ANNEX A


                                   DEFINITIONS

GENERAL PROVISIONS

     (a) In each Operative  Agreement,  unless otherwise expressly  provided,  a
reference to:

     (1) each of "Lessee",  "Lessor", "Owner Trustee", "Owner Participant",  and
any other  Person  includes any  successor  in interest to it and any  permitted
transferee, permitted purchaser, or permitted assignee of it;

     (2) any agreement or other  document  (including  any annex,  schedule,  or
exhibit  thereto,  or any other part thereof)  includes that  agreement or other
document as amended,  supplemented,  or otherwise  modified and any agreement or
other document entered into in substitution or replacement therefor from time to
time, and in each case in accordance  with its terms and in accordance  with the
Operative Agreements;

     (3) any  provision  of any Law  includes  any such  provision  as  amended,
modified, supplemented,  substituted, reissued, or reenacted before the Delivery
Date, and thereafter from time to time;

     (4) "Agreement", "this Agreement",  "hereby", "herein", "hereto", "hereof",
"hereunder",  and words of similar import, when used in any Operative Agreement,
refer to such Operative Agreement as a whole and not to any particular provision
of such Operative Agreement;

     (5)  "including",  "include",  and terms or phrases of similar import means
"including [etc.], without limitation";

     (6) "or" is conjunctive and not disjunctive; and

     (7) a reference to a "section" or "ss.",  an  "Exhibit",  an "Annex",  or a
"Schedule" in any Operative  Agreement,  or in any annex thereto, is a reference
to a section  of, or an exhibit,  an annex,  or a schedule  to,  such  Operative
Agreement or such annex, respectively.

     (b) Each  exhibit,  annex,  and  schedule to each  Operative  Agreement  is
incorporated in, and is a part of, such Operative Agreement.

     (c) Unless otherwise defined or specified in any Operative  Agreement,  all
accounting  terms therein shall be construed and all  accounting  determinations
thereunder shall be made in accordance with GAAP.

     (d) Headings used in any Operative  Agreement are for convenience only, and
shall not in any way affect the construction of, or be taken into  consideration
in interpreting, such Operative Agreement.

     (e) For purposes of each Operative Agreement,  the existence of an Event of
Default,  Default, or Special Default referred to in ss. 14.5 of the Lease shall
not  prohibit  Lessee  from  taking any action or  exercising  any right that is
conditioned on the  non-existence of any Event of Default,  Default,  or Special
Default if such Event of Default,  Default,  or Special Default  consists of the
institution of  reorganization  proceedings with respect to Lessee under Chapter
11 of the  Bankruptcy  Code,  and the  trustee or  debtor-in-possession  in such
proceedings (1) has agreed to perform its  obligations  under the Lease with the
approval  of the  applicable  court and  thereafter  continues  to perform  such
obligations  in accordance  with Section 1110, or (2) has assumed the Lease with
the  approval of the  relevant  court and  thereafter  continues  to perform its
obligations under the Lease.

DEFINED TERMS

            ACTUAL  KNOWLEDGE:  (a)  as it  applies  to  Owner  Trustee,  actual
knowledge  of  a  responsible   officer  in  the  Corporate  Trust   Department,
respectively,  and (b) as it applies  to Owner  Participant  or  Lessee,  actual
knowledge of a Vice  President or more senior  officer of Owner  Participant  or
Lessee  (respectively),  or any other  officer  of Owner  Participant  or Lessee
(respectively) having responsibility for the Transactions;  PROVIDED,  that each
of Lessee, Owner Participant, and Owner Trustee, shall be deemed to have "Actual
Knowledge" of any matter as to which it has received  notice from Lessee,  Owner
Participant,  or Owner Trustee,  given pursuant to ss. 15.7 of the Participation
Agreement.

            ADDITIONAL INSURED: defined inss. D of Annex D to the Lease.

     AFFILIATE  of  any  Person:   any  other  Person   directly  or  indirectly
controlling,  controlled  by, or under  common  control  with such  Person.  For
purposes of this definition,  "control" means the power, directly or indirectly,
to direct or cause the direction of the  management and policies of such Person,
whether through the ownership of voting securities,  by contract,  or otherwise,
and  "controlling",  "controlled  by",  and  "under  common  control  with" have
correlative meanings,  PROVIDED, that Owner Participant will not be deemed to be
an "Affiliate" of Lessor or Owner Trustee (and vice versa).

     AIRCRAFT: the Airframe and Engines.

     AIRCRAFT  BILL OF  SALE:  a  warranty  bill of sale  granting  title to the
Aircraft,  which  bill of sale  Seller is to  deliver  to Owner  Trustee  on the
Delivery Date.

            AIRCRAFT DESCRIPTION EXHIBIT: Exhibit A to the Lease.

