<PAGE>

                                                                  EXECUTION COPY

                                  AMTRAN, INC.

                            AMERICAN TRANS AIR, INC.

                                       and

                            WILMINGTON TRUST COMPANY

                                   as Trustee

                          PASS THROUGH TRUST AGREEMENT

                           Dated as of March 28, 2002

                  American Trans Air 2002-1B Pass Through Trust
      10.699 % Initial American Trans Air 2002-1B Pass Through Certificates
     10.699 % Exchange American Trans Air 2002-1B Pass Through Certificates

<PAGE>

Reconciliation and tie between American Trans Air Pass Through Trust Agreement,
Series 2002-1B dated as of March 28, 2002, and the Trust Indenture Act of 1939.
This reconciliation does not constitute part of the Pass Through Trust
Agreement.

         Trust Indenture Act                      Pass Through Trust
           of 1939 Section                        Agreement Section
           ---------------                        -----------------

             310(a)(1)                                  7.08

                (a)(2)                                  7.08

             312(a)                                     3.05; 8.01; 8.02

             313(a)                                     7.06; 8.03

             314(a)                                     8.04(a),(c) & (d)

                (a)(4)                                  8.04(e)

                (c)(1)                                  1.02

                (c)(2)                                  1.02

                (d)(1)                                  7.13; 11.01

                (d)(2)                                  7.13; 11.01

                (d)(3)                                  2.01

                (e)                                     1.02

             315(b)                                     7.02

             316(a)(last sentence)                      1.04(c)

                (a)(1)(A)                               6.04

                (a)(1)(B)                               6.05

                (b)                                     6.06

                (c)                                     1.04(e)

             317(a)(1)                                  6.03

                (b)                                     7.13

             318(a)                                     12.05

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I DEFINITIONS.............................................................................................3
         Section 1.01.       Definitions..........................................................................3
         Section 1.02.       Compliance Certificates and Opinions................................................13
         Section 1.03.       Form of Documents Delivered to Trustee..............................................14
         Section 1.04.       Directions of Certificateholders....................................................14

ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT NOTES.....................................16
         Section 2.01.       Issuance of Certificates; Acquisition of Equipment Notes............................16
         Section 2.02.       Withdrawal of Deposits..............................................................17
         Section 2.03.       Acceptance by Trustee...............................................................17
         Section 2.04.       Limitation of Powers................................................................18

ARTICLE III THE CERTIFICATES.....................................................................................18
         Section 3.01.       Title, Form, Denomination and Execution of Certificates.............................18
         Section 3.02.       Restrictive Legends.................................................................19
         Section 3.03.       Authentication of Certificates......................................................21
         Section 3.04.       Transfer and Exchange...............................................................22
         Section 3.05.       Book-Entry Provisions for U.S. Global Certificate and Offshore Global
                                     Certificates................................................................22
         Section 3.06.       Special Transfer Provisions.........................................................24
         Section 3.07.       Mutilated, Destroyed, Lost or Stolen Certificates...................................26
         Section 3.08.       Persons Deemed Owners...............................................................26
         Section 3.09.       Cancellation........................................................................26
         Section 3.10.       Limitation of Liability for Payments................................................26
         Section 3.11.       Temporary Certificates..............................................................27

ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS.......................................................27
         Section 4.01.       Certificate Account and Special Payments Account....................................27
         Section 4.02.       Distributions from Certificate Account and Special Payments Account.................28
         Section 4.03.       Statements to Certificateholders....................................................29
         Section 4.04.       Investment of Special Payment Moneys................................................30

ARTICLE V THE COMPANY............................................................................................31
         Section 5.01.       Maintenance of Corporate Existence..................................................31
         Section 5.02.       Consolidation, Merger, Etc..........................................................31
         Section 5.03.       Rule 144A(d)(4) Information.........................................................32
</TABLE>


                                        i
<PAGE>

<TABLE>
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ARTICLE VI DEFAULT...............................................................................................32
         Section 6.01.       Events of Default...................................................................32
         Section 6.02.       Incidents of Sale of Equipment Notes................................................34
         Section 6.03.       Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit..................35
         Section 6.04.       Control by Certificateholders.......................................................35
         Section 6.05.       Waiver of Past Defaults.............................................................35
         Section 6.06.       Right of Certificateholders to Receive Payments Not to Be Impaired..................36
         Section 6.07.       Certificateholders May Not Bring Suit Except Under Certain Conditions...............36
         Section 6.08.       Remedies Cumulative.................................................................37
         Section 6.09.       Undertaking for Costs...............................................................37

ARTICLE VII THE TRUSTEE..........................................................................................37
         Section 7.01.       Notice of Defaults..................................................................37
         Section 7.02.       Certain Rights of Trustee...........................................................37
         Section 7.03.       Not Responsible for Recitals or Issuance of Certificates............................39
         Section 7.04.       May Hold Certificates...............................................................39
         Section 7.05.       Money Held in Trust.................................................................39
         Section 7.06.       Compensation and Reimbursement......................................................39
         Section 7.07.       Corporate Trustee Required, Eligibility.............................................41
         Section 7.08.       Resignation and Removal: Appointment of Successor...................................41
         Section 7.09.       Acceptance of Appointment by Successor..............................................42
         Section 7.10.       Merger, Conversion, Consolidation or Succession to Business.........................43
         Section 7.11.       Maintenance of Agencies.............................................................43
         Section 7.12.       Money for Certificate Payments to Be Held in Trust..................................44
         Section 7.13.       Registration of Equipment Notes in Name of Subordination Agent......................44
         Section 7.14.       Representations and Warranties of Trustee...........................................45
         Section 7.15.       Withholding Taxes, Information Reporting............................................46
         Section 7.16.       Trustee's Liens.....................................................................47
         Section 7.17.       Preferential Collection of Claims...................................................47

ARTICLE VIII CERTIFICATEHOLDERS'LISTS AND REPORTS BY TRUSTEE.....................................................47
         Section 8.01.       The Company to Furnish Trustee with Names and Addresses of
                                     Certificateholders..........................................................47
         Section 8.02.       Preservation of Information; Communications to Certificateholders...................47
         Section 8.03.       Reports by Trustee..................................................................48
         Section 8.04.       Reports by the Guarantor and Company................................................48

ARTICLE IX SUPPLEMENTAL AGREEMENTS...............................................................................49
</TABLE>

                                       ii

<PAGE>

<TABLE>
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         Section 9.01.       Supplemental Agreements Without Consent of Certificateholders.......................49
         Section 9.02.       Supplemental Agreements with Consent of Certificateholders..........................50
         Section 9.03.       Documents Affecting Immunity or Indemnity...........................................51
         Section 9.04.       Execution of Supplemental Agreements................................................51
         Section 9.05.       Effect of Supplemental Agreements...................................................51
         Section 9.06.       Conformity with Trust Indenture Act.................................................52
         Section 9.07.       Reference in Certificates to Supplemental Agreements................................52

ARTICLE X AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS............................................................52
         Section 10.01.      Amendments and Supplements to Indentures and Other Note Documents...................52

ARTICLE XI TERMINATION OF TRUST..................................................................................53
         Section 11.01.      Termination of the Trust............................................................53

ARTICLE XII MISCELLANEOUS PROVISIONS.............................................................................54
         Section 12.01.      Limitation on Rights of Certificateholders..........................................54
         Section 12.02.      Liabilities of Certificateholders...................................................54
         Section 12.03.      Certificates Nonassessable and Fully Paid...........................................54
         Section 12.04.      Notices 55
         Section 12.05.      Governing Law.......................................................................54
         Section 12.06.      Severability of Provisions..........................................................55
         Section 12.07.      Effect of Headings and Table of Contents............................................55
         Section 12.08.      Successors and Assigns..............................................................56
         Section 12.09.      Benefits of Agreement...............................................................56
         Section 12.10.      Legal Holidays......................................................................56
         Section 12.11.      Counterparts........................................................................56
         Section 12.12.      Communication by Certificateholders with Other Certificateholders...................56
         Section 12.13.      Intention of Parties................................................................56
</TABLE>

Exhibit A  -  Form of Certificate
Exhibit B  -  Form of Certificate to be Delivered in Connection with Transfers
              Pursuant to Regulation S
Exhibit C  -  [Reserved]
Exhibit D  -  [Reserved]
Exhibit E  -  Form of Certificate to be Delivered in Connection with Transfers
              to QIBs


                                      iii
<PAGE>

         This PASS THROUGH TRUST AGREEMENT, dated as of March 28, 2002, among
AMTRAN, INC., an Indiana corporation (the "Guarantor"), AMERICAN TRANS AIR,
INC., an Indiana corporation (the "Company"), and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as Trustee, is made with respect to the formation
of the American Trans Air 2002-1B Pass Through Trust, and the issuance of
10.699% American Trans Air 2002-1B Pass Through Certificates representing
fractional undivided interests in the Trust.

                                   WITNESSETH:

         WHEREAS, the Company has obtained (either directly or through General
Electric Credit Corporation) commitments from The Boeing Company for the
delivery of, or has taken delivery of, certain Aircraft;

         WHEREAS, the Company intends to finance the acquisition of each such
Aircraft either (i) through separate leveraged lease transactions in which the
Company will lease such aircraft (collectively, the "Leased Aircraft") or (ii)
through separate secured loan transactions in which the Company will own such
Aircraft (collectively, the "Owned Aircraft");

         WHEREAS, in the case of each Leased Aircraft, each Owner Trustee,
acting on behalf of the corresponding Owner Participant, will issue pursuant to
an Indenture, on a non-recourse basis, two series of Equipment Notes in order to
finance a portion of the purchase price of each such Leased Aircraft;

         WHEREAS, in the case of each Owned Aircraft, the Company, will issue
pursuant to an Indenture, on a recourse basis, two series of Equipment Notes to
finance a portion of the purchase price of each such Owned Aircraft;

         WHEREAS, the Company has entered into a Certificate Purchase Agreement
dated as of March 26, 2002 (as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms, the
"Certificate Purchase Agreement") with the Guarantor and PK AirFinance US, Inc.
(the "Purchaser") which provides for the issuance and sale of the Certificates
to the Purchaser;

         WHEREAS, the Company, the Guarantor, the Trustee, the Subordination
Agent, the Escrow Agent, the Liquidity Provider and the Paying Agent and certain
other parties named therein concurrently herewith are entering into a Delayed
Funding Implementation Agreement, dated as of the date hereof (the "Delayed
Funding Implementation Agreement") pursuant to which the parties thereto agree
to supplement and modify the Operative Agreements, as defined therein;

         WHEREAS, the Trustee, upon execution and delivery of this Agreement,
hereby declares the creation of this Trust (the "2002-1B Trust") for the benefit
of the Certificateholders, and the Certificateholders, as the grantors of the
2002-1B Trust, by their respective acceptances of the Certificates, join in the
creation of this 2002-1B Trust with the Trustee;

         WHEREAS, all Certificates to be issued by the Trust will evidence
fractional undivided interests in the Trust and will convey no rights, benefits
or interests in respect of any

<PAGE>

property other than the Trust Property;

         WHEREAS, the Escrow Agent, the Purchaser, the Trustee and the Escrow
Paying Agent have contemporaneously herewith entered into an Escrow Agreement
pursuant to which the Purchaser has delivered to the Escrow Agent the purchase
price for the Certificates and has irrevocably instructed the Escrow Agent to
withdraw and pay funds from such amount upon request and proper certification by
the Trustee to purchase Equipment Notes at the times at which the Aircraft are
to be financed as contemplated by the Note Purchase Agreement from time to time
prior to the Delivery Period Termination Date (other than the financing of an
Aircraft on the Issuance Date, if applicable);

         WHEREAS, the Escrow Agent on behalf of the Certificateholders has
contemporaneously herewith entered into the Deposit Agreement (Class B) and the
Delayed Deposit Agreement (Class B) with the Depositary;

         WHEREAS, pursuant to the terms and conditions of this Agreement and the
Note Purchase Agreement, the Trustee, on behalf of the Trust, shall (subject to
certain conditions) purchase Equipment Notes having the same interest rate as,
and final maturity date not later than the final Regular Distribution Date of,
the Certificates issued hereunder and shall hold such Equipment Notes in trust
for the benefit of the Certificateholders;

         WHEREAS, all of the conditions and requirements necessary to make this
Agreement, when duly executed and delivered, a valid, binding and legal
instrument, enforceable in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Agreement in the form and with the terms hereof have been in
all respects duly authorized;

         WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase
of Equipment Notes by, the Trustee on behalf of the 2002-1B Trust, (i) the
Company has duly authorized the execution and delivery of this Agreement as the
"issuer", as such term is defined in and solely for purposes of the Securities
Act of 1933, as amended, of the Certificates to be issued pursuant hereto, and
as the "obligor", as such term is defined in and solely for purposes of the
Trust Indenture Act or 1939, as amended, and (ii) the Guarantor has duly
authorized the execution and delivery of this Agreement with respect to all such
Certificates and the Company and the Guarantor are undertaking to perform
certain administrative and ministerial duties hereunder and are also undertaking
to pay the fees and expenses of the Trustee;

         WHEREAS, the Trustee, the Other Trustee, the Investors (as defined in
the Registration Rights Agreement), the Guarantor and the Company, have
contemporaneously herewith entered into a Registration Rights Agreement that
provides for, among other things, the possible issuance of Exchange
Certificates; and

         WHEREAS, upon issuance of the Exchange Certificates, if any, or the
effectiveness of the Shelf Registration Statement, this Agreement, as amended or
supplemented from time to time, will be subject to the provisions of the Trust
Indenture Act of 1939, and shall, to the extent applicable, be governed by such
provisions.

                                       2
<PAGE>

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01. Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

         (1) the terms used herein that are defined in this Article have the
     meanings assigned to them in this Article, and include the plural as well
     as the singular;

         (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference herein, have the meanings
     assigned to them therein;

         (3) all references in this Agreement to designated "Articles",
     "Sections" and other subdivisions are to the designated Articles, Sections
     and other subdivisions of this Agreement;

         (4) the words "herein", "hereof' and "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     Article, Section or other subdivision; and

         (5) unless the context otherwise requires, whenever the words
     "including", "include" or "includes" are used herein, it shall be deemed to
     be followed by the phrase "without limitation".

         Accountants: Has the meaning specified in Section 7.15(b).

         Affiliate: With respect to any specified Person, means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control",
when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         Agent Members: Has the meaning specified in Section 3.05(a).

         Aircraft: Means each of the Aircraft or Substitute Aircraft in respect
of which a Participation Agreement is entered into in accordance with the Note
Purchase Agreement.

         Applicable Delivery Date: Has the meaning specified in Section 2.01(b).

         Applicable Participation Agreement: Has the meaning specified in
Section 2.01(b).

                                       3
<PAGE>

         Authorized Agent: Means any Paying Agent or Registrar for the
Certificates.

         Avoidable Tax: Has the meaning specified in Section 7.08(e) hereof.

         Book-Entry Certificates: With respect to the Certificates, means a
beneficial interest in the Certificates, ownership and transfers of which shall
be made through book entries as described in Section 3.04.

         Business Day: Means any day other than a Saturday, a Sunday or a day on
which commercial banks are required or authorized to close in Indianapolis,
Indiana or New York, New York or so long as any such Certificate is outstanding,
the city and state in which the Trustee or any related Loan Trustee maintains
its Corporate Trust Office or receives and disburses funds.

         Certificate: Means any one of the Initial Certificates or Exchange
Certificates and any Initial Certificates or Exchange Certificates issued in
exchange therefor or replacement thereof pursuant to this Agreement and
authenticated hereunder substantially in the form of Exhibit A hereto.

         Certificate Account: Means the account or accounts created and
maintained pursuant to Section ------------------- 4.01(a).

         Certificateholder or Holder: Means the Person in whose name a
Certificate is registered in the Register.

         Certificate Purchase Agreement: Has the meaning specified in the fifth
recital to this Agreement.

         Class C Certificateholder: Means, at any time, any holder of one or
more pass through certificates issued by the American Trans Air Pass Through
Trust, Series 2002-1C, if and when established.

         Clearing Agency: Means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.

         Clearing Agency Participant: Means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects, directly or indirectly, book-entry transfers and pledges of
securities deposited with the Clearing Agency.

         Code: Means the Internal Revenue Code of 1986, as amended.

         Company: Means American Trans Air, Inc., an Indiana corporation, or its
successor in interest pursuant to Section 5.02.

         Controlling Party: Has the meaning specified in the Intercreditor
Agreement.

                                       4
<PAGE>

         Corporate Trust Office: With respect to the Trustee or any Loan
Trustee, means the office of such trustee in the city at which at any particular
time its corporate trust business shall be principally administered.

         Cut-off Date: Means the earlier of (a) the Delivery Period Termination
Date and (b) the date on which a Triggering Event occurs.

         Delayed Funding Implementation Agreement: Has the meaning specified in
the sixth recital to this Agreement.

         Delivery Date: Has the meaning specified in Annex A to the Note
Purchase Agreement.

         Delivery Notice: Has the meaning specified in Section 1(b) of the Note
Purchase Agreement.

         Delivery Period Termination Date: Has the meaning specified in Annex A
to the Note Purchase Agreement.

         Deposit Agreement: Means (i) prior to the Delayed Funding Date (as
defined in the Delayed Funding Implementation Agreement) the Deposit Agreement
(Class B) and (ii) on and after the Delayed Funding Date, such Deposit Agreement
(to the extent of any payment to be made by the Depositary thereunder on or
after the Delayed Funding Date) and the Delayed Deposit Agreement (Class B),
each dated as of March 28, 2002 relating to the Certificates, between the
Depositary and the Escrow Agent, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms and shall
include any Replacement Deposit Agreement (as defined in the Note Purchase
Agreement).

         Depositary: Means IntesaBci S.p.A., acting through its New York Branch.

         Deposits: Has the meaning specified in the Deposit Agreement.

         Direction: Has the meaning specified in Section 1.04(a).

         Distribution Date: Means each Regular Distribution Date and each
Special Distribution Date.

         DTC: Means The Depository Trust Company, its nominees and their
respective successors.

