SAMPLE
                          Purchase Agreement Assignment



         THIS PURCHASE  AGREEMENT  ASSIGNMENT  (Assignment) dated as of ________
20__ between  American  Trans Air, Inc., a company  organized  under the laws of
________________  (Assignor) and  ________________________,  a company organized
under the laws of  ________________  (Assignee).  Capitalized  terms used herein
without  definition  will  have  the  same  meaning  as in the  Boeing  Purchase
Agreement.

         Assignor and The Boeing Company, a Delaware corporation  (Boeing),  are
parties to the Boeing Purchase Agreement, providing, among other things, for the
sale by Boeing to Assignor of certain aircraft,  engines and related  equipment,
including the Aircraft.

         Assignee  wishes  to  acquire  the  Aircraft  and  certain  rights  and
interests  under the Boeing  Purchase  Agreement and Assignor,  on the following
terms and  conditions,  is willing to assign to Assignee  certain of  Assignor's
rights and interests under the Boeing Purchase Agreement. Assignee is willing to
accept such assignment.

It is agreed as follows:

     1. For all purposes of this  Assignment,  the following terms will have the
following meanings:

         Aircraft -- one Boeing Model ______  aircraft,  bearing  manufacturer's
serial number  _______,  together  with all engines and parts  installed on such
aircraft on the Delivery Date.

         Boeing -- Boeing shall include Boeing Sales Corporation (a wholly-owned
subsidiary of Boeing), a Guam corporation, and its successors and assigns.

         Boeing Purchase  Agreement -- Purchase  Agreement No. ________ dated as
of  ____________  between  Boeing  and  Assignor,   as  amended,  but  excluding
______________,  providing,  among  other  things,  for the  sale by  Boeing  to
Assignor of the Aircraft, as said agreement may be further amended to the extent
permitted  by its  terms.  The  Purchase  Agreement  incorporated  by  reference
Aircraft General Terms Agreement AGTA/____ (AGTA).

         Delivery  Date -- the date on which the Aircraft is delivered by Boeing
to Assignee  pursuant to and subject to the terms and  conditions  of the Boeing
Purchase Agreement and this Assignment.

         2.  Assignor  does  hereby  assign to  Assignee  all of its  rights and
interests in and to the Boeing Purchase Agreement, as and to the extent that the
same relate to the Aircraft and the purchase and  operation  thereof,  except as
and to the extent expressly reserved below,  including,  without limitation,  in
such assignment:
[TO BE COMPLETED BY THE PARTIES.]



<PAGE>


         {EXAMPLES

     (a) the right upon valid tender to purchase  the  Aircraft  pursuant to the
Boeing Purchase  Agreement  subject to the terms and conditions  thereof and the
right to take title to the  Aircraft  and to be named the "Buyer" in the bill of
sale for the Aircraft;

     (b) the right to accept delivery of the Aircraft;

     (c) all claims for  damages  arising as a result of any  default  under the
Boeing Purchase Agreement in respect of the Aircraft;

     (d) all warranty and indemnity  provisions contained in the Boeing Purchase
Agreement, and all claims arising thereunder, in respect of the Aircraft; and

     (e) any and all rights of  Assignor to compel  performance  of the terms of
the Boeing Purchase Agreement in respect of the Aircraft.}

Reserving exclusively to Assignor, however:

         {EXAMPLES

     (i) all  Assignor's  rights and  interests  in and to the  Boeing  Purchase
Agreement  as and to the extent  the same  relates  to  aircraft  other than the
Aircraft, or to any other matters not directly pertaining to the Aircraft;

     (ii) all  Assignor's  rights and interests in or arising out of any advance
or other  payments or deposits made by Assignor in respect of the Aircraft under
the Boeing Purchase Agreement and any amounts credited or to be credited or paid
or to be paid by Boeing in respect of the Aircraft;

     (iii) the right to obtain services, training, information and demonstration
and test flights pursuant to the Boeing Purchase Agreement; and

     (iv) the right to maintain plant representatives at Boeing's plant pursuant
to the Boeing Purchase Agreement.}

Assignee hereby accepts such assignment.

