This PASS THROUGH  TRUST  AGREEMENT,  dated as of December 16, 1996,  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 1996-1B Pass Through Trust,  and the issuance of 7.64%
American  Trans Air 1996-1B Pass Through  Certificates  representing  fractional
undivided interests in the Trust.

     WITNESSETH:

     WHEREAS,  the  Company,  each Owner  Trustee  and the  corresponding  Owner
Participant (as such terms and certain other  capitalized  terms used herein are
defined  below) are  concurrently  herewith  entering into a separate  leveraged
lease  transaction  in  connection  with the sale and  leaseback  of one  Boeing
757-23N aircraft (one such aircraft bearing  manufacturer's Serial No. 27973 and
U.S.  Registration  Mark  N517AT and one such  aircraft  bearing  manufacturer's
Serial  No.  27974  and  U.S.  Registration  Mark  N518AT)  (collectively,   the
"Aircraft");

     WHEREAS,  each Owner Trustee,  acting on behalf of the corresponding  Owner
Participant, will issue pursuant to an Indenture, on a non-recourse basis, three
series of Equipment  Notes,  among other things,  to provide the debt portion of
the purchase price of the related aircraft;

     WHEREAS, the Trustee, upon execution and delivery of this Agreement, hereby
declares the creation of this Trust (the "1996-1B Trust") for the benefit of the
Certificateholders,  and the initial Certificateholders,  as the grantors of the
1996-1B Trust, by their respective acceptances of the Certificates,  join in the
creation of this 1996-1B 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 property other than the Trust Property;

     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; and

     WHEREAS,  to facilitate the sale of Equipment Notes to, and the purchase of
Equipment Notes by, the Trustee on behalf of the 1996-1B Trust,  (i) the Company
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 of 1939, as amended, and (ii) the Guarantor have each
duly authorized the execution and delivery of this Agreement with respect to all
such  Certificates  and are  undertaking to perform certain  administrative  and
ministerial  duties  hereunder  and are  also  undertaking  to pay the  fees and
expenses of the Trustee;

     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 ARTICLE I ARTICLE I ARTICLE
I

                                   DEFINITIONS

     Section   1.01.    DefinitionsSection   1.01.    DefinitionsSection   1.01.
DefinitionsSection 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".

     Act:  With respect to any  Certificateholder  has the meaning  specified in
Section 1.04.

     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: Has the meaning specified in the first recital to this Agreement.

     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;  New York,  New York;  or  Phoenix,  Arizona;  and, so long as any such
Certificate is outstanding, a city and state in which the Trustee or any related
Loan Trustee  maintains  its  Corporate  Trust Office or receives and  disburses
funds.

     Cedel: Means Cedel Bank societe anonyme.

     Certificate:  Means any one of the certificates  executed and authenticated
by the Trustee, 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.

     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.

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

     Controlling Party: Means the Person entitled to act as such pursuant to the
terms of the Intercreditor Agreement.

     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 March 27, 1997.

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

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

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

     Equipment  Note:  Means  the  "secured  certificates"  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.

     Escrow Account: Has the meaning specified in Section 2.02(b).

     Escrowed Funds: Has the meaning specified in Section 2.02(b).

     Euroclear: Means the Euroclear System.

     Event of Default:  Means the  occurrence of an Indenture  Default under any
Indenture pursuant to which Equipment Notes held by the Trust were issued.

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

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

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

     Indenture:  Means each of the two  separate  trust  indenture  and security
agreements described in Schedule 1 to this Agreement, as each such agreement may
be  amended  or  supplemented  in  accordance  with its  respective  terms;  and
Indentures means all of such agreements.

     Indenture  Default:  With  respect  to any  Indenture,  means  any Event of
Default (as such term is defined in such Indenture).

     Initial  Purchasers:  Means Morgan Stanley & Co.  Incorporated  and Salomon
Brothers Inc.

     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 December
27, 1996 among the Trustee,  the Other  Trustees,  the Liquidity  Provider,  the
liquidity  providers,  if any, relating to the Certificates issued under (and as
defined  in) the Other Pass  Through  Trust  Agreements,  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 date of the issuance of the Certificates.

     Lease:  Means any 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 or  supplemented  in accordance  with its respective  terms;  and
Leases means all such leases.

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

     Liquidity Facility:  Means the Irrevocable Revolving Credit Agreement Class
B Certificates dated December 27, 1996 relating to the Certificates  between the
Liquidity   Provider  and  the  Subordination   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,  Kredietbank N.V., New York Branch,
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;  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 and Participation 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  Certificates  Exchange Date: Has the meaning specified in Section
3.01.

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

     Offshore  Physical  Certificates:  Has the meaning assigned to such term in
Section 3.01.

     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  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 (i) the  American  Trans Air
1996-1A Pass Through Trust Agreement  relating to the American Trans Air 1996-1A
Pass Through  Trust and (ii) the American  Trans Air 1996-1C Pass Through  Trust
Agreement  relating to the American Trans Air 1996-1C Pass Through  Trust,  each
dated the date hereof;  and Other Pass Through Trust  Agreements means both such
agreements.

     Other Trustee: Means the trustee under each of the Other Pass Through Trust
Agreements, and any successor or other trustee appointed as provided therein and
Other Pass Through Trustees means both such trustees.

     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) All of the  Certificates  if money in the full amount required to make
the final distribution with respect thereto 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 such final distribution payment; and

     (iii)  Certificates in exchange for or in lieu of which other  Certificates
have been authenticated and delivered pursuant 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,  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  respective
Indentures.

     Participation Agreement: Means each of the Participation Agreements,  dated
as of December 16, 1996, listed on Schedule 2 hereto, 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;  and  Participation  Agreements  means all such
agreements.

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

     Permanent  Offshore  Global  Certificates:  Has the  meaning  specified  in
Section 3.01.

     Permanent  Offshore  Physical  Certificates:  Has the meaning  specified in
Section 3.01.

     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 or such lesser time as is necessary for payment of any Special  Payments
on a Special Distribution Date.

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

     Physical Certificates: Has the meaning specified in Section 3.01.

     Pool Balance: Means, as of any date, (i) the original aggregate face amount
of the  Certificates  less (ii) the  aggregate  amount of all  payments  made in
respect of such Certificates  other than payments made in respect of interest or
premium thereon or reimbursement of any costs or expenses incurred in connection
therewith.  The Pool Balance 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 held in the Trust and the  distribution  thereof to be made
on such Distribution Date.

     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.

     Postponed  Notes:  Means the Equipment Notes to be held in such Trust as to
which a  Postponement  Notice  shall  have been  delivered  pursuant  to Section
2.02(b).

     Postponement  Notice:  Means an  Officer's  Certificate  of the Company (1)
requesting that the Trustee  temporarily  postpone  purchase  pursuant to a Note
Purchase  Agreement of certain of the  Equipment  Notes to a date later than the
Issuance  Date,  (2)  identifying  the amount of the purchase price of each such
Equipment Note and the aggregate  purchase  price for all such Equipment  Notes,
(3) setting forth the reasons for such postponement and (4) with respect to each
such Equipment Note,  either (a) setting or resetting a new Transfer Date (which
shall be on or prior to the applicable  Cut-off Date) for payment by the Trustee
of such  purchase  price and  issuance of the  related  Equipment  Note,  or (b)
indicating  that  such  new  Transfer  Date  (which  shall be on or prior to the
applicable  Cut-off Date) will be set by subsequent written notice not less than
one Business Day prior to such new Transfer Date.

     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 September 26, 2011 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)  with respect  thereto in an amount  sufficient to pay
such interest and shall have distributed such amount to the Certificateholders).

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

     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 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.

     Regular  Distribution  Date:  With  respect to  distributions  of Scheduled
Payments in respect of the  Certificates,  means each date designated as such in
this Agreement, until payment of all the Scheduled Payments to be made under the
Equipment Notes held in the Trust has 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.

     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 Division 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
regulation thereto.

     Scheduled Payment: With respect to any Equipment Note, means any payment of
principal and interest on such  Equipment Note or any payment of interest on the
Certificates with funds drawn under the Liquidity  Facility (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 which payment  represents the installment of principal
at the stated  maturity of such  instrument 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 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 Securities  Exchange Act of 1934, 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.

                  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 Payment:  Means (i) 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 (ii) the  amounts  required  to be  distributed
pursuant to the last paragraph of Section 2.02(b) or (iii) the amounts  required
to be distributed pursuant to the penultimate paragraph of Section 2.02(b).