     AIRCRAFT  DOCUMENTS:  all technical data,  manuals,  and log books, and all
inspection,  modification,  and  overhaul  records  and other  service,  repair,
maintenance,  and technical  records that the relevant Aviation  Authority,  the
Lease,  or the  Maintenance  Program  requires be maintained with respect to the
Aircraft,   including  all  required   additions,   renewals,   revisions,   and
replacements  of any  such  materials,  in each  case in  whatever  form  and by
whatever means or medium (including  microfiche,  microfilm,  paper, or computer
disk)  such  materials  are  maintained  or  retained  by or on behalf of Lessee
(PROVIDED, that all such materials shall be maintained in the English language).

     AIRFRAME:  (1) the aircraft (excluding Engines or engines from time to time
installed  thereon)  manufactured  by Airframe  Manufacturer  and  identified by
Airframe  Manufacturer's  model number,  United States registration  number, and
Airframe  Manufacturer's  serial  number set forth in the  Aircraft  Description
Exhibit, or (2) any Replacement  Airframe,  including in either case any and all
Parts  incorporated or installed in or attached or appurtenant to such airframe,
and any and all Parts  removed  from such  airframe,  unless title to such Parts
does not vest in Lessor in  accordance  with ss.  8.1 and Annex C of the  Lease.
Upon  substitution  of a Replacement  Airframe under and in accordance  with the
Lease, such Replacement  Airframe shall become subject to the Lease and shall be
the  "Airframe" for all purposes of the Operative  Agreements,  and the replaced
Airframe  shall  cease to be  subject  to the Lease  and  shall  cease to be the
"Airframe".

     AIRFRAME MANUFACTURER: The Boeing Company, a Delaware corporation.

     APPLICABLE   PERCENTAGE:   means  (A)  for  the  [first  one-year   Renewal
Term][first two one-year Renewal Terms], (1) 100% if, at the time that the first
Renewal  Term  begins,  Lessee  provides  Owner  Participant  with an opinion of
counsel reasonably  satisfactory to Owner Participant to the effect that, due to
a Change in Tax Law or  clarification  of law, if the Applicable  Percentage had
been 100% on the Closing  Date no Renewal  Term would have been  included in the
Lease Term under Code ss. 467 and the Treasury  Regulations  thereunder  and (2)
otherwise, 105%; and (B) for any subsequent Renewal Term, 100%.

     APPRAISER:  a  firm  of  internationally-recognized,  independent  aircraft
appraisers.

     AVIATION  AUTHORITY:  the FAA or, if the  Aircraft is  registered  with any
other Government Entity under and in accordance withss. 7.1.2 of the Lease, such
other Government Entity.

     BANKRUPTCY  CODE: the United States  Bankruptcy  Code, 11 U.S.C.ss.  101 ET
SEQ.

     BASE TERM: the period beginning on and including the Commencement  Date and
ending on the Scheduled Expiration Date therefor,  or such earlier date on which
the Term terminates in accordance with the provisions of the Lease.

     BASIC RENT: the rent (including,  to the extent  applicable,  Renewal Rent)
payable or allocable,  as applicable,  for the Aircraft pursuant to ss. 3.2.1(a)
of the Lease.

     BILLS OF SALE: the FAA Bill of Sale and the Aircraft Bill of Sale.

     BURDENSOME  INDEMNITY  PAYMENT:  an indemnity  payment  pursuant to the Tax
Indemnity  Agreement or ss. 9 of the  Participation  Agreement which would cause
the  aggregate  net present  value of all losses paid or payable by Lessee as of
the  determination  date,   discounted   quarterly  at  the  SLV  Rate,  to  the
determination date, to exceed 2.5% of Lessor's Cost.

     BUSINESS DAY: any day other than a Saturday,  Sunday, or other day on which
commercial  banks are  authorized  or required by law to close in New York,  NY,
Indianapolis, IN, or Salt Lake City, UT.

     CASH  EQUIVALENTS:  the following  securities (which shall mature within 90
days of the  date of  purchase  thereof):  (1)  direct  obligations  of the U.S.
Government;  (2)  obligations  fully  guaranteed  by the  U.S.  Government;  (3)
certificates of deposit issued by, or bankers'  acceptances of, or time deposits
or a deposit  account  with,  Owner  Trustee,  or any bank,  trust  company,  or
national  banking  association  incorporated or doing business under the laws of
the United States or any state thereof having a combined capital and surplus and
retained  earnings of at least  $500,000,000  and having a rate of "C" or better
from the Thomson BankWatch Service;  or (4) commercial paper of any issuer doing
business under the laws of the United States or one of the states thereof and in
each case having a rating assigned to such commercial paper by Standard & Poor's
or Moody's at least equal to A1 or P1, respectively.

