ENGINE LEASE AGREEMENT [2006 DELIVERY]

EXHIBIT 10.9

ENGINE LEASE AGREEMENT

[2006 DELIVERY]

Dated as of August 15, 2003

between

Aviation Financial Services Inc.

as Lessor

and

AirTran Airways, Inc.

as Lessee

in respect of Engine: CFM56-7B20

Serial No: As set forth in Lease Supplement No. 1

incorporating the provisions of an

ENGINE LEASE

COMMON TERMS AGREEMENT

Dated August 15, 2003

TO THE EXTENT THAT THIS ENGINE LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS ENGINE LEASE AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART DESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR

ENGINE LEASE AGREEMENT

[2007 DELIVERY]

Dated as of August 15, 2003

between

Aviation Financial Services Inc.

as Lessor

and

AirTran Airways, Inc.

as Lessee

in respect of Engine: CFM56-7B20

Serial No: As set forth in Lease Supplement No. 1

incorporating the provisions of an

ENGINE LEASE

COMMON TERMS AGREEMENT

Dated August 15, 2003

ENGINE LEASE AGREEMENT

[2008 DELIVERY]

Dated as of August 15, 2003

between

Aviation Financial Services Inc.

as Lessor

and

AirTran Airways, Inc.

as Lessee

in respect of Engine: CFM56-7B20

Serial No: As set forth in Lease Supplement No. 1

incorporating the provisions of an

ENGINE LEASE

COMMON TERMS AGREEMENT

Dated August 15, 2003

ENGINE LEASE AGREEMENT

[2009 DELIVERY]

Dated as of August 15, 2003

between

Aviation Financial Services Inc.

as Lessor

and

AirTran Airways, Inc.

as Lessee

in respect of Engine: CFM56-7B20

Serial No: As set forth in Lease Supplement No. 1

incorporating the provisions of an

ENGINE LEASE

COMMON TERMS AGREEMENT

Dated August 15, 2003

ENGINE LEASE AGREEMENT

[2010 DELIVERY]

Dated as of August 15, 2003

between

Aviation Financial Services Inc.

as Lessor

and

AirTran Airways, Inc.

as Lessee

in respect of Engine: CFM56-7B20

Serial No: As set forth in Lease Supplement No. 1

incorporating the provisions of an

ENGINE LEASE

COMMON TERMS AGREEMENT

Dated August 15, 2003

ENGINE LEASE AGREEMENT

[TBD DELIVERY]

Dated as of August 15, 2003

between

Aviation Financial Services Inc.

as Lessor

and

AirTran Airways, Inc.

as Lessee

in respect of Engine: CFM56-7B20

Serial No: As set forth in Lease Supplement No. 1

incorporating the provisions of an

ENGINE LEASE

COMMON TERMS AGREEMENT

Dated August 15, 2003

ENGINE LEASE AGREEMENT

[[ ] DELIVERY]

Dated as of August 15, 2003

between

Aviation Financial Services Inc.

as Lessor

and

AirTran Airways, Inc.

as Lessee

in respect of Engine: CFM56-7B20

Serial No: As set forth in Lease Supplement No. 1

incorporating the provisions of an

ENGINE LEASE

COMMON TERMS AGREEMENT

Dated August 15, 2003

ENGINE LEASE AGREEMENT

THIS ENGINE LEASE AGREEMENT is made as of August 15, 2003,

BETWEEN:

(1) Aviation Financial Services Inc., a company incorporated under the Laws of the State of Delaware having its principal place of business and chief executive office at c/o GE Engine Leasing, GE Capital Aviation Services, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Lessor”); and

(2) AirTran Airways, Inc., a company incorporated under the Laws of the State of Delaware having its principal place of business and chief executive office at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Lessee”).

WHEREAS:

(A)	Lessee wishes to lease the Engine (as defined below) from Lessor, and Lessor wishes to lease the Engine to Lessee, on the terms and subject to the conditions provided herein;

(B)	Lessor and Lessee have entered into the Common Terms Agreement (as defined below) in respect of commercial aircraft engines and related equipment that may be leased from time to time by Lessee or one of its Affiliates from Lessor or one of its Affiliates; and

(C)	Lessor and Lessee wish to incorporate by reference such Common Terms Agreement, as well as Schedules A and B attached hereto, into this Engine Lease Agreement for the Engine and a true and complete copy of such Common Terms Agreement is attached hereto as Schedule C;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.	INTERPRETATION

1.1	Definitions: In this Engine Lease Agreement, the following capitalized words and expressions have the respective meanings set forth below:

AD Compliance Period means ninety (90) days after the Return Occasion.

