Exhibit 10.3

                                                                Execution Copy

                    SECURITY AGREEMENT AND CHATTEL MORTGAGE
                            (Aircraft and Engines)

     THIS SECURITY AGREEMENT AND CHATTEL MORTGAGE executed as of July 24, 1997
(this "Mortgage"), by AMERICAN TRANS AIR, INC., an Indiana corporation (the
"Mortgagor"), having its chief place of business at 7337 West Washington
Street, Indianapolis, Indiana 46231, in favor of NBD Bank, N.A. a national
banking association having its principal banking offices at One Indiana
Square, Indianapolis, Indiana 46266, as Agent, and as the assignee of NBD Bank
(in such capacity, the "Mortgagee") for the banks party from time to time to
the Credit Agreement described below (herein individually called a "Bank" and
collectively called the "Banks");

                             W I T N E S S E T H :

     WHEREAS, the Mortgagor is an air carrier certificated under Sections
41102 and 44705 of Title 49 of the United States Code, and holds air carrier
operating certificates;

     WHEREAS, the Mortgagor has heretofore executed and delivered an Amended
and Restated Security Agreement and Chattel Mortgage executed as of March 28,
1996 (hereinafter called the "Existing Mortgage"), and the Existing Mortgage
was duly recorded by the Federal Aviation Administration of the Oklahoma City,
Oklahoma, on May 28, 1996 as conveyance No. PP006297 pursuant to Section 44017
of Title 49 of the United States Code, as amended by the supplements described
on Schedule II hereto, and this Mortgage amends and restates the Existing
Mortgage in its entirety;

     WHEREAS, the Mortgagor has executed a Credit Agreement dated as of the
date hereof (as amended or modified from time to time, the "Credit Agreement")
with the Mortgagee, as Agent, Amtran, Inc., an Indiana corporation ("Amtran"),
as a Guarantor, and the Banks, which replaces the credit agreement referenced
in the Existing Mortgage;

     WHEREAS, it is a requirement under the Credit Agreement that the
Mortgagor enter into this Mortgage for the benefit of the Mortgagee and the
Banks to secure the payment and performance of the following covenants,
indebtedness, liabilities, and obligations of the Mortgagor (being herein
collectively called the "Obligation"):

     All present and future indebtedness, obligations, and liabilities, and
all renewals and extensions thereof, now or hereafter owed to Mortgagee and
the Banks, or any of them, by Mortgagor, arising from, by virtue of, evidenced
by, or pursuant to the Credit Agreement, or the promissory notes issued
pursuant thereto at any time ("Notes"), and any and all other indebtedness,
obligations and liabilities arising from this Mortgage or any and all other
instruments, agreements, guaranties, and documents ever delivered to Mortgagee
or any Bank pursuant to the Credit Agreement at any time, including without
limitation reimbursement obligations of the Mortgagor in connection with any
letter of credit issued or to be issued by Mortgagee and any obligations to
cash collateralize outstanding letters of credit and all other present and
future indebtedness, obligations and liabilities under or pursuant to any
other Loan Documents (as any of the foregoing may hereafter at any time and
from time to time may be renewed, extended, amended, supplemented, or
restated), and any and all renewals, extensions, or restatements of, or
amendments or supplements to, all or any part of the foregoing, together with
all interest accruing thereon (including


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without limitation any interest accruing subsequent to any petition filed by
or against the Mortgagor or any Guarantor under the U.S. Bankruptcy Code) and
all costs, expenses, and attorneys' fees incurred in the enforcement or
collection of the indebtedness, obligations, and liabilities described in this
paragraph, whether such are direct, indirect, fixed, contingent, liquidated,
unliquidated, joint, several, or joint and several.

     NOW, THEREFORE, to secure the due and punctual payment and performance of
the Obligation, the Mortgagor hereby mortgages to the Mortgagee, for the
benefit of itself, the Administrative Agent and the Banks, and grants to the
Mortgagee, for the benefit of itself, the Administrative Agent and the Banks,
a security interest in the property described below (all property so subject
to the lien and security interest of this Mortgage at any time being herein
referred to as the "Mortgaged Aviation Property"):

     (a) The aircraft described in Schedule I hereto (each such aircraft,
while it shall be subject to the lien and security interest of this Mortgage,
being herein referred to as the "Mortgaged Airplane" and all of such aircraft
so subject collectively being herein referred to as the "Mortgaged
Airplanes"), together with (and the terms "Mortgaged Airplane" and "Mortgaged
Airplanes" shall include) all appliances, parts, instruments, appurtenances,
accessories and equipment (including, without limitation, communication and
radar equipment) owned by the Mortgagor now or hereafter incorporated or
installed in or attached to any of such aircraft, and all substitutions,
replacements and renewals of any and all thereof owned by the Mortgagor and
all other property owned by the Mortgagor which shall hereafter become
physically incorporated or installed in or attached to such aircraft, whether
any of the foregoing is now owned by the Mortgagor or hereafter acquired by
it, exclusive of aircraft engines (except that the Mortgaged Engines (as
defined below) shall be subject to such lien and security interest pursuant to
clause (b) below);

     (b) All aircraft engines described in Schedule I hereto or described in
any Supplemental Chattel Mortgage substantially in the form of Annex 1 hereto
which shall be hereafter delivered to Mortgagee pursuant to the provisions of
Section 7 (any such engine, while it shall be subject to the lien and security
interest of this Mortgage, being herein referred to as a "Mortgaged Engine"
and all such engines so subject collectively being herein referred to as the
"Mortgaged Engines") together with (and the terms "Mortgaged Engine" or
"Mortgaged Engines" shall include) all appliances, parts, instruments,
appurtenances, accessories and equipment owned by the Mortgagor now or
hereafter incorporated or installed in or attached to such engine or engines,
and all substitutions, replacements and renewals of any and all thereof owned
by the Mortgagor and all other property owned by the Mortgagor which shall
hereafter become physically incorporated or installed in or attached to such
engine or engines, whether any of the foregoing is now owned by the Mortgagor
or hereafter acquired by it, exclusive of the Mortgaged Airplanes (as defined
above);

     (c) All books, records and documents of Mortgagor relating to the
Mortgaged Aviation Property, its operation, maintenance or repair, including
without limitation, all log book(s) for the Mortgaged Airplanes and all
maintenance records, maintenance manuals, flight manuals, operating manuals
and minimum equipment lists for the Mortgaged Airplanes or Mortgaged Engines,
whether now owned or hereafter acquired; and

     (d) All proceeds of any of and all the properties described in paragraphs
(a) and (b) and (c) above, including, without limitation, all rents, leases
and profits and all insurance proceeds (and the Mortgagor's right to receive
such insurance proceeds) with respect to any of the Mortgaged Airplane or any
Mortgaged Engine and other proceeds of any kind resulting from any Event of
Loss (as hereinafter defined)

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with respect to any Mortgaged Airplane or Mortgaged Engine or otherwise
arising with respect to any Mortgaged Airplane or Mortgaged Engine;

subject, however, to the provisions of Section 6 and 17 hereof.

