AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-AAT

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


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                                TABLE OF CONTENTS
                                                                       PAGE
     ARTICLES                                                         NUMBER
     --------                                                         ------

        1.     Subject Matter of Sale                                      1

        2.     Price, Taxes and Payment                                    1

        3.     Regulatory Requirements and Certificates                    3

        4.     Detail Specification; Changes                               4

        5.     Representatives, Inspection, Demonstration Flights,
               Test Data and Performance Guarantee Compliance              4

        6.     Delivery                                                    5

        7.     Excusable Delay                                             5

        8.     Risk Allocation/Insurance                                   7

        9.     Assignment, Resale or Lease                                 8

        10.    Termination for Certain Events                              9

        11.    Notices                                                    10

        12.    Miscellaneous                                              10

     EXHIBITS

         A          Buyer Furnished Equipment Provisions Document

         B          Customer Support Document

         C          Product Assurance Document


APPENDICES

         I          Insurance Certificate

        II          Purchase Agreement Assignment

        III         Post-Delivery Sale Notice

        IV          Post-Delivery Lease Notice

         V          Purchaser's/Lessee's Agreement

        VI          Owner Appointment of Agent - Warranties

        VII         Contractor Confidentiality Agreement


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                AIRCRAFT GENERAL TERMS AGREEMENT NUMBER AGTA-AAT

                                     between

                               The Boeing Company

                                       and

                            American Trans Air, Inc.

                                   Relating to

                                 BOEING AIRCRAFT


                  This Aircraft  General Terms Agreement  Number AGTA-AAT (AGTA)
between The Boeing  Company,  including its  wholly-owned  subsidiary  McDonnell
Douglas Corporation, (Boeing) and American Trans Air, Inc. (Customer) will apply
to all Boeing aircraft contracted for purchase from Boeing by Customer after the
effective date of this AGTA.

Article 1.        Subject Matter of Sale.
                  ----------------------

                  1.1 Aircraft. Boeing will manufacture and sell to Customer and
Customer will purchase  from Boeing  aircraft  under  purchase  agreements  that
incorporate the terms and conditions of this AGTA.

                  1.2 Buyer  Furnished  Equipment.  Exhibit A,  Buyer  Furnished
Equipment  Provisions Document to the AGTA, contains the obligations of Customer
and Boeing with respect to equipment  purchased and provided by Customer,  which
Boeing will receive,  inspect, store, and install in an aircraft before delivery
to Customer. This equipment is defined as Buyer Furnished Equipment (BFE).

                  1.3 Customer Support.  Exhibit B, Customer Support Document to
the AGTA,  contains the  obligations of Boeing relating to Materials (as defined
in Part 3 thereof), training, services, and other things in support of aircraft.

                  1.4 Product  Assurance.  Exhibit C, Product Assurance Document
to the AGTA,  contains the  obligations of Boeing and the suppliers of equipment
installed  in  each  aircraft  at  delivery   relating  to  warranties,   patent
indemnities, software copyright indemnities, and service life policies.

Article 2.        Price, Taxes, and Payment.
                  -------------------------

                  2.1      Price.
                           -----

     2.1.1 Airframe Price is defined as the price of the airframe for a specific
model of  aircraft  described  in a purchase  agreement.  (For  Models  717-200,
737-600,  737-700,  737-800 and 737-900,  the Airframe Price includes the engine
price at its basic thrust level.)

     2.1.2  Optional  Features  Prices are  defined  as the prices for  optional
features  selected by Customer for a specific  model of aircraft  described in a
purchase agreement.

     2.1.3 Engine  Price is defined as the price set by the engine  manufacturer
for a specific  engine to be installed  on the model of aircraft  described in a
purchase agreement (not applicable to Models 717-200,  737-600, 737-700, 737-800
and 737-900).

     2.1.4  Aircraft  Basic Price is defined as the sum of the  Airframe  Price,
Optional Features Prices, and the Engine Price, if applicable.