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

     Specified  Investments:  Means (i)  obligations  of, or guaranteed  by, the
United States Government or agencies thereof,  (ii) open market commercial paper
of any corporation  incorporated  under the laws of the United States of America
or any State thereof rated at least P-2 or its  equivalent by Moody's  Investors
Service,  Inc. or at least A-2 or its  equivalent  by  Standard & Poor's  Rating
Group,  (iii) certificates of deposit issued by commercial banks organized under
the laws of the United States or of any political  subdivision  thereof having a
combined  capital  and  surplus in excess of  $500,000,000  which banks or their
holding  companies  have a rating of A or its  equivalent  by Moody's  Investors
Service,  Inc. or Standard & Poor's Rating Group;  provided,  however,  that the
aggregate  amount at any one time so invested in  certificates of deposit issued
by any one bank shall not exceed 5% of such  bank's  capital and  surplus,  (iv)
U.S. dollar denominated offshore  certificates of deposit issued by, or offshore
time deposits  with,  any  commercial  bank described in (iii) or any subsidiary
thereof and (v)  repurchase  agreements  with any financial  institution  having
combined  capital  and  surplus  of  at  least  $500,000,000  with  any  of  the
obligations  described  in clauses  (i)  through  (iv) as  collateral;  provided
further that if all of the above investments are unavailable, the entire amounts
to be invested may be used to purchase Federal Funds from an entity described in
clause (iii) above; and provided further that no investment shall be eligible as
a  "Specified  Investment"  unless the final  maturity or date of return of such
investment  is on or before the Special  Distribution  Date next  following  the
Cut-off Date, if any, for the Trust by more than 20 days.

     Subordination  Agent:  Shall have the  meaning  specified  therefor  in the
Intercreditor Agreement.

     Temporary  Offshore  Global  Certificates:  Has the  meaning  specified  in
Section 3.01.

     Transfer Date: Has the meaning  assigned to that term or the term "Delivery
Date" in a Participation Agreement.

     Triggering  Event:  Shall  have  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: Except as otherwise  provided in Section 9.06,  means
the  Trust  Indenture  Act of 1939 as in  force  at the  date as of  which  this
Agreement was executed.

     Trust  Property:  Means (i) the Equipment Notes held as the property of the
Trust,  all monies at any time paid thereon and all monies due and to become due
thereunder,  (ii) the  rights of the Trust  under any  Intercreditor  Agreement,
including  all monies  receivable  in respect of such  rights,  (iii) all monies
receivable  under  the  Liquidity  Facility  and (iv)  funds  from  time to time
deposited  in the  Escrow  Account,  the  Certificate  Account  and the  Special
Payments  Account  and any  proceeds  from the sale by the  Trustee  pursuant to
Article VI hereof of any such Equipment Note.

     Trustee:  Means Wilmington Trust Company, or its successor in interest, and
any successor trustee appointed as provided herein.

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

     U.S. Physical Certificates: Has the meaning specified in Section 3.01.

     Section 1.02. Compliance  Certificates and OpinionsSection 1.02. Compliance
Certificates   and   OpinionsSection   1.02.    Compliance    Certificates   and
OpinionsSection 1.02. Compliance Certificates and Opinions. Upon any application
or request 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 an Officers'  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 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;

     (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 TrusteeSection  1.03. Form of
Documents  Delivered to  TrusteeSection  1.03.  Form of  Documents  Delivered to
TrusteeSection  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.   Acts   of   CertificateholdersSection   1.04.   Acts   of
CertificateholdersSection  1.04. Acts of CertificateholdersSection 1.04. Acts of
Certificateholders.

     (a) Any  direction,  consent,  waiver  or  other  action  provided  by this
Agreement  to be given or taken by  Certificateholders  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 "Act" of the  Certificateholders  signing such instrument or instruments.
Proof of execution of any such  instrument or of a writing  appointing  any such
agent 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  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, consent or waiver (a "Direction"), under this Agreement, Certificates
owned by the Company, the Guarantor, any Owner Trustee, any Owner Participant or
any  Affiliate  of any such  Person  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 any consent, request, demand,  authorization,  direction, notice, waiver
or other Act.  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
consent request, demand,  authorization,  direction, notice, waiver or other Act
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 consent, request, demand, authorization, direction, notice,
waiver or other Act, and for that purpose the Outstanding  Certificates shall be
computed as of such record date; provided that no such consent, request, demand,
authorization,  direction, notice, waiver or other Act 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, consent, waiver or other action by the Certificateholder
of any Certificate shall bind the  Certificateholder of every Certificate issued
upon the transfer thereof or in exchange therefor or in lieu thereof, whether or
not notation of such action 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.


                    ARTICLE II ARTICLE II ARTICLE II ARTICLE
II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                         ACQUISITION OF EQUIPMENT NOTES

     Section  2.01.   [Intentionally   omitted].Section   2.01.   [Intentionally
omitted].Section  2.01.  [Intentionally  omitted].Section  2.01.  [Intentionally
omitted].

     Section  2.02.   Issuance  of   Certificates;   Acquisition   of  Equipment
NotesSection   2.02.   Issuance  of   Certificates;   Acquisition  of  Equipment
NotesSection   2.02.   Issuance  of   Certificates;   Acquisition  of  Equipment
NotesSection 2.02. Issuance of Certificates; Acquisition of Equipment Notes.

     (a) On or prior to the Issuance Date of the Certificates, the Trustee shall
execute and deliver the  Intercreditor  Agreement and each of the  Participation
Agreements in the form delivered to the Trustee by the Company. Upon the oral or
written request of the Company or the Company's  counsel acting on behalf of the
Company and the satisfaction of the closing conditions  specified in each of the
Participation  Agreements,  the Trustee shall, execute, deliver and authenticate
Certificates  equalling in the aggregate the aggregate  principal  amount of the
Equipment  Notes  to be  purchased  by  the  Trustee  pursuant  to  each  of the
Participation  Agreements  on the  Transfer  Date,  and  evidencing  the  entire
ownership  interest  in the  Trust.  The  Trustee  shall  issue  and  sell  such
Certificates,  in  authorized  denominations  and in such  Fractional  Undivided
Interests, so as to result in the receipt of consideration in an amount equal to
the  aggregate  purchase  price  of  such  Equipment  Notes  and,   concurrently
therewith,  the Trustee shall purchase,  pursuant to the terms and conditions of
the Participation  Agreements,  the Equipment Notes at a purchase price equal to
the amount of such  consideration  so  received.  Except as provided in Sections
3.03,  3.04 and 3.05  hereof,  the Trustee  shall not execute,  authenticate  or
deliver  Certificates  in  excess  of the  aggregate  amount  specified  in this
paragraph.  The  provisions  of  this  Subsection  2.02(a)  are  subject  to the
provisions of Subsection 2.02(b) below.

     (b) If on or prior to the Issuance  Date the Company  shall  deliver to the
Trustee a  Postponement  Notice  relating to one or more  Postponed  Notes,  the
Trustee shall  postpone the purchase of such  Postponed  Notes and shall deposit
into an escrow account (the "Escrow  Account") to be maintained as a part of the
Trust  an  amount  equal to the  purchase  price of such  Postponed  Notes  (the
"Escrowed  Funds").  The Escrowed  Funds so  deposited  shall be invested by the
Trustee at the written  direction  of the Company in Specified  Investments  (i)
maturing no later than any  scheduled  Transfer  Date  relating to the Postponed
Notes or (ii) if no such Transfer Date has been scheduled,  maturing on the next
Business  Day, or (iii) if the Company has given  notice to the Trustee that any
Postponed Notes will not be issued,  with respect to the portion of the Escrowed
Funds relating to such Postponed Notes,  maturing on the next applicable Special
Distribution  Date, if such  investments are reasonably  available for purchase.
The Trustee shall make  withdrawals  from the Escrow Account only as provided in
this  Agreement.  Upon request of the Company on one or more  occasions  and the
satisfaction of the closing conditions specified in the applicable Participation
Agreements on or prior to the related  Cut-off Date,  the Trustee shall purchase
the applicable Postponed Notes with the Escrowed Funds withdrawn from the Escrow
Account.  The purchase price shall equal the principal  amount of such Postponed
Notes.

     The Trustee shall hold all Specified Investments until the maturity thereof
and will not sell or  otherwise  transfer  Specified  Investments.  If Specified
Investments  held in an Escrow Account  mature prior to any applicable  Transfer
Date, any proceeds received on the maturity of such Specified Investments (other
than any earnings  thereon)  shall be  reinvested  by the Trustee at the written
direction  of the Company in Specified  Investments  maturing as provided in the
preceding paragraph.