     Mortgagor further covenants to Mortgagee and agrees with the Mortgagee as
follows:

     SECTION 1. Certain Representatives, Warranties and Covenants. The
Mortgagor hereby represents and warrants and hereby covenants as follows:

     (a) From and after the Closing Date (as defined in the Credit Agreement)
the Mortgagor will have, and at all times thereafter will have, good title to
the Mortgaged Airplanes and the Mortgaged Engines free and clear of all
mortgages, deeds of trust, liens, security interests and other charges or
encumbrances except for those created or permitted by this Mortgage or by the
terms of the Credit Agreement and has, and at all times will have, full power
and authority to mortgage and grant a lien and security interest in, and
assign, the Mortgaged Aviation Property in the manner aforesaid.

     (b) The Mortgagor is, and at all times will be, (i) a "Citizen of the
United States" as defined in Section 40102(a)(15) of 49 U.S.C., (ii) an air
carrier as to which the provisions of Section 1110 of the United States
Bankruptcy Code apply, and (iii) an air carrier certificated under Sections
41102(a) and 44705 of 49 U.S.C.

     (c) Each of the Mortgaged Airplanes is registered with the Federal
Aviation Administration in the name of the Mortgagor and Mortgagor will take
all necessary action to cause such registration to remain in effect. An
airworthiness certificate has been duly issued under the Act for each of the
Mortgaged Airplanes and all of such airworthiness certificates are in full
force and effect.

     (d) The Mortgaged Airplanes and Mortgaged Engines are in such condition
as to comply with the requirements of Section 4; and the insurance required by
Section 9 is in full force and effect.

     (e) The chief place of business and chief executive office (as such terms
are used in Article 9 of the Uniform Commercial Code) of the Mortgagor is
located at 7337 West Washington Street, Indianapolis, Indiana 46231.

     SECTION 2. Inspection. The Mortgagor will permit any authorized
representatives of the Mortgagee to inspect the Mortgaged Aviation Property or
any part thereof, and reasonably to examine, copy or make extracts from, any
and all books, records and documents in the possession of the Mortgagor
relating to the Mortgaged Aviation Property or any part thereof and
performance of this Mortgage, all at such reasonable times and as often as may
reasonably be requested. Mortgagee shall have no duty to make any such
inspection or examination and Mortgagee shall not incur any liability or
obligation by reason of not making any such inspection or examination.

     SECTION 3. Liens, Encumbrances and Claims. The Mortgagor will not
directly or indirectly create, incur, assume or suffer to exist any lien,
security interest, charge or encumbrance on or with respect to any part or all
of the Mortgaged Aviation Property, title thereto or any interest therein,
except any of the following (herein referred to collectively as "Permitted
Encumbrances"): (a) the lien and security interest of this Mortgage, (b)
transfers of possession and other acts permitted by Section 5, and (c)
Permitted Liens as

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defined in the Credit Agreement.

     SECTION 4. Maintenance and Operation. Mortgagor shall bear all risk of
loss of or damage to the Mortgaged Aviation Property. The Mortgagor, at its
own cost and expense, shall service, repair and maintain each Mortgaged
Airplane and each Mortgaged Engine and shall install replacement equipment and
parts on each Mortgaged Airplane and each Mortgaged Engine so as to keep each
Mortgaged Airplane and each Mortgaged Engine in such operating condition as
may be required to permit each such Mortgaged Airplane and Mortgaged Engine to
be utilized in commercial charter operations and scheduled airline service
world-wide and shall maintain all records, logs and other materials that may
be required to permit each Mortgaged Airplane and each Mortgaged Engine to be
so utilized. Mortgagor will comply and will cause compliance with all laws,
regulations or orders of governmental authority having jurisdiction over
Mortgagor or the Mortgaged Aviation Property, including all applicable
operational and maintenance requirements of the Federal Aviation
Administration, and will at all times maintain in effect appropriate United
States FAA Certificates of Airworthiness for each of the Mortgaged Airplanes.
The Mortgagor agrees that the Mortgaged Airplanes and Mortgaged Engines will
not be maintained, used or operated in violation of any law or any rule,
regulation or order of any government or governmental authority having
jurisdiction (domestic or foreign), or in violation of any airworthiness
certificate, license or registration relating to the Mortgaged Airplanes or
Mortgaged Engines issued by any such authority, and in the event that such
laws, rules, regulations or orders require alteration of any Mortgaged
Airplane or any Mortgaged Engine, the Mortgagor, at its own cost and expense,
will conform thereto or obtain conformance therewith and will maintain the
same in proper operating condition under such laws, rules, regulations and
orders; provided, however, that the Mortgagor may, in good faith, contest the
validity or application of any such law, rule, regulation or order in any
reasonable manner that does not materially adversely affect the interests of
Mortgagee under this Mortgage. Without the prior written consent of Mortgagee,
Mortgagor shall not fly any Mortgaged Airplane or any Mortgaged Engine or
suffer any thereof to be flown or located to, from or within (a) any area
excluded from coverage by any insurance policy required hereunder to be
maintained in effect with respect to each of the Mortgaged Airplanes or any
Mortgaged Engine or (b) any area of hostilities recognized or designated by
the United States Government or an insurance carrier then insuring aircraft in
Borrower's fleet, unless fully covered by war-risk hull insurance or unless
such Mortgaged Airplane or such Mortgaged Engine is operated or used under
contract or lease with the Government of the United States of America under
which contract that Government shall assume all liability for any damage,
loss, destruction or failure to return possession of such Mortgaged Airplane
or such Mortgaged Engine at the end of the term of such contract.

     SECTION 5. Sale, Assignment, Lease, etc. Except as otherwise provided in
the Credit Agreement, the Mortgagor will not, without the prior written
consent of Mortgagee, sell, assign, lease or otherwise dispose of or
relinquish possession of any of the Mortgaged Aviation Property, except that,
unless a Default Event (as hereinafter defined) shall have occurred and be
continuing, the Mortgagor may, in the ordinary course of business: (i)
transfer possession of any Mortgaged Airplane or any Mortgaged Engine to the
United States Government pursuant to a contract or lease meeting the
requirements of the clause (b) of the proviso to the second sentence of
Section 4, a copy of which shall be furnished to the Mortgagee; (ii) transfer
possession of any Mortgaged Airplane or any Mortgaged Engine to the
manufacturer thereof or any other organization for testing, repairs,
servicing, maintenance, overhaul, alterations or modifications; (iii) enter
into any lease of any Mortgaged Engine provided that any such lease does not
have a term in excess of ninety (90) days; and (iv) enter into any "wet lease"
or other similar arrangement under which the Mortgagor maintains operational
control of the Mortgaged Aviation Property and which do not have a term in
excess of six (6) months; provided, however, that, in connection with any of
the foregoing, neither any

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Mortgaged Airplane nor any Mortgaged Engine shall be or become subject to any
pooling, interchange or exchange agreement or arrangement without the prior
written approval of the Mortgagee.

