FN>


                               FINANCING AGREEMENT




                  This  FINANCING  AGREEMENT  (this  "Agreement"),  dated  as of
December  13,  2000,  is entered into by and between  AMERICAN  TRANS AIR,  INC.
("ATA"),  an Indiana  corporation,  and  GENERAL  ELECTRIC  CAPITAL  CORPORATION
("GECC"), a New York corporation.


                  WHEREAS,  ATA and GECC wish to set forth  their  understanding
regarding the leveraged lease  financings or single investor lease financings of
(Confidential Material Omitted) new Boeing B737-800 aircraft, each equipped with
two CFM56-7 engines  (collectively,  the "Aircraft") to be delivered pursuant to
the Purchase  Agreement No. 2262 dated as of June 30, 2000, as amended,  between
ATA and The Boeing  Company  (the "ATA  Purchase  Contract")  or pursuant to the
Purchase Agreement No. 1905 dated as of April 25, 1996, as amended, between GECC
and The Boeing Company (the "GE Purchase  Contract"  and,  together with the ATA
Purchase Contract, the "Purchase Contracts"); and


                  WHEREAS, in furtherance  thereof,  ATA and GECC wish to commit
to execute and deliver  certain agreed  documents  relating to such financing of
each  Aircraft on or before the date (the "Tender  Date") that such  Aircraft is
tendered  for  delivery  by The Boeing  Company  under the  applicable  Purchase
Contract  (which  date  will,  if  the  closing  of  the  applicable   financing
transaction  as described  herein  occurs on such date, be the Delivery Date for
such Aircraft).


                  NOW, THEREFORE, the parties hereto agree as follows:

     1. Leveraged Transactions. (a) ATA and GECC agree to enter into a leveraged
lease  financing  transaction,  on and  subject  to  the  terms  and  conditions
described  herein  (a  "Leveraged  Transaction"),  with  respect  to each of the
(Confidential  Material  Omitted)  Aircraft  identified  on Exhibit A (the "Firm
Aircraft").

     (b) (Confidential Material Omitted).

     (c) Each of the Firm Aircraft.  (Confidential Material Omitted) is referred
to herein as a "Leveraged Aircraft".


<PAGE>



                                      - 7 -

2.  Single-Investor  Transactions.  ATA and GECC  agree  to enter  into a single
investor lease financing transaction, on and subject to the terms and conditions
described   herein  (a  "SIL   Transaction"),   with  respect  to  each  of  the
(Confidential  Material  Omitted)  Aircraft  identified  on  Exhibit B (the "SIL
Aircraft").  The SIL Transactions and the Leveraged Transactions are referred to
collectively as the "Transactions".

3.  Leveraged  Documents.  Attached as Exhibit C are the forms of the agreements
and other documents (collectively,  the "Leveraged Documents") which the parties
have  negotiated  and  agreed  to  utilize  to  effect  each  of  the  Leveraged
Transactions.  Capitalized  terms used in this Agreement  without  definition in
relation to the Leveraged  Transactions shall have the meanings set forth in the
Leveraged Documents.  Subject to the terms and conditions of this Agreement, ATA
agrees that, on or before the Tender Date of each Leveraged Aircraft,  it shall,
with respect to such Aircraft,  (a) execute and deliver,  as Lessee, each of the
Leveraged Documents to which Lessee is to be a party as provided therein and (b)
procure that the parties  identified  therein as Owner  Trustee and as Mortgagee
and Loan Participant,  respectively (or other institutions reasonably acceptable
to  GECC)  execute  and  deliver  the  applicable  Leveraged  Documents  in such
capacities.  GECC agrees that, on the Tender Date of each Leveraged Aircraft, it
shall (or shall cause an Affiliate  that is a Permitted  Institution  to),  with
respect to such Aircraft, execute and deliver, as Owner Participant, each of the
Leveraged  Documents  to which  Owner  Participant  is to be  party as  provided
therein.


                  The  parties  agree  that  the  Leveraged  Documents  for each
  Leveraged  Aircraft  shall be in the form set forth in  Exhibit  C,  except as
  modified only to  incorporate  (a) the Delivery Date (and other dates measured
  with reference thereto),  serial numbers and registration number applicable to
  such Aircraft;  (b) the actual Lessor's Cost, as determined in accordance with
  Section 5 below;  (c) the Actual  Pricing,  as determined  in accordance  with
  Section 6 below;  (d) changes to reflect the terms of the Debt  Financing,  to
  the extent  agreed by the parties,  as  contemplated  in Section 7 below;  (e)
  changes,  if requested by GECC, to effect a like kind exchange as described in
  Exhibit E; and (f) the actual  Payment  Dates  (which will  correspond  to the
  interest payment dates under the Debt Financing).

4. SIL  Documents.  Attached as Exhibit D are the forms of agreements  and other
documents (collectively,  the "SIL Documents") which the parties have negotiated
and agreed to utilize to effect each of the SIL Transactions.  Capitalized terms
used in this Agreement  without  definition in relation to the SIL  Transactions
shall have the meanings set forth in the SIL Documents. Subject to the terms and
conditions  of this  Agreement,  ATA agrees that, on the Tender Date of each SIL
Aircraft, it shall (a) execute,  deliver and perform, as Lessee, each of the SIL
Documents to which  Lessee is to be a party as provided  therein and (b) procure
that the party  identified  therein as Owner  Trustee  (or  another  institution
reasonably  acceptable to GECC) execute and deliver the applicable SIL Documents
in such capacity.  GECC agrees that, on the Tender Date of each SIL Aircraft, it
shall  (or  shall  cause a  Permitted  Institution  to),  with  respect  to such
Aircraft,  execute,  deliver and perform, as Owner Participant,  each of the SIL
Documents to which Owner Participant is to be a party as provided therein.