     2.1.5  Escalation  Adjustment  is  defined as the price  adjustment  to the
Airframe  Price  (which  includes  the basic  engine  price for Models  717-200,
737-600, 737-700 737-800 and 737-900) and the Optional Features Prices resulting
from the calculation  using the economic price formula contained in the Airframe
Escalation Adjustment to the applicable purchase agreement. The price adjustment
to the Engine Price for all other models of aircraft  will be  calculated  using
the economic price formula in the Engine Escalation Adjustment to the applicable
purchase agreement.

     2.1.6 Advance  Payment Base Price is defined as the  estimated  price of an
aircraft  rounded to the nearest thousand  dollars,  as of the date of signing a
purchase  agreement,  for the scheduled month of delivery of such aircraft using
commercial forecasts of the Escalation Adjustment.

     2.1.7 Aircraft Price is defined as the total amount  Customer is to pay for
an  aircraft at the time of  delivery,  which is the sum of the  Aircraft  Basic
Price, the Escalation  Adjustment,  and other price adjustments made pursuant to
the purchase agreement.

                  2.2      Taxes.
                           -----

     2.2.1 Taxes. Taxes are defined as all taxes, fees,  charges,  or duties and
any interest, penalties, fines, or other additions to tax, including, but
not limited to sales, use, value added, gross receipts, stamp, excise, transfer,
and similar taxes imposed by any domestic or foreign taxing  authority,  arising
out  of or in  connection  with  the  performance  of  the  applicable  purchase
agreement or the sale, delivery,  transfer, or storage of any aircraft,  BFE, or
other things furnished under the applicable purchase agreement.  Except for U.S.
federal or California State income taxes imposed on Boeing or Boeing's assignee,
and Washington State business and occupation taxes imposed on Boeing or Boeing's
assignee,  Customer  will be  responsible  for and pay all  Taxes.  Customer  is
responsible for filing all tax returns, reports, declarations and payment of any
taxes related to or imposed on BFE.

     2.2.2  Reimbursement of Boeing.  Customer will promptly reimburse Boeing on
demand, net of additional taxes thereon, for any Taxes
that are  imposed  on and paid by  Boeing  or that  Boeing  is  responsible  for
collecting.



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                  2.3      Payment.
                           -------

     2.3.1 Advance  Payment  Schedule.  Customer  will make advance  payments to
Boeing  for each  aircraft  in the  amounts  and on the dates  indicated  in the
schedule set forth in the applicable purchase agreement.

     2.3.2  Payment at  Delivery.  Customer  will pay any unpaid  balance of the
Aircraft Price at the time of delivery of each aircraft.

     2.3.3  Form of  Payment.  Customer  will  make all  payments  to  Boeing by
unconditional  wire  transfer of  immediately  available  funds in United States
Dollars in a bank account in the United States designated by Boeing.

     2.3.4 Monetary and  Government  Regulations.  Customer is  responsible  for
complying  with all monetary  control  regulations  and for obtaining  necessary
governmental authorizations related to payments.

Article 3.        Regulatory Requirements and Certificates.
                  ----------------------------------------

                  3.1  Certificates.  Boeing will  manufacture  each aircraft to
conform to the appropriate Type Certificate  issued by the United States Federal
Aviation Administration (FAA) for the specific model of aircraft and will obtain
from the FAA and  furnish to Customer  at  delivery  of each  aircraft  either a
Standard  Airworthiness  Certificate or an Export  Certificate of  Airworthiness
issued pursuant to Part 21 of the Federal Aviation Regulations.

     3.2  FAA  or  Applicable   Regulatory   Authority   Manufacturer   Changes.

     3.2.1 A Manufacturer  Change is defined as any change to an aircraft,  data
relating to an aircraft, or testing of an aircraft required by the FAA to obtain
a  Standard  Airworthiness  Certificate,  or by the  country  of  import  and/or
registration to obtain an Export Certificate of Airworthiness.