Agreed Value has the meaning specified in Schedule B, Part I hereto.

Annual Supplemental Rent Adjustment and Assumed Ratio have the meanings specified in Schedule B, Part V hereto.

Common Terms Agreement or CTA means the “Engine Lease Common Terms Agreement” dated as of August 15, 2003 executed by Lessor and Lessee (as in effect on the date hereof without, unless Lessor and Lessee otherwise expressly agree, giving any effect to any subsequent amendment, supplement, waiver or other modification thereto), and which forms part of this Engine Lease Agreement, a true and complete copy of which is attached as Schedule C hereto.

Damage Notification Threshold has the meaning specified in Schedule B, Part I hereto.

Deductible Amount has the meaning specified in Schedule B, Part I hereto.

Delivery Condition Requirements has the meaning specified in Schedule A, Part II hereto.

Delivery Location means Cincinnati, Ohio, or such other location within the continental US as shall be mutually acceptable to Lessor and Lessee.

Deposit means all amounts payable pursuant to Section 3.1(Deposit) hereof.

Discount Rate has the meaning specified in Schedule B, Part II hereto.

Early Termination Date has the meaning specified in Section 2.4 (Early Termination Option) hereof.

Engine means whether or not installed on any airframe, the engine of the manufacturer and model specified in Part I of Schedule A which Lessor tenders to Lessee on the Delivery Date (which term includes, where the context admits, a separate reference to all QEC, LRU, engine stand, accessories, the Engine Documents as described in Part I of Schedule A hereto, all modules and other Parts from time to time belonging to or installed in that Engine).

Engine LLP Supplemental Rent has the meaning specified in Schedule B, Part V hereto.

Engine Purchase Agreement means that certain Master Engine Sale and Lease Agreement dated the date hereof between Lessor, as buyer, and Lessee, as seller.

Engine Refurbishment has the meaning specified in Schedule B, Part VI hereto.

Engine Supplemental Rent has the meaning specified in Schedule B, Part V hereto.

Extended Expiry Date means (i) with respect to the First Extension Option, the date that corresponds to the Scheduled Expiry Date in the 12^th month after the Scheduled Expiry Date; (ii) with respect to the Second Extension Option, the date that corresponds to the Scheduled Expiry Date in the 24^th month after the Scheduled Expiry Date; (iii) with respect to the Third Extension Option, the date that corresponds to the Scheduled Expiry Date in the 36^th month after the Scheduled Expiry Date; and (iv) with respect to the Fourth Extension Option, the date that corresponds to the Scheduled Expiry Date in the 3^rd month after the then applicable Scheduled Expiry Date.

Extension Option means any of the extension options granted to Lessee pursuant to Section 2.3 (Extension Options) hereof.

Final Delivery Date means the date that is 365 days after the last day of the Scheduled Delivery Month.

GECC means General Electric Capital Corporation, a Delaware Corporation.

Guarantor means AirTran Holdings, Inc.

Habitual Base means the United States of America or, subject to the prior written consent of Lessor, any other country or countries in which the Engine is for the time being habitually based.

Indemnitee means each of Lessor, Owner, AFSI (if neither Lessor nor Owner), GECAS (in its capacity as lease manager), the Financing Parties’ Representative, and the Financing Parties, and their respective successors and permitted assigns, and each of their respective Affiliates, directors, officers, representatives, agents and employees; provided, however, that none of the foregoing Persons shall be deemed “Indemnitees” in respect of such Person’s status as a manufacturer or maintenance servicer or provider.

Interest Rate has the meaning specified in Schedule B, Part II hereto.

Lease means and includes this Engine Lease Agreement, Schedules A and B hereto, each Lease Supplement hereto, including Lease Supplement No. 1, and the Common Terms Agreement.

Lessor’s Account has the meaning specified in Section 3.4 (Lessor’s Bank Account) herein.

LRU means line replaceable units.

Manufacturer means the manufacturer of the Engine or any separate item of equipment, as the case may be, as set forth on Schedule A hereto.