     Any earnings on  Specified  Investments  received  from time to time by the
Trustee shall be promptly  distributed to the Company.  The Company shall pay to
the Trustee for deposit to the Escrow  Account an amount  equal to any losses on
such Specified  Investments  as incurred.  On the Initial  Regular  Distribution
Date, the Company will pay (in  immediately  available  funds) to the Trustee an
amount equal to the interest that would have accrued on any Postponed  Notes, if
any,  purchased  after  the  Issuance  Date if such  Postponed  Notes  had  been
purchased on the Issuance  Date,  from the Issuance Date to, but not  including,
the date of the purchase of such Postponed Notes by the Trustee.

     If the  Company  notifies  the Trustee  prior to the Cut-off  Date that any
Postponed  Notes  will not be  issued  on or prior to the  Cut-off  Date for any
reason,  on the next  Special  Distribution  Date  occurring  more  than 20 days
following  the date of such notice (i) the Company  shall pay to the Trustee for
deposit in the Special  Payments  Account,  in immediately  available  funds, an
amount equal to the  interest  that would have  accrued on the  Postponed  Notes
designated in such notice at a rate equal to the interest rate applicable to the
Certificates  from  the  Issuance  Date  to,  but not  including,  such  Special
Distribution  Date and (ii) the Trustee  shall  transfer an amount equal to that
amount of  Escrowed  Funds that would have been used to purchase  the  Postponed
Notes  designated in such notice and the amount paid by the Company  pursuant to
the immediately preceding clause (i) to the related Special Payments Account for
distribution  as a Special  Payment in accordance  with the  provisions  hereof.
Wilmington  Trust  Company,  in  its  individual  capacity,  in the  absence  of
negligence or willful  misconduct by any  representative  thereof,  will have no
liability with respect to Escrowed Funds.

     If, on the Cut-off  Date,  an amount equal to less than all of the Escrowed
Funds  (other  than  Escrowed  Funds  referred to in the  immediately  preceding
paragraph)  has been  used to  purchase  Postponed  Notes,  on the next  Special
Distribution Date occurring more than 20 days following the Cut-off Date (i) the
Company shall pay to the Trustee for deposit in the Special Payments Account, in
immediately  available  funds,  an amount equal to the interest  that would have
accrued on such Postponed  Notes  contemplated  to be purchased with such unused
Escrowed  Funds  (other  than  Escrowed  Funds  referred  to in the  immediately
preceding  paragraph)  but not so purchased at a rate equal to the interest rate
applicable to the  Certificates  from the Issuance  Date to, but not  including,
such Special  Distribution  Date and (ii) the Trustee shall transfer such unused
Escrowed  Funds and the amount paid by the Company  pursuant to the  immediately
preceding  clause (i) to such Special  Payments  Account for  distribution  as a
Special Payment in accordance with the provisions hereof.

     Section   2.03.   Acceptance   by   TrusteeSection   2.03.   Acceptance  by
TrusteeSection 2.03.  Acceptance by TrusteeSection 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  Equipment  Notes
acquired  pursuant to Section 2.02 hereof and the  Participation  Agreements and
declares that the Trustee holds and will hold such right,  title,  and interest,
together  with all  other  property  constituting  the Trust  Property,  for the
benefit  of all then  present  and  future  Certificateholders,  upon the trusts
herein set forth. By its payment for and acceptance of each  Certificate  issued
to it under this  Agreement,  each initial  Certificateholder  as grantor of the
Trust thereby joins in the creation and declaration of the Trust.

     Section 2.04. Limitation of PowersSection 2.04. Limitation of PowersSection
2.04.  Limitation of  PowersSection  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 restrictions 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 ARTICLE III ARTICLE III ARTICLE
III

                                THE CERTIFICATES

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

     (a) The  Certificates  shall be known as the "7.64%  1996-1B  Pass  Through
Certificates"  of the  Trust.  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
officers  executing such  Certificates,  as evidenced by their  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.

     (b) The Certificates  shall be issued only in fully registered form without
coupons and only in 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.   Each  Certificate   shall  be  dated  the  date  of  its
authentication.  The aggregate  Fractional  Undivided  Interest of  Certificates
shall not at any time exceed $41,258,000.

     (c) Certificates  offered and sold in reliance on Rule 144A shall be issued
initially in the form of a single  permanent  global  Certificate  in registered
form,  substantially in the form set forth as Exhibit A hereto (the "U.S. Global
Certificate"),  duly executed and  authenticated  by the Trustee as  hereinafter
provided.  The  U.S.  Global  Certificate  will be  registered  in the name of a
nominee for the Depositary and deposited with the Trustee,  as custodian for the
Depositary.  The aggregate  principal amount of the U.S. Global  Certificate may
from time to time be increased or decreased by  adjustments  made on the records
of the  Depositary  or its  nominee,  or of the Trustee,  as  custodian  for the
Depositary or its nominee, as hereinafter provided.

     (d) Certificates  offered and sold in offshore  transactions in reliance on
Regulation S shall be issued  initially in the form of a single temporary global
Certificate in registered form, substantially in the form set forth as Exhibit A
hereto  (the  "Temporary   Offshore  Global   Certificate")  duly  executed  and
authenticated  by the Trustee as hereinafter  provided.  The Temporary  Offshore
Global Certificate will be registered in the name of a nominee of the Depositary
for  credit to the  account  of the Agent  Members  acting as  depositaries  for
Euroclear  and  Cedel  and  deposited  with the  Trustee  as  custodian  for the
Depositary.  At any time following February 5, 1997 (the "Offshore  Certificates
Exchange Date"),  upon receipt by the Trustee of a certificate  substantially in
the  form of  Exhibit  B  hereto,  a  single  permanent  global  Certificate  in
registered form substantially in the form set forth in Exhibit A (the "Permanent
Offshore Global  Certificate";  and together with the Temporary  Offshore Global
Certificate,   the   "Offshore   Global   Certificates"),   duly   executed  and
authenticated by the Trustee as hereinafter provided, shall be registered in the
name of a  nominee  for the  Depositary  and  deposited  with  the  Trustee,  as
custodian for the  Depositary,  and the Registrar shall reflect on its books and
records the date of such transfer and a decrease in the principal  amount of any
Temporary Offshore Global Certificate in an amount equal to the principal amount
of the  beneficial  interest  in  such  Temporary  Offshore  Global  Certificate
transferred.  The U.S. Global  Certificate and the Offshore Global  Certificates
are sometimes referred to as the "Global Certificates".

     (e)  Certificates  offered and sold to Institutional  Accredited  Investors
shall be issued in the form of permanent certificated Certificates in registered
form in substantially the form set forth as Exhibit A hereto (the "U.S. Physical
Certificates").  Certificates issued pursuant to Section 3.05(b) in exchange for
interests in any Offshore Global  Certificate  shall be in the form of permanent
certificated Certificates in registered form substantially in the form set forth
in Exhibit A (the  "Offshore  Physical  Certificates").  The  Offshore  Physical
Certificates and U.S. Physical  Certificates are sometimes  collectively  herein
referred to as the "Physical Certificates".

     (f) The definitive  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.

     Section 3.02. Restrictive  LegendsSection 3.02. Restrictive  LegendsSection
3.02. Restrictive LegendsSection 3.02. Restrictive Legends.

     (a)  Subject to Section  3.06,  each  Global  Certificate  (other  than the
Permanent Offshore 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,  (2) AGREES THAT IT WILL NOT, WITHIN THREE YEARS AFTER
THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH
THIS CERTIFICATE WAS HELD BY AMERICAN TRANS AIR, INC. ("ATA") OR AN AFFILIATE OF
ATA,  RESELL OR OTHERWISE  TRANSFER  THIS  CERTIFICATE  EXCEPT (A) TO ATA OR ANY
SUBSIDIARY  THEREOF,  (B) INSIDE THE UNITED STATES TO A QUALIFIED  INSTITUTIONAL
BUYER IN  COMPLIANCE  WITH RULE 144A UNDER THE  SECURITIES  ACT,  (C) INSIDE THE
UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING $100,000 OR MORE
AGGREGATE  PRINCIPAL AMOUNT OF SUCH  CERTIFICATES  THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN  REPRESENTATIONS AND
AGREEMENTS  RELATING TO THE  RESTRICTIONS ON TRANSFER OF THIS  CERTIFICATE  (THE
FORM OF WHICH LETTER CAN BE OBTAINED FROM THE  TRUSTEE),  (D) OUTSIDE THE UNITED
STATES  IN AN  OFFSHORE  TRANSACTION  IN  COMPLIANCE  WITH  RULE 904  UNDER  THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE  SECURITIES  ACT (IF  AVAILABLE)  OR (F)  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 CONNECTION WITH ANY TRANSFER OF
THIS CERTIFICATE  WITHIN THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF
THE CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY ATA OR AN
AFFILIATE  OF ATA,  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 TRUSTEE.  IF THE  PROPOSED  TRANSFEREE  IS AN  INSTITUTIONAL
ACCREDITED  INVESTOR,  THE HOLDER MUST,  PRIOR TO SUCH TRANSFER,  FURNISH TO THE
TRUSTEE AND ATA 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 IN A  TRANSACTION  NOT SUBJECT TO, THE
REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT. 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.