     CITIZEN  OF  THE  UNITED  STATES:   defined  inss.   40102(a)(15)   of  the
Transportation Code and in the FARs.

     CLOSING: the closing of the transactions  contemplated by the Participation
Agreement on the Delivery Date.

     CODE:  the  Internal  Revenue  Code of 1986;  PROVIDED,  that  when used in
relation  to a  Plan,  "Code"  shall  be  interpreted  in  accordance  with  the
regulations and rulings issued thereunder.

     COMMENCEMENT DATE: defined in Schedule 1 to the Lease.

     COMMITMENT: Owner Participant's commitment to participate in the payment of
Lessor's Cost, as reflected in Schedule 2 of the Participation Agreement.

     COMMITMENT  TERMINATION  DATE:  defined in Schedule 3 to the  Participation
Agreement.

     CONSENT AND AGREEMENT: Manufacturer Consent and Agreement N___AT, dated the
Delivery Date, of Airframe Manufacturer.

     CORPORATE  TRUST  DEPARTMENT or TRUST  OFFICE:  Owner  Trustee's  principal
corporate trust office, located from time to time at Owner Trustee's address for
notices under the Participation  Agreement,  or such other office at which Owner
Trustee's corporate trust business shall be administered and which Owner Trustee
specifies by notice in writing to Lessee.

     CRAF:  the Civil  Reserve  Air Fleet  Program  established  pursuant  to 10
U.S.C.ss. 9511 - 13, or any similar substitute program.

     DEBT: any liability for borrowed money, or any liability for the payment of
money  in  connection  with any  letter  of  credit  transaction,  or any  other
liabilities evidenced or to be evidenced by bonds,  debentures,  notes, or other
similar instruments.

     DELAYED DELIVERY DATE: a delayed Delivery Date notified to each Participant
and Owner Trustee by Lessee pursuant to ss. 4.3 of the Participation  Agreement,
which  delayed  Delivery  Date  shall  be a  Business  Day not  later  than  the
Commitment Termination Date.

     DELIVERY  DATE:  __________,  200_ (which is the date when the  Aircraft is
delivered  to and  accepted  by Lessee  under  the  Lease  and when the  Closing
occurs).

     DOLLARS,  UNITED STATES  DOLLARS,  or $: the lawful  currency of the United
States.

     DOT:  the  Department  of  Transportation  of  the  United  States,  or any
Government   Entity   succeeding  to  the   functions  of  such   Department  of
Transportation.

     EBO DATE: as specified in Schedule 5 to the Lease.

     EBO PRICE:  as specified in Schedule 5 to the Lease,  as adjusted  pursuant
toss. 3.2.1 of the Lease.

     ELIGIBLE  INSTITUTION:  the corporate  trust  department of (1)  Wilmington
Trust Company, acting solely in its capacity as a "securities  intermediary" (as
defined in UCC ss. 8-102(14)),  or (2) a depository  institution organized under
the laws of the United States of America or any one of the states thereof or the
District  of  Columbia  (or any U.S.  branch  of a  foreign  bank),  which has a
long-term  unsecured  debt rating from Moody's and Standard & Poor's of at least
A-3 or its equivalent.

     ENGINE:  (1) each of the engines  manufactured by Engine  Manufacturer  and
identified  by Engine  Manufacturer's  model  number and  Engine  Manufacturer's
serial number in the Aircraft  Description  Exhibit and originally  installed on
the Airframe on delivery  thereof  pursuant to the Lease, or (2) any Replacement
Engine,  in any case whether or not from time to time  installed on the Airframe
or installed on any other airframe or aircraft,  including (for both clauses (1)
and  (2))  any and  all  Parts  incorporated  or  installed  in or  attached  or
appurtenant  to such  engine,  and any and all Parts  removed  from such engine,
unless  title to such Parts does not vest in Lessor in  accordance  with ss. 8.1
and Annex C of the Lease. Upon substitution of a Replacement Engine under and in
accordance with the Lease,  such Replacement  Engine shall become subject to the
Lease and shall be an "Engine" for all purposes of the Operative Agreements, and
the replaced Engine shall cease to be subject to the Lease and shall cease to be
an "Engine".

     ENGINE MANUFACTURER: CFM International.

     [ENGINE  MANUFACTURER  WARRANTY  AGREEMENT:  Engine  Manufacturer  Warranty
Agreement  N___AT,  dated the Delivery Date,  among Engine  Manufacturer,  Owner
Trustee and Lessee.]

     ERISA: the Employee Retirement Income Security Act of 1974.