         Equipment Note: Means the Series B Equipment Notes issued under (and as
defined in) the Indentures.

         ERISA: Means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor federal statute.

                                       5
<PAGE>

         Escrow Agent: Means, initially, Wells Fargo Bank Northwest, National
Association, and any replacement or successor therefor appointed in accordance
with the Escrow Agreement.

         Escrow Agreement: Means the Escrow and Paying Agent Agreement (Class B)
dated as of March 28, 2002 relating to the Certificates, among the Escrow Agent,
the Escrow Paying Agent, the Purchaser and the Trustee, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms.

         Escrow Paying Agent: Means the Person acting as paying agent under the
Escrow Agreement.

         Escrow Receipt: Means the receipt substantially in the form annexed to
the Escrow Agreement representing a fractional undivided interest in the funds
held in escrow thereunder.

         Euroclear: Means the Euroclear System.

         Event of Default: Means the occurrence of an Indenture Default under
any Indenture.

         Exchange Act: Has the meaning specified in Section 5.03.

         Exchange Certificates: Means the pass through certificates
substantially in the form of Exhibit A hereto issued in exchange for the Initial
Certificates or upon sale of the Initial Certificates under the Shelf
Registration Statement, in each case pursuant to the Registration Rights
Agreement and authenticated hereunder.

         Exchange Offer: Means the exchange offer which may be made pursuant to
the Registration Rights Agreement to exchange Initial Certificates for Exchange
Certificates.

         Exchange Offer Registration Statement: Means the registration statement
that, pursuant to the Registration Rights Agreement, is filed by the Company
with the SEC with respect to the exchange of Initial Certificates for Exchange
Certificates.

         FAA: Has the meaning specified in Section 5.02(a).

         Final Withdrawal: Has the meaning specified in the Escrow Agreement.

         Final Withdrawal Date: Has the meaning specified in the Escrow
Agreement.

         Final Withdrawal Notice: Has the meaning specified in Section 2.02.

         Fractional Undivided Interest: Means the fractional undivided interest
in the Trust that is evidenced by a Certificate.

         Funding Date: Has the meaning specified in Annex A to the Note Purchase
Agreement.

                                       6
<PAGE>

         Global Certificates: Has the meaning assigned to such term in Section
3.01(d).

         Global Exchange Certificate: Has the meaning specified in Section
3.01(h).

         Guarantor: Means Amtran, Inc., an Indiana corporation, or its successor
in interest.

         Indenture: Means each separate trust indenture and mortgage agreement
relating to the Aircraft, each entered into pursuant to the related
Participation Agreement, in each case as the same may be amended, supplemented
or otherwise modified from time to time in accordance with its terms.

         Indenture Default: With respect to an Indenture, a Mortgage Event of
Default under (and as defined in) any Indenture relating to a Leased Aircraft or
an Event of Default under (and as defined in ) an Indenture relating to an Owned
Aircraft.

         Initial Certificates: Means the certificates issued and authenticated
hereunder substantially in the form of Exhibit A hereto (including the
Additional Certificates (as defined in the Delayed Funding Implementation
Agreement)), other than the Exchange Certificates.

         Initial Regular Distribution Date: Means the first Regular Distribution
Date on which a Scheduled Payment is to be made.

         Institutional Accredited Investor: Means an institutional investor that
is an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act.

         Intercreditor Agreement: Means the Intercreditor Agreement dated March
28, 2002 among the Trustee, the Other Trustee, the Liquidity Provider, the
liquidity provider relating to the Certificates issued under (and as defined in)
the Other Pass Through Trust Agreement, and Wilmington Trust Company, as
Subordination Agent thereunder, as amended, supplemented or otherwise modified
from time to time in accordance with its terms.

         Issuance Date: Means the initial date of the issuance of the
Certificates.

         Lease: Means, with respect to each Leased Aircraft, the lease between
an Owner Trustee, as the lessor, and the Company, as the lessee, referred to in
the related Indenture, as each such lease may be amended, supplemented or
otherwise modified in accordance with its terms.

         Leased Aircraft: Has the meaning specified in the second recital to
this Agreement.

         Letter of Representations: Means the agreement dated the Issuance Date
among the Company, the Trustee and the initial Clearing Agency.

         Liquidity Facility: Means the Revolving Credit Agreement (2002-1B)
dated March 28, 2002 relating to the Certificates between the Liquidity Provider
and the Subordination

                                       7
<PAGE>

Agent, as amended, replaced, supplemented or otherwise modified from time to
time in accordance with its terms and the terms of the Intercreditor Agreement.

         Liquidity Provider: Means, initially, AIG Matched Funding Corp., and
any replacement or successor therefor appointed in accordance with the Liquidity
Facility and the Intercreditor Agreement.

         Loan Trustee: With respect to any Equipment Note or the Indenture
applicable thereto, means the bank or trust company designated as loan or
indenture trustee under such Indenture, not in its individual capacity but
solely as trustee; and any successor to such Loan Trustee as such trustee; and
Loan Trustees means all of the Loan Trustees under the Indentures.

         Non-U.S. Person: Means a Person that is not a U.S. Person as defined in
Regulation S.

         Note Documents: With respect to any Equipment Note, means the related
Indenture, Lease (if the related Aircraft is leased to the Company) and
Participation Agreement.

         Note Purchase Agreement: Means the Note Purchase Agreement dated as of
March 28, 2002 among the Trustee, the Other Trustee, the Company, the Guarantor,
the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, providing
for, among other things, the purchase of Equipment Notes by the Trustee on
behalf of the Trust, as the same may be amended, supplemented or otherwise
modified from time to time, in accordance with its terms.

         Notice of Purchase Withdrawal: Has the meaning specified in the Deposit
Agreement.

         Officer's Certificate: Means a certificate signed (a) in the case of
the Guarantor or the Company, by (i) the President or any Executive Vice
President or Senior Vice President of the Guarantor or the Company,
respectively, signing alone or (ii) any Vice President of the Guarantor or the
Company signing together with the Secretary, the Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Guarantor or the Company,
respectively, or (b) in the case of the Trustee or an Owner Trustee or a Loan
Trustee, a Responsible Officer of the Trustee or such Owner Trustee or such Loan
Trustee, as the case may be.

         Offshore Global Certificates: Has the meaning assigned to such term in
Section 3.01(d).

         Offshore Physical Certificates: Means the Initial Certificates, issued
pursuant to Section 3.05(b) in exchange for interests in any Offshore Global
Certificate, in the form of permanent certificated Certificates in registered
form substantially in the form set forth in Exhibit A hereto.

         Opinion of Counsel: Means a written opinion of legal counsel who (a) in
the case of counsel for the Guarantor or the Company, may be (i) a senior
attorney in rank of the officers of the Guarantor or the Company a principal
duty of which is furnishing advice as to legal

                                       8
<PAGE>

matters or (ii) such other counsel designated by the Guarantor or the Company
and reasonably acceptable to the Trustee and (b) in the case of any Owner
Trustee or any Loan Trustee, may be such counsel as may be designated by any of
them whether or not such counsel is an employee of any of them, and who shall be
reasonably acceptable to the Trustee.

         Other Pass Through Trust Agreement: Means the American Trans Air
2002-1A Pass Through Trust Agreement relating to the American Trans Air 2002-1B
Pass Through Trust, dated the date hereof.

         Other Trust: Means the American Trans Air 2002-1A Pass Through Trust.

         Other Trustee: Means the trustee under the Other Pass Through Trust
Agreement, and any successor or other trustee appointed as provided therein.

         Outstanding: With respect to Certificates, means, as of the date of
determination, all Certificates theretofore authenticated and delivered under
this Agreement, except:

         (i) Certificates theretofore canceled by the Registrar or delivered to
     the Trustee or the Registrar for cancellation;

         (ii) Certificates for which money in the full amount required to make
     the final distribution with respect to such Certificates pursuant to
     Section 11.01 hereof has been theretofore deposited with the Trustee in
     trust for the Holders of such Certificates as provided in Section 4.01
     pending distribution of such money to such Certificateholders pursuant to
     payment of such final distribution; and

         (iii) Certificates in exchange for or in lieu of which other
     Certificates have been authenticated and delivered pursuant to this
     Agreement.

         Owned Aircraft: Has the meaning specified in the second recital to this
Agreement.

         Owner Participant: With respect to any Equipment Note, means the "Owner
Participant" as referred to in the Indenture pursuant to which such Equipment
Note is issued and any permitted successor or assign of such Owner Participant;
and Owner Participants at any time of determination means all of the Owner
Participants thus referred to in the Indentures.

         Owner Trustee: With respect to any Equipment Note relating to a Leased
Aircraft, means the "Owner Trustee", as referred to in the Indenture pursuant to
which such Equipment Note is issued, not in its individual capacity but solely
as trustee; and Owner Trustees means all of the Owner Trustees party to any of
the Indentures.

         Participation Agreement: Means each Participation Agreement to be
entered into by the Trustee and the Other Trustee pursuant to the Note Purchase
Agreement, as the same may be amended, supplemented or otherwise modified in
accordance with its terms; and Participation Agreements means all such
agreements.

                                       9
<PAGE>

         Paying Agent: Means the paying agent maintained and appointed for the
Certificates pursuant to Section 7.11.

         Permitted Investments: Means obligations of the United States of
America or agencies or instrumentalities thereof for the payment of which the
full faith and credit of the United States of America is pledged, maturing in
not more than 60 days after the acquisition thereof or such lesser time as is
required for the distribution of any Special Payments on a Special Distribution
Date.

         Person: Means any person, including any individual, corporation,
limited liability company, partnership, joint venture, association, joint stock
company, trust, trustee, unincorporated organization, or government or any
agency or political subdivision thereof.

         Physical Certificates: Has the meaning specified in Section 3.01(e).

         Pool Balance: Has the meaning specified in the Intercreditor Agreement.

         Pool Factor: Means, as of any date, the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance as at such date
by (ii) the original aggregate face amount of the Certificates. The Pool Factor
as of any Distribution Date shall be computed after giving effect to the payment
of principal, if any, on the Equipment Notes or other Trust Property and the
distribution thereof to be made on such Distribution Date and the distribution
of the Final Withdrawal to be made on such Distribution Date.

         Private Placement Memorandum: Means the Private Placement Memorandum
dated March 26, 2002 relating to the offering of the Certificates and the
certificates issued under the Other Pass Through Trust Agreement.

         Private Placement Legend: Has the meaning specified in Section 3.02.

         PTC Event of Default: Means any failure to pay within 10 Business Days
of the due date thereof: (i) the outstanding Pool Balance on the Final Legal
Distribution Date or (ii) interest due on the Certificates on any Distribution
Date (unless the Subordination Agent shall have made an Interest Drawing (as
defined in the Intercreditor Agreement) or a withdrawal or withdrawals from a
cash collateral account pursuant to Section 3.6(f) of the Intercreditor
Agreement with respect thereto in an amount sufficient to pay such interest (or
such Pool Balance, as the case may be) and shall have distributed such amount to
the Trustee entitled thereto).

         QIB: Means a qualified institutional buyer as defined in Rule 144A.

         Rating Agency: Means Moody's Investor Service, Inc. and its successors
in interest.

         Record Date: Means (i) for Scheduled Payments to be distributed on any
Regular Distribution Date, other than the final distribution, the 15th day
(whether or not a Business Day) preceding such Regular Distribution Date, and
(ii) for Special Payments to be distributed on any

                                       10
<PAGE>

Special Distribution Date, other than the final distribution, the 15th day
(whether or not a Business Day) preceding such Special Distribution Date.

         Register and Registrar: Mean the register maintained and the registrar
appointed pursuant to Sections 3.04 and 7.11.

         Registration Rights Agreement: Means the Registration Rights Agreement
dated March 26, 2002, among the Trustee, the Other Trustee, the Investors (as
defined in the Registration Rights Agreement), the Guarantor and the Company, as
amended, supplemented or otherwise modified from time to time in accordance with
its terms.

         Regular Distribution Date: With respect to distributions of Scheduled
Payments in respect of the Certificates, means each date designated as a Regular
Distribution Date in the Certificates issued pursuant to this Agreement, until
payment of all the Scheduled Payments to be made under the Equipment Notes held
in the Trust have been made; provided, however, that, if any such day shall not
be a Business Day, the related distribution shall be made on the next succeeding
Business Day without additional interest.

         Regulation S: Means Regulation S under the Securities Act and any
successor regulation thereto.

         Regulation S Restricted Date: Means, with respect to each Initial
Certificate, the date 40 days after the later of the commencement of the initial
offering of such Initial Certificate and the date of initial issuance thereof.

         Request: Means a request by the Company setting forth the subject
matter of the request accompanied by an Officer's Certificate and an Opinion of
Counsel as provided in Section 1.02 of this Agreement.

         Responsible Officer: With respect to the Trustee, any Loan Trustee and
any Owner Trustee, means any officer in the Corporate Trust Office of the
Trustee, Loan Trustee or Owner Trustee or any other officer customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with a particular subject.

         Rule 144A: Means Rule 144A under the Securities Act and any successor
rule thereto.

         Scheduled Payment: With respect to any Equipment Note, means (i) any
payment of principal or interest on or in respect of such Equipment Note (other
than any such payment which is not in fact received by the Trustee or any
Subordination Agent within five days of the date on which such payment is
scheduled to be made) due from the obligor thereon or (ii) any payment of
interest on the Certificates with funds drawn under the Liquidity Facility,
which payment in any such case represents the installment of principal at the
stated maturity of such installment of principal on such Equipment Note, the
payment of regularly scheduled interest accrued on the unpaid principal amount
of such Equipment Note, or both; provided that any

                                       11
<PAGE>

payment of principal, premium, if any, or interest resulting from the redemption
or purchase of any Equipment Note shall not constitute a Scheduled Payment.

         SEC: Means the Securities and Exchange Commission as from time to time
constituted or created under the United States Securities Exchange Act of 1934,
as amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

         Securities Act: Means the United States Securities Act of 1933, as
amended from time to time, or any successor thereto.

         Shelf Registration Statement: Means the shelf registration statement
which may be required to be filed by the Company with the SEC pursuant to the
Registration Rights Agreement, other than an Exchange Offer Registration
Statement.

         Special Distribution Date: Means each date on which a Special Payment
is to be distributed as specified in this Agreement; provided, however, that, if
any such day shall not be a Business Day, the related distribution shall be made
on the next succeeding Business Day without additional interest.

         Special Redemption Premium: Means the premium payable by the Company in
respect of a Prepayment Withdrawal (as defined in the Escrow Agreement) or the
Final Withdrawal pursuant to the Note Purchase Agreement.

         Special Payment: Means any payment (other than a Scheduled Payment) in
respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as
defined in each Indenture) or the Special Redemption Premium (if applicable).

         Special Payments Account: Means the account or accounts created and
maintained pursuant to Section 4.01(b).

         Subordination Agent: Has the meaning specified therefor in the
Intercreditor Agreement.

         Substitute Aircraft: Has the meaning specified in Section 1(g) of the
Note Purchase Agreement.

         Triggering Event: Has the meaning specified therefor in the
Intercreditor Agreement.

         Trust: Means the trust created by this Agreement, the estate of which
consists of Trust Property.

         Trust Indenture Act: Means the United States Trust Indenture Act of
1939, as amended from time to time.

                                       12
<PAGE>

         Trust Property: Means (i) the Equipment Notes held as the property of
the Trust and, subject to the Intercreditor Agreement, all monies at any time
paid thereon and all monies due and to become due thereunder, (ii) all rights of
the Trust and the Trustee, on behalf of the Trust, under the Intercreditor
Agreement, the Escrow Agreement, the Note Purchase Agreement and the Liquidity
Facilities, including, without limitation, all rights to receive certain
payments thereunder, and all monies paid to the Trustee on behalf of the Trust
pursuant to the Intercreditor Agreement or the Liquidity Facilities, provided,
that rights with respect to the Deposits or under the Escrow Agreement, except
for the right to direct withdrawals for the purchase of Equipment Notes to be
held herein, will not constitute Trust Property, and (iii) the funds from time
to time deposited in the Certificate Account and the Special Payments Account
and, subject to the Intercreditor Agreement, any proceeds from the sale by the
Trustee pursuant to Article VI hereof of any such Equipment Note.

         Trustee: Means Wilmington Trust Company, not in its individual capacity
but solely as trustee, or its successor in interest, and any successor trustee
appointed as provided herein.

         Trustee's Lien: Has the meaning specified in section 7.16.

         U.S. Global Certificate: Has the meaning specified in Section 3.01(c).

         U.S. Physical Certificates: Means the Initial Certificates offered and
sold to Institutional Accredited Investors issued in the form of permanent
certificated Certificates in registered form in substantially the form set forth
as Exhibit A hereto with such applicable legends as are provided for in clauses
(a) and (b) of Section 3.02 hereto.

         Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Agreement relating to such particular application or request,
no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(d)) shall include:

         (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions in this
     Agreement relating thereto;

                                       13
<PAGE>

         (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

         (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

         Section 1.03. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Any Opinion of Counsel stated to be based on the opinion of other
counsel shall be accompanied by a copy of such other opinion.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.

         Section 1.04. Directions of Certificateholders.

         (a) Any direction, consent, request, demand, authorization, notice,
waiver or other action provided by this Agreement to be given or taken by
Certificateholders (a "Direction") may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent or proxy duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required pursuant to this Agreement, to the Company
or any Loan Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the
Directions of the Certificateholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent or proxy shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, the Company and any Loan Trustee, if made in
the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such

                                       14
<PAGE>

corporation, association or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other reasonable manner which the
Trustee deems sufficient.

         (c) In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates Outstanding have given any
Direction under this Agreement, Certificates owned by the Company, the
Guarantor, any Owner Trustee, any Owner Participant or any Affiliate of any such
Person (other than an Affiliate of any Owner Participant) shall be disregarded
and deemed not to be Outstanding for purposes of any such determination. In
determining whether the Trustee shall be protected in relying upon any such
Direction, only Certificates which the Trustee knows to be so owned shall be so
disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of
the Certificates Outstanding, such Certificates shall not be so disregarded as
aforesaid, and (ii) if any amount of Certificates so owned by any such Person
have been pledged in good faith, such Certificates shall not be disregarded as
aforesaid if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Certificates and that the pledgee
is not the Company, the Guarantor, any Owner Trustee, any Owner Participant or
any Affiliate of any such Person.