     (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 CertificatesSection 3.03. Authentication of
CertificatesSection    3.03.   Authentication   of   CertificatesSection   3.03.
Authentication of Certificates.

     (a) The Trustee shall duly execute,  authenticate and deliver  Certificates
in authorized  denominations  equalling in the aggregate the aggregate principal
amount of the  Equipment  Notes to be purchased  by the Trustee  pursuant to the
Participation Agreements and evidencing the entire ownership of the Trust.

                  (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.

     Section   3.04.   Transfer   and   ExchangeSection   3.04.   Transfer   and
ExchangeSection 3.04. Transfer and ExchangeSection 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. 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,  the  Depositary
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 the  Depositary  (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  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 for any  registration  of  transfer  or  exchange  of the
Certificates,  but the Trustee may require  payment by the  transferor  of a sum
sufficient to cover any transfer tax or similar  governmental  charge payable in
connection  therewith  (other  than any  such  transfer  taxes or other  similar
governmental charges payable upon exchanges pursuant to Section 3.11 or 9.07).

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

     (a) Members of, or participants in, the Depositary  ("Agent Members") shall
have no rights under this Agreement with respect to any Global  Certificate held
on their  behalf by the  Depositary,  or the Trustee as its  custodian,  and the
Depositary  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 the Depositary or shall impair, as between the
Depositary 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 the Depositary as the registered holder of such Global Certificate.

     (b)  Transfers of any Global  Certificate  shall be limited to transfers of
such  Global  Certificate  in  whole,  but  not  in  part,  to  nominees  of the
Depositary, 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 the Depositary 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 the  Depositary  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 Act
of such Certificateholders  delivered to the Company and the Trustee, advise the
Company, the Trustee and the Depositary through its Clearing Agency Participants
in writing that the  continuation of a book-entry  system through the Depositary
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 the Depositary, 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 the other 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) [Intentionally omitted].

     (e) 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 the Depositary
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.

                  (f) 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.

                  (g) 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).

     (h) The registered  holder of the U.S.  Global  Certificate or any Offshore
Global  Certificate  may grant  proxies  and  otherwise  authorize  any  Person,
including  Agent  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  ProvisionsSection  3.06.  Special Transfer
ProvisionsSection   3.06.  Special  Transfer   ProvisionsSection  3.06.  Special
Transfer Provisions. The following provisions shall apply to the Certificates:

     (a) Transfers to Non-QIB Institutional  Accredited Investors. The following
provisions shall apply with respect to the registration of any proposed transfer
of a Certificate  to any  Institutional  Accredited  Investor which is not a QIB
(excluding transfers to or by Non-U.S. Persons):

     (i) The Registrar shall register the transfer of any  Certificate,  whether
or not such Certificate bears the Private Placement Legend, if (x) the requested
transfer is at least three years after the later of the  original  issue date of
the  Certificates  and the last date on which such  Certificate  was held by the
Company or any affiliate thereof or (y) the proposed transferee has delivered to
the  Registrar  a letter  substantially  in the form of Exhibit D hereto and the
aggregate  principal  amount of the Certificates  being  transferred is at least
$100,000.

     (ii) If the proposed  transferor  is an Agent  Member  holding a beneficial
interest in the U.S.  Global  Certificate,  upon receipt by the Registrar of (x)
the documents,  if any, required by paragraph (i) and (y) instructions  given in
accordance with the Depositary's and the Registrar's  procedures,  the Registrar
shall  reflect on its books and records the date of the  transfer and a decrease
in the principal  amount of 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  the  Company  shall  execute,  and the  Trustee  shall
authenticate and deliver to the transferor or at its direction, one or more U.S.
Physical Certificates of like tenor and amount.

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

     (i)  If  the  Certificate  to be  transferred  consists  of  U.S.  Physical
Certificates or an interest in any Temporary  Offshore Global  Certificate,  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
Certificate  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 has signed the  certification  provided for on the form
of Certificate  stating,  or has otherwise advised the Trustee and the Registrar
in writing,  that it is  purchasing  the  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  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 the  Depositary'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 U.S.
Physical Certificates or interests in the Temporary Offshore Global Certificate,
as the case  may be,  being  transferred,  and the  Trustee  shall  cancel  such
Physical  Certificates or decrease the amount of such Temporary  Offshore Global
Certificate so transferred.

     (c) [Intentionally omitted].

     (d) Transfers of Interests in the Permanent  Offshore Global Certificate or
Offshore  Physical  Certificates.  The Registrar  shall register any transfer of
interests in the Permanent  Offshore  Global  Certificate  or Offshore  Physical
Certificates without requiring any additional certification.

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

     (i) Prior to the Offshore  Certificates  Exchange Date, the Registrar shall
register  any  proposed  transfer  of a  Certificate  to a Non-U.S.  Person upon
receipt of a certificate substantially in the form set forth as Exhibit C hereto
from the proposed transferor.

     (ii) On and after the Offshore  Certificates  Exchange  Date, the Registrar
shall register any proposed  transfer to any Non-U.S.  Person if the Certificate
to be  transferred  is a U.S.  Physical  Certificate  or an interest in the U.S.
Global Certificate,  upon receipt of a certificate  substantially in the form of
Exhibit C from the proposed transferor. The Registrar shall promptly send a copy
of such certificate to the Company.

     (iii) Upon receipt by the Registrar of (x) the documents,  if any, required
by paragraph (ii) and (y)  instructions in accordance with the  Depositary's and
the Registrar's procedures, the Registrar shall reflect on its books and records
the date of such  transfer and a decrease in the  principal  amount of 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 the  Depositary'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.  Physical
Certificate  or  the  U.S.  Global  Certificate,  as  the  case  may  be,  to be
transferred,  and the Trustee shall cancel the Physical Certificate,  if any, so
transferred or decrease the amount of such U.S. Global Certificate.

     (f) 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.

     (g)  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.

     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  CertificatesSection
3.07. Mutilated,  Destroyed, Lost or Stolen CertificatesSection 3.07. Mutilated,
Destroyed, Lost or Stolen  CertificatesSection 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  Certificate has been acquired by a bona fide
purchaser, 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.

     Section  3.08.   Persons   Deemed   OwnersSection   3.08.   Persons  Deemed
OwnersSection  3.08. Persons Deemed  OwnersSection  3.08. Persons Deemed Owners.
Prior to due  presentation  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 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.   CancellationSection   3.09.   CancellationSection   3.09.
CancellationSection 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 PaymentsSection 3.10. Limitation
of  Liability   for   PaymentsSection   3.10.   Limitation   of  Liability   for
PaymentsSection  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  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.

     Section     3.11.     Temporary     CertificatesSection      3.11.Temporary
CertificatesSection  3.11.Temporary CertificatesSection 3Temporary 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 ARTICLE IV ARTICLE IV ARTICLE
IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

     Section  4.01.  Certificate  Account  and Special  Payments  AccountSection
4.01.Certificate  Account and Special Payments  AccountSection 4.01. Certificate
Account  and  Special  Payments  AccountSection  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,  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,  the  Trustee,  upon receipt  thereof,  shall  immediately
deposit the aggregate  amount of such Special Payments into the Special Payments
Account.

     (c) The Trustee  shall  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
AccountSection 4.02. Distributions from Certificate Account and Special Payments
AccountSection 4.02. Distributions from Certificate Account and Special Payments
AccountSection 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 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 the Depositary  (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
Note,  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 the  Depositary  (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 20 days prior
to the date any such Special Payment is scheduled to be distributed. 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 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  (taking into account any payment to be made by the Company pursuant
to Section 2.02(b)) 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 premium,  if any,  payable upon the redemption or purchase
of an Equipment Note 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  CertificateholdersSection  4.03. Statements to
CertificateholdersSection  4.03. Statements to  CertificateholdersSection  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 (per a $1,000 face amount Certificate as to (i) and (ii) below):

     (i) the amount of such  distribution  allocable to principal and the amount
allocable to premium, if any;

     (ii) the amount of such distribution allocable to interest; and

     (iii) 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) and (a)(ii) 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.

