abate for any day that interest is accruing pursuant to Section 2.2(e)(3) on the Deposit funded.

4.4 Increased Costs/Capital Adequacy

(a) Subject to the provisions of Section 4.4(e) below, Borrower shall promptly pay directly to each Lender such amounts as are reasonably necessary to compensate such Lender for any increase in costs which are attributable to such Lenders making, maintaining or continuing of its Commitment or the loans evidenced by its Equipment Notes or funding arrangements utilized in connection with such loans (including any hedging arrangement relating to any Fixed Rate), or any reduction in any amount receivable by such Lender hereunder in respect of its Commitment or under the Equipment Notes, such loans or such arrangements (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), applicable to the period commencing thirty (30) days prior to Lenders notification thereof pursuant to Section 4.4(c) and resulting from the adoption of or any change after the date hereof in Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of Law but, if not having the force of Law, is generally applied by Lender with respect to similar credits under similar circumstances) from any central bank or other Governmental Entity made subsequent to the date hereof that:

(1) shall impose any tax that is the functional equivalent of any reserve, special deposit or similar requirements of the sort covered by clause (2) below; or

(2) shall impose or modify any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender; or

(3) imposes any other condition affecting this Agreement or its Equipment Notes (or any of such extensions of credit or liabilities) or any such obligation.

(b) Without duplication of any amounts payable by Borrower under Section 4.4(a), if any Lender shall have determined, acting reasonably and in good faith, that after the date hereof, the adoption of or any change in any Law regarding capital adequacy or in the interpretation or application thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of Law but, if not having the force of law, is generally applied by such Lender with respect to similar credits under similar circumstances) from any Governmental Entity made subsequent to the date hereof, shall have the effect of reducing the rate of return on such Lenders or such corporations capital as a consequence of its obligations hereunder to a level below that which such

Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lenders or such corporations policies with respect to capital adequacy) by an amount deemed by such Lender to be material acting reasonably and in good faith, then from time to time, after submission by such Lender to Borrower (with a copy to Security Agent) of a written request therefor, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction attributable to the period commencing thirty (30) days prior to Lenders notification thereof pursuant to Section 4.4(c).

(c) Each Lender will furnish to Borrower (with a copy to Security Agent) an Officers Certificate setting forth in reasonable detail (i) the events giving rise to the request by such Lender for compensation under subsection (a) or (b) of this Section 4.4, (ii) the basis for determining such compensation and (iii) the amount of each request by such Lender for compensation under subsection (a) or (b) of this Section 4.4, together with a statement that the determinations made in respect of the such compensation comply with the provisions of this Section 4.4 and that none of the exceptions set forth in Section 4.4(d) apply with respect to such compensation. Determinations set forth in such Officers Certificate shall be presumed correct, absent manifest error.

(d) Borrower shall not be required to make payments under this Section 4.4 to any Lender if (i) a claim hereunder arises through circumstances peculiar to such Lender and which do not affect commercial banks in the same jurisdiction generally, or (ii) the claim arises out of a relocation by such Lender of its lending office (except any such relocation effected pursuant to Section 4.4(e)), or (iii) if a comparably situated borrower is being treated more favorably by such Lender (as reasonably determined by such Lender) in respect of a claim made hereunder.

(E) Each Lender will, if requested by Borrower, to the extent not inconsistent with any applicable legal or regulatory restrictions and subject to the overall policy considerations of such Lender, use commercially reasonable efforts to designate a different lending office for the Equipment Notes of such Lender affected by such event or, failing that, to take other reasonable measures requested by Borrower (including transferring such Equipment Notes pursuant to Section 7.1(d) hereof) to mitigate the amount of payment of Additional Costs or other amounts under this Section 4.4, if as a result thereof the additional amounts that would otherwise be required to be paid to such Lender pursuant to this Section 4.4 would be reduced or eliminated and if the making, funding or maintaining of its interest in the Equipment Notes through such other lending office or the taking of such other reasonable measures would not, in the good faith judgment of such Lender, result in any economic, legal or regulatory disadvantage (other than de minimis disadvantages) or adverse tax consequences to such Lender (other than adverse tax consequences for which Borrower agrees to indemnify such Lender); provided, that such Lender will not be obligated to utilize such other lending office pursuant to this Section 4.4 unless Borrower agrees to pay all incremental out-of-pocket expenses, if any, reasonably incurred by such Lender as a result of utilizing such other lending office as described above; provided, further, that such Lender shall have no obligation to designate another lending office that does not maintain loans comparable to the loan evidenced by such Lenders Equipment Note. An Officers Certificate as to the