         (d) The Company may, at its option by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders entitled to give a Direction. Notwithstanding Section 316(c)
of the Trust Indenture Act, such record date shall be the record date specified
in such Officer's Certificate which shall be a date not more than 30 days prior
to the first solicitation of Certificateholders in connection therewith. If such
a record date is fixed, such Direction may be given before or after such record
date, but only the Certificateholders of record at the close of business on such
record date shall be deemed to be Certificateholders for the purposes of
determining whether Certificateholders of the requisite proportion of
Outstanding Certificates have authorized or agreed or consented to such
Direction, and for that purpose the Outstanding Certificates shall be computed
as of such record date; provided that no such Direction by the
Certificateholders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Agreement not later than one
year after the record date.

         (e) Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

         (f) Except as otherwise provided in Section 1.04(c), Certificates owned
by or pledged to any Person shall have an equal and proportionate benefit under
the provisions of this Agreement, without preference, priority, or distinction
as among all of the Certificates.

         (g) For all purposes of this Agreement, all Initial Certificates and
all Exchange Certificates shall vote and take all actions of Certificateholders
together as one series of Certificates.

                                       15
<PAGE>

                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                         ACQUISITION OF EQUIPMENT NOTES

         Section 2.01. Issuance of Certificates; Acquisition of Equipment Notes.

         (a) The Trustee is hereby (i) authorized and directed to execute and
deliver the Intercreditor Agreement, the Registration Rights Agreement, the
Delayed Funding Implementation Agreement, the Escrow Agreement and the Note
Purchase Agreement on or prior to the Issuance Date, each in the form delivered
to the Trustee by the Company and (ii) authorized, subject to the respective
terms thereof, to perform its obligations thereunder. Upon the request of the
Company and the satisfaction or waiver of the closing conditions specified in
the Certificate Purchase Agreement, the Trustee shall, execute, deliver,
authenticate, issue and sell Certificates in authorized denominations equaling
in the aggregate the amount set forth in Schedule A to the Certificate Purchase
Agreement, and evidencing the entire ownership interest in the Trust, which
amount equals the maximum aggregate principal amount of Equipment Notes which
may be purchased by the Trustee pursuant to the Note Purchase Agreement. Except
as provided in Sections 3.04, 3.05, 3.06, 3.07 and 3.10 hereof and subject to
the Delayed Funding Implementation Agreement, the Trustee shall not execute,
authenticate or deliver Certificates in excess of the aggregate amount specified
in this paragraph.

         (b) On or after the Issuance Date, the Company may deliver from time to
time to the Trustee (but in any case no later than one Business Day prior to the
date on which the Trustee must instruct the Escrow Agent as described below) a
Delivery Notice relating to one or more Equipment Notes. After receipt of a
Delivery Notice and in any case no later than one Business Day prior to a
Delivery Date or Funding Date as to which such Delivery Notice relates (the
"Applicable Delivery Date") (or, if the Issuance Date is an Applicable Delivery
Date, on the Issuance Date), the Trustee shall (as and when specified in the
Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase
Withdrawal to the Depositary requesting (i) the withdrawal of one or more
Deposits on the Applicable Delivery Date in accordance with and to the extent
permitted by the terms of the Escrow Agreement and the Deposit Agreement and
(ii) the payment of all, or a portion, of such Deposit or Deposits, in an
aggregate amount equal to the purchase price of the Equipment Notes relating to
the Aircraft to be delivered on such Applicable Delivery Date, to or on behalf
of the Owner Trustee or the Company, as the case may be, issuing such Equipment
Notes, all as shall be described in the Delivery Notice; provided that, if the
Issuance Date is an Applicable Delivery Date, such purchase price shall be paid
from a portion of the proceeds of the sale of the Certificates. The Trustee
shall (as and when specified in such Delivery Notice), subject to the conditions
set forth in Sections 1 and 2 of the Note Purchase Agreement, enter into and
perform its obligations under the Participation Agreement specified in such
Delivery Notice (the "Applicable Participation Agreement") and cause such
certificates, documents and legal opinions relating to the Trustee to be duly
delivered as required by the Applicable Participation Agreement. If at any time
prior to the Applicable Delivery Date, the Trustee receives a notice of
postponement pursuant to Section 1(d) or 1(e) of the Note Purchase Agreement,
then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a
notice of cancellation of such Notice of Purchase Withdrawal relating to such
Deposit

                                       16
<PAGE>

or Deposits on such Applicable Delivery Date. Upon satisfaction of the
conditions specified in the Note Purchase Agreement and the Applicable
Participation Agreement, the Trustee shall purchase the applicable Equipment
Notes with the proceeds of the withdrawals of one or more Deposits made on the
Applicable Delivery Date in accordance with the terms of the Deposit Agreement
and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery
Date with respect to such Applicable Participation Agreement, from a portion of
the proceeds of the sale of the Certificates). The purchase price of such
Equipment Notes shall equal the principal amount of such Equipment Notes.
Amounts withdrawn from such Deposit or Deposits in excess of the purchase price
of the Equipment Notes or to the extent not applied on the Applicable Delivery
Date to the purchase price of the Equipment Notes, shall be re-deposited with
the Depositary on the Applicable Delivery Date in accordance with the terms of
the Deposit Agreement.

         Section 2.02. Withdrawal of Deposits. (a) If the Trustee is notified
that any Deposits remain outstanding on the Business Day next succeeding the
Cut-Off Date, (i) the Trustee shall give the Escrow Agent notice that the
Trustee's obligation to purchase Equipment Notes under the Note Purchase
Agreement has terminated and instruct the Escrow Agent to provide a notice of
Final Withdrawal to the Depositary substantially in the form of Exhibit B to the
Deposit Agreement (the "Final Withdrawal Notice") and (ii) the Trustee will make
a demand upon the Company under the Note Purchase Agreement for an amount equal
to the Special Redemption Premium, if applicable, such payment to be made on the
Final Withdrawal Date.

         (b) If (i) as a result of a downgrading of the Company's corporate
credit ratings, General Electric Capital Corporation has elected to exercise its
contractual rights not to act as an Owner Participant with respect to a GE
Aircraft (as defined in the Note Purchase Agreement), (ii) pursuant to the
separate aircraft financing agreement between the Company and General Electric
Capital Corporation, the Company will not own or lease such GE Aircraft and
(iii) the Company will not identify and substitute a Substitute Aircraft for
such GE Aircraft, the Company may deliver to the Trustee written notice
requesting that the Trustee deliver to the Escrow Agent a Prepayment Withdrawal
Certificate (as defined in the Escrow Agreement) pursuant to the Escrow
Agreement directing the Escrow Agent to provide a Notice of Prepayment
Withdrawal (as defined in the Deposit Agreement) to the Depositary requesting
the withdrawal of all or a portion of the Deposit relating to the Equipment
Notes in respect of such GE Aircraft in accordance with and to the extent
permitted by the terms of the Escrow Agreement and the Deposit Agreement. In
connection with the Trustee's delivery of a Prepayment Withdrawal Certificate,
the Trustee shall make a demand upon the Company under the Note Purchase
Agreement for an amount equal to the Special Redemption Premium, if applicable,
to be payable on the Prepayment Withdrawal Date (as defined in the Escrow
Agreement).

         Section 2.03. Acceptance by Trustee. The Trustee, upon the execution
and delivery of this Agreement, acknowledges its acceptance of all right, title,
and interest in and to the Trust Property and declares that the Trustee holds
and will hold such right, title, and interest for the benefit of all then
present and future Certificateholders, upon the trusts herein set forth. Subject
to Section 7.13, the Trustee shall take all actions reasonably necessary to
effect the registration of all such Equipment Notes in the name of the
Subordination Agent. By its payment

                                       17
<PAGE>

for and acceptance of each Certificate issued to it under this Agreement, each
Certificateholder as grantor of the Trust thereby joins in the creation and
declaration of the Trust.

         Section 2.04. Limitation of Powers. The Trust is constituted solely for
the purpose of making the investment in the Equipment Notes, and, except as set
forth herein, the Trustee shall not be authorized or empowered to acquire any
other investments or engage in any other activities and, in particular, the
Trustee shall not be authorized or empowered to do anything that would cause
such Trust to fail to qualify as a "grantor trust" for federal income tax
purposes (including as subject to this restriction acquiring the Aircraft (as
defined in the respective related Indentures) by bidding such Equipment Notes or
otherwise, or taking any action with respect to any such Aircraft once
acquired).

                                   ARTICLE III

                                THE CERTIFICATES

         Section 3.01. Title, Form, Denomination and Execution of Certificates.

         (a) The Initial Certificates shall be known as the "10.699% Initial
Pass Through Certificates, Series 2002-1B" and the Exchange Certificates shall
be known as the "10.699% Exchange Pass Through Certificates, Series 2002-1B."
Each Certificate will represent a fractional undivided interest in the Trust and
shall be substantially in the form set forth as Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Trustee or the officers executing
such Certificates, as evidenced by the Trustee's or the officer's execution of
the Certificates. Any portion of the text of any Certificate may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the
Certificate. At the Escrow Agent's request under the Escrow Agreement, the
Trustee shall affix the corresponding Escrow Receipt to each Certificate. Any
transfer or exchange of any Certificate shall also effect a transfer or exchange
of the related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer
or exchange of any Certificate shall be permitted unless the corresponding
Escrow Receipt is attached thereto and also is so transferred or exchanged. By
acceptance of any Certificate to which an Escrow Receipt is attached, each
Holder of such a Certificate acknowledges and accepts the restrictions on
transfer of the Escrow Receipt set forth herein and in the Escrow Agreement.

         (b) The Initial Certificates shall be issued only in fully registered
form without coupons in minimum denominations of $100,000 or integral multiples
of $1,000 in excess thereof, except that one Certificate may be issued in a
denomination of less than $100,000. The Exchange Certificates shall be issued
only in fully registered form without coupons in minimum denominations of $1,000
or integral multiples thereof. Each Certificate shall be dated the date of its
authentication. The aggregate Fractional Undivided Interest of Certificates
shall not at any time exceed $31,131,000.

                                       18
<PAGE>

         (c) The Initial Certificates shall be issued initially in the form of
one or more permanent global Certificates in registered form, substantially in
the form set forth as Exhibit A hereto with such applicable legends as are
provided for in clauses (a) and (b) of Section 3.02 (each, a "U.S. Global
Certificate"), duly executed and authenticated by the Trustee as hereinafter
provided. Each U.S. Global Certificate will be registered in the name of a
nominee for DTC and deposited with the Trustee, as custodian for DTC. The
aggregate principal amount of any U.S. Global Certificate may from time to time
be increased or decreased by adjustments made on the records of DTC or its
nominee, or of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided.

         (d) Any Initial Certificates transferred in reliance on Regulation S
shall be issued in the form of a single global Certificate in registered form,
substantially in the form set forth as Exhibit A hereto with such applicable
legends as are provided for in clause (b) of Section 3.02 (the "Offshore Global
Certificate") duly executed and authenticated by the Trustee as hereinafter
provided. The U.S. Global Certificates and the Offshore Global Certificates are
sometimes referred to as the "Global Certificates".

         (e) [Reserved]

         (f) [Reserved]

         (g) The Certificates shall be in registered form and shall be typed,
printed, lithographed or engraved or produced by any combination of these
methods or may be produced in any other manner, all as determined by the
officers executing such Certificates, as evidenced by their execution of such
Certificates.

         (h) The Exchange Certificates shall be issued in the form of one or
more Global Certificates substantially in the form of Exhibit A hereto (each, a
"Global Exchange Certificate"), except that (i) the Private Placement Legend
(hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall
contain such appropriate insertions, omissions, substitutions and other
variations from the form set forth in Exhibit A hereto relating to the nature of
the Exchange Certificates as the Responsible Officer of the Trustee executing
such Exchange Certificates on behalf of the Trust may determine, as evidenced by
such officer's execution on behalf of the Trust of such Exchange Certificates.
Such Global Exchange Certificates shall be in registered form and be registered
in the name of DTC and deposited with the Trustee, at its Corporate Trust
Office, as custodian for DTC. The aggregate principal amount of any Global
Exchange Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Global Exchange Certificate, which adjustments shall be conclusive as to the
aggregate principal amount of any such Global Exchange Certificate. Subject to
clause (i) and (ii) of the first sentence of this Section 3.01(h), the terms
hereof applicable to U.S. Global Certificates and/or Global Certificates shall
apply to the Global Exchange Certificates mutatis mutandis.

         Section 3.02. Restrictive Legends.

                                       19
<PAGE>

         (a) Subject to Section 3.01 and 3.06, each U.S. Global Certificate and
each U.S. Physical Certificate shall bear the following legend (the "Private
Placement Legend") on the face thereof:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR
OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO ATA OR ANY SUBSIDIARY THEREOF,
(B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CASE THIS
CERTIFICATE IS IN DEFINITIVE FORM, IN CONNECTION WITH ANY TRANSFER OF THIS
CERTIFICATE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE APPLICABLE TRUSTEE. IF THE PROPOSED
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT
A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE,
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
THE CERTIFICATES PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER OF THE
CERTIFICATES UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE

                                       20
<PAGE>

TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

         (b) Each Global Certificate shall also bear the following legend on the
face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
     ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
     CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE
     NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
     SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
     ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
     ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
     HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE
     LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
     SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
     THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
     WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS
     THROUGH TRUST AGREEMENT REFERRED TO HEREIN.

         Section 3.03. Authentication of Certificates.

         (a) On the Issuance Date, the Trustee shall duly execute, authenticate
and deliver Certificates in authorized denominations in the aggregate amount of
$31,131,000, evidencing the entire ownership interest of the Trust, which amount
equals the maximum aggregate principal amount of Equipment Notes which may be
purchased by the Trustee pursuant to the Note Purchase Agreement.

         (b) No Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form
provided for herein executed by the Trustee by the manual signature of one of
its authorized signatories, and such certificate upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder.

                                       21
<PAGE>

         Section 3.04. Transfer and Exchange.

         (a) The Trustee shall cause to be kept at the office or agency to be
maintained by it in accordance with the provisions of Section 7.11 of this
Agreement a register (the "Register") for the Certificates in which, subject to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of the Certificates and of transfers and exchanges of the
Certificates as herein provided. The Trustee shall initially be the registrar
(the "Registrar") for the purpose of registering the Certificates and transfers
and exchanges of the Certificates as herein provided. A Certificateholder may
transfer a Certificate by written application to the Registrar stating the name
of the proposed transferee and otherwise complying with the terms of this
Agreement, including providing a written certificate or other evidence of
compliance with any restrictions on transfer, in form satisfactory to the
Trustee and the Registrar. No such transfer shall be effected until, and such
transferee shall succeed to the rights of a Certificateholder only upon, final
acceptance and registration of the transfer by the Registrar in the Register.
Prior to the registration of any transfer by a Certificateholder as provided
herein, the Trustee shall treat the person in whose name the Certificate is
registered as the owner thereof for all purposes, and the Trustee shall not be
affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a
Global Certificate, agree that transfers of beneficial interests in such Global
Certificate may be effected only through a book-entry system maintained by DTC
(or its agent), and that ownership of a beneficial interest in the Certificate
shall be required to be reflected in a book entry. When Certificates are
presented to the Registrar with a request to register the transfer thereof or to
exchange them for an equal face amount of Certificates of other authorized
denominations, the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met. To permit
registrations of transfers and exchanges in accordance with the terms,
conditions and restrictions hereof, the Trustee shall execute and authenticate
Certificates at the Registrar's request. No service charge shall be made to a
Certificateholder for any registration of transfer or exchange of the
Certificates, but the Trustee shall require payment of a sum sufficient to cover
any tax or similar governmental charge payable in connection therewith. All
Certificates surrendered for registration of transfer or exchange shall be
canceled and subsequently destroyed by the Trustee.

         Section 3.05. Book-Entry Provisions for U.S. Global Certificate and
Offshore Global Certificates.

         (a) Members of, or participants in, DTC ("Agent Members") shall have no
rights under this Agreement with respect to any Global Certificate held on their
behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the
Trustee and any agent of the Trustee as the absolute owner of such Global
Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Trustee or any agent of the Trustee from giving effect
to any written certification, proxy or other authorization furnished by DTC or
shall impair, as between DTC and its Agent Members, the operation of customary
practices governing the exercise of the rights of a holder of any Certificate.
Upon the issuance of any Global Certificate, the Registrar or its duly appointed
agent shall record a nominee of DTC as the registered holder of such Global
Certificate.

                                       22
<PAGE>

         (b) Transfers of any Global Certificate shall be limited to transfers
of such Global Certificate in whole, but not in part, to nominees of DTC, its
successor or such successor's nominees. Beneficial interests in the U.S. Global
Certificate and any Offshore Global Certificate may be transferred in accordance
with the rules and procedures of DTC and the provisions of Section 3.06.
Beneficial interests in the U.S. Global Certificate or an Offshore Global
Certificate shall be delivered to all beneficial owners in the form of U.S.
Physical Certificates or Offshore Physical Certificates, as the case may be, if
(i) the Company notifies the Trustee in writing that DTC is unwilling or unable
to discharge properly its responsibilities as depositary for the U.S. Global
Certificate or such Offshore Global Certificate, as the case may be, and the
Company is unable to locate a qualified successor depositary within 90 days of
such notice or (ii) after the occurrence of an Event of Default, beneficial
owners of the U.S. Global Certificate or Offshore Global Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Trust, by Direction of such Certificateholders delivered to the Company
and the Trustee, advise the Company, the Trustee and DTC through its Clearing
Agency Participants in writing that the continuation of a book-entry system
through DTC is no longer in the best interests of the Certificateholders, then
the Trustee shall notify all owners of beneficial interests in the U.S. Global
Certificate or an Offshore Global Certificate, through DTC, of the occurrence of
any such event and the availability of definitive Certificates.