Minimum Component Calendar Life has the meaning specified in Schedule B, Part VI hereto.

Minimum Engine Cycles has the meaning specified in Schedule B, Part VI hereto.

Minimum Engine Flight Hours has the meaning specified in Schedule B, Part VI hereto.

Minimum Liability Coverage has the meaning specified in Schedule B, Part I hereto.

Owner means Lessor.

Pre-Approved Bank means any bank organized under the laws of the United States or any State thereof, or the New York branch of a major international bank, in each case (a) for only so long as its long-term Dollar denominated unsecured debt (or if it does not have long-term unsecured Dollar denominated debt, its parent corporation’s long-term unsecured Dollar denominated debt) carries a rating from S&P of A+ or better, and (b) so long as each Letter of Credit, if applicable, issued by any such bank to Lessor permits drawings thereunder by facsimile.

Purchase Price means the price paid by Lessor under and as specified in the Engine Purchase Agreement.

Redelivery Location means Lessee’s principal maintenance base or such other redelivery location as Lessor and Lessee may mutually agree upon.

Related Airframe Type means a Boeing model 737-700 aircraft or a Boeing model 737-800 aircraft (as the case may be) on which the Engine may installed.

Rent has the meaning specified in Schedule B, Part II hereto.

Scheduled Delivery Date means the date specified by Lessee in accordance with Section 4.2(a).

Scheduled Delivery Month means such month during the calendar year 2010 as shall be designated by Lessee pursuant to Section 4.2(a).

Scheduled Expiry Date means the day preceding the numerically corresponding day to the Rent Commencement Date one hundred and eighty three (183) months after the Rent Commencement Date or in the event that the date would fall on a day that is not a Business Day, the immediately succeeding Business Day, unless such date is extended pursuant to Lessee’s exercise of an Extension Option, in which case the Scheduled Expiry Date shall be the Extended Expiry Date corresponding to such Extension Option.

Spares Deductible Amount has the meaning specified in Schedule B, Part I hereto.

Tax Indemnitee has the meaning specified in Schedule B, Part IV hereto.

1.2

Interpretation: Unless otherwise defined or expressly specified herein, capitalized words and expressions when used in this Engine Lease Agreement have the same respective meanings as defined in the Common Terms Agreement. The construction provisions of Section 1.2 (Construction) of the Common Terms Agreement shall apply to this Engine Lease Agreement. In the event of a conflict between the provisions of this Engine Lease Agreement and the provisions of the Common Terms Agreement, the provisions of this Engine Lease Agreement shall control.

2.	LEASING

2.1	Agreement to Lease: Subject to the terms and conditions of the Lease, Lessor will lease the Engine to Lessee and Lessee will take delivery of and lease the Engine from Lessor in accordance with the Lease for the duration of the Term.

2.2

Term: Subject to Sections 4.1 (Leasing) through 4.4 (Delayed Delivery) of the Common Terms Agreement, Delivery of the Engine will occur at the Delivery Location, whereupon Lessee shall accept the Engine hereunder and evidence such Delivery and acceptance by executing and delivering Lease Supplement No. 1 as provided in Section 4.3 (Delivery and Acceptance) of the Common Terms Agreement. The Term will commence on the Delivery Date, which Delivery Date is scheduled to occur in the Scheduled Delivery Month, and will expire on the Scheduled Expiry Date unless terminated earlier in accordance with the provisions of the Lease or unless extended in accordance with the provisions of the Lease.

2.3	Extension Options:

(a)

Provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessor hereby grants Lessee the right to extend the Term for one (1) year from the Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “First Extension Option”). Provided that Lessee exercises the First Extension Option in accordance herewith, and further

provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Second Extension Option”). Provided that Lessee exercises the Second Extension Option, and further provided that Lessee shall not have theretofore exercised the Fourth Extension Option, Lessee shall have the right to further extend the Term for an additional one (1) year from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Third Extension Option”). Lessee shall have an additional right to extend the Term for one three (3) month period from the then applicable Scheduled Expiry Date in accordance with the terms and conditions set forth in this Section 2.3 (the “Fourth Extension Option,” and together with the First Extension Option, Second Extension Option and Third Extension Option, the “Extension Options”).

(b)

In order to exercise any Extension Option, the following conditions must be satisfied:

(i)

Not later than twelve (12) months prior to then applicable Scheduled Expiry Date as extended, Lessor shall have received a written notice from Lessee stating that it is exercising the Extension Option, which notice once given shall be irrevocable.

