Exhibit 4.4

                                                                EXECUTION COPY


     _____________________________________________________________________

                         REGISTRATION RIGHTS AGREEMENT

                            Dated December 21, 1999

                                     among

                                 AMTRAN, INC.

                           AMERICAN TRANS AIR, INC.

                         AMBASSADAIR TRAVEL CLUB, INC.

               ATA LEISURE CORP. (formerly, ATA VACATIONS, INC.)

                              AMBER TRAVEL, INC.

                    AMERICAN TRANS AIR TRAINING CORPORATION

                       AMERICAN TRANS AIR EXECUJET, INC.

                         AMBER AIR FREIGHT CORPORATION

                        CHICAGO EXPRESS AIRLINES, INC.

                                      and

                         DEUTSCHE BANK SECURITIES INC.

     _____________________________________________________________________



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                         REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into December 21, 1999, among Amtran, Inc., an Indiana corporation
(the "Company"), American Trans Air, Inc. ("ATA"), Ambassadair Travel Club,
Inc. ("Ambassadair"), ATA Leisure Corp. (formerly, ATA Vacations, Inc.)
("Leisure"), Amber Travel, Inc. ("Amber Travel"), American Trans Air Training
Corporation ("Training"), American Trans Air Execujet, Inc. ("Execujet"),
Amber Air Freight Corporation ("Amber Freight") and Chicago Express Airlines,
Inc. ("Express" and together with ATA, Ambassadair, Leisure, Amber Travel,
Training, Amber Freight and Execujet, the "Subsidiary Guarantors") and
DEUTSCHE BANK SECURITIES INC. (the "Initial Purchaser").

          This Agreement is made pursuant to the Purchase Agreement dated
December 16, 1999, among the Company, the Subsidiary Guarantors and the
Initial Purchaser (the "Purchase Agreement"), which provides for the sale by
the Company to the Initial Purchaser of an aggregate of 75,000,000 principal
amount of the Company's 10 1/2% Senior Notes due 2004 (the "Securities"). In
order to induce the Initial Purchaser to enter into the Purchase Agreement,
the Company and the Subsidiary Guarantors have agreed to provide to the
Initial Purchaser and its direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Purchase Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Definitions.

          As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

          "1933 Act" shall mean the Securities Act of 1933, as amended from
time to time.

          "1934 Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

          "Additional Interest" shall have the meaning set forth in Section
2(e) hereof.

          "Closing Date" shall mean the Closing Date as defined in the
Purchase Agreement.

          "Company" shall have the meaning set forth in the preamble and shall
also include the Company's successors.

          "Exchange Offer" shall mean the exchange offer by the Company of
Exchange Securities for Registrable Securities pursuant to Section 2(a)
hereof.

          "Exchange Offer Registration" shall mean a registration under the
1933 Act effected pursuant to Section 2(a) hereof.

          "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

          "Exchange Securities" shall mean interests in the global notes
issued by the Company in, or interests in global notes issued by the Company
bearing the same CUSIP number as the global notes issued in, the registered
exchange offer for the Company's 10 1/2% Senior Notes due 2004 originally
issued on July 24, 1997 and which are jointly and severally guaranteed


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by the Subsidiary Guarantors under the Indenture containing terms identical to
the Securities (except that (i) interest thereon shall accrue from the last
date on which interest was paid on the Securities or, if no such interest has
been paid, from December 21, 1999 and (ii) the Exchange Securities will not
bear legends restricting the transfer thereof or contain terms with respect to
transfer restrictions) and to be offered to Holders of Securities in exchange
for Securities pursuant to the Exchange Offer.

          "Holder" shall mean the Initial Purchaser, for so long as it owns
any Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture; provided that for purposes of Sections 4 and 5 of this
Agreement, the term "Holder" shall include Participating Broker-Dealers (as
defined in Section 4(a)).

          "Indenture" shall mean the Indenture relating to the Securities
dated as of July 24, 1997, and as supplemented as of December 21, 1999,
between the Company, the Subsidiary Guarantors and First Security Bank, N.A.,
as trustee, and as the same may be amended from time to time in accordance
with the terms thereof.

          "Initial Purchaser" shall have the meaning set forth in the
preamble.

          "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities; provided
that whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by
the Company or any of its affiliates (as such term is defined in Rule 405
under the 1933 Act) (other than the Initial Purchaser or subsequent holders of
Registrable Securities if such subsequent holders are deemed to be such
affiliates solely by reason of their holding of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage or amount.

          "Person" shall mean an individual, partnership, corporation, trust
or unincorporated organization, or a government or agency or political
subdivision thereof.

          "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.

          "Purchase Agreement" shall have the meaning set forth in the
preamble.