         (c) Any beneficial interest in one of the Global Certificates that is
transferred to a Person who takes delivery in the form of an interest in the
other Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in another Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.

         (d) In connection with the transfer of the entire U.S. Global
Certificate or an entire Offshore Global Certificate to the beneficial owners
thereof pursuant to paragraph (b) of this Section 3.05, such U.S. Global
Certificate or Offshore Global Certificate, as the case may be, shall be deemed
to be surrendered to the Trustee for cancellation, and the Trustee shall
execute, authenticate and deliver, to each beneficial owner identified by DTC in
exchange for its beneficial interest in such U.S. Global Certificate or Offshore
Global Certificate, as the case may be, an equal aggregate principal amount of
U.S. Physical Certificates or Offshore Physical Certificates, as the case may
be, of authorized denominations.

         (e) Any U.S. Physical Certificate delivered in exchange for an interest
in the U.S. Global Certificate pursuant to paragraph (b) of this Section 3.05
shall, except as otherwise provided by paragraph (f) of Section 3.06, bear the
Private Placement Legend.

         (f) Any Offshore Physical Certificate delivered in exchange for an
interest in an Offshore Global Certificate pursuant to paragraph (b) of this
Section shall, except as otherwise provided by paragraph (f) of Section 3.06,
bear the applicable legend regarding transfer restrictions set forth in Section
3.02(a).

         (g) The registered holder of the U.S. Global Certificate or any
Offshore Global Certificate may grant proxies and otherwise authorize any
Person, including Agent

                                       23
<PAGE>

Members and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under this Agreement or the
Certificates.

         Section 3.06. Special Transfer Provisions. Unless and until (i) an
Initial Certificate is sold under an effective Shelf Registration Statement, or
(ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to
an effective Exchange Offer Registration Statement, in each case pursuant to the
terms of the Registration Rights Agreement, the following provisions shall apply
to the Initial Certificates:

         (a) [Reserved]

         (b) Transfers to QIBS. The following provisions shall apply with
respect to the registration of any proposed transfer of an Initial Certificate
to a QIB (excluding Non-U.S. Persons):

         (i) If the Initial Certificate to be transferred consists of an
     interest in any Offshore Global Certificate prior to the Regulation S
     Restricted Date, the Registrar shall register the transfer if such transfer
     is being made by a proposed transferor who has checked the box provided for
     on the form of U.S. Physical Certificate or delivered a certificate to the
     Trustee in the form of Exhibit E hereto stating, or has otherwise advised
     the Trustee and the Registrar in writing, that the sale has been made in
     compliance with the provisions of Rule 144A to a transferee who, in the
     case of an Offshore Global Certificate transferred prior to the Regulation
     S Restricted Date, has signed the certification provided for in Exhibit E
     hereto, stating, or has otherwise advised the Trustee and the Registrar in
     writing, that it is purchasing the Initial Certificate for its own account
     or an account with respect to which it exercises sole investment discretion
     and that it, or the Person on whose behalf it is acting with respect to any
     such account, is a QIB within the meaning of Rule 144A, and is aware that
     the sale to it is being made in reliance on Rule 144A and has been advised
     of the applicable transfer restrictions relating to the Initial
     Certificates and acknowledges that it has received such information
     regarding the Trust and/or the Company as it has requested pursuant to Rule
     144A or has determined not to request such information and that it is aware
     that the transferor is relying upon its foregoing representations in order
     to claim the exemption from registration provided by Rule 144A.

         (ii) Upon receipt by the Registrar of the documents referred to in
     clause (i) above and instructions given in accordance with DTC's and the
     Registrar's procedures therefor, the Registrar shall reflect on its books
     and records the date of such transfer and an increase in the principal
     amount of the U.S. Global Certificate in an amount equal to the principal
     amount of the interests in the Offshore Global Certificate being
     transferred, and the Trustee shall decrease the amount of such Offshore
     Global Certificate so transferred.

         (c) Transfers of Interests in the Offshore Global Certificate on or
after the Regulation S Restricted Date. The Registrar shall register any
transfer of interests in the

                                       24
<PAGE>

Offshore Global Certificate on or after the Regulation S Restricted Date without
requiring any additional certification.

         (d) Transfers to Non-U.S. Persons at Any Time. The following provisions
shall apply with respect to any registration of any transfer of an Initial
Certificate to a Non-U.S. Person:

         (i) The Registrar shall register any proposed transfer of a U.S. Global
     Certificate to any Non-U.S. Person, upon receipt of a certificate
     substantially in the form of Exhibit B hereto from the proposed transferor.
     The Registrar shall promptly send a copy of such certificate to the
     Company.

         (ii) (A) Upon receipt by the Registrar of (x) the documents, if any,
     required by paragraph (i) and (y) instructions in accordance with DTC's and
     the Registrar's procedures, the Registrar shall reflect on its books and
     records the date of such transfer and shall decrease the principal amount
     of any such U.S. Global Certificate in an amount equal to the principal
     amount of the beneficial interest in such U.S. Global Certificate to be
     transferred, and (B) upon receipt by the Registrar of instructions given in
     accordance with DTC's and the Registrar's procedures, the Registrar shall
     reflect on its books and records the date and an increase in the principal
     amount of the Offshore Global Certificate in an amount equal to the
     principal amount of the U.S. Global Certificate to be transferred, and the
     Trustee shall decrease the amount of such U.S. Global Certificate.

         (e) Private Placement Legend. Upon the transfer, exchange or
replacement of Certificates not bearing the Private Placement Legend, the
Registrar shall deliver Certificates that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Certificates bearing the
Private Placement Legend, the Registrar shall deliver only Certificates that
bear the Private Placement Legend unless either (i) the circumstances
contemplated by paragraph (a)(i)(x) or (e)(ii) of this Section 3.06 exist or
(ii) there is delivered to the Registrar an Opinion of Counsel to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

         (f) General. By its acceptance of any Certificate bearing the Private
Placement Legend, each Holder of such a Certificate acknowledges the
restrictions on transfer of such Certificate set forth in this Agreement and
agrees that it will transfer such Certificate only as provided in this
Agreement. The Registrar shall not register a transfer of any Certificate unless
such transfer complies with the restrictions on transfer of such Certificate set
forth in this Agreement. In connection with any transfer of Certificates, each
Certificateholder agrees by its acceptance of the Certificates to furnish the
Registrar or the Trustee such certifications, legal opinions or other
information as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the Securities Act; provided that
the Registrar shall not be required to determine the sufficiency of any such
certifications, legal opinions or other information.

                                       25
<PAGE>

         Until such time as no Certificates remain Outstanding, the Registrar
shall retain copies of all letters, notices and other written communications
received pursuant to Section 3.05 or this Section 3.06. The Trustee, if not the
Registrar at such time, shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.

         Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate is surrendered to the Registrar, or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (b) there is delivered to the Registrar and the Trustee such
security, indemnity or bond, as may be required by them to save each of them
harmless, then, in the absence of notice to the Registrar or the Trustee that
such destroyed, lost or stolen Certificate has been acquired by a protected
purchaser, and provided that the requirements of Section 8-405 of the Uniform
Commercial Code in effect in any applicable jurisdiction are met, the Trustee
shall execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates, in authorized denominations and of like Fractional Undivided
Interest.

         In connection with the issuance of any new Certificate under this
Section 3.07, the Trustee shall require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith. Any duplicate Certificate issued pursuant to
this Section 3.07 shall constitute conclusive evidence of the appropriate
Fractional Undivided Interest in the related Trust, as if originally issued,
whether or not the lost stolen or destroyed Certificate shall be found at any
time.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.

         Section 3.08. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Trustee, the Registrar, and any
Paying Agent of the Trustee may treat the Person in whose name any Certificate
is registered (as of the day of determination) as the owner of such Certificate
for the purpose of receiving distributions pursuant to Section 4.02 and for all
other purposes whatsoever, and neither the Trustee, the Registrar, nor any
Paying Agent of the Trustee shall be affected by any notice to the contrary.

         Section 3.09. Cancellation. All Certificates surrendered for payment or
transfer or exchange shall, if surrendered to any Person party hereto other than
the Registrar, be delivered to the Registrar for cancellation. No Certificates
shall be authenticated in lieu of or in exchange for any Certificates cancelled
as provided in this Section, except as expressly permitted by this Agreement.
All cancelled Certificates held by the Registrar shall be destroyed and a
certification of their destruction delivered to the Trustee.

         Section 3.10. Limitation of Liability for Payments. All payments or
distributions made to Certificateholders shall be made only from the Trust
Property and only to the extent that the Trustee shall have sufficient income or
proceeds from the Trust Property to make such

                                       26
<PAGE>

payments in accordance with the terms of Article IV of this Agreement. Each
Certificateholder, by its acceptance of a Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property for any payment or
distribution due to such Certificateholder pursuant to the terms of this
Agreement and that it will not have any recourse to the Company, the Trustee,
the Loan Trustee, the Liquidity Provider, the Owner Trustees or the Owner
Participants, except as otherwise expressly provided herein or in the
Intercreditor Agreement. The Company is a party to this Agreement solely for
purposes of meeting the requirements of the Trust Indenture Act.

         Section 3.11. Temporary Certificates. Until definitive Certificates are
ready for delivery, the Trustee shall authenticate temporary Certificates.
Temporary Certificates shall be substantially in the form of definitive
Certificates but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the officers executing the temporary
Certificates, as evidenced by their execution of such temporary Certificates. If
temporary Certificates are issued, the Trustee will cause definitive
Certificates to be prepared without unreasonable delay. After the preparation of
definitive Certificates, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of the temporary Certificates at the
office or agency of the Trustee designated for such purpose pursuant to Section
7.11, without charge to the Certificateholder. Upon surrender for cancellation
of any one or more temporary Certificates, the Trustee shall execute,
authenticate and deliver in exchange therefor a like face amount of definitive
Certificates of authorized denominations. Until so exchanged, the temporary
Certificates shall be entitled to the same benefits under this Agreement as
definitive Certificates.

                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

         Section 4.01. Certificate Account and Special Payments Account.

         (a) The Trustee shall establish and maintain on behalf of the
Certificateholders a Certificate Account as one or more non-interest-bearing
accounts. The Trustee shall hold the Certificate Account in trust for the
benefit of the Certificateholders, and shall make or permit withdrawals
therefrom only as provided in this Agreement. On each day when a Scheduled
Payment is made to the Trustee under the Intercreditor Agreement, the Trustee,
upon receipt thereof, shall immediately deposit the aggregate amount of such
Scheduled Payment into the Certificate Account.

         (b) The Trustee shall establish and maintain on behalf of the
Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest-bearing except as provided in Section 4.04. The Trustee
shall hold the Special Payments Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Agreement. On each day when one or more Special Payments are
made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt
thereof, shall immediately deposit the aggregate amount of such Special Payments
into the Special Payments Account.

                                       27
<PAGE>

         (c) The Trustee shall cause the Subordination Agent to present to the
Loan Trustee to which an Equipment Note relates such Equipment Note on the date
of its stated final maturity or, in the case of any Equipment Note which is to
be redeemed in whole pursuant to the relevant Indenture, on the applicable
redemption date under such Indenture.

         Section 4.02. Distributions from Certificate Account and Special
Payments Account.

         (a) On each Regular Distribution Date or as soon thereafter as the
Trustee has confirmed receipt of the payment of all or any part of the Scheduled
Payments due on such date, the Trustee shall distribute out of the Certificate
Account the entire amount deposited therein pursuant to Section 4.01 (a). There
shall be so distributed to each Certificateholder of record on the Record Date
with respect to such Regular Distribution Date (other than as provided in
Section 11.01 concerning the final distribution), by check mailed to such
Certificateholder at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional Undivided
Interest in the Trust held by such Certificateholder) of the aggregate amount in
the Certificate Account, except that, with respect to Certificates registered on
the Record Date in the name of the nominee of DTC (initially, such nominee to be
Cede & Co.), such distribution shall be made by wire transfer in immediately
available funds to the account designated by such nominee.

         (b) On each Special Distribution Date with respect to any Special
Payment or as soon thereafter as the Trustee has confirmed receipt of any
Special Payments due on the Equipment Notes or realized upon the sale of such
Equipment Notes, the Trustee shall distribute out of the Special Payments
Account the entire amount deposited therein pursuant to Section 4.01(b) of such
Special Payment. There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 concerning the final distribution), by check
mailed to such Certificateholder at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional Undivided
Interest in the Trust held by such Certificateholder) of the aggregate amount in
the Special Payments Account on account of such Special Payment, except that,
with respect to Certificates registered on the Record Date in the name of the
nominee of DTC (initially, such nominee to be Cede & Co.), such distribution
shall be made by wire transfer in immediately available funds to the account
designated by such nominee.

         (c) The Trustee shall, at the expense of the Company, cause notice of
each Special Payment to be mailed to each Certificateholder at his address as it
appears in the Register. In the event of redemption or purchase of Equipment
Notes held in the Trust, such notice shall be mailed not less than 15 days prior
to the date any such Special Payment is scheduled to be distributed. In the
event the Company is required to pay a Special Redemption Premium to the Trustee
under the Note Purchase Agreement, such notice shall be mailed, together with
the notice by the Escrow Paying Agent under Section 2.06 of the Escrow
Agreement, not less than 20 days prior to the Special Distribution Date for such
amount, which Special Distribution Date shall be the date of a Prepayment
Withdrawal (as defined in the Escrow Agreement) or the Final Withdrawal Date. In
the case of any other Special Payments, such notice shall be mailed as soon as
practicable after the Trustee has confirmed that it has received

                                       28
<PAGE>

funds for such Special Payment, stating the Special Distribution Date for such
Special Payment which shall occur not less than 20 days after the date of such
notice and as soon as practicable thereafter. Notices mailed by the Trustee
shall set forth:

         (i) the Special Distribution Date and the Record Date therefor (except
     as otherwise provided in Section 11.01),

         (ii) the amount of the Special Payment for each $1,000 face amount
     Certificate and the amount thereof constituting principal, premium, if any,
     and interest,

         (iii) the reason for the Special Payment, and

         (iv) if the Special Distribution Date is the same date as a Regular
     Distribution Date for the Certificates, the total amount to be received on
     such date for each $1,000 face amount Certificate.

         If the amount of (i) premium, if any, payable upon the redemption or
purchase of an Equipment Note or (ii) the Special Redemption Premium, if any,
has not been calculated at the time that the Trustee mails notice of a Special
Payment, it shall be sufficient if the notice sets forth the other amounts to be
distributed and states that any premium received will also be distributed.

         If any redemption of the Equipment Notes held in the Trust is
cancelled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

         Section 4.03. Statements to Certificateholders.

         (a) On each Regular Distribution Date and Special Distribution Date,
the Trustee will include with each distribution to Certificateholders a
statement, giving effect to such distribution to be made on such Regular
Distribution Date or Special Distribution Date, as the case may be, setting
forth the following information (in the case of a Special Payment, including any
Special Redemption Premium, reflecting in part the information provided by the
Escrow Paying Agent under the Escrow Agreement) (per a $1,000 face amount
Certificate as to clauses (ii), (iii), (iv) and (v) below):

         (i) the aggregate amount of funds distributed on such Distribution Date
     hereunder and under the Escrow Agreement, indicating the amount allocable
     to each source including any portion thereof paid by the Liquidity
     Provider;

         (ii) the amount of such distribution allocable to principal and the
     amount allocable to premium (including any Special Redemption Premium), if
     any;

         (iii) the amount of such distribution hereunder allocable to interest;

         (iv) the amount of such distribution under the Escrow Agreement
     allocable to interest on the Deposits;

                                       29
<PAGE>

         (v) the amount of such distribution under the Escrow Agreement
     allocable to the principal of the unused Deposits; and

         (vi) the Pool Balance and the Pool Factor.

         With respect to the Certificates registered in the name of a Clearing
Agency or its nominee, on the Record Date prior to each Distribution Date, the
Trustee will request from the Clearing Agency a securities position listing
setting forth the names of all the Clearing Agency Participants reflected on the
Clearing Agency's books as holding interests in the Certificates on such Record
Date. On each Distribution Date, the Trustee will mail to each such Clearing
Agency Participant the statement described above and will make available
additional copies as requested by such Clearing Agency Participant for
forwarding to holders of Certificates.

         (b) Within a reasonable period of time after the end of each calendar
year but not later than the latest date permitted by law, the Trustee shall
furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) through (a)(v), inclusive, above with
respect to the Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and which a Certificateholder shall reasonably request as
necessary for the purpose of such Certificateholder's preparation of its federal
income tax returns. With respect to Certificates registered in the name of a
Clearing Agency or its nominee, such report and such other items shall be
prepared on the basis of information supplied to the Trustee by the Clearing
Agency Participants and shall be delivered by the Trustee to such Clearing
Agency Participants to be available for forwarding by such Clearing Agency
Participants.

         (c) Promptly following (i) the Delivery Period Termination Date, if
there has been any change in the information set forth in clauses (x), (y) and
(z) below from that set forth on pages 34 and Appendix III of the Private
Placement Memorandum, and (ii) any early redemption or purchase of, or any
default in the payment of principal or interest in respect of, any of the
Equipment Notes held in the Trust, or any Final Withdrawal, the Trustee shall
furnish to Certificateholders of record on such date a statement setting forth
(x) the expected Pool Balances for each subsequent Regular Distribution Date
following the Delivery Period Termination Date, (y) the related Pool Factors for
such Regular Distribution Dates and (z) the expected principal distribution
schedule of the Equipment Notes, in the aggregate, held as Trust Property at the
date of such notice. With respect to the Certificates registered in the name of
a Clearing Agency or its nominee, on the Delivery Period Termination Date, the
Trustee will request from the Clearing Agency a securities position listing
setting forth the names of all the Clearing Agency Participants reflected on the
Clearing Agency's books as holding interests in the Certificates on such date.
The Trustee will mail to each such Clearing Agency Participant the statement
described above and will make available additional copies as requested by such
Clearing Agency Participant for forwarding to holders of Certificates.