     SECTION 6. Release of Mortgaged Aviation Property. The property subject
to this Mortgage shall be automatically released from the lien and security
interest of this Mortgage and the Mortgagee shall release such property upon
irrevocable payment and performance in full of the Obligation and the
expiration or termination of the Commitments (as defined in the Credit
Agreement). Portions of the property subject to this Mortgage shall also be
released under the terms and conditions specified in Section 3.02 of the
Credit Agreement.

     SECTION 7. Subsequently Mortgaged Engines. If an Event of Loss shall
occur with respect to a Mortgaged Engine, but not to a Mortgaged Airplane, the
Mortgagor shall give Mortgagee prompt written notice thereof and shall, within
30 days after the occurrence of such Event of Loss, duly convey to Mortgagee,
for the benefit of itself, the Administrative Agent and the Banks, a lien and
security interest in another equivalent engine of the same model and
manufacturer owned or acquired by the Mortgagor (and not already subject to a
security interest securing the Obligation), free and clear of all security
interests, liens, charges and other encumbrances (except Permitted
Encumbrances) and having a value and utility reasonably equivalent to, and
being in as good operating condition as, and having performance and durability
characteristics reasonably equivalent to, the Mortgaged Engine with respect to
which such Event of Loss occurred if such Mortgaged Engine were in the
condition and repair as required by the terms hereof immediately prior to the
occurrence of such Event of Loss (any such engine so substituted hereunder
being herein called a "Replacement Engine").

     In connection with any substitutions hereunder, the Mortgagor shall
deliver to Mortgagee the following:

          (A) a Supplemental Chattel Mortgage substantially in the form of
Annex 1 hereto duly executed by the Mortgagor appropriately describing the
Replacement Engine or Engines to be subjected to the lien and security
interest of this Mortgage;

          (B) a certificated signed by the President and by the Treasurer of
the Mortgagor (an "Officers' Certificate"), dated the date of execution of
such Supplemental Chattel Mortgage, stating:

          (1)  that the Mortgagor is the owner of the Replacement Engines
               described in such Supplemental Chattel Mortgage, free and clear
               of all security interests, liens, charges and other
               encumbrances except Permitted Encumbrances and that legal and
               beneficial title thereto is vested in the Mortgagor;

          (2)  that such Supplemental Chattel Mortgage has been duly
               authorized, executed and delivered by the Mortgagor;

          (C) an opinion or opinions of counsel for the Mortgagor acceptable
to Mortgagee, as to matters set forth in subparagraph (2)(x) below, and of
Crowe & Dunlevy, P.C., or other counsel acceptable to Mortgagee, as to the
other matters set forth below, each such opinion to be dated the date of
execution of such Supplemental Chattel Mortgage, stating, as the case may be:

          (D) that the Replacement Engine or Engines described in such
Supplemental Chattel


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Mortgage are free and clear of all recorded security interests, liens, charges
and other encumbrances, except Permitted Encumbrances;

          (i) that such Supplemental Chattel Mortgage (x) has been duly
authorized, executed and delivered by the Mortgagor and is enforceable against
the Mortgagor and (y) creates a valid first security interest in and to the
Replacement Engine or Engines described in such Supplemental Chattel Mortgage,
subject to Permitted Encumbrances, enforceable, wherever such Replacement
Engine or Engines are located within the United States, against all third
parties and securing all obligations purported to be secured thereby, and such
security interest is fully perfected; and

          (1) that such Supplemental Chattel Mortgage has been duly filed for
recordation in accordance with the provisions of the Act; it being understood
that in rendering the foregoing opinions, counsel for matters set forth in
subparagraph (2)(x) above may state that they do not give any opinion as to
the laws of any jurisdictions other than the United States of America and the
State of Indiana and that their opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and to
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law), and Crowe & Dunlevy, P.C., or such other
counsel for other matters may state that their opinions are subject to the
limitations, assumptions and exceptions set forth in the opinion of Crowe &
Dunlevy, P.C., delivered in connection with the filing of this Mortgage; and

          (2) such evidence of title of the Mortgagor to such Replacement
Engine or Engines, of the value thereof and compliance with the insurance
provisions of Section 9 with respect thereto, as Mortgagee may reasonably
request.

          SECTION 8. Replacement of Parts; Alterations, Modification and
Additions. (a) The Mortgagor, at its own cost and expense, will promptly
replace all appliances, parts, instruments, appurtenances, accessories and
other equipment of whatever nature (collectively, the "Parts"), which may from
time to time be incorporated or installed in or attached to any Mortgaged
Airplane or any Mortgaged Engine and which may from time to time become worn
out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or
permanently rendered unfit for use for any reason whatever. In addition, in
the ordinary course of maintenance, service, repair or testing, the Mortgagor
may remove any Parts, whether or not worn out, lost, stolen, destroyed,
seized, confiscated, damaged beyond repair or permanently rendered unfit for
use; provided, however, that, except as otherwise provided in paragraph (b)
below, the Mortgagor shall replace such Parts as promptly as practicable. All
replacement Parts shall be free and clear of all security interests, liens,
charges and other encumbrances (except Permitted Encumbrances) and shall be in
as good operating condition as, and shall have a value and utility reasonably
equivalent to, the value and utility of Parts replaced.

          Except as provided in paragraph (b) below, all Parts owned by the
Mortgagor at any time removed from any Mortgaged Airplane or any Mortgaged
Engine shall remain subject to the lien and security interest of this
Mortgage, no matter where located, until such time as such Parts shall be
replaced by Parts which have been incorporated or installed in or attached to
such Mortgaged Airplane or such Mortgaged Engine and which meet the
requirements for replacement Parts specified above. Immediately upon any
replacement Part owned by the Mortgagor becoming incorporated or installed in
or attached to such Mortgaged Airplane or any Mortgaged Engine as above
provided, without further act, such replacement Part shall become subject to
the lien and security interest of this Mortgage.