     3.2.2 Boeing will bear the cost of incorporating  all Manufacturer  Changes
into the aircraft:

     (i) resulting from requirements  issued by the FAA prior to the date of the
Type Certificate for the applicable aircraft;

     (ii) resulting from requirements issued by the FAA prior to the date of
the applicable purchase agreement; and

     (iii) for any aircraft  delivered  during the 18 month  period  immediately
following the date of the applicable purchase agreement  (regardless of when the
requirement for such change was issued by the FAA).

     3.2.3  Customer  will pay  Boeing's  charge  for  incorporating  all  other
Manufacturer Changes into the aircraft,  including all changes for validation of
an aircraft required by any governmental  agency of the country of import and/or
registration.

                  3.3      FAA Operator Changes.
                           --------------------

     3.3.1 An  Operator  Change  is  defined  as a change in  equipment  that is
required by Federal Aviation  Regulations  which (i) is generally  applicable to
transport  category  aircraft to be used in United States certified air carriage
and (ii) the required  compliance  date is on or before the  scheduled  delivery
month of the aircraft.

     3.3.2 Boeing will deliver each aircraft with Operator Changes  incorporated
or, at Boeing's option,  with suitable  provisions for the incorporation of such
Operator Changes, and Customer will pay Boeing's applicable charges.

                  3.4 Export License. If an export license is required by United
States law or regulation  for any aircraft or any other things  delivered  under
the purchase agreement,  it is Customer's  obligation to obtain such license. If
requested,  Boeing will assist Customer in applying for any such export license.
Customer will furnish any required supporting documents.

Article 4.        Detail Specification; Changes.
                  -----------------------------

                  4.1 Configuration Changes. The Detail Specification is defined
as the  Boeing  document  that  describes  the  configuration  of each  aircraft
purchased by Customer. The Detail Specification for each aircraft may be amended
(i) by Boeing to reflect the incorporation of Manufacturer  Changes and Operator
Changes or (ii) by the  agreement of the parties.  In either case the  amendment
will  describe  the  particular  changes  to be made and any  effect on  design,
performance,  weight,  balance,  scheduled delivery month, Aircraft Basic Price,
Aircraft Price, and/or Advance Payment Base Price.

                  4.2 Development  Changes.  Development  Changes are defined as
changes to aircraft that do not affect the Aircraft Price or scheduled  delivery
month, and do not adversely affect guaranteed weight, guaranteed performance, or
compliance with the interchangeability or replaceability  requirements set forth
in the applicable Detail Specification.  Boeing may, at its option,  incorporate
Development Changes into the Detail  Specification and into an aircraft prior to
delivery to Customer.

     4.3 Notices.  Boeing will promptly  notify  Customer of any amendments to a
Detail Specification.

     Article 5. Representatives,  Inspection,  Demonstration  Flights, Test Data
and Performance Guarantee Compliance.

     5.1 Office  Space.  Twelve  months  before  delivery of the first  aircraft
purchased, and continuing until the delivery of the last aircraft on firm order,
Boeing will furnish, free of charge, suitable office space and equipment for the
accommodation  of up to three  representatives  of Customer  in or  conveniently
located near the assembly plant.

     5.2 Inspection. Customer's representatives may inspect each aircraft at any
reasonable  time,  provided such  inspection  does not  interfere  with Boeing's
performance.

     5.3 Demonstration Flights. Prior to delivery, Boeing will fly each aircraft
up to 4 hours to  demonstrate  to Customer  the function of the aircraft and its
equipment  using  Boeing's  production  flight  test  procedures.  Customer  may
designate up to five representatives to participate as observers.

     5.4 Test Data; Performance Guarantee Compliance. Performance Guarantees are
defined  as  the  written  guarantees  in a  purchase  agreement  regarding  the
operational  performance of an aircraft.  Boeing will furnish to Customer flight
test data obtained on an aircraft of the same model to evidence  compliance with
the  Performance  Guarantees.  Performance  Guarantees will be met if reasonable
engineering  interpretations  and  calculations  based on the  flight  test data
establish that the  particular  aircraft  being  delivered  under the applicable
purchase agreement would, if actually flown, comply with the guarantees.