     EVENT OF LOSS with respect to the Aircraft,  the  Airframe,  or any Engine:
any of the following circumstances,  conditions,  or events with respect to such
property, which shall have occurred for any reason whatsoever:

     (1) the  destruction  of such  property,  damage  to such  property  beyond
economic repair, or rendition of such property  permanently unfit for normal use
by Lessee;

     (2) the actual or constructive  total loss of such property,  or any damage
to such property, or requisition of title or use of such property, which results
in an insurance settlement with respect to such property on the basis of a total
loss or constructive or compromised total loss;

     (3)  any  theft,  hijacking,  or  disappearance  of  such  property  for 90
consecutive days or more or, if earlier,  the fifth day following the end of the
Term;

     (4)  any  seizure,  condemnation,   confiscation,  taking,  or  requisition
(including loss of title) of such property by any Government Entity or purported
Government  Entity (other than a requisition of use by the U.S.  Government) for
180 consecutive days or, if earlier, at the end of the Term;

     (5) any seizure, condemnation,  confiscation, taking, or requisition of use
of such property by the U.S.  Government that continues until the 30th day after
the last day of the  Term;  and (6) as a result  of any law,  rule,  regulation,
order, or other action by the Aviation  Authority or by any Government Entity of
the government of registry of the Aircraft or by any Government Entity otherwise
having  jurisdiction  over the operation or use of the Aircraft,  the use of the
Aircraft,  the Airframe, or any Engine in the normal course of Lessee's business
of passenger air  transportation is prohibited for 180 consecutive days, unless,
before  the  expiration  of  such  180-day  period,  Lessee  undertakes  and  is
diligently  carrying  forward such steps as are necessary or desirable to permit
the  normal  use of such  property  by  Lessee,  but in any event if such use is
prohibited for a continuous period of 360 days, PROVIDED,  that such prohibition
shall not create an Event of Loss if such prohibition  applies to other B737-800
aircraft  (or CFM 56-7  engines)  in Lessee's  fleet and also  applies to Boeing
737-800  aircraft  (or CFM 56-7  engines)  not owned or  operated by Lessee and,
before the expiration of such 360-day period,  Lessee conforms at least one unit
of such  property  in its  fleet  to the  requirements  of any such  law,  rule,
regulation, order, or other action, begins regular commercial use of the same in
such jurisdiction,  and is diligently  carrying forward,  in a manner which does
not  discriminate  against such property in so conforming  such property,  steps
which are  necessary  or  desirable  to permit the normal use of the Aircraft by
Lessee,  but in any event if such use is prohibited  for a continuous  period of
540 days or such use is prohibited at the expiration of the Term.

     EXPENSES:   any  and  all  liabilities,   obligations,   losses,   damages,
settlements,  penalties,  claims,  actions,  suits, costs,  demands,  judgments,
expenses,  and  disbursements  (including  reasonable fees,  disbursements,  and
reasonable  out of pocket  costs and  expenses  of legal  counsel,  accountants,
appraisers, inspectors, or other professionals, and costs of investigation).

     FAA:  the Federal  Aviation  Administration  of the United  States,  or any
Government   Entity  succeeding  to  the  functions  of  such  Federal  Aviation
Administration.

     FAA BILL OF SALE: a bill of sale for the Aircraft on AC Form 8050-2 (or any
other  FAA-approved  form),  delivered to Owner  Trustee on the Delivery Date by
Seller.

     FAA COUNSEL: Crowe & Dunlevy.

     FAA-FILED DOCUMENTS:  the Lease, the Trust Agreement, the FAA Bill of Sale,
and an  application  for  registration  of the  Aircraft  with  the FAA in Owner
Trustee's name.

     FARS: the Federal Aviation  Regulations  issued or promulgated  pursuant to
the Transportation Code from time to time.

     FAIR MARKET RENTAL  VALUE:  the fair market rental value in Dollars for the
Aircraft that would apply in an arm's-length transaction between an informed and
willing lessee under no compulsion to lease,  and an informed and willing lessor
under no  compulsion  to lease,  for the  applicable  period,  assuming that (1)
except as provided in ss. 15.4 of the Lease, the Aircraft has been maintained in
accordance with, and is in the condition  required by, the Lease, (2) rent would
be paid  quarterly,  and (3) except as provided  in ss.  15.4 of the Lease,  the
Aircraft would be leased during any such period on the same terms and conditions
(except for Basic Rent amount) as during the Base Term.

     FAIR MARKET  SALES  VALUE:  the fair market  sales value in Dollars for the
Aircraft that would apply in an arm's-length transaction between an informed and
willing  buyer under no  compulsion  to buy, and an informed and willing  seller
under no compulsion  to sell, in a transaction  that would close on or about the
relevant time of determination, assuming that (1) except as provided in ss. 15.4
of the Lease, the Aircraft has been maintained in accordance with the Lease, and
is in the  condition  required  by the  Lease,  and  (2)  the  Aircraft  will be
delivered to such informed and willing buyer in the return condition required by
the Lease.