     Section 4.04.  Investment of Special Payment MoneysSection 4.04. Investment
of  Special   Payment   MoneysSection   4.04.   Investment  of  Special  Payment
MoneysSection 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 promptly distributed shall, to the extent practicable,  be invested in
Permitted  Investments  by 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 ARTICLE V ARTICLE V ARTICLE
V

                                   THE COMPANY

     Section 5.01.  Maintenance of Corporate  ExistenceSection 5.01. Maintenance
of Corporate  ExistenceSection 5.01.  Maintenance of Corporate  ExistenceSection
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,  EtcSection  5.02.  Consolidation,
Merger, EtcSection 5.02. Consolidation,  Merger, EtcSection 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 and of this Agreement to be performed or observed by the Company;

     (c)  immediately  after  giving  effect  to such  transaction,  no Event of
Default  applicable  to the  Certificates  or event which is, or after notice or
passage of time, or both, would be, such an Event of Default 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.

     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 or any Note Document to which it is a party.


                    ARTICLE VI ARTICLE VI ARTICLE VI ARTICLE
VI

                                     DEFAULT

     Section 6.01. Events of DefaultSection 6.01. Events of DefaultSection 6.01.
Events Events of DefaultSection 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,  direct the  exercise  of  remedies  as
provided in the Intercreditor Agreement.

     (b)  Purchase  Rights  of  Certificateholders:  (i) At any time  after  the
occurrence   and  during  the   continuation   of  a  Triggering   Event,   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)(i).

     (ii) By acceptance of its Certificate,  each Certificateholder  agrees that
at any time after the  occurrence  and during the  continuation  of a Triggering
Event:  each Class C  Certificateholder  shall have the right  (which  shall not
expire upon any  purchase of the  Certificates  pursuant to clause (i) above) to
purchase all, but not less than all, of the Certificates  upon ten days' written
notice to the 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
pro rata based on the Fractional Undivided Interest in the Class C Trust 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 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  or any other Note  Document or on or in respect of the
Certificates;  provided, however, 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  Agreements,  the
Class A Certificates and the  Certificates  which are senior to the Certificates
held by such purchaser.  Each payment of the purchase price of the  Certificates
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  Certificates  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
Intercreditor  Agreement,  the Liquidity  Facility,  the Note  Documents and all
Certificates  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 Intercreditor  Agreement, the Liquidity Facility and the Note Documents. 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 the  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  "Certificateholder",  "Class",
"Class A Certificate",  "Class A  Certificateholder",  "Class A Trust", "Class A
Trustee",  "Class C Certificate",  "Class C Certificateholder",  "Class C Trust"
and "Class C Trustee" shall have the respective  meanings assigned to such terms
in the Intercreditor Agreement.

     Section 6.02.  Incidents of Sale of Equipment  NotesSection 6.02. Incidents
of  Sale  of  Equipment  NotesSection  6.02.  Incidents  of  Sale  of  Equipment
NotesSection 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.

     (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
SuitSection  6.03.Judicial  Proceedings Instituted by Trustee; Trustee May Bring
SuitSection  6Judicial  Proceedings  Instituted  by  Trustee;  Trustee May Bring
SuitSection 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 Note Documents (subject to
the rights of the applicable Owner Trustee or Owner Participant to cure any such
failure in accordance with Section 4.03 of 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  CertificateholdersSection   6.04.  Control  by
CertificateholdersSection   6.04.  Control  by  CertificateholdersSection  6.04.
Control by  Certificateholders.  Subject to Section  6.03 and the  Intercreditor
Agreement,  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  DefaultsSection   6.05.  Waiver  of  Past
DefaultsSection  6.05.  Waiver  of Past  DefaultsSection  6.05.  Waiver  of Past
Defaults. Subject to the Intercreditor Agreement, 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:

     (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
ImpairedSection  6.06.Right of  Certificateholders to Receive Payments Not to Be
ImpairedSection  6Right of  Certificateholders  to  Receive  Payments  Not to Be
ImpairedSection  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
ConditionsSection  6.07.  Certificateholders  May Not Bring  Suit  Except  Under
Certain  ConditionsSection  6.07.  Certificateholders  May Not Bring Suit Except
Under  Certain  ConditionsSection  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  any such
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 has 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.

     It is understood and intended that no one or more of the Certificateholders
shall have any right in any manner whatever  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 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  CumulativeSection 6.08. Remedies  CumulativeSection
6.08. Remedies  CumulativeSection 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   CostsSection   6.09.   Undertaking  for
CostsSection 6.09.  Undertaking for CostsSection 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 ARTICLE VII ARTICLE VII ARTICLE
VII

                                   THE TRUSTEE

     Section 7.01. Notice of  DefaultsSection  7.01.  Notice of  DefaultsSection
7.01.  Notice of  DefaultsSection  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  TrusteeSection  7.02.  Certain Rights of
TrusteeSection  7.02.  Certain Rights of TrusteeSection  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, 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  Officers'  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 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
CertificatesSection   7.03.  Not   Responsible   for  Recitals  or  Issuance  of
CertificatesSection   7.03.  Not   Responsible   for  Recitals  or  Issuance  of
CertificatesSection   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,  any  Note  Documents,  any  Participation
Agreement  or  any   Intercreditor   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 and each
Participation  Agreement will be,  executed and delivered by one of its officers
who is duly authorized to execute and deliver such document on its behalf.

     Section   7.04.    May   Hold    CertificatesSection    7.04.    May   Hold
CertificatesSection   7.04.   May  Hold   CertificatesSection   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 TrustSection  7.05. Money Held in TrustSection
7.05. Money Held in TrustSection  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 ReimbursementSection  7.06. Compensation and
ReimbursementSection   7.06.   Compensation   and   ReimbursementSection   7.06.
Compensation and Reimbursement. The Company agrees:

     (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 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 is reimbursed  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.

     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.

                  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; EligibilitySection 7.07.Corporate
Trustee   Required;   EligibilitySection   7.07.   Corporate  Trustee  Required;
EligibilitySection  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  SuccessorSection
7.08. Resignation and Removal: Appointment of SuccessorSection 7.08. Resignation
and Removal:  Appointment of  SuccessorSection  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 Act 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

     (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 Act 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   SuccessorSection   7.09.
Acceptance of Appointment by SuccessorSection 7.09. Acceptance of Appointment by
SuccessorSection  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 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
BusinessSection  7.10.  Merger,  Conversion,   Consolidation  or  Succession  to
BusinessSection  7.10.  Merger,  Conversion,   Consolidation  or  Succession  to
BusinessSection  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  AgenciesSection   7.11.   Maintenance  of
AgenciesSection  7.11.  Maintenance  of  AgenciesSection  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 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  TrustSection
7.12. Money for Certificate  Payments to Be Held in TrustSection 7.12. Money for
Certificate  Payments to Be Held in  TrustSection  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
AgentSection  7.13.  Registration  of Equipment  Notes in Name of  Subordination
AgentSection  7.13.  Registration  of Equipment  Notes in Name of  Subordination
AgentSection  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 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  TrusteeSection  7.14.
Representations  and  Warranties of  TrusteeSection  7.14.  Representations  and
Warranties of TrusteeSection  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  power,  authority  and legal  right to execute,
deliver  and  perform  this  Agreement,  the  Intercreditor  Agreement  and  the
Participation  Agreements  and has taken all  necessary  action to authorize the
execution,  delivery and performance by it of this Agreement,  the Intercreditor
Agreement and the Participation Agreements;

     (c)  the  execution,  delivery  and  performance  by the  Trustee  of  this
Agreement, the Intercreditor Agreement and the Participation Agreements (i) will
not violate any  provision  of any United  States  federal law or the law of the
State of Delaware  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,  and
(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 and the Participation  Agreements 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  United  States or the State of
Delaware  regulating the banking and corporate trust  activities of the Trustee:
and

     (e) this Agreement,  the  Participation  Agreement,  and the  Intercreditor
Agreement  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.

     Section  7.15.  Withholding  Taxes;   Information   ReportingSection  7.15.
Withholding  Taxes;   Information   ReportingSection  7.15.  Withholding  Taxes;
Information ReportingSection 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 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.

     (b) 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  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 in the Accountants in
good  faith  and  without  gross  negligence,  the  Trustee  shall  not have any
liability with respect to the default or misconduct of the Accountants.

