WARRANT AGREEMENT

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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.

WHEREAS, the Company’s wholly-owned subsidiary AirTran Airways, Inc. (“ Airways ”) has entered into that certain Amended and Restated Revolving Line of Credit and Reimbursement Agreement dated even date herewith (the “ Credit Agreement ”) with the Initial Holder pursuant to which the Initial Holder has agreed to procure letters of credit on behalf of Airways and to provide financing to Airways as pursuant to the terms and conditions of such Credit Agreement in exchange, for among other consideration set forth in the Credit Agreement, warrants (each a “ Warrant ” and, collectively, the “ Warrants ” and any certificates evidencing the Warrants being hereinafter referred to as the “ Warrant Certificates ”) entitling the Holder thereof to initially purchase 4,700,886 shares of the Company’s common stock $.001 par value per share (the “ Common Stock ”), subject to adjustment in accordance with the terms hereof; and

NOW, THEREFORE, in consideration of the financial accommodations set forth in the Credit Agreement and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and for the purpose of defining the respective rights and obligations of the Company, and the Holders, the parties hereto agree as follows:

SECTION 1.1.   Issuance of Warrants.   Each Warrant Certificate shall evidence the number of Warrants specified therein, and each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and non-assessable share of Common Stock (the shares of Common Stock purchasable upon exercise of a Warrant being hereinafter referred to as the “ Warrant Shares ” and, where appropriate, such term shall also mean the other securities or property purchasable and deliverable upon exercise of a Warrant as provided in Article V ) at the price specified herein and therein, in each case subject to adjustment as provided herein and therein.

SECTION 1.2.   Form of Warrant Certificate.   The Warrants will be issued only in certificated form.  The Warrant Certificates evidencing the Warrants to be delivered pursuant to this Warrant Agreement shall be substantially in the form set forth in Exhibit A attached hereto, dated as of the Closing Date.

SECTION 1.3.   Execution of Warrant Certificates.  The Warrant Certificates shall be executed on behalf of the Company by its President or any Vice President and attested to by its Secretary or Assistant Secretary, under its corporate seal.  Such signatures may be the manual or facsimile signatures of the present or any future such officers.  The seal of the Company may be in the form of a facsimile hereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.  Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been delivered by the Company.

In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer before the Warrant Certificate so signed shall be delivered to the applicable Holder or disposed of by the Company, such Warrant Certificate nevertheless may be delivered or disposed of as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution and delivery of this Warrant Agreement any such person was not such an officer.

SECTION 1.4.   Delivery.  The Warrant Certificates shall be numbered and shall be registered in the Warrant Register (as defined in Section 1.5 hereof).  The Company shall deliver the Warrant Certificates to the Initial Holder.

SECTION 1.5.   Registrar and Warrant Register.  The Company will keep, at the office or agency maintained by the Company for such purpose, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of, and registration of transfer and exchange of, Warrants as provided in this Article.  The Company in such capacity and each Person designated by the Company from time to time as a Person authorized to register the transfer and exchange of the Warrants is hereinafter called, individually and collectively, the “Registrar.”   Initially, the Company shall act as Registrar.  The Company may appoint a third party to serve as Registrar.

The Company will at all times designate one Person (who initially will be the Company and who need not be a Registrar) to act as repository of a master list of names and addresses of the Holders (the “ Warrant Register ”).  The Company will act as such repository unless and until some other Person is, by written notice from the Company to the Holders, designated by the Company to act as such.  The Company shall cause each Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Registrar, as may be necessary to enable such repository to maintain the Warrant Register on as current a basis as is practicable.

SECTION 1.6.   Direct Registration of Warrants.  So long as the Common Stock is eligible to participate in a direct registration system or other comparable book entry system, whether pursuant to the requirements of any national securities exchange or otherwise, the Company may provide for direct registration or other book entry registration of the Warrants and the terms of this Agreement shall be modified mutatis muntandis .

SECTION 1.7.   Registration of Transfers and Exchanges .

(a)   Transfer and Exchange.   When Warrants are presented to the Company with a request:

(i)   to register the transfer of the Warrants; or

(ii)   to exchange such Warrants for an equal number of Warrants, the Company shall register the transfer or make the exchange as requested if the requirements under this Warrant Agreement as set forth in this Section 1.7 for such transactions are met; provided, however , that the Warrants presented or surrendered for registration of transfer or exchange:

(b)   Legends.