          "Registrable Securities" shall mean the Securities and the
guarantees thereof by the Subsidiary Guarantors; provided, however, that the
Securities and the guarantees thereof shall cease to be Registrable Securities
(i) when a Registration Statement with respect to such Securities and the
guarantees thereof shall have been declared effective under the 1933 Act and
such Securities and the guarantees thereof shall have been disposed of
pursuant to such Registration Statement, (ii) when such Securities and the
guarantees thereof have been sold to the public pursuant to Rule 144(k) (or
any similar provision then in force, but not Rule 144A) under the 1933 Act or
(iii) when such Securities and the guarantees thereof shall have ceased to be
outstanding.

          "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Subsidiary Guarantors with
this Agreement, including without limitation: (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange


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Securities or Registrable Securities), (iii) all expenses of any Persons in
preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements
relating to the qualification of the Indenture under applicable securities
laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii)
the fees and disbursements of counsel for the Company and the Subsidiary
Guarantors and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial
Purchaser) and (viii) the fees and disbursements of the independent public
accountants of the Company and the Subsidiary Guarantors, including the
expenses of any special audits or "cold comfort" letters required by or
incident to such performance and compliance, but excluding fees and expenses
of counsel to the underwriters (other than fees and expenses set forth in
clause (ii) above) or the Holders and underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

          "Registration Statement" shall mean any registration statement of
the Company and the Subsidiary Guarantors that covers any of the Exchange
Securities or Registrable Securities pursuant to the provisions of this
Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.

          "SEC" shall mean the Securities and Exchange Commission.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Subsidiary Guarantors pursuant to the
provisions of Section 2(b) of this Agreement which covers all of the
Registrable Securities (but no other securities unless approved by the Holders
whose Registrable Securities are covered by such Shelf Registration Statement)
on an appropriate form under Rule 415 under the 1933 Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

          "Underwritten Registration" or "Underwritten Offering" shall mean a
registration in which Registrable Securities are sold to an Underwriter (as
hereinafter defined) for reoffering to the public.

          2.   Registration Under the 1933 Act.

          (a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company and the Subsidiary
Guarantors shall use their best efforts, at their cost, to cause to be filed
within 45 days after the Closing Date, and have the SEC declare effective
within 150 days after the Closing Date an Exchange Offer Registration
Statement covering the offer by the Company and the Subsidiary Guarantors to
the Holders to exchange all of the Registrable Securities for Exchange
Securities and to have such Registration Statement remain effective until the
closing of the Exchange Offer. The Company and the Subsidiary Guarantors shall
commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use their best efforts to
have the Exchange Offer consummated not later than 30 days after such
effective date. The Company and the Subsidiary Guarantors shall commence the
Exchange Offer by mailing the related

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exchange offer Prospectus and accompanying documents to each Holder stating,
in addition to such other disclosures as are required by applicable law:

               (i) that the Exchange Offer is being made pursuant to this
          Registration Rights Agreement and that all Registrable Securities
          validly tendered will be accepted for exchange;

               (ii) the dates of acceptance for exchange (which shall be a
          period of at least 20 Business Days from the date such notice is
          mailed) (the "Exchange Dates");

               (iii) that any Registrable Security not tendered will remain
          outstanding and continue to accrue interest, but will not retain any
          rights under this Registration Rights Agreement;

               (iv) that Holders electing to have a Registrable Security
          exchanged pursuant to the Exchange Offer will be required to
          surrender such Registrable Security, together with the enclosed
          letters of transmittal, to the institution and at the address
          (located in the Borough of Manhattan, The City of New York)
          specified in the notice prior to the close of business on the last
          Exchange Date; and

               (v) that Holders will be entitled to withdraw their election,
          not later than the close of business on the last Exchange Date, by
          sending to the institution and at the address (located in the
          Borough of Manhattan, The City of New York) specified in the notice
          a telegram, telex, facsimile transmission or letter setting forth
          the name of such Holder, the principal amount of Registrable
          Securities delivered for exchange and a statement that such Holder
          is withdrawing his election to have such Securities exchanged.

               As soon as practicable after the last Exchange Date, the
Company shall:

               (i) accept for exchange Registrable Securities or portions
          thereof tendered and not validly withdrawn pursuant to the Exchange
          Offer; and

               (ii) deliver, or cause to be delivered, to the Trustee for
          cancellation all Registrable Securities or portions thereof so
          accepted for exchange by the Company and issue, and cause the
          Trustee to promptly authenticate and mail to each Holder, an
          Exchange Security equal in principal amount to the principal amount
          of the Registrable Securities surrendered by such Holder.

          The Company and the Subsidiary Guarantors shall use their best
efforts, at their cost, to complete the Exchange Offer as provided above and
shall comply with the applicable requirements of the 1933 Act, the 1934 Act
and other applicable laws and regulations in connection with the Exchange
Offer. The Exchange Offer shall not be subject to any conditions, other than
that the Exchange Offer does not violate applicable law or any applicable
interpretation of the Staff of the SEC. The Company shall inform the Initial
Purchaser of the names and addresses of the Holders to whom the Exchange Offer
is made, and the Initial Purchaser shall have the right, subject to applicable
law, to contact such Holders and otherwise facilitate the tender of
Registrable Securities in the Exchange Offer.

