SAMPLE
                     Owner Appointment of Agent - Warranties



Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington  98124-2207

Attention:        Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

     1. Reference is made to Purchase Agreement No. ____ dated as of __________,
20__,  between  The  Boeing  Company  (Boeing)  and  American  Trans  Air,  Inc.
(Customer)  (the Purchase  Agreement),  under which Customer  purchased  certain
Boeing Model ________  aircraft  including the aircraft  bearing  Manufacturer's
Serial No.(s) _____________ (the Aircraft).  The Purchase Agreement incorporated
by reference Aircraft General Terms Agreement AGTA-AAT (AGTA).

Capitalized  terms used herein without  definition will have the same meaning as
in the Purchase Agreement.

To accomplish the appointment of an agent, Customer confirms:

     A.  Customer has  appointed  ____________________  as agent  (Agent) to act
directly with Boeing with respect to the remaining warranties under the Purchase
Agreement and requests Boeing to treat Agent as Customer for the  administration
of claims with respect to such warranties;  provided  however,  Customer remains
liable to Boeing to perform  the  obligations  of  Customer  under the  Purchase
Agreement.

     B.  Boeing may  continue  to deal  exclusively  with Agent  concerning  the
matters  described  herein unless and until Boeing receives  written notice from
Customer to the  contrary,  addressed to Vice  President - Contracts,  Mail Stop
21-34,  Boeing  Commercial  Airplane Group, P.O. Box 3707,  Seattle,  Washington
98124-2207,  U.S.A. With respect to the rights and obligations of Customer under
the Purchase Agreement, all actions taken by Agent or agreements entered into by
Agent during the period  prior to Boeing's  receipt of such notice are final and
binding on Customer.  Further, any payments made by Boeing as a result of claims
made by Agent will be made to the  credit of Agent  unless  otherwise  specified
when each claim is submitted.

     C. Customer will remain responsible for any payments due Boeing as a result
of obligations  relating to the Aircraft incurred by Customer to Boeing prior to
the effective date of this Notice.

We request  that  Boeing  acknowledge  receipt of this  letter and  confirm  the
appointment  of  Agent  as  stated  above  by  signing  the  acknowledgment  and
forwarding one copy of this letter to each of the undersigned.

Very truly yours,

American Trans Air, Inc.


By
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<PAGE>



                                AGENT'S AGREEMENT

Agent accepts the appointment as stated above,  acknowledges it has reviewed the
Purchase  Agreement  and agrees  that,  in  exercising  any rights or making any
claims  thereunder,  Agent will be bound by and comply with all applicable terms
and conditions of the Purchase  Agreement  including,  without  limitation,  the
DISCLAIMER  AND RELEASE and  EXCLUSION  OF  CONSEQUENTIAL  AND OTHER  DAMAGES in
Article 11 of Part 2 of Exhibit C to the AGTA.  Agent further  agrees,  upon the
written  request of  Boeing,  to  promptly  execute  and  deliver  such  further
assurances  and documents and take such further  action as Boeing may reasonably
request  in order to  obtain  the full  benefits  of the  warranties  under  the
Purchase Agreement.

Very truly yours,

Agent


By
     -------------------------------

Its
     -------------------------------

Dated
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Receipt of the above letter is  acknowledged  and the  appointment of Agent with
respect to the above-described rights under the Purchase Agreement is confirmed,
effective as of this date.

THE BOEING COMPANY


By
     -------------------------------

Its
     -------------------------------

Dated
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Aircraft Manufacturer's Serial Number __________