     (c) The  Trustee,  at the  request 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  LiensSection 7.16.  Trustee's  LiensSection 7.16.
Trustee's  LiensSection  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 Intercreditor  Agreement, the
Participation  Agreements or the Note Documents, or (ii) as Trustee hereunder or
in its individual  capacity and which arises out of acts or omissions  which are
not contemplated by this Agreement.

     Section 7.17.  Preferential  Collection of ClaimsSection 7.17. Preferential
Collection of ClaimsSection 7.17. Preferential Collection of ClaimsSection 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  31l(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 ARTICLE VIII ARTICLE VIII ARTICLE
VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

     Section  8.01.  The Company to Furnish  Trustee with Names and Addresses of
CertificateholdersSection  8.01.  The Company to Furnish  Trustee with Names and
Addresses of CertificateholdersSection 8.01. The Company to Furnish Trustee with
Names and Addresses of  CertificateholdersSection  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
CertificateholdersSection  8.02. Preservation of Information;  Communications to
CertificateholdersSection  8.02. Preservation of Information;  Communications to
CertificateholdersSection  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.  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  TrusteeSection  8.03.  Reports by TrusteeSection
8.03. Reports by TrusteeSection  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 CompanySection  8.04. Reports by
the  Guarantor   and   CompanySection   8.04.   Reports  by  the  Guarantor  and
CompanySection 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;

     (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); and

     (e) make  available  to any  Certificateholder,  upon  request,  the annual
audited and quarterly unaudited financial  statements of the Guarantor which are
provided to the Trustee.


                    ARTICLE IX ARTICLE IX ARTICLE IX ARTICLE
IX

                             SUPPLEMENTAL AGREEMENTS

     Section    9.01.     Supplemental    Agreements    Without    Consent    of
CertificateholdersSection  9.01.  Supplemental  Agreements  Without  Consent  of
CertificateholdersSection  9.01.  Supplemental  Agreements  Without  Consent  of
CertificateholdersSection  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  Intercreditor  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 herein contained; 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
conferred upon the Guarantor or the Company; or

     (3)  to  correct  or  supplement  any  provision  in  this  Agreement,  the
Intercreditor  Agreement  or the  Liquidity  Facility  which may be defective or
inconsistent  with any other  provision  herein or to make any other  provisions
with  respect  to  matters  or  questions  arising  under  this  Agreement,  the
Intercreditor Agreement or the Liquidity Facility, provided that any such action
shall not adversely affect the interests of the  Certificateholders;  or to cure
any ambiguity or correct any mistake; or

     (4) to modify, eliminate or add to the provisions of this Agreement to such
extent as shall be  necessary 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

     (5) 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;


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

     Section     9.02.     Supplemental     Agreements     with    Consent    of
CertificateholdersSection   9.02.   Supplemental   Agreements  with  Consent  of
CertificateholdersSection   9.02.   Supplemental   Agreements  with  Consent  of
CertificateholdersSection   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 the Trust, by Act 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 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;
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  of  payments  on the  Equipment  Notes  held  in the  Trust  or
distributions that are required to be made herein on any Certificate,  or change
any date of payment of 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 such 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.

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

     Section  9.03.  Documents  Affecting  Immunity  or  IndemnitySection  9.03.
Documents  Affecting  Immunity or  IndemnitySection  9.03.  Documents  Affecting
Immunity or IndemnitySection 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  AgreementsSection  9.04. Execution
of   Supplemental    AgreementsSection    9.04.    Execution   of   Supplemental
AgreementsSection 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  AgreementsSection  9.05.  Effect of
Supplemental  AgreementsSection  9.05. Effect of Supplemental  AgreementsSection
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;  and  every  Certificateholder   theretofore  or  thereafter
authenticated and delivered hereunder shall be bound thereby.

     Section 9.06.  Conformity with Trust Indenture ActSection 9.06.  Conformity
with Trust Indenture ActSection 9.06. Conformity with Trust Indenture ActSection
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  AgreementsSection
9.07.  Reference  in  Certificates  to  Supplemental   AgreementsSection   9.07.
Reference in Certificates to Supplemental  AgreementsSection  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 ARTICLE X ARTICLE X ARTICLE X

                   AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

     Section  10.01.  Amendments  and  Supplements  to Indentures and Other Note
DocumentsSection  10.01. Amendments and Supplements to Indentures and Other Note
DocumentsSection  10.01. Amendments and Supplements to Indentures and Other Note
DocumentsSection  10.01. Amendments and Supplements to Indentures and Other Note
Documents.  In the event that the Trustee,  as holder of any Equipment  Notes in
trust  for  the  benefit  of the  Certificateholders  or as  Controlling  Party,
receives  a request  for a consent  to any  amendment,  modification,  waiver or
supplement  under any  Indenture  or other  Note  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 any action
which a holder of such Equipment  Note has the option to direct,  (b) whether or
not to give or execute  any  waivers,  consents,  amendments,  modifications  or
supplements as a holder of such Equipment Note and (c) how 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, 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 (i) the aggregate face amounts
of all  Certificates  actually  voted in favor of or for giving  consent to such
action by Acts of  Certificateholders  to (ii) the aggregate  face amount of all
Outstanding Certificates.  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 on or prior to the Business Day before the Trustee  directs such
action or casts such vote or gives such consent.  Notwithstanding the foregoing,
but subject to Section 6.04 and any Intercreditor Agreement, the Trustee may, in
its own  discretion  and at its own  direction,  consent and notify the relevant
Loan  Trustee  of  such  consent  to  any  amendment,  modification,  waiver  or
supplement under the relevant  Indenture,  the Liquidity  Facility,  or any Note
Document,  if  an  Event  of  Default  hereunder  shall  have  occurred  and  be
continuing,  or if such  amendment,  modification  or waiver will not  adversely
affect the interests of the Certificateholders.


                    ARTICLE XI ARTICLE XI ARTICLE XI ARTICLE
XI

                              TERMINATION OF TRUSTS

     Section 11.01.  Termination of the TrustSection  11.01.  Termination of the
Trust2Section 11.01.  Termination of the TrustSection 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 any  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,  the
Trustee   shall  cause  to  be   distributed   to   Certificateholders   amounts
distributable on such Regular  Distribution Date (or Special  Distribution Date,
as the case may be) pursuant to Section 4.02.

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


                   ARTICLE XII ARTICLE XII ARTICLE XII ARTICLE
XII

                            MISCELLANEOUS PROVISIONS

     Section  12.01.  Limitation on Rights of  CertificateholdersSection  12.01.
Limitation on Rights of CertificateholdersSection 12.01. Limitation on Rights of
CertificateholdersSection 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 CertificateholdersSection  12.02. Liabilities
of  CertificateholdersSection  12.02.  Liabilities of  CertificateholdersSection
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  PaidSection  12.03.
Certificates   Nonassessable   and   Fully   PaidSection   12.03.   Certificates
Nonassessable and Fully PaidSection 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.   [Intentionally   omitted]Section  12.04.   [Intentionally
omitted]Section  12.04.  [Intentionally  omitted]Section  12.04.  [Intentionally
omitted].

     Section 12.05.  NoticesSection 12.05.  NoticesSection 12.05. NoticesSection
12.05. 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, telegram, telemessage, telecopy, telefax, cable or facsimile (confirmed
by  telephone  or in  writing  in the case of notice by  telegram,  telemessage,
telecopy,  telefax,  cable  or  facsimile)  or  any  other  customary  means  of
communication,  and any such notice shall be  effective  when  delivered,  or if
mailed,  three days after deposit in the United States mail with proper  postage
for ordinary mail prepaid,

         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

         if to the Trustee, to:

     Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, Delaware 19890

     Attention:        Corporate Trust Department
     Facsimile:        (302) 651-8882

     (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 12.06.  Governing  LawSection  12.06.  Governing  LawSection 12.06.
Governing LawSection 12.06.  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 WITHOUT
REGARD TO CONFLICT-OF-LAW PRINCIPLES.

     Section 12.07.  Severability of  ProvisionsSection  12.07.  Severability of
ProvisionsSection 12.07.  Severability of ProvisionsSection 12.07.  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 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  12.08.   [Intentionally   omitted].Section  12.08.  [Intentionally
omitted].Section 12.08.  [Intentionally  omitted].Section 12.08.  [Intentionally
omitted].

     Section  12.09.  Effect of  Headings  and Table of  ContentsSection  12.09.
Effect of Headings and Table of  ContentsSection  12.09.  Effect of Headings and
Table of ContentsSection  12.09.  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  12.10.   Successors  and  AssignsSection  12.10.   Successors  and
AssignsSection  12.10.  Successors  and  AssignsSection  12.10.  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   12.11.   Benefits   of   AgreementSection   12.11.   Benefits  of
AgreementSection   12.11.  Benefits  of  AgreementSection   12.11.  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,  and the  Certificateholders,  any benefit or any legal or  equitable
right, remedy or claim under this Agreement.