         Section 4.04. Investment of Special Payment Moneys. Any money received
by the Trustee pursuant to Section 4.01(b) representing a Special Payment which
is not to be

                                       30
<PAGE>

promptly distributed shall, to the extent practicable, be invested in Permitted
Investments by the Trustee (and such Permitted Investments shall be registered
in the name of the Trustee) as directed in writing by the Company pending
distribution of such Special Payment pursuant to Section 4.02. Any investment
made pursuant to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be used to
make the payment required under Section 4.02 on the applicable Special
Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The Trustee shall have no liability with respect to any
investment made pursuant to this Section 4.04, other than by reason of the
willful misconduct or negligence of the Trustee. All income and earnings from
such investments shall be distributed on such Special Distribution Date as part
of such Special Payment.

                                    ARTICLE V

                                   THE COMPANY

         Section 5.01. Maintenance of Corporate Existence. The Company, at its
own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.02;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

         Section 5.02. Consolidation, Merger, Etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

         (a) the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance, transfer or
     lease substantially all of the assets of the Company as an entirety shall
     be organized and validly existing under the laws of the United States of
     America or any state thereof or the District of Columbia and a "citizen of
     the United States" (as defined in Section 40102(a)(15) of Title 49 of the
     United States Code) holding an air carrier operating certificate issued by
     the Federal Aviation Administration, or any successor agency thereto (the
     "FAA"), pursuant to Chapter 447 of Title 49, United States Code,
     authorizing the operation in air transportation of aircraft capable of
     carrying 10 or more individuals or 6,000 pounds or more of cargo pursuant
     to Part 121 of the FAA's regulations (14 CFR Part 121);

         (b) the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance, transfer or
     lease substantially all of the assets of the Company as an entirety shall
     execute and deliver to the Trustee a duly authorized, valid, binding and
     enforceable agreement in form and substance reasonably satisfactory to the
     Trustee containing an assumption by such successor corporation or Person of
     the due and punctual performance and observance of each covenant and
     condition of the Note Documents, the Note Purchase Agreement, the Other
     Pass Through Trust Agreements and this Agreement to be performed or
     observed by the Company;

                                       31
<PAGE>

         (c) immediately after giving effect to such transaction, no Event of
     Default applicable to the Certificates shall have occurred and be
     continuing; and

         (d) the Company shall have delivered to the Trustee an Officers'
     Certificate of the Company and an Opinion of Counsel of the Company (which
     may be the Company's General Counsel) reasonably satisfactory to the
     Trustee, each stating that such consolidation, merger, conveyance, transfer
     or lease and the assumption agreement mentioned in clause (b) above comply
     with this Section 5.02 and that all conditions precedent herein provided
     for relating to such transaction have been complied with.

         (e) Upon any consolidation or merger, or any conveyance, transfer or
     lease of substantially all of the assets of the Company as an entirety in
     accordance with this Section 5.02, the successor corporation or Person
     formed by such consolidation or into which the Company is merged or to
     which such conveyance, offer or lease is made shall succeed to, and be
     substituted for, and may exercise every right and power of, the Company
     under this Agreement with the same effect as if such successor corporation
     or Person had been named as the Company herein. No such conveyance,
     transfer or lease of substantially all of the assets of the Company as an
     entirety shall have the effect of releasing the Company or any successor
     corporation or Person which shall theretofore have become such in the
     manner prescribed in this Section 5.02 from its liability in respect of
     this Agreement, the Note Purchase Agreement or any Note Document to which
     it is a party.

         Section 5.03. Rule 144A(d)(4) Information. So long as any of the
Certificates are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act, at any time when the Guarantor is neither subject to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company and the Guarantor will provide to any holder of
such restricted securities, or to any prospective purchaser of such restricted
securities designated by a holder, upon the request of such holder or
prospective purchaser, any information required to be delivered to holders and
prospective purchasers of the Certificates pursuant to Rule 144A(d)(4) under the
Securities Act.

                                   ARTICLE VI

                                     DEFAULT

         Section 6.01. Events of Default.

         (a) Exercise of Remedies. Upon the occurrence and during the
continuation of any Indenture Default under any Indenture, the Trustee may, to
the extent it is the Controlling Party at such time (as determined pursuant to
the Intercreditor Agreement), direct the exercise of remedies as provided in the
Intercreditor Agreement.

         (b) Purchase Rights of Certificateholders. By acceptance of its
Certificate, each Certificateholder agrees that at any time after the occurrence
and during the continuation of a Triggering Event:

                                       32
<PAGE>

         (i) each Certificateholder shall have the right to purchase all, but
     not less than all, of the Class A Certificates upon ten days' written
     notice to the Class A Trustee and each other Certificateholder, provided
     that (A) if prior to the end of such ten-day period any other
     Certificateholder notifies such purchasing Certificateholder that such
     other Certificateholder wants to participate in such purchase, then such
     other Certificateholder may join with the purchasing Certificateholder to
     purchase all, but not less than all, of the Class A Certificates pro rata
     based on the Fractional Undivided Interest in the Trust held by each such
     Certificateholder and (B) if prior to the end of such ten-day period any
     other Certificateholder fails to notify the purchasing Certificateholder of
     such other Certificateholder's desire to participate in such a purchase,
     then such other Certificateholder shall lose its right to purchase the
     Class A Certificates pursuant to this Section 6.01(b); and

         (ii) each Class C Certificateholder shall have the right (which shall
     not expire upon any purchase of the Class A Certificates pursuant to clause
     (i) above) to purchase all, but not less than all, of the Certificates and
     the Class A Certificates upon ten days' written notice to the Trustee, the
     Class A Trustee and each other Class C Certificateholder, provided that (A)
     if prior to the end of such ten-day period any other Class C
     Certificateholder notifies such purchasing Class C Certificateholder that
     such other Class C Certificateholder wants to participate in such purchase,
     then such other Class C Certificateholder may join with the purchasing
     Class C Certificateholder to purchase all, but not less than all, of the
     Certificates and the Class A Certificates pro rata based on the Fractional
     Undivided Interest in the Class C Trust, taken as a whole, held by each
     such Class C Certificateholder and (B) if prior to the end of such ten-day
     period any other Class C Certificateholder fails to notify the purchasing
     Class C Certificateholder of such other Class C Certificateholder's desire
     to participate in such a purchase, then such other Class C
     Certificateholder shall lose its right to purchase the Certificates and the
     Class A Certificates pursuant to this Section 6.01(b);

         The purchase price with respect to the Certificates shall be equal to
the Pool Balance of the Certificates, together with accrued and unpaid interest
thereon to the date of such purchase, without premium, but including any other
amounts then due and payable to the Certificateholders under this Agreement, the
Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement or
any Note Document or on or in respect of the Certificates; provided, however,
that (i) if such purchase occurs after the Record Date with respect to the Final
Withdrawal Date, such purchase price shall be reduced by the aggregate amount of
unused Deposits and interest to be distributed under the Escrow Agreement (which
deducted amounts shall remain distributable to, and may be retained by, the
Certificateholder as of such Record Date) and (ii) if such purchase occurs after
a Record Date but prior to the Distribution Date relating to such Record Date,
such purchase price shall be reduced by the amount to be distributed hereunder
on such related Distribution Date (which deducted amounts shall remain
distributable to, and may be retained by, the Certificateholder as of such
Record Date); provided, further, that no such purchase of Certificates shall be
effective unless the purchaser shall certify to the Trustee that
contemporaneously with such purchase, such purchaser is purchasing, pursuant to
the terms of this Agreement and the Other Pass Through Trust Agreement, the
Certificates and the Class A Certificates which are senior to the securities
held by such purchaser.

                                       33
<PAGE>

Each payment of the purchase price of the Certificates referred to in the first
sentence hereof shall be made to an account or accounts designated by the
Trustee and each such purchase shall be subject to the terms of this Section.
Each Certificateholder agrees by its acceptance of its Certificate that it will,
subject to Section 3.04 hereof, upon payment from such Class C
Certificateholder(s), of the purchase price set forth in the first sentence of
this paragraph, forthwith sell, assign, transfer and convey to the purchaser
thereof (without recourse, representation or warranty of any kind except for its
own acts), all of the right, title, interest and obligation of such
Certificateholder in, this Agreement, the Escrow Agreement, the Deposit
Agreement, the Intercreditor Agreement, the Liquidity Facility, the Note
Documents, the Note Purchase Agreement and all Certificates and Escrow Receipts
held by such Certificateholder (excluding all right, title and interest under
any of the foregoing to the extent such right, title or interest is with respect
to an obligation not then due and payable as respects any action or inaction or
state of affairs occurring prior to such sale) and the purchaser shall assume
all of such Certificateholder's obligations under this Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the Note Documents and the Note Purchase Agreement and all such
Certificates and Escrow Receipts. The Certificates will be deemed to be
purchased on the date payment of the purchase price is made notwithstanding the
failure of the Certificateholders to deliver any Certificates (whether in the
form of Physical Certificates or beneficial interests in Global Certificates)
and, upon such a purchase, (i) the only rights of the Certificateholders will be
to deliver the Certificates to the purchaser and receive the purchase price for
such Certificates and (ii) if the purchaser shall so request such
Certificateholder will comply with all of the provisions of Section 3.04 hereof
to enable new Certificates to be issued to the purchaser in such denominations
as it shall request. All charges and expenses in connection with the issuance of
any such new Certificates shall be borne by the purchaser thereof.

         As used in this Section 6.01(b), the terms "Class A Certificate",
"Class A Trustee", "Class C Certificate" and "Class C Trust", shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.

         Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of
all or any part of the Equipment Notes made either under the power of sale given
under this Agreement or otherwise for the enforcement of this Agreement, the
following shall be applicable:

         (1) Certificateholders and Trustee May Purchase Equipment Notes. Any
     Certificateholder, the Trustee in its individual or any other capacity or
     any other Person may bid for and purchase any of the Equipment Notes, and
     upon compliance with the terms of sale, may hold, retain, possess and
     dispose of such Equipment Notes in their own absolute right without further
     accountability.

         (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the
     Trustee or of the officer making such sale shall be a sufficient discharge
     to any purchaser for his purchase money, and, after paying such purchase
     money and receiving such receipt, such purchaser or its personal
     representative or assigns shall not be obliged to see to the application of
     such purchase money, or be in any way answerable for any loss,
     misapplication or non-application thereof.

                                       34
<PAGE>

         (3) Application of Moneys Received upon Sale. Any moneys collected by
     the Trustee upon any sale made either under the power of sale given by this
     Agreement or otherwise for the enforcement of this Agreement shall be
     applied as provided in Section 4.02.

         Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May
Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note, or if there shall be any
failure to pay Rent (as defined in the relevant Lease) under any Lease when due
and payable, then the Trustee, in its own name, and as trustee of an express
trust, as holder of such Equipment Notes, to the extent permitted by and in
accordance with the terms of the Intercreditor Agreement and the rights of the
Controlling Party thereunder, the Note Purchase Agreement and the Note Documents
(subject to the rights of the applicable Owner Trustee or Owner Participant to
cure any such failure to pay principal of, or premium, if any, or interest on
any Equipment Note or to pay Rent under any Lease in accordance with the
applicable Indenture), shall be entitled and empowered to institute any suits,
actions or proceedings at law, in equity or otherwise, for the collection of the
sums so due and unpaid on such Equipment Notes or under such Lease and may
prosecute any such claim or proceeding to judgment or final decree with respect
to the whole amount of any such sums so due and unpaid.

         Section 6.04. Control by Certificateholders. Subject to Section 6.03
and the Intercreditor Agreement and the rights of the Controlling Party
thereunder, the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee with respect to the Trust
or pursuant to the terms of the Intercreditor Agreement, or exercising any trust
or power conferred on the Trustee under this Agreement or the Intercreditor
Agreement, including any right of the Trustee as Controlling Party under the
Intercreditor Agreement or as holder of the Equipment Notes, provided that:

         (1) such Direction shall not be in conflict with any rule of law or
     with this Agreement and would not involve the Trustee in personal liability
     or expense,

         (2) the Trustee shall not determine that the action so directed would
     be unjustly prejudicial to the Certificateholders not taking part in such
     Direction, and

         (3) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such Direction.

         Section 6.05. Waiver of Past Defaults. Subject to the Intercreditor
Agreement and the rights of the Controlling Party thereunder, the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust (i) may
on behalf of all of the Certificateholders waive any past Event of Default
hereunder and its consequences or (ii) if the Trustee is the Controlling Party,
may direct the Trustee to instruct the applicable Loan Trustee to waive any past
Indenture Default under any Indenture and its consequences, and thereby annul
any Direction given by such Certificateholders or the Trustee to such Loan
Trustee with respect thereto, except a default:

                                       35
<PAGE>

         (1) in the deposit of any Scheduled Payment or Special Payment under
     Section 4.01 or in the distribution of any payment under Section 4.02 on
     the Certificates, or

         (2) in the payment of the principal of (premium, if any) or interest on
     the Equipment Notes, or

         (3) in respect of a covenant or provision hereof which under Article IX
     hereof cannot be modified or amended without the consent of each
     Certificateholder holding an Outstanding Certificate affected thereby.

         Upon any such waiver, such default shall cease to exist with respect to
the Certificates and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose and any direction given by the Trustee on
behalf of the Certificateholders to the relevant Loan Trustee shall be annulled
with respect thereto; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Upon any
such waiver, the Trustee shall vote the Equipment Notes issued under the
relevant Indenture to waive the corresponding Indenture Default.

         Section 6.06. Right of Certificateholders to Receive Payments Not to Be
Impaired. Anything in this Agreement to the contrary notwithstanding, including,
without limitation, Section 6.07 hereof, but subject to the Intercreditor
Agreement, the right of any Certificateholder to receive distributions of
payments required pursuant to Section 4.02 hereof on the Certificates when due,
or to institute suit for the enforcement of any such payment on or after the
applicable Regular Distribution Date or Special Distribution Date, shall not be
impaired or affected without the consent of such Certificateholder.

         Section 6.07. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Agreement, for the appointment of a receiver or for the enforcement of any
other remedy under this Agreement, unless:

         (1) such Certificateholder previously shall have given written notice
     to the Trustee of a continuing Event of Default;

         (2) Certificateholders holding Certificates evidencing Fractional
     Undivided Interests aggregating not less than 25% of the Trust shall have
     requested the Trustee in writing to institute such action, suit or
     proceeding and shall have offered to the Trustee indemnity as provided in
     Section 7.02(e);

         (3) the Trustee shall have refused or neglected to institute such an
     action, suit or proceeding for 60 days after receipt of such notice,
     request and offer of indemnity; and

         (4) no Direction inconsistent with such written request shall have been
     given to the Trustee during such 60-day period by the Certificateholders
     holding Certificates evidencing Fractional Undivided Interests aggregating
     not less than a majority in interest in the Trust.

                                       36
<PAGE>

         (5) It is understood and intended that no one or more of the
     Certificateholders shall have any right in any manner whatsoever hereunder
     or under the Certificates to (i) surrender, impair, waive, affect, disturb
     or prejudice any property in the Trust Property or the lien of any
     Indenture on any property subject thereto, or the rights of the
     Certificateholders or the holders of the related Equipment Notes, (ii)
     obtain or seek to obtain priority over or preference with respect to any
     other such Certificateholder or (iii) enforce any right under this
     Agreement, except in the manner herein provided and for the equal, ratable
     and common benefit of all the Certificateholders subject to the provisions
     of this Agreement.

         Section 6.08. Remedies Cumulative. Every remedy given hereunder to the
Trustee or to any of the Certificateholders shall not be exclusive of any other
remedy or remedies, and every such remedy shall be cumulative and in addition to
every other remedy given hereunder or now or hereafter given by statute, law,
equity or otherwise.

         Section 6.09. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Agreement, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company or the Guarantor.

                                   ARTICLE VII

                                   THE TRUSTEE

         Section 7.01. Notice of Defaults. As promptly as practicable after, and
in any event within 90 days after the occurrence of any default (as such term is
defined below) hereunder actually known to the Trustee, the Trustee shall
transmit by mail to the Company, the related Owner Trustees, the related Loan
Trustees and the Certificateholders in accordance with Section 313(c) of the
Trust Indenture Act, notice of such default hereunder actually known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of
(premium, if any) or interest on any Equipment Note, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Certificateholders. For the purpose of this
Section, the term "default" means any event that is, or after notice or lapse of
time or both would become, an Event of Default.

         Section 7.02. Certain Rights of Trustee. Subject to the provisions of
Section 315 of the Trust Indenture Act:

         (a) the Trustee may rely and shall be protected in acting or refraining
     from acting in reliance upon any resolution, certificate, statement,
     instrument, opinion, report,

                                       37
<PAGE>

     notice, request, direction, consent, order, bond, debenture or other paper
     or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Request;

         (c) whenever in the administration of this Agreement or the
     Intercreditor Agreement the Trustee shall deem it desirable that a matter
     be proved or established prior to taking, suffering or omitting any action
     hereunder, the Trustee (unless other evidence be herein specifically
     prescribed) may, in the absence of bad faith on its part, rely upon an
     Officer's Certificate of the Company, any Owner Trustee or any Loan
     Trustee;

         (d) the Trustee may consult with counsel and the advice of such counsel
     or any Opinion of Counsel shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Agreement or the Intercreditor
     Agreement at the request or direction of any of the Certificateholders
     pursuant to this Agreement or the Intercreditor Agreement unless such
     Certificateholders shall have offered to the Trustee reasonable security or
     indemnity against the cost, expenses and liabilities which might be
     incurred by it in compliance with such request or direction;

         (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, or report, notice, request, direction, consent, order,
     bond, debenture or other paper or document;

         (g) the Trustee may execute any of the trusts or powers under this
     Agreement or the Intercreditor Agreement or perform any duties under this
     Agreement or the Intercreditor Agreement either directly or by or through
     agents or attorneys and the Trustee shall not be responsible for any
     misconduct or negligence on the part of any agent or attorney appointed
     with due care by it under this Agreement or the Intercreditor Agreement;

         (h) the Trustee shall not be liable with respect to any action taken or
     omitted to be taken by it in good faith in accordance with the direction of
     the Certificateholders holding Certificates evidencing Fractional Undivided
     Interests aggregating not less than a majority in interest in the Trust
     relating to the time, method and place of conducting any proceeding for any
     remedy available to the Trustee, or exercising any trust or power conferred
     upon the Trustee, under this Agreement or the Intercreditor Agreement;

         (i) the Trustee shall not be required to expend or risk its own funds
     in the performance of any of its duties under this Agreement, or in the
     exercise of any of its

                                       38
<PAGE>

     rights or powers, if it shall have reason to believe that repayment of
     such funds or adequate indemnity against such risk is not reasonably
     assured to it; and

         (j) except during the continuance of an Event of Default, the Trustee
     undertakes and shall be responsible to perform only such duties as are
     specifically set forth herein and no implied covenants or obligations shall
     be read into this Agreement or be enforceable against Trustee.