     5.5 Special  Aircraft  Test  Requirements.  Boeing may use an aircraft  for
flight and ground  tests prior to  delivery,  without  reduction in the Aircraft
Price, if the tests are considered necessary by Boeing (i) to obtain or maintain
the Type Certificate or Certificate of Airworthiness for the aircraft or (ii) to
evaluate  potential  improvements that may be offered for production or retrofit
incorporation.

Article 6.        Delivery.
                  --------

     6.1  Notices  of  Delivery  Dates.  Boeing  will  notify  Customer  of  the
approximate delivery date of each aircraft at least 30 days before the scheduled
month of delivery and again at least 14 days before the scheduled delivery date.

     6.2 Place of  Delivery.  Each  aircraft  will be  delivered  at a  facility
selected  by  Boeingin  the same  state as the  primary  assembly  plant for the
aircraft.

     6.3 Bill of Sale. At delivery of an aircraft,  Boeing will provide Customer
a bill of sale conveying good title, free of encumbrances.

     6.4  Delay.  If  Customer  delays  acceptance  of an  aircraft  beyond  the
scheduled  delivery date,  Customer will reimburse Boeing for all costs incurred
by Boeing as a result of the delay.

Article 7.        Excusable Delay.
                  ---------------

     7.1  General.  Boeing  will not be liable  for any  delay in the  scheduled
delivery month of an aircraft or other  performance  under a purchase  agreement
caused by (i) acts of God; (ii) war or armed hostilities;  (iii) government acts
or priorities; (iv) fires, floods, or earthquakes; (v) strikes or labor troubles
causing cessation,  slowdown, or interruption of work; (vi) inability, after due
and timely diligence, to procure materials, systems,  accessories,  equipment or
parts;  or (vii) any other  cause to the extent  such  cause is beyond  Boeing's
control and not occasioned by Boeing's fault or  negligence.  A delay  resulting
from any such cause is defined as an Excusable Delay.

     7.2 Notice.  Boeing will give written  notice to Customer (i) of a delay as
soon as Boeing  concludes  that an aircraft will be delayed beyond the scheduled
delivery  month due to an  Excusable  Delay and,  when known,  (ii) of a revised
delivery month based on Boeing's appraisal of the facts.

     7.3 Delay in Delivery  of Twelve  Months or Less.  If the revised  delivery
month is 12 months or less after the  scheduled  delivery  month,  Customer will
accept such aircraft when tendered for delivery, subject to the following:

     7.3.1 The  calculation  of the Escalation  Adjustment  will be based on the
previously scheduled delivery month.

     7.3.2 The advance payment  schedule will be adjusted to reflect the revised
delivery month.

     7.3.3 All other provisions of the applicable purchase agreement,  including
the BFE on-dock dates for the delayed  aircraft,  are unaffected by an Excusable
Delay.

     7.4 Delay in Delivery of More Than Twelve Months.  If the revised  delivery
month is more than 12 months after the scheduled  delivery  month,  either party
may terminate the  applicable  purchase  agreement with respect to such aircraft
within 30 days of the notice.  If either party does not terminate the applicable
purchase  agreement with respect to such  aircraft,  all terms and conditions of
the applicable purchase agreement will remain in effect.

     7.5 Aircraft Damaged Beyond Repair.  If an aircraft is destroyed or damaged
beyond repair for any reason before delivery, Boeing will give written notice to
Customer specifying the earliest month possible,  consistent with Boeing's other
contractual commitments and production capabilities, in which Boeing can deliver
a  replacement.  Customer will have 30 days from receipt of such notice to elect
to have  Boeing  manufacture  a  replacement  aircraft  under the same terms and
conditions of purchase, except that the calculation of the Escalation Adjustment
will be based upon the scheduled  delivery month in effect  immediately prior to
the date of such notice,  or,  failing such election,  the  applicable  purchase
agreement  will  terminate  with  respect to such  aircraft.  Boeing will not be
obligated  to  manufacture  a  replacement   aircraft  if  reactivation  of  the
production line for the specific model of aircraft would be required.