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          (b) The Mortgagor, at its own cost and expense, may from time to
time make such alterations and modifications in and additions to any Mortgaged
Airplane or any Mortgaged Engine as the Mortgagor may deem desirable in the
proper conduct of its business; provided, however, that no such alteration,
modification or addition shall diminish the value, utility, condition or
airworthiness of any Mortgaged Airplane or any Mortgaged Engine below the
value, utility, condition or airworthiness thereof immediately prior to such
alteration, modification or addition. All Parts owned by the Mortgagor
incorporated or installed in or attached to or added to any Mortgaged Airplane
or any Mortgaged Engine as the result of such alteration, modification or
addition shall, without further act, become subject to the lien and security
interest of this Mortgage.

          SECTION 9. Insurance, Events of Loss, Etc. (a) The Mortgagor will at
all times carry and maintain in effect, or cause to be carried and maintained
in effect, on the Mortgaged Aviation Property, at its own cost and expense,
(i) third party and passenger liability insurance in an amount not less than
the greater of (x) $150,000,000.00 per occurrence and (y) the amount of such
insurance applicable to any other aircraft of the same model and manufacturer
as the aircraft described on Schedule I hereto which is operated by the
Mortgagor either as owner or as original primary lessee (and not as sublessee
or assignee of another primary lessee) on which the Mortgagor carries
insurance; (ii) property damage liability insurance; (iii) aircraft all-risk
hull insurance for each Mortgaged Airplane and the Mortgaged Engines and Parts
belonging to, installed in or appurtenant to each Mortgaged Airplane (which
all-risk hull insurance shall include coverage of Mortgaged Engines and Parts
while temporarily removed from the Mortgaged Airplanes and not replaced by
similar components) in an amount not less than 100% of the replacement cost
thereof (or such other amount as the Mortgagee may approve); (iv) all-risk of
physical loss or damage insurance on Mortgaged Engines and Parts while removed
from the Mortgaged Airplane; (v) war-risk insurance (when available from the
United States or an agency thereof or a commercial carrier and required by
Section 4); and (vi) baggage and cargo liability insurance; in each case in
such amounts (except where amounts are specified above) and in such form,
including without limitation the form of the loss payable clause and the
designation of named insureds, and with such insurance companies, underwriters
or funds of recognized responsibility as shall be reasonably satisfactory to
Mortgagee and as shall be declared from time to time by independent aircraft
insurance brokers (who may be the brokers regularly employed by the
Mortgagor), appointed by the Mortgagor and reasonably acceptable to Mortgagee,
to be necessary or advisable (in view of the insurance usually carried by
corporations engaged in the same or a similar business as the Mortgagor,
similarly situated with the Mortgagor and owning similar aircraft and engines)
for the protection of the interests of Mortgagee. All insurance required
hereunder shall provide for payment in the United States in U.S. Dollars. All
third party and passenger liability and property damage liability insurance
shall insure against liability which Mortgagee or the Mortgagor might incur by
reason of the ownership or operation of any of the Mortgaged Airplanes in or
over any area (including the high seas) in which any of the Mortgaged
Airplanes is operated or located, shall be of the type usually carried by
corporations engaged in the same or a similar business, similarly situated
with the Mortgagor, and owning similar aircraft and engines and shall cover
risks of the kind customarily insured against by such corporations and, in the
case of property damage liability insurance, shall be in amounts that are not
less than property damage liability insurance applicable to the other aircraft
in the Mortgagor's fleet on which the Mortgagor carries such insurance.

          (b) All liability policies shall name Mortgagee as an additional
insured as its interests may appear. All other policies required hereby
covering loss or damage to the Mortgaged Aviation Property shall name
Mortgagee as an additional insured as its interests may appear and as a lender
loss payee and shall provide that any payment thereunder for any loss or
damage shall be paid to Mortgagee, except as permitted under the Credit
Agreement; provided, however, if no Default Event has occurred and is

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continuing and the Mortgagor is otherwise entitled to receive a payment
thereunder, proceeds under such policies which are received by the Mortgagee
may be disbursed by the Mortgagee to the Mortgagor upon the written request of
the Mortgagor subject to and provided that each of the following conditions is
satisfied in form and substance satisfactory to the Mortgagee: (i) all such
proceeds shall be applied to repair in full any such loss or damage, (ii) the
Mortgagee shall have determined in its sole discretion that such repairs are
feasible and economically prudent, (iii) there are sufficient proceeds on
deposit with the Mortgagee to completely repair any such loss or damage, or
the Mortgagor shall deposit funds with the Mortgagee in the amount of any
deficiency, (iv) all disbursements of such proceeds shall be paid by the
Mortgagee from time to time as works progresses based upon disbursement
procedures acceptable to the Mortgagee, (v) the repairs can be completed
within sixty (60) days from the date of such loss or damage or such other time
agreed to in writing between Mortgagor and Mortgagee, (vi) the Mortgagor shall
pay or reimburse the Mortgagee for all of its reasonable costs and expenses
incurred in connection with the disbursement of such proceeds, and (vii) upon
completion of the repairs, the Mortgagee's collateral would not be impaired or
value reduced in any way from the value thereof prior to the loss or damage,
as determined by the Mortgagee. All policies shall insure the interests of
Mortgagee regardless of any breach or violation by the Mortgagor of
warranties, declarations or conditions contained in such policies or any
action or inaction of the Mortgagee or others; each such policy shall be
primary without right of contribution from any other insurance which is
carried by the Mortgagor and shall expressly provide that all provisions
thereof, except the limits of liability, shall operate in the same manner as
if there were a separate policy covering each insured; each such policy shall
waive any right of subrogation of the insurers against Mortgagee; each such
policy shall waive any right of the insurers to any set-off or counterclaim or
any other deduction, whether by attachment or otherwise, in respect of any
liability of Mortgagee; and each such policy shall provide that, if any
premium or installment is not paid when due, or if such insurance is canceled
or terminated for any reason whatsoever, or if the scope of coverage or the
limits of liability are reduced or any other material adverse change is made
in or to the rights of Mortgagee, the insurers will promptly notify Mortgagee
in writing and any such cancellation, termination or change shall not be
effective as to the Mortgagee for 30 days (seven days in the case of war-risk
policies) after receipt of such notice, and that appropriate certification
shall be made to Mortgagee by each insurer with respect thereto.

          (c) Any insurance proceeds received as the result of any property
damage loss not constituting an Event of Loss with respect to any Mortgaged
Airplane or any Mortgaged Engine shall be applied in payment for any repair or
replacement required by the terms of Section 7 or 8 if not already paid for by
the Mortgagor, and any balance remaining after any such repair or replacement
(or if already paid for by Mortgagor, all such insurance proceeds), shall be
retained by, or immediately paid over to, the Mortgagor; provided, however,
that no Default Event shall have occurred and be continuing; and provided
further, however, that Mortgagee shall have received from the Mortgagor prior
to the making of any such payment the Mortgagor a certificate signed by the
President of the Mortgagor certifying that the property so damaged has been
repaired in full, that the costs of such repair (which costs shall be
specified in such certificate) have been paid in full, and that no Default
Event shall have occurred and be continuing. If such repairs are made pursuant
to contracts requiring advance or progress payments, such insurance requiring
advance or progress payments, such insurance proceeds shall be paid over to
the Mortgagor from time to time upon appropriate certification by the
Mortgagor.