                  The parties agree that the SIL Documents for each SIL Aircraft
shall  be in the form set  forth  in  Exhibit  D,  except  as  modified  only to
incorporate  (a) the  Delivery  Date (and other dates  measured  with  reference
thereto),  serial numbers and registration  number  applicable to such Aircraft;
(b) the actual  Lessor's Cost, as determined in accordance with Section 5 below;
(c) the Actual Pricing,  as determined in accordance  with Section 6 below;  (d)
changes,  if requested by GECC,  to effect a like kind  exchange as described in
Exhibit E; and (e) the actual Payment  Dates;  provided that with respect to the
Aircraft  identified  on  Exhibit  B as "GE  Purchase  Contract"  aircraft,  the
additional changes described in Exhibit F shall be made.

5. Lessor's Cost. In the Pricing Assumptions,  Lessor's Cost has been assumed to
be (Confidential  Material  Omitted) for each Aircraft to be delivered under the
ATA Purchase Contract and  (Confidential  Material Omitted) for each Aircraft to
be delivered  under the GE Purchase  Contract.  Lessor's  Cost for each Aircraft
shall be  adjusted  to be equal to the sum of (a) the actual  purchase  price of
such  Aircraft  under the  applicable  Purchase  Contract  (including  any price
escalation provided for therein) and (b) capitalized interest.

6. Pricing. (a) The Basic Rent payments and allocations, Stipulated Loss Values,
Termination  Values  and  EBO  Price  (collectively,  the  "Pricing")  for  each
Aircraft,  based on the pricing assumptions set forth in Exhibit G (the "Pricing
Assumptions"),  are set  forth in  Exhibit  H (the  "Assumed  Pricing")  for the
Leveraged  Aircraft  and the  SIL  Aircraft  respectively.  The  actual  Pricing
("Actual  Pricing") for each Aircraft  will be the Assumed  Pricing  adjusted as
provided in the following provisions of this Section 6.


                    (b) The Net  Economic  Return  shall be adjusted by changing
the net after-tax book yield component thereof to reflect any difference between
(1)  (Confidential  Material  Omitted) as quoted on the  (Confidential  Material
Omitted)  page (ask side  based on a 30/360  day  convention)  as of the  second
Business Day prior to the Delivery Date and (2) (Confidential Material Omitted).


                    (c) The Assumed  Pricing shall be  recalculated  (upwards or
downwards)  as of the  Delivery  Date by GECC,  in order to (i) maintain the Net
Economic  Return  (adjusted  as  provided  in Secton 6(b) above) and (ii) to the
extent possible consistent with clause (i), to minimize the Net Present Value of
Rents to Lessee, to reflect (A) any change in:

     (1) the Delivery  Date;  (2) the amount of Lessor's Cost; (3) the amount of
Transaction  Expenses;  or (4) in respect  of the  Leveraged  Transactions,  the
original  principal amount,  interest rate or amortization  schedule of the Debt
Financing from that set forth in the Pricing Assumptions; (Confidential Material
Omitted)and (C) any Change in Tax Law enacted, adopted, issued or (to the extent
described as a "proposed change" in the following definition of a "Change in Tax
Law") proposed on or prior to the Delivery  Date.  "Change in Tax Law" means (i)
any change, or any proposed change that has a proposed effective date that is on
or prior to the Delivery  Date,  in the Code  (provided  that,  in the case of a
proposed change in the Code, such change must have been "reported  favorably" by
the House Ways and Means  Committee  or the  Senate  Finance  Committee)  or the
Treasury  Regulations  (provided  that, in the case of a proposed  change in the
Treasury Regulations, such change must have been issued by the Department of the
Treasury)  or (ii) any  change  in the  interpretation  of the Code or  Treasury
Regulations in a decision by the United States Supreme Court,  the United States
Tax Court,  the United States Court of Claims or any of the United States Courts
of Appeal or  District  Courts,  or any  issuance of a revenue  ruling,  revenue
procedure or any pronouncement by the Internal Revenue Service or the Department
of the  Treasury  (other than a change in the  alternative  minimum tax or other
change that results in Owner  Participant's being subject to alternative minimum
tax or unable to use all tax benefits  because of its particular tax situation).
Subject to the following  paragraph,  in the event of any such proposed  change,
the parties  hereto shall  cooperate in order to determine the  methodology  for
taking into account in such recalculation the effect of such proposed change.


Any  such  recalculation  shall be  prepared  by GECC,  in  compliance  with the
provisions  of ss.  3.2.1(e)  of the Lease and  subject to  verification  in the
manner  provided  in  ss.  3.2.1(d)  of the  Lease,  on the  basis  of the  same
methodology  and assumptions  used by GECC in determining  the Assumed  Pricing,
except as such  assumptions have been modified to reflect the events giving rise
to such  recalculation and taking into account the law applicable at the time of
such recalculation (and, in respect of the EBO Price, subject to the constraints
set forth in ss. 3.2.1(b)(3) of the Lease). All recalculations (1) shall be made
so as to avoid  characterization  of the Lease as a  "disqualified  leaseback or
long-term agreement" within the meaning of Code ss. 467 and Treasury Regulations
thereunder and (2) shall be in compliance  with the  requirements of ss.4(1) and
ss. 4(6) of Revenue Procedure 75-21 and ss.ss.  4.02(5),  4.07(1) and 4.07(2) of
Revenue Procedure 75-28. In connection with any such  recalculations to payments
and allocations of Basic Rent,  appropriate  corresponding  adjustments shall be
made to the percentages set forth on the Schedules of Stipulated Loss Values and
Termination  Values in the  columns  headed  "Deferred  Basic Rent  Amount"  and
"Prepaid Basic Rent Amount."