          (b) In the event that (i) the Company and the Subsidiary Guarantors
determine that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be consummated as soon as practicable after
the last Exchange Date because it would violate applicable law or the
applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is
not for any other reason consummated by June 21, 2000 or (iii) the Exchange
Offer has been completed and in the opinion of counsel for the Initial
Purchaser a Registration Statement must be filed and a Prospectus must be
delivered by the Initial Purchaser in connection with any offering or sale of
Registrable Securities, the Company and the Subsidiary Guarantors shall use


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their best efforts, at their cost, to cause to be filed as soon as practicable
after such determination, date or notice of such opinion of counsel is given
to the Company, as the case may be, a Shelf Registration Statement providing
for the sale by the Holders of all of the Registrable Securities and to have
such Shelf Registration Statement declared effective by the SEC within 60 days
after the date such Shelf Registration Statement was filed. The Company and
the Subsidiary Guarantors agree to use their best efforts to keep the Shelf
Registration Statement continuously effective until the second anniversary of
its effective date or such shorter period that will terminate when all of the
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement. Notwithstanding the
foregoing, during any consecutive 365- day period, the Company will have the
ability to suspend the availability of the Shelf Registration Statement for up
to two periods of up to 30 consecutive days each (except that none of such
periods may occur during the 60-day period immediately prior to the maturity
of the Securities) if the Company's Board of Directors determines in good
faith that there is a valid purpose for the suspension. The Company and the
Subsidiary Guarantors further agree to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company and the Subsidiary
Guarantors for such Shelf Registration Statement or by the 1933 Act or by any
other rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use their best efforts to cause any such amendment to become effective and
such Shelf Registration Statement to become usable as soon as thereafter
practicable. The Company and the Subsidiary Guarantors agree to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

          (c) The Company and the Subsidiary Guarantors shall pay all
Registration Expenses in connection with the registration pursuant to Section
2(a) or Section 2(b). Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder's Registrable Securities pursuant to the Shelf Registration
Statement.

          (d) An Exchange Offer Registration Statement pursuant to Section
2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or
court, such Registration Statement will be deemed not to have become effective
during the period of such interference until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume.

          (e) If the Company and the Subsidiary Guarantors fail to comply with
the provisions of this Section 2 or if the Exchange Offer Registration
Statement or the Shelf Registration Statement fails to become effective, then
additional interest (the "Additional Interest") shall become payable in
respect of the Securities as follows:

          (i) if (A) neither the Exchange Offer Registration Statement nor the
     Shelf Registration Statement is filed with the SEC on or prior to 45 days
     after the Closing Date or (B) notwithstanding that the Company and the
     Subsidiary Guarantors have consummated or will consummate an Exchange
     Offer, the Company and the Subsidiary Guarantors are required to file a
     Shelf Registration Statement and such Shelf Registration Statement is not
     filed on or prior to the date required hereby, then commencing on the day
     after either such required filing date, Additional Interest payable in
     respect of the Securities shall accrue on the principal amount of the
     Securities at a rate of 0.5% per annum for the first 90 days immediately
     following each such filing date, such Additional Interest rate increasing
     by an additional 0.5% per annum at the beginning of each subsequent
     90-day period; or


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          (ii) if (A) neither the Exchange Offer Registration Statement nor a
     Shelf Registration Statement is declared effective by the SEC on or prior
     to 150 days after the Closing Date or (B) notwithstanding that the
     Company and the Subsidiary Guarantors have consummated or will consummate
     an Exchange Offer, the Company and the Subsidiary Guarantors are required
     to file a Shelf Registration Statement and such Shelf Registration
     Statement is not declared effective by the SEC on or prior to the 60th
     day following the date such Shelf Registration Statement was filed, then,
     commencing on the day after either such required effective date,
     Additional Interest payable in respect of the Securities shall accrue on
     the principal amount of the Securities at a rate of 0.5% per annum for
     the first 90 days immediately following such date, such Additional
     Interest rate increasing by an additional 0.5% per annum at the beginning
     of each subsequent 90-day period; or

          (iii) if (A) the Company and the Subsidiary Guarantors have not
     exchanged Exchange Securities for all Registrable Securities validly
     tendered in accordance with the terms of the Exchange Offer on or prior
     to the 30th day after the date on which the Exchange Offer Registration
     Statement was declared effective or (B) if applicable, the Shelf
     Registration Statement has been declared effective and such Shelf
     Registration Statement ceases to be effective at any time prior to the
     second anniversary of its effective date (other than after such time as
     all the Registrable Securities have been disposed of thereunder), then
     Additional Interest payable in respect of the Securities shall accrue on
     the principal amount of the Securities at a rate of 0.5% per annum for
     the first 90 days commencing on (x) the 31st day after such effective
     date, in the case of (A) above, or (y) the day such Shelf Registration
     Statement ceases to be effective, in the case of (B) above, such
     Additional Interest rate increasing by an additional 0.5% per annum at
     the beginning of each subsequent 90-day period; provided, however, that
     the Additional Interest rate on the notes may not exceed in the aggregate
     2.0% per annum; provided, further, however, that (a) upon the filing of
     the Exchange Offer Registration Statement or a Shelf Registration
     Statement (in the case of clause (i) above), (b) upon the effectiveness
     of the Exchange Offer Registration Statement or a Shelf Registration
     Statement (in the case of clause (ii) above), or (c) upon the exchange of
     Exchange Securities for all Registrable Securities tendered (in the case
     of clause (iii)(A) above), or upon the effectiveness of the Shelf
     Registration Statement which had ceased to remain effective (in the case
     of clause (iii)(B) above), Additional Interest on the Securities as a
     result of such clause (or the relevant subclause thereof), as the case
     may be, shall cease to accrue.