          (d) On or before the date of this Mortgage and thereafter at least
once during each calendar year commencing with 1998, the Mortgagor will cause
its insurance broker(s) to furnish the Mortgagee a detailed report signed by
such broker(s) showing the insurance then carried and maintained on the
Mortgaged Airplanes and Mortgaged Engines and stating the opinion of such
broker(s) that the

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insurance then carried and maintained on the Mortgaged Airplanes and Mortgaged
Engines complies with the terms thereof. The Mortgagor will cause such
broker(s) to agree to advise the Mortgagee in writing promptly of any default
in the payment of any premium and of any other act or omission on the part of
the Mortgagor of which it shall have knowledge that might invalidate or render
unenforceable, in whole or in part, any such insurance. The Mortgagor will
promptly deliver to the Mortgagee, if requested by the Mortgagee, copies of
certificates of insurance evidencing all such insurance.

          (e) For purposes of this Mortgage the term "Event of Loss" shall
mean any of the following events with respect to any Mortgaged Airplane or any
Mortgaged Engine: (i) the actual total loss of such Mortgaged Airplane or such
Mortgaged Engine, (ii) the Mortgaged Airplane or such Mortgaged Engine shall
become lost, stolen (and not returned within 30 days), destroyed, damaged
beyond repair or permanently rendered unfit for use for any reason whatsoever,
(iii) any damage to such Mortgaged Airplane or such Mortgaged Engine that
shall result in an insurance settlement with respect thereto on the basis of a
total loss, or (iv) the condemnation, confiscation or seizure of, or
requisition of title to or use (other than use by the United States
Government) of, such Mortgaged Airplane or such Mortgaged Engine continuing to
the earlier of the expiration of 60 days thereafter or the receipt of
insurance or other proceeds with respect thereto.

          SECTION 10. Indemnification and Expenses. The Mortgagor does hereby
assume liability for, and does hereby agree to indemnify, protect, save and
keep harmless the Mortgagee, the Administrative Agent and the Banks and their
successors, assigns, representatives, officers, directors, agents and servants
(the "Indemnitees") from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs, expenses and
disbursements, including legal expenses, of whatsoever kind and nature imposed
on, incurred by or asserted against any of the Indemnitees (whether or not
also indemnified against by any other person) in any way relating to or
arising out of this Mortgage, the Credit Agreement, the Note or the ownership,
lease, service, control, repair, overhaul, testing, inspection, possession,
management, use, operation, condition, sale or other disposition of any
Mortgaged Aviation Property; provided, however, that the Mortgagor shall not
be required to indemnify anyone for the willful misconduct or gross negligence
of any of the Indemnitees. The indemnities contained in this Section shall
continue in full force and effect notwithstanding the termination of this
Mortgage with respect to claims arising or liabilities incurred prior to such
termination.

          SECTION 11. Default Events; Remedies. (a) The following events shall
constitute "Default Events" (whether any such event shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body) and each such
Default Event shall be deemed to exist and continue so long as, but only as
long as, it shall not have been remedied:

               (i) the occurrence of any "Event of Default", as that term is
defined in the Credit Agreement; or

               (ii) the Mortgagor shall fail to carry and maintain insurance
on or with respect to the Mortgaged Airplanes and/or Mortgaged Engines in
accordance with the provisions of Section 9; or

               (iii) the Mortgagor shall voluntarily create, incur or assume
any lien, security interest, charge or encumbrance on or with respect to any
part of or all the Mortgaged Aviation Property in violation of Section 3; or

                                       9


<PAGE>


               (iv) the Mortgagor shall fail to maintain the registration of
any of the Mortgaged Airplanes under the Act (and the regulations thereunder);
or

               (v) the Mortgagor shall sell, assign, lease or otherwise
dispose of or relinquish possession of any of the Mortgaged Aviation Property
in violation of Section 5; or

               (vi) the Mortgagor shall fail to perform or observe any other
covenant or agreement to be performed or observed by it hereunder and such
failure shall continue unremedied for a period of thirty (30) days after
written notice thereof by Mortgagee; or

               (vii) any material representation or warranty made by the
Mortgagor herein or any document or certificate furnished by the Mortgagor to
Mortgagee in connection herewith shall at any time prove to have been
incorrect in any material respect when made; or

               (viii) this Mortgage shall at any time for any reason cease to
be in full force and effect or shall be declared to be null and void other
than solely by reason of the gross negligence or willful misconduct of the
Mortgagee.

          (b) If any Default Event shall occur and be continuing, then, in any
such event, Mortgagee may forthwith to the extent permitted by applicable law:
(i) apply to a court of competent jurisdiction to obtain specific performance
or observance by the Mortgagor of any covenant, agreement or undertaking on
the part of the Mortgagor hereunder that the Mortgagor shall have failed to
observe or perform or to obtain aid in the execution of any power granted
herein, and/or (ii) proceed to foreclose upon and against the lien and
security interest created by this Mortgage according to the laws of the
applicable jurisdiction by doing any one or more or all of the acts described
in paragraph (c) below and/or the following acts, as the Mortgagee in its sole
and complete discretion may then elect:

               (A) exercise all the rights and remedies upon default, in
foreclosure and otherwise, available to a mortgagee or secured party under the
provisions of applicable law;

               (B) institute legal proceedings to foreclose upon and against
the lien and security interest granted by this Mortgage, to recover judgments
for the Obligation then due and owing and secured hereby, and to collect the
same out of any of or all the Mortgaged Aviation Property or the proceeds of
any sale thereof;

               (C) institute legal proceedings for the sale, under the
judgment or decree of any court of competent jurisdiction, of any of or all
the Mortgaged Aviation Property;

               (D) without regard to the adequacy of the security for the
Obligation by virtue of this Mortgage or any other collateral or to the
solvency of the Mortgagor, institute legal proceedings for the appointment of
a receiver or receivers with respect to any of or all the Mortgaged Aviation
Property pending foreclosure hereunder or for the sale of any of or all the
Mortgaged Aviation Property under the order of a court of competent
jurisdiction or under other legal process; or

               (E) personally or by agents or attorneys, enter upon any
premises where the Mortgaged Aviation Property or any part thereof may then be
located, and take possession of all or any part

                                      10


<PAGE>


thereof, and hold, store and keep idle, or lease, operate or otherwise use or
permit the use of, the Mortgaged Aviation Property or any part thereof, for
such time and upon such terms as the Mortgagee may in its sole and complete
discretion deem to be in its best interest, and demand, collect, and retain
all rent, earnings, and other sums due and to become due in respect of the
same from any party whomsoever, accounting only for net earnings, if any,
arising from such use and charging against all receipts from the use of the
same or from the sale thereof, by court proceedings or pursuant to paragraph
(c) below, all other costs, expenses, charges, damages and other losses
resulting from such use.