     (d) In the  event  that  any  adjustment  to the  Pricing  for an  Aircraft
occasioned  by a Change In Tax Law  pursuant to clause (B) of Section 6(c) would
cause the Net  Present  Value of Rents (as defined in the  applicable  Lease) to
increase by more than (Confidential Material Omitted) in the case of an Aircraft
delivered under the GE Purchase  Contract or (Confidential  Material Omitted) in
the case of an  Aircraft  delivered  under the ATA  Purchase  Contract,  ATA may
terminate  this  Agreement  with respect to such  Aircraft by written  notice to
GECC, unless GECC, in its sole discretion, by written notice to ATA given within
four Business  Days after ATA gives such  termination  notice,  agrees to revise
such  adjustment  so that such present  value  increase  shall be  (Confidential
Material Omitted) or (Confidential Material Omitted),  respectively, or less. If
ATA  terminates  this  Agreement  with respect to any Aircraft  pursuant to this
Section 6(d), ATA shall not effect any lease or other financing of such Aircraft
that would reflect a Net Present Value of Rents (or the equivalent)  equal to or
greater  than the Net  Present  Value of Rents that  would  have  applied in the
transaction contemplated by this Agreement with respect to such Aircraft.

                  (e) In the event that any  recalculation  pursuant  to Section
6(c) results in a "back-ended  rent profile" for purposes of ss. 467 of the Code
and the Treasury Regulations thereunder, (i) the (Confidential Material Omitted)
requirement set forth in clause (A) of the definition of "Applicable Percentage"
shall apply to the first two Renewal  Terms,  and (ii) the provisions of Section
17 of the Lease shall be modified accordingly.

     (Confidentail Material Omitted)



8. Dates.  ATA shall give to GECC not less than five Business Days' prior notice
of the  scheduled  Delivery  Date of each  Aircraft,  provided that ATA shall be
entitled  to postpone  the  scheduled  Delivery  Date for an Aircraft by written
notice  to GECC  given  at any  time  prior  to 2:00 PM (New  York  time) on the
scheduled  Delivery  Date for such  Aircraft,  which  notice  may  specify a new
scheduled  Delivery  Date  on  a  subsequent   Business  Day.  If  notice  of  a
postponement does not specify a new scheduled Delivery Date, ATA shall give GECC
not less than two Business Days' notice of the new scheduled  Delivery Date with
respect to such Aircraft.

9. Return of Funds. If the closing of a Transaction  with respect to an Aircraft
fails to occur on the  scheduled  Delivery  Date and GECC  shall have made funds
available for such closing, ATA shall cause such funds to be returned to GECC in
immediately  available  funds by 3:30  p.m.  (New York  time) on such  scheduled
Delivery Date, unless GECC shall have agreed otherwise in writing.

10. Expenses. If the applicable Transaction with respect to an Aircraft fails to
close for any reason prior to the  termination  of this  Agreement,  pursuant to
Section 12 below,  ATA will pay all fees and expenses  (including the reasonable
legal fees and  expenses of GECC's  counsel)  incurred in  connection  with such
Transaction;  provided  that if the  Transaction  fails to close by  reason of a
breach  by  GECC  of its  obligations  under  this  Agreement  or by  the  Owner
Participant  of  any of  its  obligations  under  the  applicable  Participation
Agreement,  GECC  shall  pay  all  reasonable  fees  and  expenses  incurred  in
connection  with such  Transaction  (including  the  reasonable  legal  fees and
expenses of ATA's  counsel)  but  excluding  in any event any fees and  expenses
related to the Debt Financing.

11.  Conditions.

 (a) The obligation of GECC to participate in the  Transactions
with respect to each Aircraft as contemplated by this Agreement shall be subject
to the fulfillment or the waiver by GECC, on or before the Delivery Date of such
Aircraft,  of the conditions set forth in ss. 5.1 (except subsections 5.1.15 and
5.1.16 thereof) of the applicable  Participation  Agreement with respect to such
Transaction and the further conditions that (Confidential Material Omitted) (ii)
the Delivery  Date for such  Aircraft  shall have occurred on or before the date
contemplated  by clause  (ii) of Section 12 hereof  and  (Confidential  Material
Omitted).


     (b) The obligations of ATA to participate in the  Transaction  with respect
to each Aircraft as  contemplated  by this Agreement shall be subject to (i) the
satisfaction, or waiver by ATA, on or before the Delivery Date of such Aircraft,
of the conditions set forth in ss. 5.4 of the applicable Participation Agreement
and (ii) with respect to the Leveraged  Transactions,  the agreement of GECC and
the debt  providers on debt/equity  matters (to the extent  different from those
reflected  in the  form of  Mortgage  included  in  Exhibit  C) by the  date set
contemplated by clause (ii) of Section 12 hereof.

     12. Termination.  The obligations of ATA and GECC under this Agreement with
respect to any Aircraft shall  terminate and be of no further force or effect on
the earlier of (i) the consummation of the  Transactions  with respect to all of
the  Aircraft and (ii) the Outside Date (as defined  below)  applicable  to such
Aircraft,  provided that the obligations of ATA and GECC under Section 10 hereof
shall survive, and remain in full force and effect following, the termination of
this  Agreement.  For purposes of this Section 12, "Outside Date" means December
31, 2002 with respect to the Firm  Aircraft and the SIL  (Confidential  Material
Omitted) (such date, in each case, the "Expiry Date"),  provided that if a labor
strike or similar  event occurs at The Boeing  Company  prior to the  applicable
Expiry  Date and such  strike or event  causes  the date of  delivery  under the
Purchase Agreement in respect of any of the Aircraft to be delayed, the "Outside
Date"  shall be deemed to mean the  earlier  of (x) the date which  follows  the
applicable  Expiry  Date by the  number of days  that  such  strike or event has
continued  in effect and (y) the date which is six months  after the  applicable
Expiry Date.

