2285-03


         American Trans Air, Inc.
         7337 West Washington St.
         Indianapolis International Airport
         Indianapolis, Indiana 46231

     Subject: Flight Crew Training Spare Parts Support

     Reference:  Purchase  Agreement 2285 (the Purchase  Agreement)  between The
Boeing  Company  (Boeing) and American  Trans Air, Inc.  (Customer)  relating to
Model 757-33N aircraft (the Aircraft)

         This Letter Agreement is entered into on the date below, and amends and
         supplements  the  Agreement.  All terms  used but not  defined  in this
         Letter Agreement have the same meaning as in the Agreement.

         DEFINITION OF TERMS:

     FLIGHT CREW  TRAINING:  Flight  training  conducted by Boeing and occurring
immediately following delivery of the Aircraft.

     REMOVED PARTS: Parts removed from an Aircraft during Flight Crew Training.

     REPLACEMENT  PARTS:  Parts taken from Boeing  inventory and installed in an
Aircraft because no Standby Parts are available.

     STANDBY PARTS:  Parts which are owned by Customer and located at Customer's
designated storage area at Boeing to support Flight Crew Training.

     TRAINING  AIRCRAFT:  The Aircraft delivered to Customer and used for Flight
Crew Training.


1.       PROVISIONING OF SPARE PARTS

                  To support  Flight  Crew  Training,  Boeing  agrees to provide
         normal line  maintenance and expendable spare parts at no charge on the
         Training Aircraft; and Customer agrees to provide Standby Parts for the
         Training  Aircraft.  The Standby  Parts list,  including  part numbers,
         exact  quantities  and on-dock dates,  will be  established  during the
         provisioning meeting.

                  If parts other than those discussed above fail on the Training
         Aircraft  during Flight Crew  Training,  Boeing will attempt to provide
         Replacement  Parts  for  those  failed  parts.  If  Boeing is unable to
         provide  Replacement Parts,  Customer will be responsible for providing
         those parts.


2.       DISPOSITION OF REMOVED PARTS

                  With respect to Removed Parts, Boeing may:

     (i) repair such Removed Parts, at no charge to Customer,  and either retain
such parts as Standby  Spare Parts or return the Removed  Parts to Customer,  at
Customer expense;

     (ii) return the Removed Parts to Customer at Customer's expense; or

     (iii)  return  the  Removed  Parts  to  the   manufacturer  for  repair  or
replacement  under such  manufacturer's  warranty.  Upon Boeing's receipt of the
repaired  Removed  Parts or their  replacements,  Boeing may retain such Removed
Parts or their  replacements  as Standby  Parts or return such Removed  Parts or
their replacements to Customer, at Customer's expense.

                  Any Removed Parts returned to Customer, or replacements,  will
         be  accomplished  in  accordance  with any  written  instructions  from
         Customer received by Boeing prior to such return.


3.       REDELIVERY OF STANDBY PARTS

                  Standby Parts not  installed in the Training  Aircraft will be
         redelivered to Customer on board the last aircraft used for Flight Crew
         Training.


4.       NON-PERFORMANCE BY CUSTOMER

                  If Customer's  non-performance  of  obligations in this Letter
         Agreement causes a delay in the Flight Crew Training,  Customer will be
         deemed to have  agreed to any such delay in Flight  Crew  Training.  In
         addition, Boeing will have the right to:

     (i) purchase Standby Spare Parts and invoice Customer for the price of such
Parts and for any necessary adjustment and calibration of such Parts;

     (ii) cancel or reschedule the Flight Crew Training.

     (iii)  invoice  Customer  for any  expenses,  including  but not limited to
ground handling expenses, maintenance costs and storage costs, that are directly
attributable to the delay in the Flight Crew Training.


5.       CUSTOMER WARRANTY

                  Customer  warrants  that  the  Standby  Parts  will  meet  the
         requirements of the Detail  Specification and be in a condition to pass
         Boeing's receiving  inspection and functional test, and if not in a new
         condition, will have an attached FAA Serviceable Parts Tag.


6.       TITLE AND RISK OF LOSS

                  Title to and  risk of loss of any  Standby  Parts  or  Removed
         Parts will remain with  Customer.  Boeing will have only such liability
         for  Standby  Parts and  Removed  Parts as a bailee for mutual  benefit
         would  have,  but will not be liable for loss of use.  For  Replacement
         Parts,  title  will  transfer  to  Customer  at the time  such  part is
         installed on the Training Aircraft.

         Very truly yours,

         THE BOEING COMPANY


         By
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         Its ATTORNEY-IN-FACT
            --------------------------------


         ACCEPTED AND AGREED TO this

         Date:                        , 2000
                ----------------------

         AMERICAN TRANS AIR, INC.


         By
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         Its
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