     Section 12.12. Legal HolidaysSection  12.12. Legal  HolidaysSection  12.12.
Legal  HolidaysSection  12.12.  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  12.13.   CounterpartsSection  12.13.   CounterpartsSection  12.13.
CounterpartsSection  12.13.  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   12.14.    Communication   by   Certificateholders    with   Other
CertificateholdersSection  12.14. Communication by Certificateholders with Other
CertificateholdersSection  12.14. Communication by Certificateholders with Other
CertificateholdersSection  12.14. 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  3.12(b)  of the Trust  Indenture  Act.  The
Company, the Guarantor,  the Trustee and any and all other persons benefitted by
this Agreement shall have the protection afforded by Section 312(c) of the Trust
Indenture Act.



     <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 above written.

                                        AMTRAN, INC.

                                        By /s/ Kenneth K. Wolff

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


                                        AMERICAN TRANS AIR, INC.

   /                                    By /s/ Kenneth K. Wolff

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


                                        WILMINGTON TRUST COMPANY, as Trustee
                                        By /s/ Donald McKelcan

                                        -----------------------------
                                        Title: Vice President
<PAGE>







                                                                      SCHEDULE 1


                     Trust Indenture and Security Agreements



     1) Trust  Indenture  and  Security  Agreement  [ATA  1996  A],  dated as of
December 16, 1996 between Wilmington Trust Company,  as Indenture  Trustee,  and
First Security Bank, National Association, as Owner Trustee

     2) Trust  Indenture  and  Security  Agreement  [ATA  1996  B],  dated as of
December 16, 1996 between Wilmington Trust Company,  as Indenture  Trustee,  and
First Security Bank, National Association, as Owner Trustee


<PAGE>









                                                                      SCHEDULE 2


                            Participation Agreements



     1)  Participation  Agreement  [ATA 1996 A],  dated as of December  16, 1996
among the Company, as Lessee, Finova Capital Corporation,  as Owner Participant,
First Security Bank, National  Association,  as Owner Trustee,  Wilmington Trust
Company,  as  Indenture  Trustee,  the  Trustee,  the  Other  Trustees,  and the
Subordination Agent

     2)  Participation  Agreement  [ATA 1996 B],  dated as of December  16, 1996
among the Company,  as Lessee,  General Electric Capital  Corporation,  as Owner
Participant,  First  Security  Bank,  National  Association,  as Owner  Trustee,
Wilmington Trust Company, as Indenture Trustee, the Trustee, the Other Trustees,
and the Subordination Agent


<PAGE>








  --

                                                                       EXHIBIT A

                               FORM OF CERTIFICATE


     [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, ANY
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  THREE  YEARS  AFTER THE LATER OF THE
ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE
WAS HELD BY AMERICAN  TRANS AIR,  INC.,  THE TRUSTEE OR ANY  AFFILIATE OF ANY OF
SUCH  PERSONS  RESELL OR OTHERWISE  TRANSFER  THIS  CERTIFICATE  EXCEPT (A) TO A
QUALIFIED  INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT,  (B) INSIDE  THE  UNITED  STATES TO AN  INSTITUTIONAL  ACCREDITED  INVESTOR
ACQUIRING $100,000 OR MORE AGGREGATE  PRINCIPAL AMOUNT OF SUCH CERTIFICATE THAT,
PRIOR TO SUCH  TRANSFER,  FURNISHES  TO THE TRUSTEE A SIGNED  LETTER  CONTAINING
CERTAIN  REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS CERTIFICATE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE),
(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  CONNECTION  WITH ANY
TRANSFER OF THIS CERTIFICATE  WITHIN THREE YEARS AFTER THE LATER OF THE ORIGINAL
ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD
BY AMERICAN TRANS AIR, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS
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
TRUSTEE. 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.]1

     [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.]2


               AMERICAN TRANS AIR, INC. 1996-1B PASS THROUGH TRUST

                                  Pass Through
                           Certificate, Series 1996-1B

                 Issuance Date:  ______________________________

                 Final Legal Distribution Date:  ______________________________


                                    Evidencing a Fractional  Undivided  Interest
                                    in The 1996-1B Trust,  the Property of Which
                                    Includes   Certain   Equipment   Notes  each
                                    secured by Aircraft leased to American Trans
                                    Air, Inc.

Certificate
No.            $                 Fractional Undivided Interest representing
               ___________% of the Trustper $1,000 of Reference Principal Amount

     THIS CERTIFIES THAT  ____________________________,  for value received,  is
the  registered  owner of a  Fractional  Undivided  Interest  in the  amount  of
__________  Dollars  ($___________)  (the "Reference  Principal  Amount") in the
American  Trans  Air  1996-1B  Pass  Through  Trust  (the  "Trust")  created  by
Wilmington Trust Company,  not in its individual  capacity but solely as trustee
(the "Trustee"), pursuant to a Pass Through Trust Agreement dated as of December
16, 1996 (the  "Agreement"),  among 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
1996-1B"  (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 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 1996-1B,  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 1996-1B and (y) the 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 March 26, June 26,  September 26 and December 26 (a "Regular
Distribution Date"), commencing March 26, 1997, 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.

     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.

     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.

     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  Certificates  are issuable  only as  registered  Certificates  without
coupons in minimum  denominations of $100,000 Fractional  Undivided Interest and
integral  multiples of $1,000 in excess thereof except that one  Certificate may
be in a denomination of less than $100,000 that is not a multiple of $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.

     No service  charge  will be made for any such  registration  of transfer or
exchange, but the Trustee shall require payment 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.

     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 BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES.

     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.



<PAGE>


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

                   AMERICAN TRANS AIR, INC.

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


                         By
                         Title:


Dated:




<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




<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 CERTIFICATES
                      EXCEPT PERMANENT OFFSHORE GLOBAL AND
                         OFFSHORE 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
December 27, 1999, 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.

     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 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.



<PAGE>













                                                                      EXHIBIT B

                                 FORM OF CERTIFICATE FOR UNLEGENDED CERTIFICATES

                                                                          [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 Trustee Administration


                    Re:      American Trans Air 1996-1B Pass Through Trust, Pass
                                 Through Trust Certificates (the "Certificates")

Dear Sirs:

     This letter relates to U.S.  $__________  Fractional  Undivided Interest of
Certificates  represented by a Certificate  (the "Legended  Certificate")  which
bears  a  legend   outlining   restrictions   upon  transfer  of  such  Legended
Certificate.  Pursuant  to  Section  3.06 of the Pass  Through  Trust  Agreement
relating  to  the  Certificates  dated  as of  December  16,  1996  (the  "Trust
Agreement"), between American Trans Air, Inc. ("ATA") and you, we hereby certify
that we are (or we will hold such  securities on behalf of) a person outside the
United States to whom the  Certificates  could be transferred in accordance with
Rule 904 of Regulation S promulgated  under the U.S.  Securities Act of 1933, as
amended.  Accordingly,  you  are  hereby  requested  to  exchange  the  legended
certificate for an unlegended  certificate  representing an identical  principal
amount of Certificates, all in the manner provided for in the Trust Agreement.

     You and ATA 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 Certificateholder]


                                                      By:
                                                         Authorized Signature


<PAGE>













                                                                       EXHIBIT C


                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 Trustee Administration


         Re:      American Trans Air 1996-1B Pass Through Trust (the "Trust"),
                  7.64% American Trans Air Pass Through Certificates
                  Series 1996-1B (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 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


<PAGE>













                                                                       EXHIBIT D

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS

                                                                          [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 Trustee Administration


        Re:      American Trans Air 1996-1B Pass-Through Trust (the "Trust"),
                 7.64% American Trans Air Pass Through Certificates Series
                 1996-1B (the "Certificates")


Dear Sirs:

     In  connection  with our proposed  purchase of  $_______________  aggregate
principal amount of the Certificates, we confirm that:

     1. We  understand  that any  subsequent  transfer  of the  Certificates  is
subject to certain  restrictions  and  conditions  set forth in the Pass Through
Trust Agreement dated as of December 16, 1996 relating to the Certificates  (the
"Pass Through Trust  Agreement") and the undersigned  agrees to be bound by, and
not  to  resell,  pledge  or  otherwise  transfer  the  Certificates  except  in
compliance  with,  such  restrictions  and  conditions and the Securities Act of
1933, as amended (the "Securities Act").