         3.  Notwithstanding  the  foregoing,  so long as no event of default or
termination  under [specify  document] has occurred and is continuing,  Assignee
hereby  authorizes  Assignor,  to the  exclusion  of  Assignee,  to  exercise in
Assignor's  name all  rights and powers of  Customer  under the Boeing  Purchase
Agreement in respect of the Aircraft.

         4. For all  purposes of this  Assignment,  Boeing will not be deemed to
have  knowledge  of  or  need  recognize  the  occurrence,  continuance  or  the
discontinuance of any event of default or termination  under [specify  document]
unless and until Boeing receives from Assignee written notice thereof, addressed
to its Vice President - Contracts,  Boeing Commercial Airplane Group at P.O. Box
3707, Seattle,  Washington 98124, if by mail, or to 32-9430 Answerback BOEINGREN
RNTN, if by telex. Until such notice has been given,  Boeing will be entitled to
deal solely and  exclusively  with  Assignor.  Thereafter,  until  Assignee  has
provided Boeing written notice that any such events no longer  continue,  Boeing
will be entitled to deal solely and  exclusively  with Assignee.  Boeing may act
with acquittance and conclusively rely on any such notice.

         5. It is  expressly  agreed  that,  anything  herein  contained  to the
contrary  notwithstanding:  (a) prior to the Delivery Date Assignor will perform
its obligations  with respect to the Aircraft to be performed by it on or before
such delivery,  (b) Assignor will at all times remain liable to Boeing under the
Boeing Purchase  Agreement to perform all obligations of Customer  thereunder to
the  same  extent  as if this  Assignment  had not  been  executed,  and (c) the
exercise  by Assignee of any of the  assigned  rights will not release  Assignor
from any of its  obligations  to Boeing  under the  Boeing  Purchase  Agreement,
except  to the  extent  that  such  exercise  constitutes  performance  of  such
obligations.

         6.  Notwithstanding  anything  contained  in  this  Assignment  to  the
contrary (but without in any way releasing  Assignor from any of its obligations
under the Boeing  Purchase  Agreement),  Assignee  confirms  for the  benefit of
Boeing that,  insofar as the provisions of the Boeing Purchase  Agreement relate
to the Aircraft,  in exercising any rights under the Boeing Purchase  Agreement,
or in making any claim with respect to the Aircraft or other things  (including,
without  limitation,  Material,  training  and  services)  delivered  or  to  be
delivered pursuant to the Boeing Purchase Agreement, the terms and conditions of
the Boeing 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 Aircraft  General Terms Agreement which was  incorporated by
reference  into the Boeing  Purchase  Agreement and the insurance  provisions in
Article 8.2 of the Aircraft  General Terms Agreement  which was  incorporated by
reference  into the  Boeing  Purchase  Agreement  therein,  will apply to and be
binding on  Assignee to the same  extent as if  Assignee  had been the  original
"Customer"  thereunder.  Assignee  further agrees,  expressly for the benefit of
Boeing,  upon the written request of Boeing,  Assignee will 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 Assignee's
agreements in this paragraph.

         7. Nothing  contained  herein will subject  Boeing to any  liability to
which it would not otherwise be subject under the Boeing  Purchase  Agreement or
modify in any  respect  the  contract  rights of Boeing  thereunder,  or require
Boeing  to divest  itself of title to or  possession  of the  Aircraft  or other
things until delivery thereof and payment therefor as provided therein.

         8. Notwithstanding  anything in this Assignment to the contrary,  after
receipt  of  notice  of any  event of  default  or  termination  under  [specify
document],  Boeing will continue to owe to Assignor  moneys in payment of claims
made or obligations  arising before such notice,  which moneys may be subject to
rights of set-off  available to Boeing under  applicable law.  Similarly,  after
receipt of notice that such event of default or termination no longer continues,
Boeing  will  continue  to owe to  Assignee  moneys in payment of claims made or
obligations arising before such notice, which moneys may be subject to rights of
set-off available to Boeing under applicable law.