          (f) Without limiting the remedies available to the Initial Purchaser
and the Holders, the Company and the Subsidiary Guarantors acknowledge that
any failure by the Company and the Subsidiary Guarantors to comply with their
obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchaser or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the
Initial Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Subsidiary Guarantors' obligations
under Section 2(a) and Section 2(b) hereof.

     3.   Registration Procedures.

          In connection with the obligations of the Company and the Subsidiary
Guarantors with respect to the Registration Statements pursuant to Section
2(a) and Section 2(b) hereof, the Company and the Subsidiary Guarantors shall
within the time periods provided for in Section 2(a) and Section 2(b) hereof,
or if no such time frame is provided for thereby, shall as expeditiously as
possible:

          (a) prepare and file with the SEC a Registration Statement on the
     appropriate form under the 1933 Act, which form (x) shall be selected by
     the Company and the Subsidiary Guarantors and (y) shall, in the case of a
     Shelf Registration, be available for

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     the sale of the Registrable Securities by the selling Holders thereof and
     (z) shall comply as to form in all material respects with the
     requirements of the applicable form and include all financial statements
     required by the SEC to be filed therewith, and use its best efforts to
     cause such Registration Statement to become effective and remain
     effective in accordance with Section 2 hereof;

          (b) prepare and file with the SEC such amendments and post-effective
     amendments to each Registration Statement as may be necessary to keep
     such Registration Statement effective for the applicable period and cause
     each Prospectus to be supplemented by any required prospectus supplement
     and, as so supplemented, to be filed pursuant to Rule 424 under the 1933
     Act; to keep each Prospectus current during the period described under
     Section 4(3) and Rule 174 under the 1933 Act that is applicable to
     transactions by brokers or dealers with respect to the Registrable
     Securities or Exchange Securities;

          (c) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Securities, to counsel for the Initial Purchaser, to counsel
     for the Holders and to each Underwriter of an Underwritten Offering of
     Registrable Securities, if any, without charge, as many copies of each
     Prospectus, including each preliminary Prospectus, and any amendment or
     supplement thereto and such other documents as such Holder or Underwriter
     may reasonably request, in order to facilitate the public sale or other
     disposition of the Registrable Securities; and the Company and each of
     the Subsidiary Guarantors consent to the use of such Prospectus and any
     amendment or supplement thereto in accordance with applicable law by each
     of the selling holders of Registrable Securities and any such
     Underwriters in connection with the offering and sale of the Registrable
     Securities covered by and in the manner described in such Prospectus or
     any amendment or supplement thereto in accordance with applicable law;

          (d) use its best efforts to register or qualify the Registrable
     Securities under all applicable state securities or "blue sky" laws of
     such jurisdictions within the United States as any Holder of Registrable
     Securities covered by a Registration Statement shall reasonably request
     in writing by the time the applicable Registration Statement is declared
     effective by the SEC, to cooperate with such Holders in connection with
     any filings required to be made with the National Association of
     Securities Dealers, Inc. and do any and all other acts and things which
     may be reasonably necessary or advisable to enable such Holder to
     consummate the disposition in each such jurisdiction of such Registrable
     Securities owned by such Holder; provided, however, that neither the
     Company nor any Subsidiary Guarantor shall be required to (i) qualify as
     a foreign corporation or as a dealer in securities in any jurisdiction
     where it would not otherwise be required to qualify but for this Section
     3(d), (ii) file any general consent to service of process or (iii)
     subject itself to taxation in any such jurisdiction if it is not so
     subject;

          (e) in the case of a Shelf Registration, notify each Holder of
     Registrable Securities, counsel for the Holders and counsel for the
     Initial Purchaser promptly and, if requested by any such Holder or
     counsel, confirm such advice in writing (i) when a Registration Statement
     has become effective and when any post-effective amendment thereto has
     been filed and becomes effective, (ii) of any request by the SEC or any
     state securities authority for amendments and supplements to a
     Registration Statement and Prospectus or for additional information after
     the Registration Statement has become effective, (iii) of the issuance by
     the SEC or any state securities authority of any stop order suspending
     the effectiveness of a Registration Statement or the initiation of any
     proceedings for that purpose, (iv) if, between the effective date of a
     Registration Statement and the closing of any sale of Registrable
     Securities covered thereby, the representations and warranties of the
     Company and each Subsidiary Guarantor contained in any underwriting
     agreement, securities sales agreement or other similar agreement, if any,
     relating to the offering cease to be true and correct in all material
     respects or if the