     FINANCING  STATEMENTS:  UCC-1 (and,  where  appropriate,  UCC-3)  financing
statements  covering the Aircraft,  as a  precautionary  matter,  by Lessee,  as
lessee,  showing Owner  Trustee as lessor,  for filing in Indiana and each other
jurisdiction where (in Owner Trustee's opinion) filing is reasonably desirable.

     FIXED RATE: defined in Schedule 1 to the Lease.

     FSB:  First  Security  Bank,  National  Association,   a  national  banking
association,  not in its capacity as trustee under the Trust  Agreement,  but in
its individual capacity.

     GAAP:  generally  accepted  accounting  principles  as  set  forth  in  the
statements of financial  accounting standards issued by the Financial Accounting
Standards Board of the American  Institute of Certified Public  Accountants,  as
varied by any applicable financial accounting rules or regulations issued by the
SEC, and applied on a basis consistent with prior periods except as disclosed in
the pertinent Person's financial statements.

     GOVERNMENT  ENTITY:  (1)  any  federal,  state,   provincial,   or  similar
government,  and any  body,  board,  department,  commission,  court,  tribunal,
authority,  agency, or other instrumentality of any such government or otherwise
exercising any executive, legislative,  judicial,  administrative, or regulatory
functions  of  such  government,  or (2)  any  other  government  entity  having
jurisdiction  over  any  matter  contemplated  by the  Operative  Agreements  or
relating to the  observance  or  performance  of the  obligations  of any of the
parties to the Operative Agreements.

     GTA: the General  Terms  Agreement,  as defined in the  Purchase  Agreement
Assignment.

     GUARANTEE:  Guarantee N___AT,  dated the Delivery Date, issued by Guarantor
in favor of Owner Trustee, FSB, and each Owner Participant.

     GUARANTOR: AmTran, Inc., an Indiana corporation.

     INDEMNITEE:  (1) FSB and Owner  Trustee,  (2) each  separate or  additional
trustee appointed  pursuant to the Trust Agreement,  (3) each Owner Participant,
(4) the Trust Estate, (5) each Affiliate of the Persons described in clauses (1)
through (3), (6) the directors,  officers,  employees, and agents of each of the
Persons  described  in  clauses  (1)  through  (3) and in clause (5) and (7) the
successors and permitted assigns of the Persons described in clauses (1) through
(3), and in clauses (5) and (6). If any Indemnitee is Airframe  Manufacturer  or
Engine  Manufacturer or any  subcontractor  or supplier of either thereof,  such
Person shall be an Indemnitee only in its capacity as Owner Participant.

     IRS: the Internal  Revenue Service of the United States,  or any Government
Entity succeeding to the functions of such Internal Revenue Service.

     JAA: the Joint Aviation Authority of the European Union.

     LAW: (1) any constitution, treaty, statute, law, decree, regulation, order,
rule,  or  directive  of  any  Government   Entity,  and  (2)  any  judicial  or
administrative  interpretation  or application of, or decision under, any of the
foregoing.

     LEASE or LEASE AGREEMENT:  Lease Agreement N___AT, dated the Delivery Date,
between Owner Trustee and Lessee.

     DEFAULT:  (1) any  condition,  circumstance,  act, or event that,  with the
giving of notice or the lapse of time, would constitute an Event of Default,  or
(2) any Event of Default.

     EVENT OF DEFAULT: any one or more of the conditions,  circumstances,  acts,
or events set forth inss. 14 of the Lease.

     LESSEE: American Trans Air, Inc., an Indiana corporation.

     LESSEE ADVISOR:  Capstar Partners,  LLC, in its capacity as special advisor
to Lessee.

     LESSEE OPERATIVE AGREEMENTS:  the Participation  Agreement,  the Lease, the
Tax  Indemnity  Agreement,  the  Purchase  Agreement  Assignment  [, the  Engine
Manufacturer  Warranty  Agreement,] and each other agreement  between Lessee and
any other party to the  Participation  Agreement,  relating to the Transactions,
delivered on the Delivery Date.

     LESSEE PERSON: Lessee, any sublessee, assignee, successor, or other user or
Person in possession of the Aircraft, the Airframe, or an Engine with or without
color of right,  or any  Affiliate of any of the  foregoing  (excluding  any Tax
Indemnitee or any related Tax  Indemnitee  with respect  thereto,  or any Person
using or claiming any rights with respect to the Aircraft,  the Airframe,  or an
Engine directly by or through any of the Persons in this  parenthetical  phrase,
but not excluding any Person  claiming  directly or indirectly  through or under
the Lease).

     LESSEE'S ADVISOR(S): defined in Schedule 3 to the Participation Agreement.

     LESSOR: Owner Trustee in its capacity as lessor under the Lease.