         Section 7.03. Not Responsible for Recitals or Issuance of Certificates.
The recitals contained herein and in the Certificates, except the certificates
of authentication, shall not be taken as the statements of the Trustee, and the
Trustee assumes no responsibility for their correctness. Subject to Section
7.14, the Trustee makes no representations as to the validity or sufficiency of
this Agreement, the Note Purchase Agreement, any Note Documents, any
Participation Agreement or any Intercreditor Agreement, the Delayed Funding
Implementation Agreement, the Deposit Agreement, the Escrow Agreement and
Equipment Notes or the Certificates, except that the Trustee hereby represents
and warrants that this Agreement has been, and each Certificate, the
Intercreditor Agreement, the Registration Rights Agreement, the Delayed Funding
Implementation Agreement, the Note Purchase Agreement, the Escrow Agreement and
each Certificate will be, executed, authenticated and delivered by one of its
officers who is duly authorized to execute, authenticate and deliver such
document on its behalf.

         Section 7.04. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent, in their respective
individual or any other capacity, may become the owner or pledgee of
Certificates and subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, the Guarantor, the Owner
Trustees or the Loan Trustees with the same rights it would have if it were not
Trustee, Paying Agent, Registrar or such other agent.

         Section 7.05. Money Held in Trust. Money held by the Trustee or the
Paying Agent in trust hereunder need not be segregated from other funds except
to the extent required herein or by law and neither the Trustee nor the Paying
Agent shall have any liability for interest upon any such moneys except as
provided for herein.

         Section 7.06. Compensation and Reimbursement. The Company agrees with
respect to the trustee in its individual capacity:

         (1) to pay, or cause to be paid, to the Trustee compensation (as set
     out in a separate fee agreement between the Trustee and the Company) for
     all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

         (2) except as otherwise expressly provided herein to reimburse, or
     cause to be reimbursed, the Trustee upon its request for all reasonable
     out-of-pocket expenses, disbursements and advances incurred or made by the
     Trustee in accordance with any provision of this Agreement or the
     Intercreditor Agreement (including the reasonable compensation and the
     expenses and disbursements of its agents and counsel), except any

                                       39
<PAGE>

     such expense, disbursement or advance as may be attributable to its
     negligence, willful misconduct or bad faith or as may be incurred due to
     the Trustee's breach of its representations and warranties set forth in
     Section 7.14;

         (3) to indemnify, or cause to be indemnified, the Trustee for, and to
     hold it harmless against, any loss, liability or expense (other than for or
     with respect to any tax) incurred without negligence, willful misconduct or
     bad faith, on its part, arising out of or in connection with the acceptance
     or administration of this Trust, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder, except
     for any such loss, liability or expense incurred by reason of the Trustee's
     breach of its representations and warranties set forth in Section 7.14. The
     Trustee shall notify the Company and the Guarantor promptly of any claim
     for which it may seek indemnity. The Company and the Guarantor shall defend
     the claim and the Trustee shall cooperate in the defense. The Trustee may
     have separate counsel with the consent of the Company and the Guarantor and
     the Company and the Guarantor will pay the reasonable fees and expenses of
     such counsel. Neither the Company nor the Guarantor need pay for any
     settlement made without its consent; and

         (4) to indemnify, or cause to be indemnified, the Trustee, solely in
     its individual capacity, for, and to hold it harmless against, any tax
     (except to the extent the Trustee actually receives reimbursement therefor
     pursuant to the next paragraph, provided that no indemnification shall be
     available with respect to any tax attributable to the Trustee's
     compensation for serving as such) incurred without negligence, willful
     misconduct or bad faith, on its part, arising out of or in connection with
     the acceptance or administration of this Trust, including any costs and
     expenses incurred in contesting the imposition of any such tax. The
     Trustee, in its individual capacity, shall notify the Company and the
     Guarantor promptly of any claim for any tax for which it may seek
     indemnity. The Trustee shall permit the Company and the Guarantor to
     contest the imposition of such tax and the Trustee, in its individual
     capacity, shall cooperate in the defense. The Trustee, in its individual
     capacity, may have separate counsel with the consent of the Company and the
     Guarantor and the Company and the Guarantor will pay the reasonable fees
     and expenses of such counsel. Neither the Company nor the Guarantor need
     pay for any taxes paid, in settlement or otherwise, without its consent.

         (5) The Trustee shall be entitled to reimbursement from, and shall have
     a lien prior to the Certificates upon, the Trust Property for any tax
     incurred without negligence, bad faith or willful misconduct on its part,
     arising out of or in connection with the acceptance or administration of
     such Trust (other than any tax attributable to the Trustee's compensation
     for serving as such), including any costs and expenses incurred in
     contesting the imposition of any such tax. The Trustee shall notify the
     Company of any claim for any tax for which it may seek reimbursement. The
     Trustee shall cooperate in the contest by the Company of any such claim. If
     the Trustee reimburses itself from the Trust Property for any such tax it
     will within 30 days mail a brief report setting forth the amount of such
     tax and the circumstances thereof to all Certificateholders as their names
     and addresses appear in the Register.

                                       40
<PAGE>

         As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Certificates upon the
Trust Property.

         Section 7.07. Corporate Trustee Required, Eligibility. There shall at
all times be a Trustee hereunder which shall be eligible to act as a trustee
under Section 310(a) of the Trust Indenture Act and shall have a combined
capital and surplus of at least $75,000,000 (or a combined capital and surplus
in excess of $5,000,000 and the obligations of which, whether now in existence
or hereafter incurred, are fully and unconditionally guaranteed by a corporation
organized and doing business under the laws of the United States, any State or
Territory thereof or of the District of Columbia that has a combined capital and
surplus of at least $75,000,000). If such corporation publishes reports of
conditions at least annually, pursuant to law or to the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 7.07, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.07 to act as Trustee, the
Trustee shall resign immediately as Trustee in the manner and with the effect
specified in Section 7.08.

         Section 7.08. Resignation and Removal: Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.09.

         (b) The Trustee may resign at any time as trustee by giving written
notice thereof to the Company, the Authorized Agents, the Owner Trustees and the
Loan Trustees. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Company, the Authorized Agents, the Owner Trustees,
the Loan Trustees and the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Trustee, the Company, the Owner Trustees and the Loan Trustees.

         (d) If at any time:

         (1) the Trustee shall fail to comply with Section 310 of the Trust
     Indenture Act after written request therefor by the Company or by any
     Certificateholder who has been a bona fide Certificateholder for at least
     six months; or

         (2) the Trustee shall cease to be eligible under Section 7.07 and shall
     fail to resign after written request therefor by the Company or by any such
     Certificateholder; or

                                       41
<PAGE>

         (3) the Trustee shall become incapable of acting or shall be adjudged a
     bankrupt or insolvent or a receiver of the Trustee or of its property shall
     be appointed or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

         (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax (as hereinafter defined) which has been or is
likely to be asserted, the Trustee shall promptly notify the Company and shall,
within 30 days of such notification, resign as Trustee hereunder unless within
such 30-day period the Trustee shall have received notice that the Company has
agreed to pay such tax. The Company shall promptly appoint a successor Trustee
in a jurisdiction where there are no Avoidable Taxes. As used herein, an
"Avoidable Tax" means a state or local tax: (i) upon (w) the Trust, (x) the
Trust Property, (y) Certificateholders or (z) the Trustee for which the Trustee
is entitled to seek reimbursement from the Trust Property, and (ii) which would
be avoided if the Trustee were located in another state, or jurisdiction within
a state, within the United States. A tax shall not be an Avoidable Tax if the
Company or any Owner Trustee shall agree to pay, and shall pay, such tax.

         (f) If the Trustee shall resign, be removed or become incapable of
acting as trustee or if a vacancy shall occur in the office of the Trustee for
any cause, the Company shall promptly appoint a successor Trustee. If, within 90
days after such resignation, removal or incapability, or other occurrence of
such vacancy, a successor Trustee shall be appointed by Direction of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust
delivered to the Company, the Owner Trustees, the Loan Trustee and the retiring
Trustee, the successor Trustees so appointed shall, with the approval of the
Company, which approval shall not be unreasonably withheld, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed as provided above. If no successor Trustee shall
have been so appointed as provided above and accepted appointment in the manner
hereinafter provided, the resigning Trustee or any Certificateholder who has
been a bona fide Certificateholder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (g) The successor Trustee of a Trust shall give notice of the
resignation and removal of the Trustee and appointment of the successor Trustee
by mailing written notice of such event by first-class mail, postage prepaid, to
the Certificateholders as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its
Corporate Trust Office.

         Section 7.09. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or

                                       42
<PAGE>

removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee shall
execute and deliver an instrument transferring to such successor Trustee all
such rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee, subject nevertheless to its lien, if any, provided for in
Section 7.06. Upon request of any such successor Trustee, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver any and
all instruments containing such provisions as shall be necessary or desirable to
transfer and confirm to, and for more fully and certainly vesting in, such
successor Trustee all such rights, powers and trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

         Section 7.10. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

         Section 7.11. Maintenance of Agencies.

         (a) There shall at all times be maintained an office or agency where
Certificates may be presented or surrendered for registration of transfer or for
exchange, and for payment thereof and where notices and demands to or upon the
Trustee in respect of such Certificates may be served. Presentations and demands
may be made and notices may be served at the Corporate Trust Office of the
Trustee.

         (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates. Each such Authorized Agent shall be
a bank or trust company, shall be a corporation organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $75,000,000, or a corporation having a combined capital and
surplus in excess of $5,000,000 the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United States or
any state, with a combined capital and surplus of at least $75,000,000, and
shall be authorized under such laws to exercise corporate trust powers, subject
to supervision by federal or state authorities. The Trustee shall initially be
the Paying Agent and, as provided in Section 3.04, Registrar hereunder with
respect to the Certificates. Each Registrar shall furnish to the Trustee, at
stated intervals of

                                       43
<PAGE>

not more than six months, and at such other times as the Trustee may request in
writing, a copy of the Register maintained by such Registrar.

         (c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent,
shall be a party, or any corporation succeeding to the corporate trust business
of any Authorized Agent, shall be the successor of such Authorized Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authorized Agent or such successor
corporation.

         (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, the Owner Trustees and the
Loan Trustees. The Company may, and at the request of the Trustee shall, at any
time terminate the agency of any Authorized Agent by giving written notice of
termination to such Authorized Agent and to the Trustee. Upon the resignation or
termination of an Authorized Agent or in case at any time any such Authorized
Agent shall cease to be eligible under this Section (when in either case, no
other Authorized Agent performing the functions of such Authorized Agent shall
have been appointed), the Company shall promptly appoint one or more qualified
successor Authorized Agents, reasonably satisfactory to the Trustee, to perform
the functions of the Authorized Agent which has resigned or whose agency has
been terminated or who shall have ceased to be eligible under this Section. The
Company shall give written notice of any such appointment made by it to the
Trustee, the Owner Trustees and the Loan Trustees; and in each case the Trustee
shall mail notice of such appointment to all Certificateholders as their names
and addresses appear on the Register.

         (e) The Company agrees to pay, or cause to be paid, from time to time
to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses.

         Section 7.12. Money for Certificate Payments to Be Held in Trust. All
moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section. Moneys so deposited and held in trust shall constitute a separate trust
fund for the benefit of the Certificateholders with respect to which such money
was deposited.

         The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

         Section 7.13. Registration of Equipment Notes in Name of Subordination
Agent. The Trustee agrees that all Equipment Notes to be purchased by the Trust
shall be issued in the

                                       44
<PAGE>

name of the Subordination Agent or its nominee and held by the Subordination
Agent in trust for the benefit of the Certificateholders, or, if not so held,
the Subordination Agent or its nominee shall be reflected as the owner of such
Equipment Notes in the register of the issuer of such Equipment Notes.

         Section 7.14. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants that:

         (a) the Trustee is a Delaware banking corporation organized and validly
     existing, and in good standing under the laws of the State of Delaware;

         (b) the Trustee has full corporate power, authority and legal right to
     execute, deliver and perform this Agreement, the Intercreditor Agreement,
     the Registration Rights Agreement, the Delayed Funding Implementation
     Agreement, the Escrow Agreement, the Note Purchase Agreement and the Note
     Documents to which it is a party and has taken all necessary corporate
     action to authorize the execution, delivery and performance by it of this
     Agreement, the Intercreditor Agreement, the Registration Rights Agreement,
     the Delayed Funding Implementation Agreement, the Escrow Agreement, the
     Note Purchase Agreement and the Note Documents to which it is a party;

         (c) the execution, delivery and performance by the Trustee of this
     Agreement, the Intercreditor Agreement, the Registration Rights Agreement,
     the Delayed Funding Implementation Agreement, the Escrow Agreement, the
     Note Purchase Agreement and the Note Documents to which it is a party (i)
     will not violate any provision of the law of the State of Delaware or
     governing the banking and trust powers of the Trustee or any order, writ,
     judgment, or decree of any court, arbitrator, or governmental authority
     applicable to the Trustee or any of its assets, (ii) will not violate any
     provision of the articles of association or by-laws of the Trustee, or
     (iii) will not violate any provision of, or constitute, with or without
     notice or lapse of time, a default under, or result in the creation or
     imposition of any lien on any properties included in the Trust Property
     pursuant to the provisions of, any mortgage, indenture, contract, agreement
     or other undertaking to which it is a party, which violation, default or
     lien could reasonably be expected to have an adverse effect on the
     Trustee's performance or ability to perform its duties hereunder or
     thereunder or on the transactions contemplated herein or therein;

         (d) the execution, delivery and performance by the Trustee of this
     Agreement, the Intercreditor Agreement, the Registration Rights Agreement,
     the Delayed Funding Implementation Agreement, the Escrow Agreement, the
     Note Purchase Agreement and the Note Documents to which it is a party will
     not require the authorization, consent, or approval of, the giving of
     notice to, the filing or registration with, or the taking of any other
     action in respect of, any governmental authority or agency of the State of
     Delaware or the United States regulating the banking and corporate trust
     activities of the Trustee; and

         (e) this Agreement, the Intercreditor Agreement, the Delayed Funding
     Implementation Agreement, the Escrow Agreement, the Note Purchase Agreement
     and

                                       45
<PAGE>

     the Note Documents to which it is a party have been duly executed and
     delivered by the Trustee and constitute the legal, valid, and binding
     agreements of the Trustee, enforceable against it in accordance with their
     respective terms, provided that enforceability may be limited by (i)
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting the rights of creditors generally and (ii) general
     principles of equity, regardless of whether applied in a proceeding at
     equity or at law.

         Section 7.15. Withholding Taxes, Information Reporting. (a) The
Trustee, as trustee of the grantor trust created by this Agreement, shall
exclude and withhold from each distribution of principal, premium, if any, and
interest and other amounts due under this Agreement or under the Certificates
any and all federal United States withholding taxes applicable thereto as
required by law. The Trustee agrees to act as such withholding agent and, in
connection therewith, whenever any taxes or similar charges are required to be
withheld with respect to any amounts paid by or on behalf of the Trustee in
respect of the Certificates, to withhold such amounts and timely pay the same to
the authority in the name of and on behalf of the Certificateholders, that it
will file any necessary withholding tax returns or statements when due, and
that, as promptly as possible after the payment thereof, it will deliver to each
such Certificateholder necessary documentation showing the payment thereof,
together with such additional documentary evidence as such Certificateholders
may reasonably request from time to time. The Trustee agrees to file any other
information reports as it may be required to file under United States law. In
the event that any withholding tax is imposed on a payment to a
Certificateholder, such tax shall reduce the amount otherwise distributable to
the Certificateholder in accordance with this Section.

         (b) Any Certificateholder which is organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date such
Certificateholder becomes a Certificateholder, (a) so notify the Trustee, (b)(i)
provide the Trustee with Internal Revenue Service form W-8BEN, W-8ECI, W-8IMY or
W-8EXP, or any substitute or successor form, or (ii) notify the Trustee that it
is not entitled to an exemption from United States withholding tax or a
reduction in the rate thereof on payments of interest. Any such
Certificateholder agrees by its acceptance of a Trust Security, on an ongoing
basis, to provide like certification should any previously provided form become
invalid and to notify the Trustee should subsequent circumstances arise
affecting the information provided the Trustee in clauses (a) and (b) above. The
Trustee shall be fully protected in relying upon, and each Certificateholder by
its acceptance of a Security agrees to indemnify and hold the Trustee harmless
against all claims or liability of any kind arising in connection with or
related to the Trustee's reliance upon any documents, forms or information
provided by any Certificateholder to the Trustee. In addition, if the Trustee
has not withheld taxes on any payment made to any Certificateholder, and the
Trustee is subsequently required to remit to any taxing authority any such
amount not withheld, such Certificateholder shall return such amount to the
Trustee upon written demand by the Trustee. The Trustee shall be liable only for
direct (but not consequential) damages to any Certificateholder due to the
Trustee's violation of the Code and only to the extent such liability is caused
by the Trustee's gross negligence or willful misconduct.