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     Company or any Subsidiary Guarantor receives any notification with
     respect to the suspension of the qualification of the Registrable
     Securities for sale in any jurisdiction or the initiation of any
     proceeding for such purpose, (v) of the happening of any event during the
     period a Shelf Registration Statement is effective which makes any
     statement made in such Registration Statement or the related Prospectus
     untrue in any material respect or which requires the making of any
     changes in such Registration Statement or Prospectus in order to make the
     statements therein not misleading and (vi) of any determination by the
     Company or any Subsidiary Guarantor that a post-effective amendment to a
     Registration Statement would be appropriate;

          (f) make every reasonable effort to obtain the withdrawal of any
     order suspending the effectiveness of a Registration Statement at the
     earliest possible moment and provide immediate notice to each Holder of
     the withdrawal of any such order;

          (g) in the case of a Shelf Registration, furnish to each Holder of
     Registrable Securities, without charge, at least one conformed copy of
     each Registration Statement and any post-effective amendment thereto
     (without documents incorporated therein by reference or exhibits thereto,
     unless requested);

          (h) in the case of a Shelf Registration, cooperate with the selling
     Holders of Registrable Securities to facilitate the timely preparation
     and delivery of certificates representing Registrable Securities to be
     sold and not bearing any restrictive legends and enable such Registrable
     Securities to be in such denominations (consistent with the provisions of
     the Indenture) and registered in such names as the selling Holders may
     reasonably request at least two business days prior to the closing of any
     sale of Registrable Securities;

          (i) in the case of a Shelf Registration, upon the occurrence of any
     event contemplated by Section 3(e)(v) hereof, use its best efforts to
     prepare and file with the SEC a supplement or post-effective amendment to
     a Registration Statement or the related Prospectus or any document
     incorporated therein by reference or file any other required document so
     that, as thereafter delivered to the purchasers of the Registrable
     Securities, such Prospectus will not contain any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading. The Company and each of the Subsidiary Guarantors
     agree to notify the Holders to suspend use of the Prospectus as promptly
     as practicable after the occurrence of such an event, and the Holders
     hereby agree to suspend use of the Prospectus until the Company has
     amended or supplemented the Prospectus to correct such misstatement or
     omission;

          (j) a reasonable time prior to the filing of any Registration
     Statement, any Prospectus, any amendment to a Registration Statement or
     amendment or supplement to a Prospectus or any document which is to be
     incorporated by reference into a Registration Statement or a Prospectus
     after initial filing of a Registration Statement, provide copies of such
     document to the Initial Purchaser and its counsel (and, in the case of a
     Shelf Registration Statement, the Holders and their counsel) and make
     such of the representatives of the Company and the Subsidiary Guarantors
     as shall be reasonably requested by the Initial Purchaser or its counsel
     (and, in the case of a Shelf Registration Statement, the Holders or their
     counsel) available for discussion of such document, and shall not at any
     time file or make any amendment to the Registration Statement, any
     Prospectus or any amendment of or supplement to a Registration Statement
     or a Prospectus or any document which is to be incorporated by reference
     into a Registration Statement or a Prospectus, of which the Initial
     Purchaser and its counsel (and, in


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     the case of a Shelf Registration Statement, the Holders and their
     counsel) shall not have previously been advised and furnished a copy or
     to which the Initial Purchaser or its counsel (and, in the case of a
     Shelf Registration Statement, the Holders or their counsel) shall
     reasonably object;

          (k) in the case of a Shelf Registration, obtain a CUSIP number for
     all Registrable Securities not later than the effective date of the Shelf
     Registration Statement;

          (l) cause the Indenture to be qualified under the Trust Indenture
     Act of 1939, as amended (the "TIA"), in connection with the registration
     of the Exchange Securities or Registrable Securities, as the case may be,
     cooperate with the Trustee and the Holders to effect such changes to the
     Indenture as may be required for the Indenture to be so qualified in
     accordance with the terms of the TIA and execute, and use its best
     efforts to cause the Trustee to execute, all documents as may be required
     to effect such changes and all other forms and documents required to be
     filed with the SEC to enable the Indenture to be so qualified in a timely
     manner;

          (m) in the case of a Shelf Registration, make available for
     inspection by a representative of the Holders of the Registrable
     Securities, any Underwriter participating in any disposition pursuant to
     such Shelf Registration Statement, and attorneys and accountants
     designated by the Holders, at reasonable times and in a reasonable
     manner, all financial and other records, pertinent documents and
     properties of the Company and the Subsidiary Guarantors, and cause the
     respective officers, directors and employees of the Company and the
     Subsidiary Guarantors to supply all information reasonably requested by
     any such representative, Underwriter, attorney or accountant in
     connection with a Shelf Registration Statement;