(ii)

Promptly after such notice, Lessee shall deliver to Lessor a Lease Supplement, board resolutions, legal opinions and other documents related to such extension, as Lessor may reasonably request.

(iii)

no Significant Default nor any Event of Default shall have occurred and be continuing on the date that Lessor receives notice of Lessee’s exercise of the Extension Option or on the then applicable Scheduled Expiry Date (as determined without giving effect to Lessee’s exercise of the Extension Option).

(c)

If Lessee elects to exercise an Extension Option then, with effect from the Scheduled Expiry Date, the Lease shall be automatically amended as follows:

(i)

with respect to the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety five (195) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the First Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred ninety eight (198) months after the Rent Commencement Date”);

(ii)

with respect to the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the

words “two hundred seven (207) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Second Extension Option, the words “one hundred ninety five (195) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred ten (210) months after the Rent Commencement Date”);

(iii)

with respect to the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred nineteen (219) months after the Rent Commencement Date” (provided, however, if Lessee exercises the Fourth Extension Option concurrently with the Third Extension Option, the words “two hundred seven (207) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “two hundred twenty two (222) months after the Rent Commencement Date”); and

(iv)

in the event Lessee does not exercise any of the First Extension Option, the Second Extension Option or the Third Extension Option, but elects to exercise the Fourth Extension Option, the words “one hundred eighty three (183) months after the Rent Commencement Date” in the definition of “Scheduled Expiry Date” shall be deemed replaced by the words “one hundred eighty six (186) months after the Rent Commencement Date”.

For the avoidance of doubt, Lessor and Lessee acknowledge and agree that the Fourth Extension Option may only be exercised once during the Term. Lessor and Lessee further acknowledge and agree that all other provisions of the Lease shall remain in full force and effect.

2.4

Early Termination Option: Notwithstanding the other provisions of the Lease, Lessee shall have the right to terminate the leasing of the Engine hereunder on the date which corresponds to the Scheduled Expiry Date three (3) months prior to the Scheduled Expiry Date (the “Early Termination Date”) provided that:

(a)

Lessee shall give Lessor notice in writing (the “Termination Notice”) of its exercise of such right not less than twelve (12) months prior to the Early Termination Date, which notice once given shall be irrevocable;

(b)

no Significant Default nor any Event of Default shall have occurred and be continuing on the date on which Lessee issues the Termination Notice or on the Early Termination Date; and

(c)

upon receipt by Lessor of the Termination Notice given by Lessee in respect of the Engine, the “Expiry Date” of the Engine Lease Agreement shall be deemed to be the Early Termination Date, and the Lease shall be deemed to have been so amended automatically, but all other provisions of the Lease shall remain in full and unvaried force and effect.

2.5

Guarantee: Lessee is required to provide a Guarantee by Guarantor in accordance with Section 5.15 of the Common Terms Agreement and a legal opinion of Lessee’s legal counsel (who may be Lessee’s in-house legal counsel) in respect of the Guarantee in form and substance reasonably acceptable to Lessor.

2.6

Pre-Delivery Adverse Change: Lessor will have the right prior to delivery to cancel the Lease, if in Lessor’s judgment, acting reasonably and in good faith, in relation to the date hereof there occurs, or could reasonably be expected to occur within six (6) months of the date of Lessor’s determination, any material adverse change in Lessee’s financial condition, its operations, its liabilities, its business or its prospects, or in its ability to perform its obligations contemplated hereunder or in the ability of Lessor to exercise any right or remedy customarily afforded a lessor of aircraft to a Certificated Air Carrier. Without limiting the generality of the foregoing, such a material adverse change shall be deemed to have occurred if Lessee or Guarantor files, is subject to an involuntary filing or announces that it is contemplating the filing of, a petition in bankruptcy or voluntary petition seeking reorganization in a proceeding under any bankruptcy or insolvency Laws.

3.	PAYMENTS

3.1	Deposit: Lessee shall pay to Lessor the Deposit in cash (to which Deposit Section 5.13 (Further Provisions Regarding Deposit) of the Common Terms Agreement shall apply), in the amounts and at the times provided in Schedule B hereto.