         (c) The Trustee may satisfy certain of its obligations with respect to
this Agreement by retaining, at the expense of the Company, a firm of
independent public

                                       46
<PAGE>

accountants (the "Accountants") which shall (i) be responsible for all tax
filing requirements and (ii) perform the obligations of the Trustee in respect
of tax filing requirements. The Trustee shall be deemed to have discharged its
tax filing obligations under this Agreement upon its retention of the
Accountants, and, if the Trustee shall have selected the Accountants in good
faith and without gross negligence or with the prior approval of or notice to
the Company, the Trustee shall not have any liability with respect to the
default or misconduct of the Accountants.

         (d) The Trustee, at the request and instruction of the Company, will
make such United States federal income tax elections as may be necessary to
prevent the Trust from being classified for federal income tax purposes as an
association taxable as a corporation.

         Section 7.16. Trustee's Liens. The Trustee in its individual capacity
agrees that it will at its own cost and expense promptly take any action as may
be necessary to duly discharge and satisfy in full any mortgage, pledge, lien,
charge, encumbrance, security interest or claim ("Trustee's Liens") on or with
respect to the Trust Property which is attributable to the Trustee either (i) in
its individual capacity and which is unrelated to the transactions contemplated
by this Agreement, the Registration Rights Agreement, the Intercreditor
Agreement, the Participation Agreements, the Note Purchase Agreement or the Note
Documents, or (ii) in its individual capacity and which arises out of acts or
omissions of the Trustee in its individual capacity which are not contemplated
by this Agreement.

         Section 7.17. Preferential Collection of Claims. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.

                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

         Section 8.01. The Company to Furnish Trustee with Names and Addresses
of Certificateholders. The Company will furnish or cause to be furnished to the
Trustee within 15 days after each Record Date with respect to a Scheduled
Payment, and at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request, a list, in such form
as the Trustee may reasonably require, of all information in the possession or
control of the Company as to the names and addresses of the Certificateholders,
in each case as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that so long as the Trustee is the sole Registrar,
no such list need be furnished; and provided further, however, that no such list
need be furnished for so long as a copy of the Register is being furnished to
the Trustee pursuant to Section 7.11.

         Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders contained
in the most recent list furnished to the Trustee as provided in Section 7.11 or
Section 8.01, as the case may be, and the names and addresses of
Certificateholders received by the Trustee in its capacity as Registrar, if so
acting.

                                       47
<PAGE>

The Trustee may destroy any list furnished to it as provided in Section 7.11 or
Section 8.01, as the case may be, upon receipt of a new list so furnished.

         Section 8.03. Reports by Trustee. Within 60 days after May 15 of each
year commencing with the first full year following the issuance of the
Certificates, the Trustee shall transmit to the Certificateholders, as provided
in Section 313(c) of the Trust Indenture Act, a brief report dated as of such
May 15, if required by Section 313(a) of the Trust Indenture Act.

         Section 8.04. Reports by the Guarantor and Company. The Guarantor and
the Company each shall:

         (a) file with the Trustee, within 30 days after the Guarantor or the
     Company is required to file the same with the SEC, copies of the annual
     reports and of the information, documents and other reports (or copies of
     such portions of any of the foregoing as the SEC may from time to time by
     rules and regulations prescribe) which the Guarantor or the Company is
     required to file with the SEC pursuant to section 13 or section 15(d) of
     the Securities Exchange Act of 1934, as amended; or, if the Guarantor or
     the Company is not required to file information, documents or reports
     pursuant to either of such sections, then to file with the Trustee and the
     SEC, in accordance with rules and regulations prescribed by the SEC, such
     of the supplementary and periodic information, documents and reports which
     may be required pursuant to section 13 of the Securities Exchange Act of
     1934, as amended, in respect of a security listed and registered on a
     national securities exchange as may be prescribed in such rules and
     regulations;

         (b) file with the Trustee and the SEC, in accordance with the rules and
     regulations prescribed by the SEC, such additional information, documents
     and reports with respect to compliance by the Guarantor and the Company
     with the conditions and covenants of the Guarantor and the Company provided
     for in this Agreement, as may be required by such rules and regulations,
     including, in the case of annual reports, if required by such rules and
     regulations, certificates or opinions of independent public accountants,
     conforming to the requirements of Section 1.02;

         (c) transmit to all Certificateholders, in the manner and to the extent
     provided in Section 313(c) of the Trust Indenture Act, such summaries of
     any information, documents and reports required to be filed by the
     Guarantor and the Company pursuant to subsections (a) and (b) of this
     Section 8.04 as may be required by rules and regulations prescribed by the
     SEC; and

         (d) furnish to the Trustee, not less often than annually, a brief
     certificate from the principal executive officer, principal financial
     officer or principal accounting officer as to his or her knowledge of the
     Guarantor's and the Company's compliance with all conditions and covenants
     under this Agreement (it being understood that for purposes of this
     paragraph (d), such compliance shall be determined without regard to any
     period of grace or requirement of notice provided under this Agreement).

                                       48
<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

         Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Guarantor
and the Company may, and the Trustee (subject to Section 9.03) shall, at any
time and from time to time, enter into one or more agreements supplemental
hereto or, if applicable, to the Indenture, the Lease, the Participation
Agreement, Intercreditor Agreement, the Escrow Agreement, the Note Purchase
Agreement, the Deposit Agreement, the Registration Rights Agreement, the Delayed
Funding Implementation Agreement or the Liquidity Facility in form satisfactory
to the Trustee, for any of the following purposes:

         (1) to evidence the succession of another corporation to the Company or
     the Guarantor and the assumption by any such successor of the covenants of
     the Company or the Guarantor contained herein or in each of the other
     related documents to which the Company or the Guarantor is a party or of
     the Company's or the Guarantor's obligations under the Note Purchase
     Agreement, the Registration Rights Agreement, the Delayed Funding
     Implementation Agreement or the Liquidity Facility; or

         (2) to add to the covenants of the Guarantor or the Company for the
     benefit of the Certificateholders, or to surrender any right or power in
     this Agreement, the Note Purchase Agreement, the Registration Rights
     Agreement, the Delayed Funding Implementation Agreement or the Liquidity
     Facility conferred upon the Guarantor or the Company; or

         (3) to correct or supplement any provision in this Agreement, the
     Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement,
     the Deposit Agreement, the Registration Rights Agreement, the Delayed
     Funding Implementation Agreement or the Liquidity Facility which may be
     defective or inconsistent with any other provision herein or therein or to
     cure any ambiguity or correct any mistake or to modify any other provision
     with respect to matters or questions arising under this Agreement, the
     Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement,
     the Deposit Agreement, the Registration Rights Agreement, the Delayed
     Funding Implementation Agreement or the Liquidity Facility, provided that
     any such action shall not materially adversely affect the interests of the
     Certificateholders; or to cure any ambiguity or correct any mistake in such
     documents, or as provided in the Intercreditor Agreement, to give effect to
     or provide for a Replacement Liquidity Facility (as defined in the
     Intercreditor Agreement); or

         (4) to comply with any requirement of the SEC, any applicable law,
     rules or regulations of any exchange or quotation system on which the
     Certificates are listed, or any regulatory body or the Registration Rights
     Agreement or the Delayed Funding Implementation Agreement to effectuate the
     Exchange Offer; or

                                       49
<PAGE>

         (5) to modify, eliminate or add to the provisions of this Agreement to
     such extent as shall be necessary to qualify, or to continue the
     qualification of, this Agreement (including any supplemental agreement)
     under the Trust Indenture Act, or under any similar Federal statute
     hereafter enacted, and to add to this Agreement such other provisions as
     may be expressly permitted by the Trust Indenture Act, excluding, however,
     the provisions referred to in Section 316(a)(2) of the Trust Indenture Act
     as in effect at the date as of which this instrument was executed or any
     corresponding provision in any similar Federal statute hereafter enacted;
     or

         (6) to evidence and provide for the acceptance of appointment under
     this Agreement by the Trustee of a successor Trustee and to add to or
     change any of the provisions of this Agreement as shall be necessary to
     provide for or facilitate the administration of the Trust, pursuant to the
     requirements of Section 7.09; or

         (7) if with respect to any Owned Aircraft any "Class C" pass through
     certificates are issued, to modify, eliminate or add to the provisions of
     this Agreement to the extent necessary to provide for the subordination of
     such "Class C" pass through certificates to the Certificates; or

         (8) to modify or eliminate provisions relating to the transfer or
     exchange of Exchange Certificates or the Initial Certificates upon the
     consummation of the Exchange Offer (as defined in the Registration Rights
     Agreement) or effectiveness of the Shelf Registration Statement or the
     Exchange Offer Registration Statement;

provided that no such action described in this Section 9.01 shall adversely
affect the interests of the Certificateholders.

         Notwithstanding any provision of this Agreement, upon and
simultaneously with the issuance of the Additional Certificates (as defined in
the Delayed Funding Implementation Agreement), this Agreement shall be forthwith
amended as provided in the Delayed Funding Implementation Agreement, without any
need for further action on the part of any party hereto and without any consent
of any of the Certificateholders.

         Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the Trust, by Direction of said Certificateholders
delivered to the Guarantor, the Company and the Trustee, the Guarantor and the
Company may (with the consent of the Owner Trustees, if any, which consent shall
not be unreasonably withheld), and the Trustee (subject to Section 9.03) shall,
enter into an agreement or agreements supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement, the Intercreditor Agreement, the Registration
Rights Agreement, the Delayed Funding Implementation Agreement, the Escrow
Agreement, the Note Purchase Agreement, the Deposit Agreement or the Liquidity
Facility to the extent applicable to such Certificateholders or of modifying in
any manner the rights and obligations of such Certificateholders under this
Agreement, the Intercreditor Agreement, the Liquidity Facility, the Registration
Rights Agreement, the Delayed Funding Implementation


                                       50
<PAGE>


Agreement, the Escrow Agreement, the Deposit Agreement or the Note Purchase
Agreement; provided, however, that no such supplemental agreement shall, without
the consent of the Certificateholder of each Outstanding Certificate affected
thereby:

         (1) reduce in any manner the amount of, or delay the timing of, any
     receipt by the Trustee (or, with respect to the Deposits, the
     Certificateholders) of payments on the Equipment Notes or other Trust
     Property held in the Trust or on the Deposits or distributions that are
     required to be made herein on any Certificate, or change any date of
     payment on any Certificate, or change the place of payment where, or the
     coin or currency in which, any Certificate is payable, or impair the right
     to institute suit for the enforcement of any such payment or distribution
     on or after the Regular Distribution Date or Special Distribution Date
     applicable thereto; or

         (2) permit the disposition of any Equipment Note included in the Trust
     Property except as permitted by this Agreement, or otherwise deprive such
     Certificateholder of the benefit of the ownership of the Equipment Notes in
     the Trust; or

         (3) alter the priority of distributions specified in the Intercreditor
     Agreement; or

         (4) modify any of the provisions of this Section or Section 6.05,
     except to increase any percentage or to provide that certain other
     provisions of this Agreement cannot be modified or waived without the
     consent of the Certificateholder of each Certificate affected thereby; or

         (5) adversely affect the status of the Trust as a grantor trust under
     Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
     Internal Revenue Code of 1986, as amended, for U.S. federal income tax
     purposes.

         It shall not be necessary for any Direction of Certificateholders under
this Section to approve the particular form of any proposed supplemental
agreement but it shall be sufficient if such Direction shall approve the
substance thereof.

         Section 9.03. Documents Affecting Immunity or Indemnity. If in the
opinion of the Trustee any document required to be executed by it pursuant to
the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity or
indemnity in favor of the Trustee under this Agreement, the Trustee may in its
discretion decline to execute such document.

         Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any supplemental agreement permitted
by this Article or the modifications thereby of the trust created by this
Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, written advice of counsel or an Opinion of Counsel
stating that the execution of such supplemental agreement is authorized or
permitted by this Agreement.

         Section 9.05. Effect of Supplemental Agreements. Upon the execution of
any supplemental agreement under this Article, this Agreement shall be modified
in accordance therewith, and such supplemental agreement shall form a part of
this Agreement for all purposes;

                                       51
<PAGE>

and every Certificateholder theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

         Section 9.06. Conformity with Trust Indenture Act. Every supplemental
agreement executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

         Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates authenticated and delivered after the execution of any supplemental
agreement pursuant to this Article may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental agreement; and, in
such case, suitable notation may be made upon Outstanding Certificates after
proper presentation and demand.

                                   ARTICLE X

                   AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

         Section 10.01. Amendments and Supplements to Indentures and Other Note
Documents. In the event that the Trustee, as holder (or beneficial owner through
the Subordination Agent) of any Equipment Note in trust for the benefit of the
Certificateholders or as Controlling Party under the Intercreditor Agreement,
receives (directly or indirectly through the Subordination Agent) a request for
a consent to any amendment, modification, waiver or supplement under any
Indenture, any other Note Document, any Equipment Note, the Note Purchase
Agreement or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder registered on the Register as of the date of such notice. The
Trustee shall request from the Certificateholders a Direction as to (a) whether
or not to take or refrain from taking (or direct the Subordination Agent to take
or refrain from taking) any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute (or direct the
Subordination Agent to give or execute) any waivers, consents, amendments,
modifications or supplements as a holder of such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any
Equipment Note if a vote has been called for with respect thereto. Provided such
a request for Certificateholder Direction shall have been made, in directing any
action or casting any vote or giving any consent as the holder of any Equipment
Note (or in directing the Subordination Agent in any of the foregoing), (i)
other than as Controlling Party, the Trustee shall vote for or give consent to
any such action with respect to such Equipment Note in the same proportion as
that of (A) the aggregate face amounts of all Certificates actually voted in
favor of or for giving consent to such action by such Direction of
Certificateholders to (B) the aggregate face amount of all Outstanding
Certificates and (ii) as Controlling Party, the Trustee shall vote as directed
in such Certificateholder Direction by the Certificateholders evidencing a
Fractional Undivided Interest aggregating not less than a majority in interest
in the Trust. For purposes of the immediately preceding sentence, a Certificate
shall have been "actually voted" if the Holder of such Certificate has delivered
to the Trustee an instrument evidencing such Holder's consent to such Direction
prior to two Business Days before the Trustee directs such action or casts such
vote or gives such consent. Notwithstanding the foregoing, but subject to
Section 6.04 and the Intercreditor Agreement, the Trustee may, in its

                                       52
<PAGE>

own discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under the relevant Indenture, any other Note Document, any Equipment
Note, the Note Purchase Agreement or any other related document, if an Event of
Default hereunder shall have occurred and be continuing, or if such amendment,
modification, waiver or supplement will not materially adversely affect the
interests of the Certificateholders.

                                   ARTICLE XI

                              TERMINATION OF TRUST

         Section 11.01. Termination of the Trust. The respective obligations and
responsibilities of the Company, the Guarantor and the Trustee with respect to
the Trust shall terminate upon distribution to all Holders of the Certificates
and the Trustee of all amounts required to be distributed to them pursuant to
this Agreement and the disposition of all property held as part of the Trust
Property; provided, however, that in no event shall the Trust continue beyond
one hundred ten (110) years following the date of the earliest execution of this
Agreement.

         Notice of such termination, specifying the Regular Distribution Date
(or Special Distribution Date, as the case may be) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be mailed promptly, upon
notice to the Trustee, by the Trustee to Certificateholders not earlier than the
60th day and not later than the 20th day next preceding such final distribution
specifying (A) the Regular Distribution Date (or Special Distribution Date, as
the case may be) upon which the proposed final payment of the Certificates will
be made upon presentation and surrender of Certificates at the office or agency
of the Trustee therein specified, (B) the amount of any such proposed final
payment, and (C) that the Record Date otherwise applicable to such Regular
Distribution Date (or Special Distribution Date, as the case may be) is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. The
Trustee shall give such notice to the Registrar at the time such notice is given
to Certificateholders. Upon presentation and surrender of the Certificates in
accordance with such notice, the Trustee shall cause to be distributed to
Certificateholders amounts distributable on such final payments.

         In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. No
additional interest shall accrue on the Certificates after the Regular
Distribution Date (or Special Distribution Date, as the case may be). In the
event that any money held by the Trustee for the payment of distributions on the
Certificates shall remain unclaimed for two years (or such lesser time as the
Trustee shall be satisfied, after sixty days' notice from the Company, is one
month prior to the escheat period provided under applicable law) after the final
distribution date with respect thereto, the Trustee shall pay to each Loan
Trustee the appropriate amount of money

                                       53
<PAGE>

relating to such Loan Trustee and shall give written notice thereof to the
related Owner Trustees, Owner Participants and the Company.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         Section 12.01. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement, or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

         Section 12.02. Liabilities of Certificateholders. Neither the existence
of the Trust nor any provision in this Agreement is intended to or shall limit
the liability the Certificateholders would otherwise incur if the
Certificateholders owned Trust Property as co-owners, or incurred any
obligations of the Trust, directly rather than through the Trust.

         Section 12.03. Certificates Nonassessable and Fully Paid. Subject to
Section 12.02, Certificateholders shall not be personally liable for obligations
of the Trust, the Fractional Undivided Interests represented by the Certificates
shall be nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates upon authentication thereof by the Trustee pursuant
to Section 3.03 are and shall be deemed fully paid. No Certificateholder shall
have any right (except as expressly provided herein) to vote or in any manner
otherwise control the operation and management of the Trust Property, the Trust,
or the obligations of the parties hereto, nor shall anything set forth herein,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association.

         Section 12.04. Notices. (a) Unless otherwise specifically provided
herein, all notices required under the terms and provisions of this Agreement
shall be in English and in writing, and any such notice may be given by United
States mail, courier service, telecopy (confirmed by telephone or in writing in
the case of notice by telecopy) or any other customary means of communication,
and any such notice shall be effective upon receipt, if to the Company or the
Guarantor, to:

         American Trans Air, Inc.
         7337 West Washington Street
         Indianapolis International Airport
         Indianapolis, Indiana 06927
         Attention:  Executive Vice President and Chief Financial Officer
         Facsimile:  (317) 240-7087

                                       54
<PAGE>




         if to the Trustee, to:

         Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, Delaware 19890
         Attention:  Corporate Trust Administration
         Facsimile:  (302) 636-4140

         (b) The Company, the Guarantor or the Trustee, by notice to the other,
may designate additional or different addresses for subsequent notices or
communications.