     13. Related  Matters.  (a) Upon execution and delivery of this Agreement by
ATA, GECC shall return to ATA the letter of credit provided by ATA in connection
with  leveraged  lease  transaction  [ATA 1996 B]  covering  the Boeing  757-23N
aircraft having manufacturer's serial number 27974 and shall execute and deliver
an appropriate amendment to the Participation Agreement dated as of December 16,
1996 in such  transaction  releasing  ATA from the  provisions  of Section 8(ee)
thereof that require such letter of credit.

                  (Confidential Material Omitted)

     14. GE Purchase  Contract.  GECC confirms that the purchase  price for each
Aircraft to be delivered under the GE Purchase Contract (with the specifications
set forth in Boeing Detail Specification Ref. (Confidential Material Omitted)

                  GECC agrees that it will not, in respect of any Aircraft  that
is subject to this Agreement,  further amend the price,  specifications or other
terms of the GE Purchase  Contract  without  ATA's  written  consent.  GECC also
agrees that it will agree to reasonable  change orders and  amendments to the GE
Purchase  Contract,  with  respect  to any  Aircraft  that  is  subject  to this
Agreement, that are requested by ATA and accepted by the Boeing Company.

     15. Entire Agreement.  This Agreement,  as of the date hereof,  constitutes
the entire  agreement of the parties  hereto with respect to the subject  matter
hereof,  and  all  prior  understandings,  written  or oral  (including  without
limitation  the letter of intent  dated May 3, 2000 insofar as it relates to the
Aircraft),  between the parties  hereto with respect to such subject  matter are
hereby superseded in their entireties.

     16. Notices. All notices and other communications contemplated hereby shall
be in writing and shall be effective when delivered  addressed to a party at its
address or facsimile  number set forth under its  signature  hereto,  or to such
other address or facsimile number as any such party shall specify.

     17.  Miscellaneous.  This  Agreement  may  be  executed  in any  number  of
counterparts,  and each fully-executed counterpart of this Agreement shall be an
original and all of such counterparts  together shall constitute one instrument.
Neither this Agreement nor any of the terms hereof may be amended, supplemented,
waived or modified  orally,  but only by an instrument in writing  signed by the
party against which the  enforcement  of the  amendment,  supplement,  waiver or
modification  is sought.  The  parties  intend  that this  Agreement  shall be a
binding  agreement  with  respect to matters  set forth  herein.  The rights and
obligations  of the parties  hereto shall not be  assignable,  and any purported
assignment shall be voided.

     18.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance  with, the laws of the State of New York applicable to contracts made
and to be performed wholly within such State.

<PAGE>






                  IN WITNESS  WHEREOF,  the parties have  executed and delivered
this Agreement as of the date first written above.


                     AMERICAN TRANS AIR, INC.

                     By:  ____________________________
                              Name:
                              Title:

                       Address:        7337 West Washington Street
                                       Indianapolis, IN  46231

                       Attention:      Treasurer

                       Facsimile:      317-240-7091




                     GENERAL ELECTRIC CAPITAL CORPORATION

                     By:  ____________________________
                              Name:
                              Title:

                       Address:   201 High Ridge Road
                                  Stamford, CT 06927

                       Attention: Contracts Leader

                       Facsimile: 203-357-3201


<PAGE>





                                                                       Exhibit A

                               Leveraged Aircraft



  Aircraft Under ATA Purchase Contract        Month of Scheduled Delivery


 (Confidential Material Omitted)


<PAGE>


     Exhibit B
                         Single-Investor Lease Aircraft



     Aircraft Under ATA Purchase Contract     Month of Scheduled Delivery

     (Confidential Material Omitted)



     Aircraft Under GE Purchase Contract

     (Confidential Material Omitted)


<PAGE>


                                                                     Exhibit B-1


 (Confidential Material Omitted)







<PAGE>


                                                                       Exhibit C


                            Leveraged Lease Documents


                  Attached are forms of the following Leveraged Documents:


                  1.  Participation Agreement (including Annex A - Definitions)

                  2.  Lease

                  3.  Trust Agreement

                  4.  Tax Indemnity Agreement

                  5.  Guarantee

                  6.  Purchase Agreement Assignment

                  7.  Consent and Agreement

                  8.  Mortgage and Equipment Notes




<PAGE>


                                                                       Exhibit D


                         Single-Investor Lease Documents



                  Attached  are forms of the  following  Single  Investor  Lease
                  Documents:


                  1.  Participation Agreement (including Annex A - Definitions)

                  2.  Lease

                  3.  Trust Agreement

                  4.  Tax Indemnity Agreement

                  5.  Guarantee

                  6.  Purchase Agreement Assignment

                  7.  Consent and Agreement





<PAGE>


                                                                       Exhibit E

                               Like Kind Exchange

The Owner  Participant may elect,  with respect to any of the Aircraft,  to fund
its equity  investment  pursuant to a like kind  exchange  arranged by the Owner
Participant  with a qualified  intermediary.  If such an  election is made,  the
following new ss. 10.3 will be added to the applicable Participation Agreement:

         "10.3    Like Kind Exchange

                      Notwithstanding  anything to the contrary contained in any
              of the Operative Agreements,  upon notice to Lessee, each of Owner
              Trustee's  and  Owner  Participant's  rights  (but  not any of its
              obligations  other than the obligation to pay Owner  Participant's
              Commitment  for the Aircraft)  under this Agreement to acquire the
              Aircraft may be assigned to [the  Intermediary] in connection with
              a like kind  exchange  under Section 1031 of the Code and pursuant
              to the Like Kind  Exchange  Documents (as defined in Schedule 3 to
              this  Agreement).  Notwithstanding  the  first  sentence  of  this
              Section 10.3, Owner  Participant  shall be responsible to make its
              Commitment  available in  accordance  with the  provisions of this
              Agreement  if the  Intermediary  fails  to  make  such  Commitment
              available,  and  any  such  assignment  shall  not  release  Owner
              Participant  or  Owner  Trustee  from  any  of  their   respective
              obligations hereunder or under any other Operative Agreement.  Any
              Lessor  Lien  attributable  to the  Intermediary  shall be  deemed
              attributable  to Owner  Participant  for purposes of the Operative
              Agreements."

The Like Kind Exchange Documents will consist of the following:

     1.  Assignment  and Acceptance  Replacement  Property  Contract,  dated the
Delivery Date, among Owner Participant, Owner Trustee and Intermediary.

     2. Notice of  Assignment  to Qualified  Intermediary  of Certain  Rights in
Participation  Agreement and Purchase  Agreement,  dated the Delivery Date, from
Owner Participant and Owner Trustee,  with  acknowledgment of receipt by Lessee,
Manufacturer, Mortgagee and Loan Participant.

     3.   Direction  of  Title   Transfer  dated  the  Delivery  Date  from  the
Intermediary and acknowledged and agreed by Lessee and Manufacturer.

     4.  Reassignment and Reacceptance  Replacement  Property Contract dated the
Delivery  Date among the  Intermediary,  Owner  Participant  and Owner  Trustee,
acknowledged by Lessee and Manufacturer.

The Owner Participant shall indemnify Lessee, on a net after-tax basis,  against
any obligation,  liability,  loss or expense  (including legal fees) of any kind
that Lessee pays or incurs as a result of any  like-kind  exchange  described in
this Exhibit E, and such like-kind exchange shall be excluded from the indemnity
obligations of Lessee under the applicable transaction documents.

ATA shall not be required  to adjust the timing of  delivery of any  Aircraft in
order to permit GECC to effect any such like-kind exchange.


<PAGE>


                                                                       Exhibit F


                          GE PURCHASE CONTRACT AIRCRAFT



                  The  Purchase   Agreement   Assignment  and  the  Consent  and
Agreement,  as set  forth  in  Exhibit  D,  with  respect  to the  SIL  Aircraft
identified  on Exhibit B as Aircraft  under the GE Purchase  Contract,  shall be
modified to reflect the fact that GECC,  rather than ATA, is the purchaser under
the GE  Purchase  Contract  and will be the party  assigning  rights  under that
contract  to the Owner  Trustee,  and  references  thereto in the  Participation
Agreement shall be modified accordingly.



<PAGE>


                                                                       Exhibit G


                               Pricing Assumptions



                                                    SIL Transactions

                         Leveraged       ATA                 GE
Assumptions              Transactions    Purchase Contract   Purchase Contract

1.  Delivery Date                   (Confidential Material Omitted)

2.  Lessor's Cost
      ($ million)

3.  Transaction
    Expenses
    (% of Lessor's
    Cost)

4.  Basic Lease Term

5.  Tax Rate

(Confidential Material
Omitted)

7.  Foreign Source
       Usage

8.  Pricing Files


<PAGE>






                                                                       Exhibit H


                                 Assumed Pricing


The Assumed Pricing consists of the following:

                  For the Leveraged Aircraft:

1.       Basic Rent Payments:

                         As set forth in Exhibit H-1

2.       Basic Rent Allocations:

                         As set forth in Exhibit H-2

                         (Confidential Material Omitted)

5.       Termination Values:

                         As set forth in Exhibit H-5

6.       Stipulated Loss Values:

                         Identical to Termination Values as set forth in Exhibit
                         H-5

7.       EBO:

                         As set forth in Exhibit H-6



                  For the SIL Aircraft (GE Contract):

1.       Basic Rent Payments:

                         As set forth in Exhibit H-7

2.       Basic Rent Allocations:

                         As set forth in Exhibit H-8

3.       Termination Values:

                         As set forth in Exhibit H-9

4.       Stipulated Loss Values:

                         Identical to Termination Values as set forth in Exhibit
                         H-9

5.       EBO:

                    As set forth in Exhibit H-10



                  For the SIL Aircraft (ATA Contract):

1.       Basic Rent Payments:

                         As set forth in Exhibit H-11

2.       Basic Rent Allocations:

                         As set forth in Exhibit H-12

3.       Termination Values:

                         As set forth in Exhibit H-13

4.       Stipulated Loss Values:

                         Identical to Termination Values as set forth in
                         Exhibit H-13