     LESSOR LIEN,  with respect to any Person,  on any property  (including  the
Trust Estate, the Aircraft,  Airframe, Engines, Parts, or Aircraft Documents) or
any payments: any Lien on such property or payments that results from (1) claims
against  such  Person (if such  Person is a trustee,  whether in its  individual
capacity  or  in  its  capacity  as  a  trustee)  not  related  to  any  of  the
Transactions, (2) acts or omissions of such Person (if such Person is a trustee,
whether in its individual capacity or in its capacity as a trustee) in violation
of its obligations  under any of the terms of the Operative  Agreements,  or not
related to the Transactions,  (3) Taxes against such Person (if such Person is a
trustee,  whether in its individual capacity or in its capacity as a trustee) or
any of its  Affiliates  that  Lessee  is not  required  to  indemnify  under the
Participation  Agreement,  or (4) claims  against such Person arising out of its
transfer of all or part of its interest in the Aircraft,  the Trust  Estate,  or
the  Operative  Agreements,  other than a Transfer  required by the terms of the
Operative Agreements or attributable to the existence of an Event of Default.

     LESSOR'S  COST:  the amount paid by Owner Trustee to Seller to purchase the
Aircraft  pursuant to the Purchase  Agreement  Assignment and the  Participation
Agreement,  as designated  by Dollar  amount in Schedule 3 to the  Participation
Agreement.

     LIEN: any mortgage,  pledge, lien, charge,  claim,  encumbrance,  lease, or
security interest affecting the title to or any interest in property.

     LOSS PAYMENT DATE: defined inss. 10.1.2(a)(1) of the Lease.

     MAINTENANCE PROGRAM: defined in Annex C to the Lease.

     MATERIALLY ADVERSE CHANGE with respect to any Person: any event, condition,
or  circumstance  that  materially  adversely  affects such  Person's  business,
prospects,  or consolidated  financial  condition,  or its ability to observe or
perform  its  obligations,  liabilities,  and  agreements  under  the  Operative
Agreements.

     MINIMUM LIABILITY INSURANCE AMOUNT: defined in Schedule 1 to the Lease.

            MOODY'S: Moody's Investors Service, Inc.

     NET ECONOMIC RETURN:  Owner  Participant's net after-tax book yield,  using
the "multiple  investment  sinking  fund" method of analysis,  and aggregate and
present  value  (discounted  at 6% per  annum) of the net  after-tax  cash flow,
computed  both  through the EBO Date  (assuming  Lessee's  exercise of the early
buy-out option in ss. 17.3.1(a)(1) of the Lease) and through the end of the Base
Term, and computed on the basis of the same  methodology  and assumptions as the
initial  Owner   Participant  used  in  determining   Basic  Rent  payments  and
allocations,   Stipulated  Loss  Value   percentages,   and  Termination   Value
percentages,  as of the  Delivery  Date,  as such  assumptions  are adjusted for
events that have been the basis for  adjustments  to Basic Rent  pursuant to ss.
3.2.1(b) of the Lease or events  giving rise to indemnity  payments  pursuant to
ss. 5 of the Tax Indemnity Agreement;  PROVIDED, that, even if the initial Owner
Participant  transfers its interest,  Net Economic Return shall be calculated as
if the initial Owner  Participant had retained its interest;  PROVIDED  FURTHER,
that,  notwithstanding  the preceding proviso,  solely for purposes of ss. 11 of
the  Participation  Agreement  and  calculating  any  adjustments  to Basic Rent
payments and  allocations,  Stipulated Loss Values,  EBO Price,  and Termination
Values in  connection  with a  refunding  pursuant to such ss. 11 at a time when
Owner  Participant is a transferee (other than an Affiliate of the initial Owner
Participant), the after-tax yield (but not the after-tax cash flow) component of
Net Economic  Return shall be  calculated  on the basis of the  methodology  and
assumptions  used by the  transferee  Owner  Participant  as of the date when it
acquires its interest.

     NET  PRESENT  VALUE  OF  RENTS:  the  present  value,  as of  the  date  of
determination,  discounted at 10% per annum, compounded quarterly to the date of
determination,  of all unpaid  Basic  Rent  payments  during the  then-remaining
portion of the Base Term, expressed as a percentage of Lessor's Cost.

     NET WORTH for any  Person:  the excess of its total  assets  over its total
liabilities.

     NON-U.S.  PERSON: any Person,  other than a United States person as defined
in Codess. 7701(a)(30).

     OFFICER'S  CERTIFICATE  of any  party  to the  Participation  Agreement:  a
certificate signed by the Chairman, the President, any Vice President (including
those with varying ranks such as  Executive,  Senior,  Assistant,  or Staff Vice
President), the Treasurer, or the Secretary of such party.