         (c) Any notice or communication to Certificateholders shall be mailed
by first-class mail to the addresses for Certificateholders shown on the
Register kept by the Registrar and to addresses filed with the Trustee. Failure
so to mail a notice or communication or any defect in such notice or
communication shall not affect its sufficiency with respect to other
Certificateholders.

         (d) If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed to have been duly given,
whether or not the addressee receives it.

         (e) If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Trustee and to each Paying Agent
at the same time.

         (f) Notwithstanding the foregoing, all communications or notices to the
Trustee shall be deemed to be given only when received by a Responsible Officer
of the Trustee.

         (g) The Trustee shall promptly furnish the Company with a copy of any
demand, notice or written communication received by the Trustee hereunder from
any Certificateholder, Owner Trustee or Loan Trustee.

         Section 12.05. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND THIS AGREEMENT AND THE CERTIFICATES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         Section 12.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Agreement and shall in no way

                                       55
<PAGE>

affect the validity or enforceability of the other provisions of this Agreement
or the Trust or of the Certificates or the rights of the Certificateholders
thereof.

         Section 12.07. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 12.08. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee, the Guarantor
and the Company shall bind and, to the extent permitted hereby, shall inure to
the benefit of and be enforceable by their respective successors and assigns,
whether so expressed or not.

         Section 12.09. Benefits of Agreement. Nothing in this Agreement or in
the Certificates, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the Certificateholders and the
Liquidity Providers, any benefit or any legal or equitable right, remedy or
claim under this Agreement.

         Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest shall
accrue during the intervening period.

         Section 12.11. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

         Section 12.12. Communication by Certificateholders with Other
Certificateholders. Certificateholders may communicate with other
Certificateholders with respect to their rights under this Agreement or the
Certificates pursuant to Section 312(b) of the Trust Indenture Act. The Company,
the Guarantor, the Trustee and any and all other persons benefited by this
Agreement shall have the protection afforded by Section 312(c) of the Trust
Indenture Act.

         Section 12.13. Intention of Parties. The parties hereto intend that the
Trust be classified for U.S. federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as
amended, and not as a trust or association taxable as a corporation or as a
partnership. Each Certificateholder, by its acceptance of its Certificate or a
beneficial interest therein, agrees to treat the Trust as a grantor trust for
all U.S. federal, state and local income tax purposes. The powers granted and
obligations undertaken pursuant to this Agreement shall be so construed so as to
further such intent.


                                       56
<PAGE>

         IN WITNESS WHEREOF, the Guarantor, the Company and the Trustee have
caused this Agreement to be duly executed by their respective officers, all as
of the day and year first written above.

                                            AMTRAN, INC.

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



                                            AMERICAN TRANS AIR, INC.

                                            By:
                                               ---------------------------------
                                               Chief Financial Officer



                                            WILMINGTON TRUST COMPANY,


                                            as Trustee

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



                                       57
<PAGE>

                                                                       EXHIBIT A

                               FORM OF CERTIFICATE

REGISTERED
No.________

     [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
     OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
     BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
     ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
     "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
     DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
     SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A
     U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN
     COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT
     WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE
     SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER
     THIS CERTIFICATE EXCEPT (A) TO ATA OR ANY SUBSIDIARY THEREOF, (B) TO A
     QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
     SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
     COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE
     EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
     (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
     THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
     WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
     OF THIS LEGEND. IN CASE THIS CERTIFICATE IS IN DEFINITIVE FORM, IN
     CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN THE TIME PERIOD
     REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
     PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
     REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
     CERTIFICATE TO THE APPLICABLE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN
     INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT A U.S.
     PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE,
     SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY
     REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
     AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT.

                                      A-1

<PAGE>


     THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
     CERTIFICATES PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER OF THE
     CERTIFICATES UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
     PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED
     STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A
     PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
     CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS; AND](1)

     [BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO PLAN
     ASSETS AND NO NON-ERISA PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS
     CERTIFICATE OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE EXEMPT
     FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE AND WILL
     BE PERMISSIBLE UNDER ALL APPLICABLE SIMILAR LAWS PURSUANT TO ONE OR MORE
     PROHIBITED TRANSACTION STATUTORY, CLASS OR INDIVIDUAL, EXEMPTIONS.

     AS USED HEREIN, THE TERM "PLAN ASSETS" MEANS THE ASSETS OF ANY "PLAN"
     (WITHIN THE MEANING OF SECTION 3(3) OF ERISA OR SECTION 4975(e)(1) OF THE
     CODE) THAT IS SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, INCLUDING PLAN
     ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION SECTION
     2510.3-101, AND THE TERM "NON-ERISA PLAN ASSETS" MEANS THE ASSETS OF ANY
     PLAN (INCLUDING, WITHOUT LIMITATION, "GOVERNMENTAL PLANS" (WITHIN THE
     MEANING OF SECTION 3(32) OF ERISA OR SECTION 414(d) OF THE CODE), "CHURCH
     PLANS" (WITHIN THE MEANING OF SECTION 3(33) OF ERISA OF SECTION 414(e) OF
     THE CODE) AND FOREIGN PLANS) THAT IS NOT SUBJECT TO ERISA OR SECTION 4975
     OF THE CODE.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
     ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
     CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE
     NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
     SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
     ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
     ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED

----------------
(1) Not to be included on the face of the Offshore Global Certificate or any
Offshore Physical Certificates.

                                      A-2
<PAGE>

     OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
     WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
     SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
     CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
     RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST
     AGREEMENT REFERRED TO HEREIN.](2)









-------------------
(2) To be included on the face of each Global Certificate.

                                      A-3

<PAGE>

                  AMERICAN TRANS AIR 2002-1B PASS THROUGH TRUST

                                  Pass Through
                           Certificate, Series 2002-1B

Issuance Date:  ____________, 2002

Final Legal Distribution Date:  August 20, 2009

          Evidencing a Fractional Undivided Interest in the American Trans Air
          2002-1B Pass Through Trust, the Property of Which Includes Certain
          Equipment Notes each secured by Aircraft leased to or owned by
          American Trans Air, Inc.

          $[ ] Fractional Undivided Interest representing [ ] % of the
                 Trust per $1,000 of Reference Principal Amount

         THIS CERTIFIES THAT Cede & Co., for value received, is the registered
owner of a Fractional Undivided Interest in the amount of $ [ ]
(_____________________ dollars), as such amount may be adjusted from time to
time in accordance with the Agreement (the "Reference Principal Amount"), in the
American Trans Air 2002-1B Pass Through Trust (the "Trust") pursuant to a Pass
Through Trust Agreement dated as of March 28, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Agreement"), among Wilmington Trust
Company, not in its individual capacity but solely as trustee (the "Trustee"),
Amtran, Inc., a corporation incorporated under Indiana law (the "Guarantor"),
and American Trans Air, Inc., a corporation incorporated under Indiana law (the
"Company"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "Pass
Through Certificates, Series 2002-1B" (herein called the "Certificates"). This
Certificate is issued under and is subject to the terms, provisions, and
conditions of the Agreement and the Intercreditor Agreement, to which agreements
the Certificateholder of this Certificate by virtue of the acceptance hereof
assents and by which such Certificateholder is bound. The property of the Trust
includes certain Equipment Notes and all rights of the Trust to receive any
payments under the Intercreditor Agreement and the Liquidity Facility (the
"Trust Property"). Each issue of the Equipment Notes is secured by a security
interest in The Aircraft leased to or owned by the Company.

         Each of the Certificates represents a fractional undivided interest in
the Trust and the Trust Property, and has no rights, benefits or interest in
respect of any assets or property other than the Trust Property. The undivided
percentage interest in the Trust represented by each of this Certificate (as
specified above) and the other Pass Through Certificates, Series 2002-1B, was
determined on the basis of (x) the aggregate of the Reference Principal Amount
of this Certificate (as specified above) and of the other Pass Through
Certificates, Series 2002-1B and (y) the

                                      A-1
<PAGE>

aggregate original principal amounts of the Equipment Notes constituting the
Trust Property.

         Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each February 20, May 20, August 20 and November 20 (a "Regular
Distribution Date"), commencing May 20, 2002, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement and the Intercreditor Agreement, in the event that Special Payments on
the Equipment Notes are received by the Trustee, from funds then available to
the Trustee, there shall be distributed on the applicable Special Distribution
Date, to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Special Distribution Date, an amount in
respect of such Special Payments on the Equipment Notes, the receipt of which
has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Special Payments so received. If a Regular Distribution Date or
Special Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if made
on such Regular Distribution Date or Special Distribution Date and no interest
shall accrue during the intervening period. The Trustee shall mail notice of
each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

         Subject to the terms of the Agreement, distributions on this
Certificate will be made by the Trustee by check mailed to the Person entitled
thereto, without the presentation or surrender of this Certificate or the making
of any notation hereon. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
of the Trustee specified in such notice.

         The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Guarantor, the Company or the
Trustee or any affiliate thereof. The Certificates are limited in right of
payment, all as more specifically set forth on the face hereof and in the
Agreement. All payments or distributions made to Certificateholders under the
Agreement shall be made only from the Trust Property and only to the extent that
the Trustee shall have sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement. Each
Certificateholder of this Certificate, by its acceptance hereof, agrees that it
will look solely to the income and proceeds from the Trust Property to the
extent available for distribution to such Certificateholder as provided in the
Agreement. This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby.
A copy of the Agreement may be examined during normal business hours at the
principal office of the Trustee, and at such other places, if any, designated by
the Trustee, by any Certificateholder upon request.

                                      A-2
<PAGE>

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Guarantor, the Company and the Trustee with the consent of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust. Any
such consent by the Certificateholder of this Certificate shall be conclusive
and binding on such Certificateholder and upon all future Certificateholders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Certificateholders of
any of the Certificates. Upon and simultaneously with the issuance of the
Additional Certificates, the Agreement shall be forthwith amended as provided in
the Delayed Funding Implementation Agreement without any need for further action
on the part of any party thereto.

         As provided in the Agreement and subject to certain limitations set
forth, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.

         [THE HOLDER OF THIS CERTIFICATE IS ENTITLED TO THE BENEFITS OF THE
REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 28, 2002, AMONG THE TRUSTEE,
THE OTHER TRUSTEE, THE INVESTORS (AS DEFINED IN THE REGISTRATION RIGHTS
AGREEMENT), THE GUARANTOR AND THE COMPANY (AS AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, THE "REGISTRATION
RIGHTS AGREEMENT"). THE INTEREST RATE PER ANNUM APPLICABLE TO THIS CERTIFICATE
SHALL BE INCREASED BY 0.50% PER ANNUM FOR ANY PERIOD REQUIRED BY THE
REGISTRATION RIGHTS AGREEMENT.]*

         The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of [$100,000] [$1,000]** Fractional Undivided
Interest and integral multiples of $1,000 in excess thereof, except that one
Certificate may be issued in a denomination of less than [$100,000] [$1,000].**
As provided in the Agreement and subject to certain limitations therein set
forth, the Certificates are exchangeable for new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust, as requested by the Certificateholder surrendering the same.

---------------
*        TO BE INCLUDED ONLY ON EACH INITIAL CERTIFICATE.
**       To be included only on each Exchange Certificate.
**       To be included only on each Exchange Certificate.

                                      A-3
<PAGE>

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment by the Holder of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Trustee, the Registrar, nor
any such agent shall be affected by any notice to the contrary.

         Any person acquiring or accepting this Certificate or an interest
herein will, by such acquisition or acceptance, be deemed to have represented
and warranted to and for the benefit of each Owner Participant and the Company
that either: (i) no Plan Assets and no Non-ERISA Plan Assets have been used to
purchase this Certificate or (ii) the purchase and holding of this Certificate
are exempt from the prohibited transaction restrictions of ERISA and the Code
and will be permissible under all applicable similar laws pursuant to one or
more prohibited transaction, statutory, class or individual exemptions.

         As used in the preceding paragraph, the term "Plan Assets" means the
assets of any "Plan"(within the meaning of Section 3(3) of ERISA or Section
4975(e)(1) of the Code) that is subject to ERISA or Section 4975 of the Code,
including Plan Assets within the meaning of Department of Labor Regulation
Section 2510.3-101, and the term "Non-ERISA Plan Assets" means the assets of any
plan (including, without limitation, "Governmental Plans" (within the meaning of
Section 3(32) of ERISA or Section 414(d) of the Code), "Church Plans" (within
the meaning of Section 3(33) of ERISA of Section 414(e) of the Code) and Foreign
Plans) that is not subject to ERISA or Section 4975 of the Code.

         Each Certificateholder or Investor that is not a United States person
within the meaning of Section 7701(a)(30) of the Internal Revenue Code, as
amended, by its acceptance of a Certificate or a beneficial interest therein,
agrees to indemnify and hold harmless the Trust and the Trustee from and against
any improper failure to withhold taxes from amounts payable to it or for its
benefit. Each Certificateholder and Investor, by its acceptance of this
Certificate or a beneficial interest herein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.

         Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.

         THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

                                      A-4
<PAGE>

AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

         All payments or distributions made to Certificateholders shall be made
only from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of Article IV of this Agreement. Each
Certificateholder, by its acceptance of a Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in this
Agreement.



                                      A-5
<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated ____________, _____

                                   WILMINGTON TRUST COMPANY, not in its
                                      individual capacity but solely as Trustee
                                      for AMERICAN TRANS AIR 2002-1B PASS
                                      THROUGH TRUST

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


                                      A-6
<PAGE>

              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                    This is one of the Certificates referred
                      to in the within-mentioned Agreement.



                                      WILMINGTON TRUST COMPANY, not in its
                                      individual capacity but solely as Trustee

                                      By:
                                         ---------------------------------------
                                                    Authorized Officer



                                      A-7
<PAGE>

                             FORM OF TRANSFER NOTICE

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

[Insert Taxpayer Identification No.]


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

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

please print or typewrite name and address including zip code of assignee

--------------------------------------------------------------------------------
the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing

--------------------------------------------------------------------------------
attorney to transfer said Certificate on the books of the Trustee with full
power of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED

                       ON ALL U.S. PHYSICAL CERTIFICATES]

         In connection with any transfer of this Certificate occurring prior to
the date that is the earlier of the date of an effective Registration Statement
or the end of the two year period referred to in the Private Placement Legend,
the undersigned confirms that without utilizing any general solicitation or
general advertising that:

                                   [Check One]

[ ] (a)  this Certificate is being transferred in compliance with the exemption
         from registration under the Securities Act of 1933, as amended,
         provided by Rule 144A thereunder.

                                       or

[ ] (b)  this Certificate is being transferred other than in accordance with (a)
         above and documents are being furnished that comply with the conditions
         of transfer set forth in this Certificate and the Agreement.


                                      A-8
<PAGE>

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Certificate in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 3.06 of the Agreement
shall have been satisfied.


Date:                                   [Name of Transferor]


                                        NOTE: The signature must correspond with
                                        the name as written upon the face of the
                                        within-mentioned instrument in every
                                        particular, without alteration or any
                                        change whatsoever.

Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that it is purchasing this
Certificate for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and has been advised of the applicable transfer restrictions relating
to the Certificates and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


                                             [Name of Transferee]

Dated:

                                   ----------------------------
                                   NOTE: To be executed by an executive officer.



                                      A-9
<PAGE>



                                                                       EXHIBIT B

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                     WITH TRANSFERS PURSUANT TO REGULATION S

                                                                          [date]

Wilmington Trust Company,
 not in its individual
 capacity but solely as Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:  Corporate Trust Administration

         Re:  American Trans Air 2002-1B Pass Through Trust (the "Trust"), [  ]%
              American Trans Air Pass Through Certificates Series 2002-1B (the
              Certificates")
              ------------------------------------------------------------------

Sirs:

         In connection with our proposed sale of $[ ] Fractional Undivided
Interest of the Certificates, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended, and, accordingly, we represent that:

         (1) the offer of the Certificates was not made to a person in the
     United States;

         (2) either (a) at the time the buy order was originated, the transferee
     was outside the United States or we and any person acting on our behalf
     reasonably believed that the transferee was outside the United States or
     (b) the transaction was executed in, on or through the facilities of a
     designated off-shore securities market and neither we nor any person acting
     on our behalf knows that the transaction has been pre-arranged with a buyer
     in the United States;

         (3) no directed selling efforts have been made in the United States in
     contravention of the requirements of Rule 903(b) or Rule 904(b) of
     Regulation S, as applicable; and

         (4) the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

         In addition, if the sale is made during a restricted period and the
provisions of

                                      B-1
<PAGE>

Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable
provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

         You and American Trans Air, Inc. are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.


                                            Very truly yours,

                                            [Name of Transferor]

                                            By:
                                               ---------------------------------
                                                    Authorized Signature




                                      B-2

<PAGE>

                                                                       EXHIBIT E

                FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                             WITH TRANSFERS TO QIBs

                                                                          [date]

Wilmington Trust Company,
 not in its individual
 capacity but solely as Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:  Corporate Trust Administration

                               AMERICAN TRANS AIR
                PASS-THROUGH TRUST, SERIES 2002-1B (the "Trust")
                    Pass Through Certificates, Series 2002-1B
                              (the "Certificates")

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

Ladies and Gentlemen:

         In connection with our proposed sale of $[ ] Fractional Undivided
Interest of the Certificates, we confirm that without utilizing any general
solicitation or general advertising that such Certificates are being transferred
in compliance with the exemption from registration under the Securities Act of
1933, as amended, provided by Rule 144A thereunder.


Date:____________                       [Name of Transferor

                                        NOTE: The signature must correspond with
                                        the name as written upon the face of the
                                        within-mentioned Certificate in every
                                        particular, without alteration or any
                                        change whatsoever.



Signature Guarantee:



<PAGE>


TO BE COMPLETED BY PURCHASER:

         The undersigned represents and warrants that it is purchasing the
within-mentioned Certificate for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a "qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and has been advised of the applicable transfer
restrictions relating to the Certificates and acknowledges that it has received
such information regarding the Company as the undersigned has requested pursuant
to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.

Dated:__________________

                                   NOTE: To be executed by an executive officer.






                                      E-2