5.       EBO:

                         As set forth in Exhibit H-14





<PAGE>



                                                                     Exhibit H-1




              Rent Schedule in Percentages of Total Cost



       Rental Date                              Total Rent
                              (Confidential Material Omitted)
      Jun 15 2001
      Jul 15 2001
      Oct 15 2001
      Jan 15 2002
      Apr 15 2002
      Jul 15 2002
      Oct 15 2002
      Jan 15 2003
      Apr 15 2003
      Jul 15 2003
      Oct 15 2003
      Jan 15 2004
      Apr 15 2004
      Jul 15 2004
      Oct 15 2004
      Jan 15 2005
      Apr 15 2005
      Jul 15 2005
      Oct 15 2005
      Jan 15 2006
      Apr 15 2006
      Jul 15 2006
      Oct 15 2006
      Jan 15 2007
      Apr 15 2007
      Jul 15 2007
      Oct 15 2007
      Jan 15 2008
      Apr 15 2008
      Jul 15 2008
      Oct 15 2008
      Jan 15 2009
      Apr 15 2009
      Jul 15 2009
      Oct 15 2009
      Jan 15 2010
      Apr 15 2010
      Jul 15 2010
      Oct 15 2010
      Jan 15 2011
      Apr 15 2011
      Jul 15 2011
      Oct 15 2011
      Jan 15 2012
      Apr 15 2012
      Jul 15 2012
      Oct 15 2012
      Jan 15 2013
      Apr 15 2013
      Jul 15 2013
      Oct 15 2013
      Jan 15 2014
      Apr 15 2014
      Jul 15 2014
      Oct 15 2014
      Jan 15 2015
      Apr 15 2015
      Jul 15 2015
      Oct 15 2015
      Jan 15 2016
      Apr 15 2016
      Jul 15 2016
      Oct 15 2016
      Jan 15 2017
      Apr 15 2017
      Jul 15 2017
      Oct 15 2017
      Jan 15 2018
      Apr 15 2018
      Jul 15 2018
      Oct 15 2018
      Jan 15 2019
      Apr 15 2019
      Jul 15 2019
      Oct 15 2019
      Jan 15 2020
      Apr 15 2020
      Jul 15 2020
      Oct 15 2020
      Jan 15 2021
      Apr 15 2021
      Jun 15 2021












<PAGE>





                                                                     Exhibit H-2



                                Allocation to Cash Rent Report


   Allocation Year    Allocation      Cash Rent             Cash Rent Date

        2001          (Confidential Material Omitted)         15-Jul-01
                                                              15-Oct-01
        2002                                                  15-Oct-01
                                                              15-Jan-02
                                                              15-Apr-02
        2003                                                  15-Apr-02
                                                              15-Jul-02
                                                              15-Oct-02
                                                              15-Jan-03
        2004                                                  15-Jan-03
                                                              15-Apr-03
                                                              15-Jul-03
                                                              15-Oct-03
                                                              15-Jan-04
        2005                                                  15-Jan-04
                                                              15-Apr-04
                                                              15-Jul-04
                                                              15-Oct-04
        2006                                                  15-Jan-05
                                                              15-Apr-05
                                                              15-Jul-05
                                                              15-Oct-05
        2007                                                  15-Jan-06
                                                              15-Apr-06
                                                              15-Jul-06
                                                              15-Oct-06
        2008                                                  15-Jan-07
                                                              15-Apr-07
                                                              15-Jul-07
                                                              15-Oct-07
        2009                                                  15-Jan-08
                                                              15-Apr-08
                                                              15-Jul-08
                                                              15-Oct-08
        2010                                                  15-Jan-09
                                                              15-Apr-09
                                                              15-Jul-09
                                                              15-Oct-09
        2011                                                  15-Jan-10
                                                              15-Apr-10
                                                              15-Jul-10
                                                              15-Oct-10
        2012                                                  15-Jan-11
                                                              15-Apr-11
                                                              15-Jul-11
                                                              15-Oct-11
        2013                                                  15-Jan-12
                                                              15-Apr-12
                                                              15-Jul-12
                                                              15-Oct-12
        2014                                                  15-Jan-13
                                                              15-Apr-13
                                                              15-Jul-13
                                                              15-Oct-13
        2015                                                  15-Jan-14
                                                              15-Apr-14
                                                              15-Jul-14
                                                              15-Oct-14
        2016                                                  15-Jan-15
                                                              15-Apr-15
                                                              15-Jul-15
                                                              15-Oct-15
        2017                                                  15-Jan-16
                                                              15-Apr-16
                                                              15-Jul-16
                                                              15-Oct-16
        2018                                                  15-Jan-17
                                                              15-Apr-17
                                                              15-Jul-17
                                                              15-Oct-17
        2019                                                  15-Jan-18
                                                              15-Apr-18
                                                              15-Jul-18
                                                              15-Oct-18
        2020                                                  15-Jan-19
                                                              15-Apr-19
                                                              15-Jul-19
                                                              15-Oct-19
        2021                                                  15-Jan-20
                                                              15-Apr-20
                                                              15-Jul-20
                                                              15-Oct-20
                                                              15-Jan-21
                                                              15-Apr-21
<PAGE>

                                                                     Exhibit H-3
                                   (Confidential Material Omitted)
<PAGE>
                                                                      Exhibt H-4

                                   (Confidential Material Omitted
<PAGE>





<PAGE>



                                                                     Exhibit H-5

                                               Termination Values

        Date              TV           Rent Adjustment      Net TV

Jun 15 2001      (Confidential Material Omitted)
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021




<PAGE>


                                                                    Exhibit H-6



   EBO Amount


       EBO            EBO Price         Rent Adjustment          EBO Amount*
  Payment Date      (Percentage of       (Percentage of        (Percentage of
                    Lessor's Cost)       Lessor's Cost)        Lessor's Cost)

(Confidential Material Omitted)