     2. We are purchasing  Certificates  having an aggregate principal amount of
not less than  $100,000  and each  account (if any) for which we are  purchasing
Certificates is purchasing  Certificates having an aggregate principal amount of
not less than $100,000.

     3. We understand that the  Certificates  have not been registered under the
Securities Act, and that the  Certificates  may not be offered or sold except as
permitted in the following  sentence.  We agree, on our own behalf and on behalf
of any accounts for which we are acting as hereinafter stated, that if we should
sell any Certificate,  we will do so only (A) in accordance with Rule 144A under
the Securities Act to a "qualified  institutional  buyer" (as defined  therein),
(B) to an institutional  "accredited investor" (as defined below) that, prior to
such  transfer,  furnishes to you and American  Trans Air, Inc., a signed letter
substantially  in the form of this  letter,  (C)  outside  the United  States in
accordance  with Rule 904 of Regulation S under the Securities Act, (D) pursuant
to the exemption  from  registration  provided by Rule 144 under the  Securities
Act, or (E) pursuant to an effective registration statement under the Securities
Act,  and we  further  agree to  provide  to any  person  purchasing  any of the
Certificates  from us a notice advising such purchaser that resales of the Notes
are restricted as stated herein.  We further  understand  that the  Certificates
purchased by us will bear a legend to the foregoing effect.

     4. We understand that, on any proposed resale of any Certificates,  we will
be required to furnish to you and American Trans Air, Inc. such  certifications,
legal  opinions and other  information  as you and American  Trans Air, Inc. may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions.  We further understand that the Certificates  purchased by us will
bear a legend to the foregoing effect.

     5.  We are an  institutional  "accredited  investor"  (as  defined  in Rule
501(a)(1),  (2), (3) or (7) of Regulation D under the  Securities  Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the  Certificates and we
and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.

     6. We are acquiring the Certificates purchased by us for our own account or
for  one or  more  accounts  (each  of  which  is an  institutional  "accredited
investor") as to each of which we exercise sole investment discretion.

     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.

                                                Very truly yours,

                                                [Name of Transferor]


                                                By:
                                                     Authorized Signature


<PAGE>









                                  AMTRAN, INC.


                            AMERICAN TRANS AIR, INC.


                                       and


                            WILMINGTON TRUST COMPANY


                                   as Trustee




                          PASS THROUGH TRUST AGREEMENT



                          Dated as of December 16, 1996


                  American Trans Air 1996-1B Pass Through Trust
           7.64% American Trans Air 1996-1B Pass Through Certificates


<PAGE>


                                                                            Page











                                TABLE OF CONTENTS


                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01. Definitions......................................................2
Section 1.02. Compliance Certificates and Opinions............................12
Section 1.03. Form of Documents Delivered to Trustee..........................13
Section 1.04. Acts of Certificateholders......................................13

                                            ARTICLE II

                                ORIGINAL ISSUANCE OF CERTIFICATES;
                                  ACQUISITION OF EQUIPMENT NOTES

Section 2.01. [Intentionally omitted].........................................15
Section 2.02. Issuance of Certificates; Acquisition of Equipment Notes........15
Section 2.03. Acceptance by Trustee...........................................17
Section 2.04. Limitation of Powers............................................17

                                            ARTICLE III

                                         THE CERTIFICATES

Section 3.01. Title, Form, Denomination and Execution of Certificates.........17
Section 3.02. Restrictive Legends.............................................19
Section 3.03. Authentication of Certificates..................................21
Section 3.04. Transfer and Exchange...........................................21
Section 3.05. Book-Entry Provisions for U.S. Global Certificate and Offshore
               Global Certificates............................................22
Section 3.06. Special Transfer Provisions.....................................23
Section 3.07. Mutilated, Destroyed, Lost or Stolen Certificates...............26
Section 3.08. Persons Deemed Owners...........................................27
Section 3.09. Cancellation....................................................27
Section 3.10. Limitation of Liability for Payments............................27
Section 3.11. Temporary Certificates..........................................27

                                        ARTICLE IV

                                   DISTRIBUTIONS; STATEMENTS TO
                                        CERTIFICATEHOLDERS

Section 4.01. Certificate Account and Special Payments Account................28
Section 4.02. Distributions from Certificate Account and Special Payments
              Account.........................................................28
Section 4.03. Statements to Certificateholders................................30
Section 4.04. Investment of Special Payment Moneys............................31

                                             ARTICLE V

                                            THE COMPANY

Section 5.01. Maintenance of Corporate Existence..............................31
Section 5.02. Consolidation, Merger, Etc......................................31

                                            ARTICLE VI

                                              DEFAULT

Section 6.01. Events of Default...............................................33
Section 6.02. Incidents of Sale of Equipment Notes............................35
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........................................ 36
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......................................................37
Section 6.08. Remedies Cumulative.............................................37
Section 6.09. Undertaking for Costs...........................................38

                                            ARTICLE VII

                                            THE TRUSTEE

Section 7.01. Notice of Defaults..............................................38
Section 7.02. Certain Rights of Trustee.......................................38
Section 7.03. Not Responsible for Recitals or Issuance of Certificates........40
Section 7.04. May Hold Certificates...........................................40
Section 7.05. Money Held in Trust.............................................40
Section 7.06. Compensation and Reimbursement..................................40
Section 7.07. Corporate Trustee Required; Eligibility.........................42
Section 7.08. Resignation and Removal: Appointment of Successor...............42
Section 7.09. Acceptance of Appointment by Successor..........................44
Section 7.10. Merger, Conversion, Consolidation or Succession to Business.....44
Section 7.11. Maintenance of Agencies.........................................45
Section 7.12. Money for Certificate Payments to Be Held in Trust..............46
Section 7.13. Registration of Equipment Notes in Name of Subordination Agent
              Agent...........................................................46
Section 7.14. Representations and Warranties of Trustee.......................47
Section 7.15. Withholding Taxes; Information Reporting........................48
Section 7.16. Trustee's Liens.................................................48
Section 7.17. Preferential Collection of Claims...............................48

                                       ARTICLE VIII

                         CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 8.01. The Company to Furnish Trustee with Names and Addresses of
              Certificateholders..............................................48
Section 8.02. Preservation of Information; Communications to Certificateholders
              ................................................................49
Section 8.03. Reports by Trustee..............................................49
Section 8.04. Reports by the Guarantor and Company............................49

                                            ARTICLE IX

                                      SUPPLEMENTAL AGREEMENTS

Section 9.01. Supplemental Agreements Without Consent of Certificateholders...50
Section 9.02. Supplemental Agreements with Consent of Certificateholders......51
Section 9.03. Documents Affecting Immunity or Indemnity.......................52
Section 9.04. Execution of Supplemental Agreements............................52
Section 9.05. Effect of Supplemental Agreements...............................52
Section 9.06. Conformity with Trust Indenture Act.............................53
Section 9.07. Reference in Certificates to Supplemental Agreements............53

                                             ARTICLE X

                            AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

Section 10.01.   Amendments and Supplements to Indentures and Other Note ......
               Documents......................................................53

                                            ARTICLE XI

                                       TERMINATION OF TRUSTS

Section 11.01.      Termination of the Trust..................................54

                                            ARTICLE XII

                                     MISCELLANEOUS PROVISIONS

Section 12.01. Limitation on Rights of Certificateholders.....................55
Section 12.02. Liabilities of Certificateholders..............................55
Section 12.03. Certificates Nonassessable and Fully Paid......................55
Section 12.04. [Intentionally omitted]........................................55
Section 12.05. Notices........................................................55
Section 12.06. Governing Law..................................................57
Section 12.07. Severability of Provisions.....................................57
Section 12.08. [Intentionally omitted]........................................57
Section 12.09. Effect of Headings and Table of Contents.......................57
Section 12.10. Successors and Assigns.........................................57
Section 12.11. Benefits of Agreement..........................................57
Section 12.12. Legal Holidays.................................................57
Section 12.13. Counterparts...................................................58
Section 12.14. Communication by Certificateholders with Other
               Certificateholders.............................................58

Schedule 1 - Trust Indenture and Security Agreements
Schedule 2 - Participation Agreements

Exhibit A  - Form of Certificate
Exhibit B  - Form of Certificate for Unlegended Certificates
Exhibit C  - Form of Certificate to be Delivered in connection with
             Transfer/Pursuant to Regulation S
Exhibit D  - Form of Certificate to be Delivered in Connection with
             Transfers to Non-QIB Accredited Investors



1   Not to be included on the face of the Permanent Offshore Global Certificate.
2   To be included on the face of each Global Certificate.