(i)   Except to the extent permitted by paragraph (ii) of this Section 1.7(b) , each Warrant Certificate (and all Warrants issued in exchange therefor or substitution thereof) shall bear a legend substantially to the following effect:

NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE, OF AIRTRAN HOLDINGS, INC. FOR WHICH THE WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS WARRANT CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN NOR ANY SHARE OF COMMON STOCK ACQUIRED UPON EXERCISE HEREOF MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE OR ANY SECURITIES OF THE COMPANY FOR WHICH THE WARRANT IS EXERCISABLE, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE ELIGIBLE FOR RESALE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY, AND IN EACH OF THE FOREGOING CASES, AN ASSIGNMENT IN THE FORM APPEARING ON THE OTHER SIDE OF THIS WARRANT CERTIFICATE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.  THIS LEGEND SHALL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THIS SECURITY IS SUBJECT TO A REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 31, 2008 BETWEEN THE COMPANY AND BANK OF UTAH, NOT IN ITS INDIVIDUAL CAPACITY BUT AS TRUSTEE (THE “TRUSTEE”) UNDER THAT CERTAIN TRUST AGREEMENT DATED OCTOBER 30, 2008 AND AS IN SUCH TRUST CAPACITY AS THE INITIAL HOLDER (THE “INITIAL HOLDER”) OF THE WARRANTS.  A COPY OF WHICH REGISTRATION RIGHTS AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(ii)   Upon any sale or transfer of a Warrant pursuant to Rule 144 under the Securities Act in accordance with this Section 1.7 or an effective registration statement under the Securities Act, the Company shall permit the Holder thereof to exchange such Warrant Certificate for a Warrant Certificate that does not bear the legend set forth above and rescind any related restriction on the transfer of such Warrant; and

(c)   Obligations with Respect to Transfers and Exchanges.

(i)   The Company shall execute the Warrants to permit registration of transfers and exchanges.

(ii)   All Warrants issued upon any registration of transfer or exchange thereof shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Warrants surrendered upon the registration of transfer or exchange.

(iii)   Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant, and the Company shall not be affected by notice to the contrary.

(d)   Payment of Taxes.   The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or transfer pursuant to this Section 1.7 .

SECTION 1.8.   Lost, Stolen, Destroyed, Defaced or Mutilated Warrant Certificates .  Upon receipt by the Company (or any agent of the Company), of evidence satisfactory to them of the loss, theft, destruction, defacement, or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to it and, in the case of mutilation or defacement, upon surrender thereof to the Company (or any agent of the Company) for cancellation, then, in the absence of notice to the Company (or any agent of the Company) that such Warrant Certificate has been acquired by a bona fide purchaser or holder in due course, the Company shall execute and deliver or cause to be delivered by such agent, in exchange for or in lieu of the lost, stolen, destroyed, defaced or mutilated Warrant Certificate, a new Warrant Certificate representing a like number of Warrants, bearing a number or other distinguishing symbol not contemporaneously outstanding.  Upon the issuance of any new Warrant Certificate under this Section 1.8 , the Company (or any agent of the Company) may require payment from the Holder of such Warrant Certificate of a sum sufficient to cover any tax, stamp tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company and any third person Registrar) in connection therewith.  Every substitute Warrant Certificate executed and delivered pursuant to this Section 1.8 in lieu of any lost, stolen or destroyed Warrant Certificate shall constitute an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of (but shall be subject to all the limitations of rights set forth in) this Warrant Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder.  The provisions of this Section 1.8 are exclusive with respect to the replacement of lost, stolen, destroyed, defaced or mutilated Warrant Certificates and shall preclude (to the extent lawful) any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of lost, stolen, destroyed, defaced or mutilated Warrant Certificates.

SECTION 1.9.   Offices for Exercise, etc.   So long as any of the Warrants remain outstanding, the Company will designate and maintain in the continental United States: (a) an office or agency where the Warrant Certificates may be presented for exercise, (b) an office or agency where the Warrant Certificates may be presented for registration of transfer and for exchange, and (c) an office or agency where notices and demands to or upon the Company in respect of the Warrants or of this Warrant Agreement may be served.  The Company may from time to time change or rescind such designation, as it may deem desirable or expedient.  The Company will give to each Holder written notice of the location of any such office or agency and of any change of location thereof.  The Company hereby designates its corporate offices in Orlando, Florida (the “ Company Office ”), as the initial office maintained for each such purpose.