         9.  Effective at any time after an event of default has  occurred,  and
for so long as such  event  of  default  is  continuing,  Assignor  does  hereby
constitute Assignee, Assignor's true and lawful attorney, irrevocably, with full
power (in the name of Assignor or otherwise) to ask, require,  demand,  receive,
and give  acquittance  for any and all  moneys  and claims for moneys due and to
become due under or arising out of the Boeing  Purchase  Agreement in respect of
the Aircraft, to the extent assigned by this Assignment.

         10. Assignee  agrees,  expressly for the benefit of Boeing and Assignor
that it will not  disclose,  directly  or  indirectly,  any terms of the  Boeing
Purchase  Agreement;  provided,  that Assignee may disclose any such information
(a) to its special counsel and public accountants, (b) as required by applicable
law to be disclosed or to the extent that  Assignee may have received a subpoena
or other written demand under color of legal right for such information,  but it
will first, as soon as practicable  upon receipt of such  requirement or demand,
furnish an  explanation  of the basis thereof to Boeing,  and will afford Boeing
reasonable  opportunity,  to  obtain a  protective  order  or  other  reasonably
satisfactory assurance of confidential treatment for the information required to
be  disclosed,  and (c) to any bona fide  potential  purchaser  or lessee of the
Aircraft.  Any  disclosure  pursuant  to (a) and (c) above  will be  subject  to
execution of a confidentiality agreement substantially similar to this paragraph
10.

         11.  This  Assignment  may be  executed  by  the  parties  in  separate
counterparts,  each of which when so executed and delivered will be an original,
but all  such  counterparts  will  together  constitute  but  one  and the  same
instrument.



<PAGE>


     12. This Assignment will be governed by, and construed in accordance  with,
the laws of [----------------------].



--------------------------                           --------------------------
as Assignor                                          as Assignee




By _______________________                           By _______________________

Name:                                                Name:

Title:                                               Title:

[If the  Assignment  is  further  assigned  by  Assignee  in  connection  with a
financing, the following language needs to be included.]

Attest:

The  undersigned,  as  [Indenture  Trustee/Agent  for the  benefit  of the  Loan
Participants/Mortgagee]  and as assignee  of, and holder of a security  interest
in, the estate,  right,  and  interest of the  Assignee in and to the  foregoing
Purchase  Agreement  Assignment and the Purchase Agreement pursuant to the terms
of a certain [Trust Indenture/Mortgage] dated as of _____________, agrees to the
terms of the foregoing Purchase Agreement  Assignment and agrees that its rights
and remedies under such [Trust Indenture/Mortgage] shall be subject to the terms
and  conditions  of the  foregoing  Purchase  Agreement  Assignment,  including,
without limitation, paragraph 6.

[Name of Entity],
 --------------
as Indenture Trustee/Agent

By:____________________________

Name:

Title:



<PAGE>


                                        6
CONSENT AND AGREEMENT OF
THE BOEING COMPANY



         THE  BOEING   COMPANY,   a  Delaware   corporation   (Boeing),   hereby
acknowledges  notice  of  and  consents  to  the  foregoing  Purchase  Agreement
Assignment (Assignment).  Boeing confirms to Assignee that: all representations,
warranties,  indemnities  and  agreements  of Boeing  under the Boeing  Purchase
Agreement with respect to the Aircraft will, subject to the terms and conditions
thereof  and of the  Assignment,  inure to the  benefit of  Assignee to the same
extent as if Assignee were originally named "Customer" therein.

         This  Consent and  Agreement  will be  governed  by, and  construed  in
accordance  with, the law of the State of Washington,  excluding the conflict of
laws principles thereof.

Dated as of ____________________, 20___.


THE BOEING COMPANY



By ________________________
Name:
Title:  Attorney-in-Fact



Aircraft Manufacturer's Serial Number(s) ____________