amount of any such expenses (setting forth in reasonable detail the basis for requesting such amount and the calculation thereof) submitted by such Lender to Borrower shall be presumed correct, absent manifest error. If after using commercially reasonably efforts as aforesaid such Lender is not able to mitigate the amount of or the need for the Additional Costs to the reasonable satisfaction of Borrower within thirty (30) days of such Lenders notice described in Section 4.4(c) hereof, Borrower may prepay in accordance with Section 2.10 of the Mortgage the unpaid Original Amount of the affected Equipment Notes plus interest accrued thereon. Nothing in this Section shall affect or postpone any of the obligations of Borrower or the rights of any Lender pursuant to this Section 4.4.

4.5 Fixed Rate Option.

(a) At Borrowers written request, which shall be made in the Drawdown Notice in accordance with Article 2 hereof (the "Fixed Rate Option"), each Lender agrees that the Equipment Notes shall bear interest at a Fixed Rate. If Borrower exercises the Fixed Rate Option, the aggregate Commitment shall be reduced to the amount specified in Section 2 of Schedule 2 of this Agreement. If such request is so made by Borrower, Borrower shall conduct a swap auction in which each Lender and Acceptable Potential Swap Counterparty selected by Borrower shall be invited to submit its fixed-rate quote to act as Swap Counterparty in the Swap Transaction with each Lender. At Borrowers option, Borrower shall have the right to conduct a second swap auction on the second Business Day before the scheduled Closing Date in which each Lender and Acceptable Potential Swap Counterparty selected by Borrower shall be invited to submit its fixed-rate quote to act as Swap Counterparty in the Swap Transaction. Three basis points shall be added to the fixed rate quote submitted by each Acceptable Potential Swap Counterparty that is not a Lender (such quote as so adjusted, the "Adjusted Fixed Rate Quote"). Subject to the next succeeding sentence, the institution submitting the lowest fixed-rate quote (as adjusted in accordance with the immediately preceding sentence) in such swap auction (or, if a second swap auction is held, such second swap auction) shall be the Swap Counterparty, and

(1) if such institution is a Lender, its quote in such swap auction (or, if a second swap auction is held, such second swap auction) shall be the Debt Rate for the Equipment Notes, or

(2) if such institution is not a Lender, its Adjusted Fixed Rate Quote in such swap auction (or, if a second swap auction is held, such second swap auction) shall be the Debt Rate for the Equipment Notes.

(b) If a Lender submits a fixed-rate quote equal to the lowest Adjusted Fixed Rate Quote submitted by a non-Lender and no other Lender has submitted a lower fixed-rate quote, then such Lender shall be the Swap Counterparty; provided, if there shall be two or more such Lenders, each such Lender shall be a Swap Counterparty for a pro rata portion of the Swap Transaction with each Lender. Security Agent and Borrower shall promptly notify the Lenders of the Debt Rate determined in accordance with the above procedures and the identity of the "winning" Swap Counterparty and at the Closing Date, each Lender shall enter into a Swap Transaction with each such Swap Counterparty.

(c) Each Lender agrees that (A) on the date of any redemption or prepayment (whether voluntary or mandatory) of the Equipment Notes for any reason (including any redemption of the Equipment Notes effected pursuant to Sections 2.9 and 2.10 of the Mortgage) each such Lender will, and (B) upon or at any time following the acceleration of the Equipment Notes upon or following the occurrence of an Event of Default, such Lender may ask the Swap Counterparty to settle-out the Swap Transaction, and in furtherance thereof will request the Swap Counterparty to notify Borrower and such Lender by 1:00 p.m., New York time, on such date (the "Settlement Date") of the Swap Break Amount; provided, that if the Obligations are paid in full and the Lien of the Mortgage is discharged, then such Lender will promptly settle-out the Swap Transaction.

(d) Subject to due compliance with and after payment in full of all amounts then due and owing to all Lenders under the Equipment Notes and if no Default or Event of Default has occurred and is continuing, each Lender shall pay over to Borrower any Swap Breakage Gain that it receives from the Swap Counterparty as a result of a payment contemplated by Section 4.5(c), promptly after such Lender receives such payment, in immediately available funds, to such account as Borrower directs; provided, if a Default or Event of Default is then in existence, such payment shall be made to Security Agent as security for Borrowers obligations under the Operative Agreements, and at such time as such De