SECTION 2.1.   Duration of Warrants .  Subject to the terms and conditions established herein, the Warrants shall expire at 5:00 p.m., New York City time on October 31, 2011 (the “ Expiration Date ”).  Warrants may be exercised on any Business Day (as hereinafter defined) on or after the Exercisability Date (as hereinafter defined) and on or prior to the Expiration Date.

Any Warrant not exercised before the close of business on the Expiration Date shall become void, and all rights of the Holder under the Warrant Certificate evidencing such Warrant and under this Warrant Agreement shall cease.

SECTION 2.2.   Exercise, Exercise Price, Settlement and Delivery .

(a)   Subject to the provisions of this Warrant Agreement, each Warrant Holder shall have the right to purchase from the Company on or after the Exercisability Date and on or prior to the Expiration Date, one fully paid and non-assessable Warrant Share per each Warrant such Holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $4.49 for each Warrant Share purchased, subject to adjustment in accordance with Article V hereof (the “ Exercise Price ”).

(b)   Warrants may be exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at the Company Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the “ Election to Exercise ”) duly completed and signed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof, including the Trustee, or by a duly authorized attorney and (ii) paying in full the Exercise Price for each such Warrant Share purchased and any other amounts required to be paid pursuant to Section 4.1 hereof.

(c)   Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, delivered to the Company Office where the Warrant Certificate is being surrendered, (ii) by wire transfer of immediately available funds to a bank account designated by the Company, (iii) by delivery of Warrant Certificates pursuant to Section 2.2(d) or (iv) any combination thereof.  Subject to the provisions of this Warrant Agreement, the rights represented by the Warrants shall be exercisable at the election of the Holders thereof either in full at any time or from time to time in part.

(d)   In the event that any Holder of Warrant Certificates delivers such Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate to satisfy its obligation to pay the Exercise Price in respect thereof by virtue of the provisions of this Section 2.2(d) , such Holder shall become entitled to receive, instead of the number of Warrant Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 2.2(c) , a number of Warrant Shares in respect of the exercise of such Warrants equal to the product of:

For purposes of Rule 144 under the Securities Act, the Company and the Initial Holder, on behalf of the Holders, hereby agree that the exercise of any Warrants in accordance with this Section 2.2(d) shall be deemed to be a conversion of such Warrants, pursuant to the terms of this Warrant Agreement and the Warrants, into Warrant Shares to the extent necessary to comply with the provisions of Rule 144(d)(3)(ii) so as to allow the Warrant Shares to be deemed to be acquired at the same time as the Warrants.

(e)   Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Company Office, such Warrant Certificate and payment shall be promptly delivered to the Company but in no event later than the third Business Day after surrender of such Warrant Certificate.  The “ Exercise Date ” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.2 are received by the Company at or prior to 2:00 p.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date.  If any items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.2 are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day.  Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date, if all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.2 are received by the Company at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.

(f)   Subject to Section 5.2 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company upon written order of the Holder shall (i) issue or cause to be issued to or upon the written order of the Holder evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Warrant Shares to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder pursuant to the Election to Exercise, as set forth on the reverse of the Warrant Certificate or (ii) if the Common Stock is then eligible for registration pursuant to a direct registration system or other “book entry” system, cause such Warrant Shares to be issued in uncertificated form and registered in such direct registration system or other “book entry” system.  Such certificate or certificates evidencing the Warrant Shares shall be deemed to have been issued or such direct registration or book entry recorded and any Persons who are designated to be named therein shall be deemed to have become the Holder of record of such Warrant Shares as of the close of business on the Exercise Date.  After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the Holder of such Warrant Certificate, a new Warrant Certificate, evidencing the number of Warrants, if any, remaining unexercised (unless such Warrants shall have expired).

SECTION 2.3.   Cancellation of Warrant Certificates .  In the event the Company shall purchase or otherwise acquire Warrants, the Warrant Certificates evidencing such Warrants shall be delivered to the Company, and if so delivered, shall be canceled by it and retired.  The Company shall cancel all Warrant Certificates