     7.6  Termination.   Termination  under  this  Article  will  discharge  all
obligations  and liabilities of Boeing and Customer with respect to any aircraft
and all related undelivered Materials (as defined in Exhibit B, Customer Support
Document),  training, services, and other things terminated under the applicable
purchase  agreement,  except  that  Boeing  will  return  to  Customer,  without
interest,  an amount  equal to all advance  payments  paid by  Customer  for the
aircraft.  If Customer  terminates the applicable  purchase  agreement as to any
aircraft,  Boeing may elect,  by written  notice to Customer  within 30 days, to
purchase  from  Customer any BFE related to the  aircraft at the invoice  prices
paid, or contracted to be paid, by Customer.

     7.7  Exclusive  Rights.  The  termination  rights  in this  Article  are in
substitution  for all  other  rights of  termination  or any  claim  arising  by
operation of law due to delays in performance covered by this Article.

Article 8.        Risk Allocation/Insurance.
                  -------------------------

                  8.1      Title and Risk with Boeing.
                           --------------------------

     8.1.1 Boeing's  Indemnification of Customer.  Until transfer of title to an
aircraft to  Customer,  Boeing will  indemnify  and hold  harmless  Customer and
Customer's observers from and against all claims and liabilities,  including all
expenses and attorneys' fees incident  thereto or incident to  establishing  the
right to  indemnification,  for injury to or death of any  person(s),  including
employees of Boeing but not  employees of Customer,  or for loss of or damage to
any property, including an aircraft, arising out of or in any way related to the
operation of an aircraft  during all  demonstration  and test flights  conducted
under the  provisions  of the  applicable  purchase  agreement,  whether  or not
arising in tort or occasioned by the negligence of Customer or any of Customer's
observers.

     8.1.2 Definition of Customer. For the purposes of this Article,  "Customer"
is  defined as American Trans Air, Inc., its divisions,
subsidiaries, affiliates, the assignees of each, and their respective directors,
officers, employees, and agents.

                  8.2      Insurance.
                           ---------

     8.2.1 Insurance Requirements. Customer will purchase and maintain insurance
acceptable to Boeing and will provide a certificate of such insurance that names
Boeing as an  additional  insured  for any and all  claims and  liabilities  for
injury to or death of any person or persons, including employees of Customer but
not employees of Boeing, or for loss of or damage to any property, including any
aircraft,  arising  out  of or in  any  way  relating  to  Materials,  training,
services,  or other things  provided under Exhibit B of the AGTA,  which will be
incorporated by reference into the applicable purchase agreement, whether or not
arising in tort or occasioned by the  negligence of Boeing,  except with respect
to legal  liability  to persons or parties  other than  Customer  or  Customer's
assignees  arising out of an accident  caused  solely by a product  defect in an
aircraft.  Customer will provide such  certificate  of insurance at least thirty
(30) days prior to the scheduled delivery of the first aircraft under a purchase
agreement.  The insurance  certificate will reference each aircraft delivered to
Customer  pursuant  to  each  applicable  purchase  agreement.   Annual  renewal
certificates  will be submitted to Boeing  before the  expiration  of the policy
periods. The form of the insurance  certificate,  attached as Appendix I, states
the terms, limits, provisions, and coverages required by this Article 8.2.1. The
failure of Boeing to demand  compliance  with this 8.2.1 in any year will not in
any way relieve Customer of its obligations hereunder nor constitute a waiver by
Boeing of these obligations.

     8.2.2  Noncompliance  with  Insurance  Requirements.  If Customer  fails to
comply with any of the insurance  requirements of Article 8.2.1 or if any of the
insurers  fails to pay a claim  covered by the  insurance or otherwise  fails to
meet any of insurer's  obligations required by Appendix I, Customer will provide
the same protection to Boeing as that required by Article 8.2.1 above.

     8.2.3  Definition  of Boeing.  For  purposes of this  article,  "Boeing" is
defined  as  The  Boeing  Company,  its  divisions,  subsidiaries,   affiliates,
assignees of each, and their  respective  directors,  officers,  employees,  and
agents.