3.2

Rent: Lessee shall pay Rent to Lessor on each Rent Date during the Term in the amount provided in Schedule B hereto and as provided in Sections 5.2 (Rental Periods) and 5.3 (Rent) of the Common Terms Agreement. The first installment of Rent shall be due and payable on the Rent Commencement Date as defined herein.

3.3	Supplemental Rent: Lessee shall pay Supplemental Rent to Lessor on each applicable date during the Term in the amounts provided in Schedule B hereto and as provided in Section 5.4 (Supplemental Rent) of the Common Terms Agreement.

3.4

Lessor’s Bank Account: For the purposes of Section 5.5 (Payments) of the Common Terms Agreement, Lessor’s bank account and wire transfer particulars, to which all payments to Lessor shall be made, are at the date hereof (“Lessor’s Account”): Deutsche Bank Trust Company, New York, ABA Number 021 001 033, for the account of Aviation Financial Services Inc. Depository Account, Account Number ▇▇-▇▇▇-▇▇▇.

3.5	Lessor’s Maintenance Contribution: Lessor shall make maintenance contribution payments as and to the extent provided in Section 7.2 (Maintenance Contributions) of the Common Terms Agreement.

3.6

Tax Indemnity: Lessor has assumed that MACRS Deductions (as defined in Schedule B) shall be available to Lessor in respect of the leasing of the Engine and that no more than ten percent (10%) of any items of income, deduction, or loss in respect of the Engine or the leasing thereof will be from foreign sources. The indemnification obligations of Lessee with respect thereto are set forth in Part IV of Schedule B.

3.7

MCPH: It is acknowledged that Lessee may wish (either at Delivery or subsequently) to enroll the Engine into an engine maintenance agreement with GE Engine Services (“GEES”) on a restored hour basis (the “GEES MCPH Agreement”). If Lessee enters into the GEES MCPH Agreement, in lieu of the maintenance contributions contemplated by Section 3.5 (Lessor’s Maintenance Contribution) hereof, and provided no Significant Default or Event of Default has occurred and is continuing as to which Lessor is then exercising remedies, in connection with performance of an Engine Refurbishment, Lessor shall pay directly to GEES the lesser of (a) the amount required by the GEES MCPH Agreement at the relevant time, and (b) the balance of the Supplemental Rent received and not previously disbursed by Lessor corresponding to the Engine Refurbishment of the Engine.

4.	CONDITION OF THE ENGINE AT DELIVERY

4.1

Lessor is purchasing the Engine from Lessee on the Delivery Date for the purpose of leasing the Engine hereunder to Lessee. Lessee agrees that it is obligated to accept the Engine for lease hereunder upon tender by Lessor and Lessor agrees that it is obligated to tender the Engine to Lessee for lease hereunder upon its acceptance thereof under the Purchase Agreement.

4.2	Notwithstanding the terms of the CTA:

(a)

Lessor shall not be required to give notice of the Scheduled Delivery Date to Lessee, and the Scheduled Delivery Month and the Scheduled Delivery Date shall be the month and date, respectively, notified by Lessee to Lessor as the month and date, respectively, for delivery of the Engine under and in accordance with the Engine Purchase Agreement;

(b)

the Pre-Delivery Procedure referenced in Section 4.2 (Pre-Delivery Procedure) of the CTA shall be carried out immediately prior to such acquisition of the Engine;

(c)

Lessor will deliver the Engine to Lessee at the Delivery Location immediately subsequent to acquisition under the Engine Purchase Agreement.

5.	CONDITION OF THE ENGINE AT REDELIVERY

On the Return Occasion, Lessee shall redeliver the Engine to Lessor at the location specified in the CTA and at such redelivery the Engine shall be in the condition provided in the CTA, including Schedule 6 (Procedure and Operating Condition at Redelivery) of the Common Terms Agreement.

6.	NAMEPLATE INSCRIPTION

Lessee shall install a Nameplate on the Engine to read:

“THIS ENGINE IS OWNED BY AVIATION FINANCIAL SERVICES INC., AS OWNER AND IS LEASED TO AIRTRAN AIRWAYS, INC. AND MAY NOT BE OR

REMAIN IN THE POSSESSION OF OR BE OPERATED BY, ANY OTHER PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF AVIATION FINANCIAL SERVICES INC.”