          (n) in the case of a Shelf Registration, use their best efforts to
     cause all Registrable Securities to be listed on any securities exchange
     or any automated quotation system on which similar securities issued by
     the Company or any of the Subsidiary Guarantors are then listed if
     requested by the Majority Holders, to the extent such Registrable
     Securities satisfy applicable listing requirements; provided, however,
     that the Company's and the Guarantors' obligations pursuant to this
     Section 3(n) shall terminate upon (i) the approval for listing of the
     Notes by the Luxembourg Stock Exchange, the London Stock Exchange or any
     other securities exchange or automated quotation system designated by the
     Majority Holders or (ii) the rejection by any such exchange of the Notes
     for such listing, if it is established that such rejection is due to
     actions or omissions of the Initial Purchaser or any of the Holders;

          (o) use their best efforts to cause the Exchange Securities or
     Registrable Securities, as the case may be, to be rated by two nationally
     recognized statistical rating organizations (as such term is defined in
     Rule 436(g)(2) under the 1933 Act);

          (p) if reasonably requested by any Holder of Registrable Securities
     covered by a Registration Statement, (i) promptly incorporate in a
     Prospectus supplement or post-effective amendment such information with
     respect to such Holder as such Holder reasonably requests to be included
     therein and (ii) make all required filings of such Prospectus supplement
     or such post-effective amendment as soon as the Company has received
     notification of the matters to be incorporated in such filing; and

          (q) in the case of a Shelf Registration, enter into such customary
     agreements and take all such other actions in connection therewith
     (including those requested by the Holders of a majority of the
     Registrable Securities being sold) in order to expedite or facilitate the
     disposition of such Registrable Securities including, but not limited to,
     an Underwritten Offering and in such connection, (i) to the extent
     possible, make such representations and warranties to the Holders and any
     Underwriters of such Registrable Securities with respect to the business
     of the Company and the Subsidiary Guarantors and their respective
     subsidiaries, the Registration Statement, Prospectus and documents


                                       9


<PAGE>



     incorporated by reference or deemed incorporated by reference, if any, in
     each case, in form, substance and scope as are customarily made by
     issuers to underwriters in underwritten offerings and confirm the same if
     and when requested, (ii) obtain opinions of counsel to the Company and
     the Subsidiary Guarantors (which counsel and opinions, in form, scope and
     substance, shall be reasonably satisfactory to the Holders and such
     Underwriters and their respective counsel) addressed to each selling
     Holder and Underwriter of Registrable Securities, covering the matters
     customarily covered in opinions requested in underwritten offerings,
     (iii) obtain "cold comfort" letters from the independent certified public
     accountants of the Company and the Subsidiary Guarantors (and, if
     necessary, any other certified public accountant of any subsidiary of the
     Company, or of any business acquired by the Company or any of the
     Subsidiary Guarantors for which financial statements and financial data
     are required to be included in the Registration Statement) addressed to
     each selling Holder and Underwriter of Registrable Securities, such
     letters to be in customary form and covering matters of the type
     customarily covered in "cold comfort" letters in connection with
     underwritten offerings, and (iv) deliver such documents and certificates
     as may be reasonably requested by the Holders of a majority in principal
     amount of the Registrable Securities being sold or by the Underwriters,
     and which are customarily delivered in underwritten offerings, to
     evidence the continued validity of the representations and warranties of
     the Company and the Subsidiary Guarantors made pursuant to clause (i)
     above and to evidence compliance with any customary conditions contained
     in an underwriting agreement.

          In the case of a Shelf Registration Statement, the Company and the
Subsidiary Guarantors may require each Holder of Registrable Securities to
furnish to the Company and the Subsidiary Guarantors such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company and the Subsidiary Guarantors may from
time to time reasonably request in writing.

          In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company and the Subsidiary
Guarantors of the happening of any event of the kind described in Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in its
possession, other than permanent file copies then in such Holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. If the Company shall give any such notice to suspend
the disposition of Registrable Securities pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the
number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received
copies of the supplemented or amended Prospectus necessary to resume such
dispositions. The Company may give any such notice only twice during any 365
day period and any such suspensions may not exceed 30 days for each suspension
and there may not be more than two suspensions in effect during any 365 day
period.

          The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers (the
"Underwriters") that will administer the offering will be selected by the
Majority Holders of the Registrable Securities included in such offering.

     4.   Participation of Broker-Dealers in Exchange
Offer.

          (a) The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a


                                      10


<PAGE>


"Participating Broker-Dealer"), may be deemed to be an "underwriter" within
the meaning of the 1933 Act and must deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Securities.

          The Company and the Subsidiary Guarantors understand that it is the
Staff's position that if the Prospectus contained in the Exchange Offer
Registration Statement includes a plan of distribution containing a statement
to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Securities owned by them,
such Prospectus may be delivered by Participating Broker-Dealers to satisfy
their prospectus delivery obligation under the 1933 Act in connection with
resales of Exchange Securities for their own accounts, so long as the
Prospectus otherwise meets the requirements of the 1933 Act.