Article 9.        Assignment, Resale, or Lease.
                  ----------------------------

     9.1 Assignment.  This AGTA and each applicable  purchase  agreement are for
the benefit of the parties  and their  respective  successors  and  assigns.  No
rights or duties of either party may be assigned or delegated,  or contracted to
be assigned or delegated,  without the prior written consent of the other party,
except:

     9.1.1  Either  party may  assign its  interest  to a  corporation  that (i)
results from any merger,  reorganization,  or acquisition of such party and (ii)
acquires substantially all the assets of such party;

     9.1.2 Boeing may assign its rights to receive money; and

     9.1.3  Boeing may  assign any of its rights and duties to any  wholly-owned
subsidiary of Boeing.

     9.1.4  Boeing may assign any of its rights and duties with  respect to Part
1, Articles 1, 2, 4 and 5 of Exhibit B, Customer  Support  Document to the AGTA,
to FlightSafety Boeing Training International L.L.C.

     9.2 Transfer by Customer at Delivery. Boeing will take any requested action
reasonably required for the purpose of causing an aircraft, at time of delivery,
to  be  subject  to  an  equipment  trust,  conditional  sale,  lien,  or  other
arrangement for Customer to finance the aircraft.  However,  no such action will
require  Boeing to divest itself of title to or possession of the aircraft until
delivery of and payment for the aircraft. A sample form of assignment acceptable
to Boeing is attached as Appendix II.

     9.3 Sale or Lease by Customer After Delivery.  If, following delivery of an
aircraft,  Customer  sells  or  leases  the  aircraft  (including  any  sale and
lease-back for financing purposes), all of Customer's rights with respect to the
aircraft  under the applicable  purchase  agreement will inure to the benefit of
the purchaser or lessee of such aircraft, effective upon Boeing's receipt of the
written  agreement of the purchaser or lessee, in a form satisfactory to Boeing,
to comply with all applicable  terms and  conditions of the applicable  purchase
agreement.  Sample  forms of  agreement  acceptable  to Boeing are  attached  as
Appendices III and IV.

     9.4 Notice of Sale or Lease After  Delivery.  Customer  will give notice to
Boeing as soon as practicable of the sale or lease of an aircraft,  including in
the notice the name of the entity or entities  with title and/or  possession  of
such aircraft.

     9.5 Exculpatory  Clause in  Post-Delivery  Sale or Lease. If, following the
delivery of an aircraft, Customer sells or leases such aircraft and obtains from
the transferee any form of exculpatory clause protecting Customer from liability
for  loss  of  or  damage  to  the  aircraft,   and/or  related   incidental  or
consequential  damages,  including without  limitation loss of use, revenue,  or
profit,  Customer shall obtain for Boeing the  purchaser's  or lessee's  written
agreement  to be bound by terms  and  conditions  substantially  as set forth in
Appendix  V. This  Article  9.5  applies  only if  purchaser  or lessee  has not
provided to Boeing the written agreement described in Article 9.3 above.

     9.6 Appointment of Agent - Warranty Claims.  If,  following  delivery of an
aircraft,  Customer  appoints  an  agent to act  directly  with  Boeing  for the
administration  of  claims  relating  to the  warranties  under  the  applicable
purchase agreement,  Boeing will deal with the agent for that purpose, effective
upon Boeing's receipt of the agent's written  agreement,  in a form satisfactory
to Boeing,  to comply with all applicable terms and conditions of the applicable
purchase agreement.  A sample form of agreement acceptable to Boeing is attached
as Appendix VI.

     9.7 No Increase in Boeing Liability.  No action taken by Customer or Boeing
relating to the resale or lease of an aircraft or the  assignment  of Customer's
rights  under the  applicable  purchase  agreement  will  subject  Boeing to any
liability beyond that in the applicable  purchase agreement or modify in any way
Boeing's obligations under the applicable purchase agreement.