     OPERATIVE AGREEMENTS: the Participation Agreement, the Trust Agreement, the
Purchase Agreement  Assignment,  the Guarantee,  the Consent and Agreement,  the
Engine Manufacturer  Warranty  Agreement,  the Lease, the Bills of Sale, and the
Tax Indemnity Agreement.

     OP JURISDICTION: defined in Schedule 3 to the Participation Agreement.

     OWNER  PARTICIPANT:  the Person  executing the  Participation  Agreement as
"Owner  Participant";  except that,  after an Owner  Participant  Transfers  its
interest to a  successor  Owner  Participant,  such  transferor  shall not be an
"Owner  Participant"  (except  as  provided  in ss.  10.2  of the  Participation
Agreement) and the successor Owner Participant shall be the "Owner Participant".

     OWNER  PARTICIPANT  AGREEMENTS:   the  Participation   Agreement,  the  Tax
Indemnity Agreement,  the Trust Agreement and each other agreement between Owner
Participant and any other party to the Participation  Agreement  relating to the
Transactions, delivered on the Delivery Date.

     OWNER  TRUSTEE:  First  Security  Bank,  National  Association,  a national
banking  association,  not in  its  individual  capacity,  except  as  expressly
provided in any Operative Agreement, but solely as Owner Trustee under the Trust
Agreement.

     OWNER TRUSTEE AGREEMENTS: the Participation Agreement, the Lease, the Trust
Agreement, the Purchase Agreement Assignment,  [the Engine Manufacturer Warranty
Agreement,] and each other  agreement  between Owner Trustee and any other party
to the Participation Agreement,  relating to the Transactions,  delivered on the
Delivery Date.

     PARTICIPATION AGREEMENT: Participation Agreement N___AT, dated the Delivery
Date, among Lessee, Owner Participant, Owner Trustee, and FSB.

     PARTS:  all  appliances,  parts,  components,  instruments,  appurtenances,
accessories,  furnishings,  seats, and other equipment of whatever nature (other
than (1)  Engines or  engines,  and (2) any items  leased by Lessee from a third
party other than  Lessor)  from time to time  installed  or  incorporated  in or
attached or appurtenant to the Airframe or any Engine.

     PAST-DUE RATE: defined in Schedule 1 to the Lease.

     PAYMENT DATE:  each  __________,  __________,  __________,  and  __________
during  the  Term,  commencing  with the  first  such  date to occur  after  the
Commencement Date.

     PAYMENT  PERIOD:  each  of  the  consecutive  quarterly  periods  (or  such
applicable  shorter period  beginning on the Delivery Date or the first day of a
Renewal  Term)  during  the Term and  ending on a Payment  Date,  the first such
period commencing on and including the Delivery Date.

     PERMITTED AIR CARRIER:  (1) any  manufacturer  of  commercial  airframes or
commercial aircraft engines, or any Affiliate thereof, (2) any Permitted Foreign
Air Carrier, (3) any Person approved in writing by Owner Participant, or (4) any
U.S. Air Carrier.

     PERMITTED COUNTRY:  any country listed on Schedule 5 to the Lease,  subject
to the notes set forth on such Schedule.

     PERMITTED  FOREIGN AIR CARRIER:  any air carrier that (1) has its principal
executive  offices in a  Permitted  Country,  and (2) is  authorized  to conduct
commercial  airline  operations  and to  operate  jet  aircraft  similar  to the
Aircraft under the applicable Laws of such Permitted Country.

     PERMITTED  INSTITUTION:   any  bank,  trust  company,   insurance  company,
financial institution,  or corporation or limited liability company (other than,
without  Lessee's  consent,  a  commercial  air carrier,  a commercial  aircraft
operator,  a freight forwarder,  an airframe  manufacturer  (other than Airframe
Manufacturer) or aircraft engine manufacturer (other than Engine  Manufacturer),
or an Affiliate of any of the foregoing),  in each case with a combined  capital
and surplus or net worth of at least $50,000,000.

     PERMITTED  LIEN:  any Lien  described in clauses (a) through (g) ofss. 6 of
the Lease.

     PERMITTED SUBLEASE: a sublease permitted underss. 7.2.7 of the Lease.

     PERMITTED SUBLESSEE: the sublessee under a Permitted Sublease.

     PERSON  or  PERSON:  an  individual,  firm,  business,  partnership,  joint
venture,   trust,  trustee,   Government  Entity,   organization,   association,
corporation,   limited  liability  company,   government  agency,   governmental
committee,  governmental  department,  governmental authority, and other body or
organization,  corporate or incorporate, whether having distinct legal status or
not, or any member of any of the same.

     PLAN: any employee benefit plan within the meaning of ERISAss. 3(3), or any
plan within the meaning of Codess. 4975(e)(1).