          (b) In light of the above, notwithstanding the other provisions of
this Agreement, the Company and the Subsidiary Guarantors agree that the
provisions of this Agreement as they relate to a Shelf Registration shall also
apply to an Exchange Offer Registration to the extent, and with such
reasonable modifications thereto as may be, reasonably requested by the
Initial Purchaser or by one or more Participating Broker-Dealers, in each case
as provided in clause (ii) below, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above;
provided that:

          (i) the Company and the Subsidiary Guarantors shall not be required
     to amend or supplement the Prospectus contained in the Exchange Offer
     Registration Statement, as would otherwise be contemplated by Section
     3(i), for a period exceeding 180 days after the last Exchange Date (as
     such period may be extended pursuant to the penultimate paragraph of
     Section 3 of this Agreement) and Participating Broker-Dealers shall not
     be authorized by the Company or the Subsidiary Guarantors to deliver and
     shall not deliver such Prospectus after such period in connection with
     the resales contemplated by this Section 4; and

          (ii) the application of the Shelf Registration procedures set forth
     in Section 3 of this Agreement to an Exchange Offer Registration, to the
     extent not required by the positions of the Staff of the SEC or the 1933
     Act and the rules and regulations thereunder, will be in conformity with
     the reasonable request to the Company and the Subsidiary Guarantors by
     the Initial Purchaser or with the reasonable request in writing to the
     Company and the Subsidiary Guarantors by one or more broker-dealers who
     certify to the Initial Purchaser, the Company and the Subsidiary
     Guarantors in writing that they anticipate that they will be
     Participating Broker-Dealers; and provided further that, in connection
     with such application of the Shelf Registration procedures set forth in
     Section 3 to an Exchange Offer Registration, the Company and the
     Subsidiary Guarantors shall be obligated (x) to deal only with one entity
     representing the Participating Broker-Dealers, which shall be the Initial
     Purchaser unless it elects not to act as such representative, (y) to pay
     the fees and expenses of only one counsel representing the Participating
     Broker-Dealers, which shall be counsel to the Initial Purchaser unless
     such counsel elects not to so act and (z) to cause to be delivered only
     one, if any, "cold comfort" letter with respect to the Prospectus in the
     form existing on the last Exchange Date and with respect to each
     subsequent amendment or supplement, if any, effected during the period
     specified in clause (i) above.

          (c) The Initial Purchaser shall have no liability to the Company,
any Subsidiary Guarantor or any Holder with respect to any request that they
may make pursuant to Section 4(b) above.


                                      11


<PAGE>



          5. Indemnification and Contribution.

          (a) The Company and each of the Subsidiary Guarantors, jointly and
severally, agree to indemnify and hold harmless the Initial Purchaser, each
Holder and each person, if any, who controls the Initial Purchaser or any
Holder within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act, or is under common control with, or is controlled by, the
Initial Purchaser or any Holder, from and against all losses, claims, damages
and liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Initial Purchaser, any Holder or any such
controlling or affiliated person in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) pursuant to which Exchange Securities or Registrable
Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (as amended or supplemented if the Company and the Subsidiary
Guarantors shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to the
Initial Purchaser or any Holder furnished to the Company and the Subsidiary
Guarantors in writing by the Initial Purchaser or any selling Holder expressly
for use therein; provided, however, that the foregoing indemnity agreement
with respect to any preliminary prospectus contained in any such Registration
Statement shall not inure to the benefit of any Holder from whom the person
asserting any such losses, claims, damages or liabilities purchased
Securities, or any person controlling such Holder if a copy of the Prospectus
(as then aended or supplemented if any Guarantor or the Company shall have
furnished any amendments or supplements thereto) was not sent or given by or
on behalf of such Holder to such person, at or prior to the written
confirmation of the sale of the Securities to such person, and if the
Prospectus (as so amended or supplemented) would have cured the defect giving
rise to such losses, claims, damages or liabilities, unless such failure was
the result of noncompliance by any Guarantor or the Company with Section 3(j)
hereof. In connection with any Underwritten Offering permitted by Section 3,
each of the Company and each of the Subsidiary Guarantors will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities
industry professionals participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the
Securities Act and the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders, if requested in connection with
any Registration Statement.

          (b) Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Subsidiary Guarantors, the Initial Purchaser
and the other selling Holders, and each of their respective directors,
officers who sign the Registration Statement and each Person, if any, who
controls the Company, the Subsidiary Guarantors, the Initial Purchaser and any
other selling Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act to the same extent as the foregoing indemnity
from the Company and each Subsidiary Guarantor to the Initial Purchaser and
the Holders, but only with reference to information relating to such Holder
furnished to the Company and the Subsidiary Guarantors in writing by such
Holder expressly for use in any Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto).