Article 10.       Termination of Purchase Agreements for Certain Events.
                  -----------------------------------------------------

                  10.1     Termination.  If either party

                           (i) ceases  doing  business  as a going  concern,  or
                           suspends  all  or  substantially   all  its  business
                           operations, or makes an assignment for the benefit of
                           creditors,  or  generally  does not pay its  debts as
                           they become  due, or admits in writing its  inability
                           to pay its debts; or

                           (ii)  petitions for or acquiesces in the  appointment
                           of  any  receiver,  trustee  or  similar  officer  to
                           liquidate or conserve its business or any substantial
                           part of its assets;  commences  any legal  proceeding
                           such as bankruptcy,  reorganization,  readjustment of
                           debt,  dissolution,  or liquidation available for the
                           relief of financially  distressed debtors; or becomes
                           the  object  of  any  such  proceeding,   unless  the
                           proceeding is dismissed or stayed within a reasonable
                           period, not to exceed 60 days,

the other  party may  terminate  any  purchase  agreement  with  respect  to any
undelivered aircraft, Materials,  training, services, and other things by giving
written notice of termination.

     10.2 Repayment of Advance Payments.  If Customer  terminates the applicable
purchase  agreement under this Article,  Boeing will repay to Customer,  without
interest,  an amount  equal to any  advance  payments  received  by Boeing  from
Customer with respect to undelivered aircraft.



<PAGE>


Article 11.       Notices.
                  -------

                  All  notices  required  by  this  AGTA  or by  any  applicable
purchase agreement will be in English, will be effective on the date of receipt,
and  will be  transmitted  by any  customary  means  of  written  communication,
addressed as follows:

                    Customer:          American Trans Air, Inc.
                                       7337 West Washington Street
                                       Indianapolis, IN 46231
                                       U.S.A.

                                       Attention:        Treasurer


                    Boeing:            Boeing Commercial Airplane Group
                                       P.O. Box 3707
                                       Seattle, Washington  98124-2207
                                       U.S.A.

                                       Attention:     Vice President - Contracts
                                                      Mail Code 21-34


Article 12.       Miscellaneous.
                  -------------

     12.1  Government  Approval.  Boeing and Customer  will assist each other in
obtaining   any   governmental   consents  or   approvals   required  to  effect
certification and sale of aircraft under the applicable purchase agreement.

     12.2 Headings.  Article and paragraph headings used in this AGTA and in any
purchase  agreement are for  convenient  reference  only and are not intended to
affect the interpretation of this AGTA or any purchase agreement.

     12.3  GOVERNING  LAW.  THIS  AGTA  AND  ANY  PURCHASE   AGREEMENT  WILL  BE
INTERPRETED  UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON,  U.S.A.,
EXCEPT  THAT  WASHINGTON'S  CHOICE OF LAW RULES  SHALL  NOT BE  INVOKED  FOR THE
PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.

     12.4 Waiver/Severability.  Failure by either party to enforce any provision
of this AGTA or any purchase agreement will not be construed as a waiver. If any
provision  of this AGTA or any  provision  of any  purchase  agreement  are held
unlawful or  otherwise  ineffective  by a court of competent  jurisdiction,  the
remainder  of the AGTA or the  applicable  purchase  agreement  will  remain  in
effect.

     12.5  Survival  of  Obligations.  The  Articles  and  Exhibits of this AGTA
including but not limited to those relating to insurance, DISCLAIMER AND RELEASE
and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES will survive termination or
cancellation of any purchase agreement or part thereof.

     12.6 AGTA  Changes.  The  intent of the AGTA is to  simplify  the  standard
contracting  process for terms and conditions  which are related to the sale and
purchase of all Boeing  aircraft.  This AGTA has been mutually  agreed to by the
parties as of the date indicated below. From time to time the parties may elect,
by mutual agreement to update,  or modify the existing  articles as written.  If
such  changes are made,  any existing  executed  Purchase  Agreement(s)  will be
governed by the terms and conditions of the Revision level of the AGTA in effect
based on the date of the executed Purchase Agreement.


DATED AS OF
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American Trans Air, Inc.                                      THE BOEING COMPANY


By                                                            By
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Its                                                          Its
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