<PAGE>


                                                                     Exhibit H-7



 Rent Schedule in Percentages of Total Cost


                      Rental Date                             Total Rent

                      Jun 15 2001          (Confidential Material Omitted)
                      Jul 15 2001
                      Oct 15 2001
                      Jan 15 2002
                      Apr 15 2002
                      Jul 15 2002
                      Oct 15 2002
                      Jan 15 2003
                      Apr 15 2003
                      Jul 15 2003
                      Oct 15 2003
                      Jan 15 2004
                      Apr 15 2004
                      Jul 15 2004
                      Oct 15 2004
                      Jan 15 2005
                      Apr 15 2005
                      Jul 15 2005
                      Oct 15 2005
                      Jan 15 2006
                      Apr 15 2006
                      Jul 15 2006
                      Oct 15 2006
                      Jan 15 2007
                      Apr 15 2007
                      Jul 15 2007
                      Oct 15 2007
                      Jan 15 2008
                      Apr 15 2008
                      Jul 15 2008
                      Oct 15 2008
                      Jan 15 2009
                      Apr 15 2009
                      Jul 15 2009
                      Oct 15 2009
                      Jan 15 2010
                      Apr 15 2010
                      Jul 15 2010
                      Oct 15 2010
                      Jan 15 2011
                      Apr 15 2011
                      Jul 15 2011
                      Oct 15 2011
                      Jan 15 2012
                      Apr 15 2012
                      Jul 15 2012
                      Oct 15 2012
                      Jan 15 2013
                      Apr 15 2013
                      Jul 15 2013
                      Oct 15 2013
                      Jan 15 2014
                      Apr 15 2014
                      Jul 15 2014
                      Oct 15 2014
                      Jan 15 2015
                      Apr 15 2015
                      Jul 15 2015
                      Oct 15 2015
                      Jan 15 2016
                      Apr 15 2016
                      Jul 15 2016
                      Oct 15 2016
                      Jan 15 2017
                      Apr 15 2017
                      Jul 15 2017
                      Oct 15 2017
                      Jan 15 2018
                      Apr 15 2018
                      Jul 15 2018
                      Oct 15 2018
                      Jan 15 2019
                      Apr 15 2019
                      Jul 15 2019
                      Oct 15 2019
                      Jan 15 2020
                      Apr 15 2020
                      Jul 15 2020
                      Oct 15 2020
                      Jan 15 2021
                      Apr 15 2021
                      Jun 15 2021










<PAGE>


                                                                     Exhibit H-8



 Allocation to Cash Rent Report


  Allocation   Allocation    Cash Rent                Cash Rent Date
     Year
               (Confidential Material Omitted)
 2001                                                   15-Jul-01
                                                        15-Oct-01
 2002                                                   15-Oct-01
                                                        15-Jan-02
 2003                                                   15-Jan-02
                                                        15-Apr-02
                                                        15-Jul-02
                                                        15-Oct-02
                                                        15-Jan-03
 2004                                                   15-Jan-03
                                                        15-Apr-03
                                                        15-Jul-03
                                                        15-Oct-03
                                                        15-Jan-04
 2005                                                   15-Jan-04
                                                        15-Apr-04
                                                        15-Jul-04
                                                        15-Oct-04
                                                        15-Jan-05
 2006                                                   15-Jan-05
                                                        15-Apr-05
                                                        15-Jul-05
                                                        15-Oct-05
                                                        15-Jan-06
 2007                                                   15-Jan-06
                                                        15-Apr-06
                                                        15-Jul-06
                                                        15-Oct-06
 2008                                                   15-Jan-07
                                                        15-Apr-07
                                                        15-Jul-07
                                                        15-Oct-07
 2009                                                   15-Jan-08
                                                        15-Apr-08
                                                        15-Jul-08
                                                        15-Oct-08
 2010                                                   15-Jan-09
                                                        15-Apr-09
                                                        15-Jul-09
                                                        15-Oct-09
 2011                                                   15-Jan-10
                                                        15-Apr-10
                                                        15-Jul-10
                                                        15-Oct-10
 2012                                                   15-Jan-11
                                                        15-Apr-11
                                                        15-Jul-11
                                                        15-Oct-11
 2013                                                   15-Jan-12
                                                        15-Apr-12
                                                        15-Jul-12
                                                        15-Oct-12
 2014                                                   15-Jan-13
                                                        15-Apr-13
                                                        15-Jul-13
                                                        15-Oct-13
 2015                                                   15-Jan-14
                                                        15-Apr-14
                                                        15-Jul-14
                                                        15-Oct-14
 2016                                                   15-Jan-15
                                                        15-Apr-15
                                                        15-Jul-15
                                                        15-Oct-15
 2017                                                   15-Jan-16
                                                        15-Apr-16
                                                        15-Jul-16
                                                        15-Oct-16
 2018                                                   15-Jan-17
                                                        15-Apr-17
                                                        15-Jul-17
                                                        15-Oct-17
 2019                                                   15-Jan-18
                                                        15-Apr-18
                                                        15-Jul-18
                                                        15-Oct-18
 2020                                                   15-Jan-19
                                                        15-Apr-19
                                                        15-Jul-19
                                                        15-Oct-19
 2021                                                   15-Jan-20
                                                        15-Apr-20
                                                        15-Jul-20
                                                        15-Oct-20
                                                        15-Jan-21
                                                        15-Apr-21






<PAGE>


                                                                       Exhibit 9



     Termination Values


     Date            TV               Rent Adjustment         Net TV

Jun 15 2001                   (Confidential Material Omitted)
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021





<PAGE>


                                                                    Exhibit H-10

                                   EBO Amount


      EBO            EBO Price          Rent Adjustment         EBO Amount*
 Payment Date      (Percentage of       (Percentage of         (Percentage of
                   Lessor's Cost)       Lessor's Cost)         Lessor's Cost)

(Confidential Material Omitted)