          (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b)
above, such person (the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably


                                      12


<PAGE>


satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel
or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the
Initial Purchaser and all persons, if any, who control the Initial Purchaser
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, and (b) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Company and the Subsidiary Guarantors,
their directors, their officers who sign the Registration Statement and each
person, if any, who controls the Company or any of the Subsidiary Guarantors
within the meaning of either such Section and (c) the fees and expenses of
more than one separate firm (in addition to any local counsel) for all Holders
and all persons, if any, who control any Holders within the meaning of either
such Section, and that all such fees and expenses shall be reimbursed as they
are incurred. In such case involving the Initial Purchaser and persons who
control the Initial Purchaser, such firm shall be designated in writing by the
Initial Purchaser. In such case involving the Holders and such persons who
control Holders, such firm shall be designated in writing by the Majority
Holders. In all other cases, such firm shall be designated by the Company and
the Subsidiary Guarantors. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the indemnified party for such fees and
expenses of counsel in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which such indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.

          (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 4 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of the
Company, the Subsidiary Guarantors and the Holders shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Subsidiary
Guarantors or by the Holders and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Holders' respective obligations to contribute pursuant to this
Section 5(d) are several in proportion to the respective number of Registrable
Securities of such Holder that were registered pursuant to a Registration
Statement.


                                      13


<PAGE>



          (e) The Company, each Subsidiary Guarantor and each Holder agree
that it would not be just or equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in paragraph (d) above. The amount paid or payable by an indemnified party
as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 5, no Holder
shall be required to indemnify or contribute any amount in excess of the
amount by which the total price at which Registrable Securities were sold by
such Holder exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

          The indemnity and contribution provisions contained in this Section
5 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchaser, any Holder or any person controlling the Initial
Purchaser or any Holder, or by or on behalf of the Company or any Subsidiary
Guarantor, its officers or directors or any person controlling the Company or
any Subsidiary Guarantor, (iii) acceptance of any of the Exchange Securities
and (iv) any sale of Registrable Securities pursuant to a Shelf Registration
Statement.

     6.   Miscellaneous.

          (a) No Inconsistent Agreements. Neither the Company nor any
Subsidiary Guarantor has entered into, and on or after the date of this
Agreement will not enter into, any agreement which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's or the Subsidiary
Guarantors' other issued and outstanding securities under any such agreements.

          (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company and the Subsidiary Guarantors have
obtained the written consent of Holders of at least a majority in aggregate
principal amount of the outstanding Registrable Securities affected by such
amendment, modification, supplement, waiver or consent; provided, however,
that no amendment, modification, supplement, waiver or consents to any
departure from the provisions of Section 5 hereof shall be effective as
against any Holder of Registrable Securities unless consented to in writing by
such Holder.

          (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder
to the Company by means of a notice given in accordance with the provisions of
this Section 6(c), which address initially is, with respect to the Initial
Purchaser, the address set forth in the Purchase Agreement; and (ii) if to the
Company and the Subsidiary Guarantors, initially at the Company's and
Subsidiary Guarantors' addresses set forth in the Purchase Agreement and
thereafter at such other addresses, notice of which is given in accordance
with the provisions of this Section 6(c).


                                      14


<PAGE>



          All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied;
and on the next business day if timely delivered to an air courier
guaranteeing overnight delivery.

          Copies of all such notices, demands, or other communications shall
be concurrently delivered by the person giving the same to the Trustee, at the
address specified in the Indenture.

          (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such person shall be entitled to receive the benefits hereof.
The Initial Purchaser (in its capacity as Initial Purchaser) shall have no
liability or obligation to the Company or any Subsidiary Guarantor with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.

          (e) Purchases and Sales of Notes. The Company and each Subsidiary
Guarantor shall not, and shall use their best efforts to cause their
affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and
then resell or otherwise transfer any Securities.

          (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder among the Company, the
Subsidiary Guarantors, and the Initial Purchaser, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders
hereunder.

          (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

          (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


                                      15


<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                           AMTRAN, INC.

                                           By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                           AMERICAN TRANS AIR, INC.

                                            By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                           AMBASSADAIR TRAVEL CLUB, INC.

                                            By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                           ATA LEISURE CORP. (formerly
                                           ATA VACATIONS, INC.)

                                            By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                           AMBER TRAVEL, INC.

                                            By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                      16


<PAGE>


                                           AMERICAN TRANS AIR TRAINING
                                           CORPORATION

                                            By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                           AMERICAN TRANS AIR EXECUJET,
                                           INC.

                                            By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                           AMBER AIR FREIGHT CORPORATION

                                            By Kenneth K. Wolff
                                              ---------------------------------
                                             Name:  Kenneth K. Wolff
                                             Title: Executive Vice President &
                                                    CFO


                                           CHICAGO EXPRESS AIRLINES, INC.

                                           By Stephen Cooper
                                              ---------------------------------
                                             Name:  Steven Cooper
                                             Title: Acting President


Confirmed and accepted as of
the date first above written:

DEUTSCHE BANK SECURITIES INC.


By /s/ Khawer Ali
  -----------------------------------
  Name:  Khawer Ali
  Title: Director

By /s/ John Perra
  -----------------------------------
  Name:  John Perra
  Title: Associate


                                      17