          At any sale pursuant to this Section 11, whether under the power of
sale or by virtue of judicial proceedings, it shall not be necessary for
Mortgagee or a public officer under order of a court to have present physical
or constructive possession of the Mortgaged Aviation Property to be sold. Upon
any sale hereunder of any of or all the Mortgaged Aviation Property or any
interest therein, the receipt of the officer making such sale under judicial
proceedings or of Mortgagee shall be sufficient discharge to the purchaser for
the purchase money, and such purchaser shall not be obligated to see to the
application thereof. Any sale hereunder of any of or all the Mortgaged
Aviation Property or any interest therein shall, to the extent permitted by
applicable law, be a perpetual bar against the Mortgagor with respect to such
Mortgaged Aviation Property or interest therein, as the case may be.

          (c) If Mortgagee should elect to foreclose upon and against the lien
and security interest created in and by this Mortgage, the Mortgagor shall,
upon demand of Mortgagee, deliver to Mortgagee all or any part of the
Mortgaged Aviation Property at such time or times and place or places as
Mortgagee may specify; and Mortgagee is hereby authorized and empowered to the
extent permitted by law, with or without the aid of process of law, to enter
upon any premises where the Mortgaged Aviation Property or any part thereof
may be located and take possession of and remove the same. Mortgagee may
thereafter sell, lease and dispose of, or cause to be sold, leased or disposed
of, all or any part of the Mortgaged Aviation Property at one or more public
or private sales, leasings or other dispositions, at such places and times and
on such terms and conditions as the Mortgagee may deem fit. Mortgagee agrees
to give the Mortgagor at least ten days' written notice of the date fixed for
any public sale, or the date on or after which will occur the execution of any
contract for any private sale, or any of the Mortgaged Aviation Property.

          SECTION 12. Application of Proceeds. If a Default Event shall occur
and be continuing, the proceeds of any sale, lease or other disposition of all
or any part of the Mortgaged Aviation Property under this Mortgage and all
other sums realized by Mortgagee pursuant to this Mortgage or any proceedings
hereunder shall be applied in the following order of priority:

          First: To the payment of the costs and expenses of such sale, lease,
disposition or the realization, including reasonable compensation to the
Mortgagee's agents and counsel, and all expenses, liabilities and advances
made or incurred by Mortgagee in connection therewith, including without
limitation, taxes upon or with respect to the sale, lease, disposition or
realization and the payment of taxes and liens, if any, prior to the lien and
security interest of this Mortgage (except any taxes or liens to which the
respective sale, lease, disposition or realization shall have been subject)
and to the payment of expenses and the reimbursements of payments incurred or
made by Mortgagee pursuant to Section 15;

          Second: To the payment of the remainder of the Obligation.

          Third: Upon payment in full of the Obligation, the balance, if any,
to the


                                      11


<PAGE>


Mortgagor or to such other person(s) as may lawfully be entitled to the
remainder or as any court of competent jurisdiction may direct.

          SECTION 13. Mortgagee as Attorney. The Mortgagor hereby irrevocably
and severally appoints Mortgagee the true and lawful attorney of the Mortgagor
(with full power of substitution) in the name, place and stead of, and at the
expense of, the Mortgagor in connection with the enforcement of the rights and
remedies provided for in Sections 11 and 12: (a) to give any necessary
receipts or acquittances for amounts collected or received thereunder, (b) to
make all necessary transfer of all or any part of the Mortgaged Aviation
Property in connection with any sale, lease or other disposition made pursuant
hereto and (c) to execute and deliver for value all necessary or appropriate
bills of sale, assignments and other instruments in connection with any such
sale, lease or other disposition, the Mortgagor hereby ratifying and
confirming all that its said attorney (or any substitute) shall lawfully do
hereunder and pursuant hereto. Nevertheless, if so requested by Mortgagee or a
purchaser or lessor, the Mortgagor shall ratify and confirm any such sale,
lease or other disposition by executing and delivering to Mortgagee or such
purchaser or lessor all proper bills of sale, assignments, releases, leases
and other instruments as may be designated in any such request.

          SECTION 14. Remedies Cumulative; Fees and Expenses. (a) No failure
or delay on the part of Mortgagee in exercising, and no course of dealing with
respect to, any right, power or remedy under this Mortgage, and no notice or
demand that may be given to or made upon the Mortgagor with respect to any
such right, power or remedy, shall constitute a waiver thereof or limit or
impair the rights of Mortgagee to take any other or similar action or to
exercise any other right, power or remedy granted in this Mortgage or
otherwise available to Mortgagee; nor shall any single or partial exercise of
any right, power or remedy under this Mortgage include any other or further
exercise thereof or the exercise of any other right, power or remedy granted
in this Mortgage or otherwise available to Mortgagee or prejudice its rights
against the Mortgagor in any respect. Each and every remedy of the Mortgagee
shall be cumulative and shall not be exclusive or any other remedies provided
now or hereafter at law, in equity or otherwise.

               (b) The Mortgagor shall reimburse Mortgagee for all counsel
fees and other expenses paid or incurred by Mortgagee in exercising any
rights, powers or remedies granted hereby.

               (c) Mortgagor agrees, to the extent now or hereafter permitted
by applicable law, that neither it nor anyone claiming through or under it
will set up, claim or seek to take advantage of any valuation, appraisement,
stay, extension or redemption law now or hereafter in force in any locality
where any property subject to the lien and security interest of this Mortgage
may be located, in order to prevent, hinder or delay the enforcement or
foreclosure of this Mortgage, or the sale of the Mortgaged Aviation Property
(or any part thereof), or the purchaser's rights to absolute possession
thereof immediately after such sale. Mortgagor, for itself and all who may at
any time claim through or under it, hereby waives, to the full extent now or
hereafter permitted by applicable law, the benefit of all such laws, and any
and all right to have any of the Mortgaged Aviation Property marshalled upon
any such sale.