<PAGE>


                                                                    Exhibit H-11

                        Rent Schedule in Percentages of Total Cost


                      Rental Date                            Total Rent

                      Jun 15 2001            (Confidential Material Omitted)
                      Jul 15 2001
                      Oct 15 2001
                      Jan 15 2002
                      Apr 15 2002
                      Jul 15 2002
                      Oct 15 2002
                      Jan 15 2003
                      Apr 15 2003
                      Jul 15 2003
                      Oct 15 2003
                      Jan 15 2004
                      Apr 15 2004
                      Jul 15 2004
                      Oct 15 2004
                      Jan 15 2005
                      Apr 15 2005
                      Jul 15 2005
                      Oct 15 2005
                      Jan 15 2006
                      Apr 15 2006
                      Jul 15 2006
                      Oct 15 2006
                      Jan 15 2007
                      Apr 15 2007
                      Jul 15 2007
                      Oct 15 2007
                      Jan 15 2008
                      Apr 15 2008
                      Jul 15 2008
                      Oct 15 2008
                      Jan 15 2009
                      Apr 15 2009
                      Jul 15 2009
                      Oct 15 2009
                      Jan 15 2010
                      Apr 15 2010
                      Jul 15 2010
                      Oct 15 2010
                      Jan 15 2011
                      Apr 15 2011
                      Jul 15 2011
                      Oct 15 2011
                      Jan 15 2012
                      Apr 15 2012
                      Jul 15 2012
                      Oct 15 2012
                      Jan 15 2013
                      Apr 15 2013
                      Jul 15 2013
                      Oct 15 2013
                      Jan 15 2014
                      Apr 15 2014
                      Jul 15 2014
                      Oct 15 2014
                      Jan 15 2015
                      Apr 15 2015
                      Jul 15 2015
                      Oct 15 2015
                      Jan 15 2016
                      Apr 15 2016
                      Jul 15 2016
                      Oct 15 2016
                      Jan 15 2017
                      Apr 15 2017
                      Jul 15 2017
                      Oct 15 2017
                      Jan 15 2018
                      Apr 15 2018
                      Jul 15 2018
                      Oct 15 2018
                      Jan 15 2019
                      Apr 15 2019
                      Jul 15 2019
                      Oct 15 2019
                      Jan 15 2020
                      Apr 15 2020
                      Jul 15 2020
                      Oct 15 2020
                      Jan 15 2021
                      Apr 15 2021
                      Jun 15 2021



                                                                    Exhibit H-12



                      Allocation to Cash Rent Report


   Allocation Year     Allocation            Cash Rent       Cash Rent Date
                       (Confidential Material Omitted)

         2001                                                     15-Jul-01
                                                                  15-Oct-01
         2002                                                     15-Oct-01
                                                                  15-Jan-02
         2003                                                     15-Jan-02
                                                                  15-Apr-02
                                                                  15-Jul-02
                                                                  15-Oct-02
                                                                  15-Jan-03
         2004                                                     15-Jan-03
                                                                  15-Apr-03
                                                                  15-Jul-03
                                                                  15-Oct-03
                                                                  15-Jan-04
         2005                                                     15-Jan-04
                                                                  15-Apr-04
                                                                  15-Jul-04
                                                                  15-Oct-04
                                                                  15-Jan-05
         2006                                                     15-Jan-05
                                                                  15-Apr-05
                                                                  15-Jul-05
                                                                  15-Oct-05
                                                           )      15-Jan-06
         2007                                                     15-Jan-06
                                                                  15-Apr-06
                                                                  15-Jul-06
                                                                  15-Oct-06
         2008                                                     15-Jan-07
                                                                  15-Apr-07
                                                                  15-Jul-07
                                                                  15-Oct-07
         2009                                                     15-Jan-08
                                                                  15-Apr-08
                                                                  15-Jul-08
                                                                  15-Oct-08
         2010                                                     15-Jan-09
                                                                  15-Apr-09
                                                                  15-Jul-09
                                                                  15-Oct-09
         2011                                                     15-Jan-10
                                                                  15-Apr-10
                                                                  15-Jul-10
                                                                  15-Oct-10
         2012                                                     15-Jan-11
                                                                  15-Apr-11
                                                                  15-Jul-11
                                                                  15-Oct-11
         2013                                                     15-Jan-12
                                                                  15-Apr-12
                                                                  15-Jul-12
                                                                  15-Oct-12
         2014                                                     15-Jan-13
                                                                  15-Apr-13
                                                                  15-Jul-13
                                                                  15-Oct-13
         2015                                                     15-Jan-14
                                                                  15-Apr-14
                                                                  15-Jul-14
                                                                  15-Oct-14
         2016                                                     15-Jan-15
                                                                  15-Apr-15
                                                                  15-Jul-15
                                                                  15-Oct-15
         2017                                                     15-Jan-16
                                                                  15-Apr-16
                                                                  15-Jul-16
                                                                  15-Oct-16
         2018                                                     15-Jan-17
                                                                  15-Apr-17
                                                                  15-Jul-17
                                                                  15-Oct-17
         2019                                                     15-Jan-18
                                                                  15-Apr-18
                                                                  15-Jul-18
                                                                  15-Oct-18
         2020                                                     15-Jan-19
                                                                  15-Apr-19
                                                                  15-Jul-19
                                                                  15-Oct-19
         2021                                                     15-Jan-20
                                                                  15-Apr-20
                                                                  15-Jul-20
                                                                  15-Oct-20
                                                                  15-Jan-21
                                                                  15-Apr-21






<PAGE>


                                                                    Exhibit H-13



                        Termination Values


     Date             TV          Rent Adjustment        Net TV

Jun 15 2001           (Confidential Material Omitted)

Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005

Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011

Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021







<PAGE>


                                                                    Exhibit H-14




                                   EBO Amount


      EBO            EBO Price          Rent Adjustment         EBO Amount*
 Payment Date      (Percentage of       (Percentage of         (Percentage of
                   Lessor's Cost)       Lessor's Cost)         Lessor's Cost)

(Confidential Material Omitted)