7.	ADDRESSES FOR NOTICES

The addresses and facsimile and telephone numbers of Lessor and Lessee are as follows:

Lessor:

Aviation Financial Services Inc.

c/o: GE Engine Leasing

GE Capital Aviation Services, Inc.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: Contracts Leader

Facsimile: [ ]

Telephone: [ ]

Email: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Lessee:

AirTran Airways, Inc.

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: General Counsel

Facsimile: [ ]

Telephone: [ ]

Email: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

8.	THE SCHEDULES AND COMMON TERMS AGREEMENT

ALL THE PROVISIONS OF SCHEDULE A HERETO, SCHEDULE B HERETO AND THE COMMON TERMS AGREEMENT, ARE INCORPORATED BY REFERENCE HEREIN AND ARE PART OF THIS ENGINE LEASE AGREEMENT AS IF THEY WERE SET OUT IN FULL HEREIN.

9.	NO AMENDMENT EXCEPT IN WRITING

No provision of this Lease, including any provision of Schedule A, Schedule B or the Common Terms Agreement, may be amended, rescinded, changed, waived, discharged, terminated or otherwise modified in any way whatsoever, except by a writing signed by the party to be charged. Pursuant to and to comply with Section (2) of Section 2A-208 of the UCC, if and to the extent applicable, Lessor and Lessee acknowledge their agreement to the provisions of this Section 9 by their signatures below.

IN WITNESS WHEREOF, the parties hereto have executed this Engine Lease Agreement, each by their duly authorized representative(s), as of the date shown at the beginning of this Engine Lease Agreement.

LESSOR:


AVIATION FINANCIAL SERVICES INC.

By:

Name:

Title:

LESSEE:


AIRTRAN AIRWAYS, INC.

By:

Name:

Title:

-S-

SCHEDULE A

PART I-ENGINE AND RELATED EQUIPMENT DESCRIPTION

ENGINE

Manufacturer:		CFMI

Model:		CFM56-7B20

Manufacturer’s Serial Number:		To be advised thirty (30) days prior to Delivery and included in Lease Supplement No. 1

QEC Manufacturer:		Boeing

QEC Manufacturer’s Kit Number:		As specified in the Certificate of Acceptance

QEC Parts List:		As specified in the Certificate of Acceptance

Engine Stand Part Number:		As specified in the Certificate of Acceptance

Engine Stand Serial Number:		As specified in the Certificate of Acceptance

LRU:		As specified in the Certificate of Acceptance

Other Accessories:		As specified in the Certificate of Acceptance

Engine Documents and Records:		Listed below.

The Engine has 750 or more rated takeoff horsepower or the equivalent.

ENGINE DOCUMENTS AND RECORDS

All documents and records as are delivered to Lessee by the Manufacturer on the Delivery Date in connection with the delivery of the Engine, provided, however, that at a minimum, the following documents and records shall be delivered by the Manufacturer:

1. ▇▇▇▇ of Lading

2. Export Certificate Number Assignment Card (FAA signed doc)

3. Application for Export Certification of Airworthiness (DOT form 2120-0018)

4. FAA Certificate of Airworthiness (FAA form 8130-4)

5. CFM furnished equipment list

6. CFM conformity inspection record

7. CFM performance test summary

8. Engine Data Submittal to include the tracked parts, S/B and AD configuration

Lessor and Lessee acknowledge and agree that the Engine Data Submittal to include the tracked parts, S/B and AD configuration will be delivered immediately after the Delivery Date, but in no event later than four (4) weeks after the Delivery Date.

A-1

PART II

***

***	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.

A-2

SCHEDULE A

PART III

***

***	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.

A-3

SCHEDULE A

PARTS II AND III

[FAA]

INTENTIONALLY DELETED FROM THE VERSION OF THIS DOCUMENT FILED WITH THE FAA AS CONTAINING CONFIDENTIAL AND PROPRIETARY INFORMATION.

A-1

SCHEDULE B

***

***	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.

B-1

SCHEDULE B

[FAA]

INTENTIONALLY DELETED FROM THE VERSION OF THIS DOCUMENT FILED WITH

THE FAA AS CONTAINING CONFIDENTIAL AND PROPRIETARY INFORMATION

B-1

SCHEDULE C

ENGINE LEASE

COMMON TERMS AGREEMENT

[ATTACH]

C-1

ENGINE LEASE AGREEMENT [2006 DELIVERY]

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