          SECTION 15. Mortgagee's Right to Perform for the Mortgagor. If the
Mortgagor shall fail to make any payment required to be made by it hereunder
or shall fail to perform or comply with any of its agreements contained
herein, Mortgagee may (but shall not be obligated to), upon ten (10) days'
prior written notice to the Mortgagor, make such payment or perform or comply
with such agreement (including, without limitation, the agreement of the
Mortgagor to maintain insurance pursuant to Section 9), and the amount of such
payment and the amount of the reasonable expenses of Mortgagee incurred in
connection

                                      12


<PAGE>


with such payment or the performance of or compliance with such agreement, as
the case may be, together with interest thereon at the highest post-maturity
per annum rate of interest provided for in the Note, shall be payable by the
Mortgagor to Mortgagee on demand and shall constitute additional indebtedness
secured by the lien and security interest of this Mortgage.

          SECTION 16. Further Assurances. The Mortgagor shall, at its own cost
and expense (except as otherwise stated below): (i) as soon as practicable
after the date hereof, cause each of the Mortgaged Airplanes and (if not
prevented by applicable law or regulations or governmental authority, and if
it will not adversely affect the proper use thereof) each Mortgaged Engine
included in the Mortgaged Aviation Property to be legibly marked (in a
reasonably prominent location) with such a plate, disk or other marking of
customary size, and bearing such a legend, as shall in the opinion of
Mortgagee be appropriate or desirable to evidence the fact that it is subject
to the lien and security interest created by this Mortgage (and until such
Mortgaged Airplane or such Mortgaged Engine shall be released from the lien
and security interest of this Mortgage, the Mortgagor shall not remove or
deface, or permit to be removed or defaced, any such plate, disk or other
marking or the identifying manufacturer's serial number, and, in the event of
such removal or defacement, shall promptly cause such plate, disk or other
marking or serial number to be promptly replaced) and (ii) cause this
Mortgage, and any and all additional instruments which shall be executed
pursuant to the terms hereof, to be kept, filed and recorded, at all times, in
such places in the United States and such places outside the United States to
which any of the Mortgaged Airplanes shall be operated as shall be required in
order to perfect and preserve the rights of Mortgagee hereunder and furnish to
Mortgagee an opinion or opinions of counsel or other evidence satisfactory to
Mortgagee of each such filing or recordation, and, without limitation of any
of the foregoing, at the request of Mortgagee, promptly correct any defect,
error or omission that may at any time hereafter be discovered in the contents
of this Mortgage or in the execution, acknowledgment or delivery hereof, and
will execute, acknowledge and deliver to Mortgagee such further documents and
assurances and take such further action as Mortgagee may from time to time
reasonably request in order to more effectively carry out the intent and
purpose of this Mortgage and to establish and protect the rights and remedies
created or intended to be created in favor of the Mortgagee hereunder without
limiting anything set forth above, the Mortgagor shall promptly file and
record such financing statements, continuation statements and other
instruments or documents with respect to the lien and security interest
created hereby as Mortgagee may reasonably deem necessary or appropriate fully
to perfect the lien and security interest, or fully to protect its interests,
hereunder. Where allowed by applicable law, Mortgagor hereby authorizes
Mortgagee to file financing statements and continuation statements signed only
by the Mortgagee.

          SECTION 17. Termination. Unless otherwise provided herein, this
Mortgage and the lien and security interest granted by this Mortgage shall
terminate at the date when the Obligation shall have been irrevocably fully
paid and performed and the Commitments (as defined in the Credit Agreement)
shall have expired or been terminated. Upon termination of this Mortgage, as
aforesaid, the Mortgagee shall execute and deliver to the Mortgagor at the
Mortgagor's expenses, such instruments of release and termination as shall be
appropriate in the premises.

          SECTION 18. Miscellaneous. Any provision of this Mortgage which
shall be prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the Mortgagor hereby waives any provision
of law that renders any provision hereof prohibited or unenforceable in any
respect. No term

                                      13


<PAGE>


or provision of this Mortgage may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the Mortgagor and
Mortgagee. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the
Mortgagor, the Mortgagee and their respective successors and assigns. The
captions in this Mortgage are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof.

          SECTION 19. Governing Law. This Mortgage shall be construed and
enforced in accordance with, and governed by the laws of the State of Indiana,
except to the extent that the law of some other jurisdiction may be
mandatorily applicable to the proceedings taken for the enforcement of the
rights of Mortgagee hereunder; provided, however, that any remedies herein
provided that are valid under the laws of the jurisdiction where proceedings
for the enforcement hereof shall be taken shall not be affected by any
invalidity thereof under the laws of the State of Indiana.

          SECTION 20. Execution and Delivery. This Mortgage may be executed in
any number of counterparts, and each such counterpart shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Security Agreement And Chattel Mortgage to be duly executed, as of
the day and year first above written.

AMERICAN TRANS AIR, INC.


By: /s/ Kenneth R. Wolff
    ------------------------------------
    Executive Vice President and
    Chief Financial Officer

NBD BANK, N.A., as Mortgagee


By:
   -------------------------------------

    Its:
         -------------------------------

Dated:


                                      14


<PAGE>


or provision of this Mortgage may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the Mortgagor and
Mortgagee. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the
Mortgagor, the Mortgagee and their respective successors and assigns. The
captions in this Mortgage are for convenience of reference only and shall not
define or limit any of the terms or provisions hereof.

          SECTION 19. Governing Law. This Mortgage shall be construed and
enforced in accordance with, and governed by the laws of the State of Indiana,
except to the extent that the law of some other jurisdiction may be
mandatorily applicable to the proceedings taken for the enforcement of the
rights of Mortgagee hereunder; provided, however, that any remedies herein
provided that are valid under the laws of the jurisdiction where proceedings
for the enforcement hereof shall be taken shall not be affected by any
invalidity thereof under the laws of the State of Indiana.

          SECTION 20. Execution and Delivery. This Mortgage may be executed in
any number of counterparts, and each such counterpart shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Security Agreement And Chattel Mortgage to be duly executed, as of
the day and year first above written.

AMERICAN TRANS AIR, INC.


By:
    ------------------------------------
    Executive Vice President and
    Chief Financial Officer

NBD BANK, N.A., as Mortgagee


By: /s/ Scott C. Morrison
   -------------------------------------

    Its:  Vice President

         -------------------------------

Dated:


                                      14


<PAGE>


                                                                       ANNEX 1
                                                         to Security Agreement
                                                          and Chattel Mortgage

                    [FORM OF SUPPLEMENTAL CHATTEL MORTGAGE]

                  SUPPLEMENTAL CHATTEL MORTGAGE NO.__________

          SUPPLEMENTAL CHATTEL MORTGAGE dated as of __________, 19__, between
AMERICA TRANS AIR, INC., an Indiana corporation (hereinafter called the
"Mortgagor"), having its chief place of business at 7337 West Washington
Street, Indianapolis, Indiana 46231, as mortgagor, and NBD BANK, N.A., a
national banking association having its principal banking offices at One
Indiana Square, Indianapolis, Indiana ("Mortgagee"), as Mortgagee under the
Mortgage described below;

          WHEREAS the Mortgagor has heretofore executed and delivered to the
Mortgagee a Security Agreement and Chattel Mortgage dated July __, 1997
(hereinafter called the "Mortgage"), covering the property of the Mortgagor
therein described, to secure the due and punctual payment and performance of
the Obligation (as defined in the Mortgage);

          WHEREAS the Mortgage was duly recorded with the Federal Aviation
Administration at Oklahoma City, Oklahoma, on _____________, 19____, as
Conveyance No. _____________ pursuant to the Federal Aviation Act of 1958, as
amended;

          WHEREAS the Mortgagor is the legal and beneficial owner of each of
the "Engines" (as hereinafter defined), free and clear of all liens and
encumbrances except Permitted Encumbrances, and desires to execute and deliver
this Supplemental Chattel Mortgage for the purpose of specifically subjecting
said property to the lien of the Mortgage;

          WHEREAS the Mortgagor is an air carrier certificated under Section
401 of the Federal Aviation Act of 1958, as amended, and holds air carrier
operating certificates; and

          WHEREAS all things necessary to make this Supplemental Chattel
Mortgage valid, binding and legal obligation of the Mortgagor, including all
proper corporate action on the part of the Mortgagor, have been done and
performed and have happened;

          NOW, THEREFORE, THIS SUPPLEMENTAL CHATTEL MORTGAGE WITNESSETH, that,
to secure the due and punctual payment and performance of the Obligation and
to secure performance of all obligations and covenants of the Mortgagor under
the Mortgage, as supplemented hereby, the Mortgagor hereby mortgages to the
Mortgagee, for the benefit of itself, the Administrative Agent and the Banks
(as defined in the Mortgage), and grants to the Mortgagee, a security interest
in the following engine(s) (the "Engines"):

                                      15


<PAGE>


                                                              Manufacturer's
Manufacturer                        Model                     Serial Number
------------                        -----                     -------------

          TO HAVE AND TO HOLD all and singular the Engines unto the Mortgagee,
for the benefit of itself, the Administrative Agent and the Banks (as defined
in the Mortgage), and its successors and assigns, for the uses and purposes
and subject to the terms, provisions, agreements and covenants set forth in
the Mortgage.

          This Supplemental Chattel Mortgage is intended to be delivered in
the State of Indiana and shall be governed by the laws of that State.

          This Supplemental Chattel Mortgage shall be construed as
supplemental to the Mortgage and shall form a part thereof, and the Mortgage
is hereby incorporated by reference herein and is hereby ratified, approved
and confirmed.

          This Supplemental Chattel Mortgage may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and
the same Supplemental Chattel Mortgage.

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Chattel Mortgage to be duly executed, as of the day and year first above
written.

                                         AMERICAN TRANS AIR, INC.,

                                         By:
                                            ---------------------------------
                                            Title:

("Mortgagor")

                      [Add Appropriate Acknowledgements]


                                       16


<PAGE>


             SCHEDULE 1 TO SECURITY AGREEMENT AND CHATTEL MORTGAGE

                                 The Aircraft

The following aircraft:

                                     Manufacturer          U.S.
Manufacturer          Model            Serial No.       Registry No.
------------          -----            ----------       ------------
Lockheed          L-1011-385-1         193C-1052           N185AT
Lockheed          L-1011-385-1         193C-1057           N192AT
Lockheed          L-1011-385-1         193C-1071           N193AT
Lockheed          L-1011-385-1         193C-1074           N186AT
Lockheed          L-1011-385-1         193C-1081           N189AT
Lockheed          L-1011-385-1         193C-1084           N191AT
Lockheed          L-1011-50            193C-1077           N187AT
Lockheed          L-1011-385-1         193C-1041           N195AT
Lockheed          L-1011-385-1         193C-1086           N190AT
Lockheed          L-1011-385-1         193B-1076           N196AT
Lockheed          L-1011-385-1         193P 1082           N197AT
Lockheed          L-1011-385-1         193C-1078           N188AT

                                      17


<PAGE>


                              SCHEDULE 1 (Cont'd)

                                  The Engines

The following engines, each of said engines being 750 or more rated takeoff
horsepower or its equivalent:

                                                        Manufacturer
Manufacturer                     Model                   Serial No.
------------                     -----                   ----------
Rolls Royce                   RB211-22B-02                  10353
Rolls Royce                   RB211-22B-02                  10279
Rolls Royce                   RB211-22B-02                  10259
Rolls Royce                   RB211-22B-02                  10254
Rolls Royce                   RB211-22B-02                  10238
Rolls Royce                   RB211-22B-02                  10383
Rolls Royce                   RB211-22B-02                  10354
Rolls Royce                   RB211-22B-02                  10341
Rolls Royce                   RB211-22B-02                  10362
Rolls Royce                   RB211-22B-02                  10236
Rolls Royce                   RB211-22B-02                  10255
Rolls Royce                   RB211-22B-02                  10347
Rolls Royce                   RB211-22B-02                  10251
Rolls Royce                   RB211-22B-02                  10208
Rolls Royce                   RB211-22B-02                  10286
Rolls Royce                   RB211-22B-02                  10331
Rolls Royce                   RB211-22B-02                  10260
Rolls Royce                   RB211-22B-02                  10258
Rolls Royce                   RB211-22B                     10219
Rolls Royce                   RB211-22B                     10274
Rolls Royce                   RB211-22B                     10323
Rolls Royce                   RB211-22B                     10319
Rolls Royce                   RB211-22B                     10357
Rolls Royce                   RB211-22B                     10561
Rolls Royce                   RB211-22B-02                  10311
Rolls Royce                   RB211-22B-02                  10273
Rolls Royce                   RB211-22B-02                  10358
Rolls Royce                   RB211-22B                     10348
Rolls Royce                   RB211-22B                     10349
Rolls Royce                   RB211-22B                     10351
Rolls Royce                   RB211-22B                     10503
Rolls Royce                   RB211-22B                     10300
Rolls Royce                   RB211-22B                     10466
Rolls Royce                   RB211-22B                     10335
Rolls Royce                   RB211-22B                     10235
Rolls Royce                   RB211-22B                     10394

                                      18


<PAGE>


                                  SCHEDULE II

                                          Recording
Document                  Date              Date           Conveyance No.
--------                  ----              ----           --------------
1st Supplement          9/24/96            11/5/96            HH013243

2nd Supplement          11/12/96           12/30/96            Z00193

3rd Supplement          12/30/96           2/13/97            DD011948