     PRELIMINARY NOTICE: defined inss. 17.1 of the Lease.

     PURCHASE AGREEMENT:  shall mean Purchase Agreement No. _____ by and between
Lessee and the Airframe  Manufacturer,  dated as of __________,  2000, including
the exhibits and letter  agreements  appended thereto and  incorporated  therein
(except Letter Agreement Nos. __________, __________, and ----------).

     PURCHASE  AGREEMENT  ASSIGNMENT:  Purchase  Agreement and Engine Warranties
Assignment N___AT, dated the Delivery Date, between Lessee and Owner Trustee.

     PURCHASE DATE: the last Business Day of the Base Term or a Renewal Term, as
specified in any Purchase Notice.

     PURCHASE NOTICE: defined inss. 17.3.1 of the Lease.

     REMOVABLE PARTS: defined inss. D of Annex C to the Lease.

     RENEWAL NOTICE: defined inss. 17.2.1 of the Lease.

     RENEWAL  RENT:  the  basic  rent  payable  for a Renewal  Term,  determined
pursuant toss. 17.2.2 of the Lease.

     RENEWAL TERM: a one-year term for which the Lease is extended by Lessee (if
applicable) pursuant toss. 17 of the Lease.

     RENT: Basic Rent and Supplemental Rent.

     REPLACEMENT  AIRFRAME:  an airframe  substituted for the Airframe  pursuant
toss. 10 of the Lease.

     REPLACEMENT  ENGINE:  an engine  substituted  for an Engine pursuant to the
Lease.

     RETURN ACCEPTANCE SUPPLEMENT:  a Return Acceptance Supplement,  dated as of
the date the  Aircraft  is  returned to Lessor  pursuant  toss.  5 of the Lease,
entered into by Lessor and Lessee, substantially in the form of Exhibit B to the
Lease.

     SCHEDULED DELIVERY DATE: the expected Delivery Date that Lessee notifies to
each  Owner  Participant,   and  Owner  Trustee  pursuant  to  ss.  4.1  of  the
Participation  Agreement,  which  must be a  Business  Day not  later  than  the
Commitment Termination Date.

     SCHEDULED EXPIRATION DATE: defined in Schedule 1 to the Lease.

     SEC: the  Securities and Exchange  Commission of the United States,  or any
Government  Entity  succeeding to the functions of the  Securities  and Exchange
Commission.

     SECTION 1110: Bankruptcy Codess. 1110.

     SECURITIES ACT: the Securities Act of 1933.

     SECURITY: a "security" as defined inss. 2(1) of the Securities Act.

     SELLER: _______________ [Lessee] [Airframe Manufacturer] [other].

     SIGNIFICANT   EXPENDITURE:   expenditures   in  excess  of  $5,000,000  for
non-severable   improvements  to  the  Aircraft  which   constitute   "Mandatory
Modifications" as defined inss. D of Annex C to the Lease.

     SIMILAR AIRCRAFT: defined in Schedule 1 to the Lease.

     SLV RATE: defined in Schedule 1 to the Lease.

     SPECIAL  DEFAULT:  (1)  Lessee's  failure to pay any amount of Basic  Rent,
Stipulated  Loss  Value,  or  Termination  Value  when due,  or (2) any  Default
referred to inss. 14.5 of the Lease.

     STANDARD & POOR'S: Standard & Poor's Ratings Services.

     STIPULATED LOSS VALUE for the Aircraft:  (1) during the Base Term, Lessor's
Cost  multiplied by the  percentage in Schedule 3 to the Lease (as adjusted from
time to time in  accordance  with ss.  3.2.1  of the  Lease)  for the  pertinent
Stipulated  Loss  Value  Date,  and (2)  during  any  Renewal  Term,  the amount
determined  pursuant to ss. 17.2.3 of the Lease.  If the event giving rise to an
obligation to pay any Stipulated  Loss Value occurs and the actual date that the
loss of tax  benefits  resulting  from such event shall be earlier or later than
the date assumed in calculating the federal income tax consequences reflected in
the  applicable  Stipulated  Loss  Value,  such  Stipulated  Loss Value shall be
appropriately  adjusted  upwards or downwards to reflect the actual date of such
loss.

     STIPULATED  LOSS VALUE DATE for any month:  the day in that month specified
in Schedule 3 to the Lease or, if that day is not a Business  Day, the following
Business Day.

     SUPPLEMENTAL  RENT:  all  Expenses,  Transaction  Expenses,  and all  other
amounts, liabilities,  indemnities, and obligations (other than Basic Rent) that
Lessee  assumes  or becomes  obligated  to pay or agrees to pay under any Lessee
Operative  Agreement  to or on behalf of Lessor or any other  Person,  including
Stipulated Loss Value,  Termination Value, and indemnity payments under ss. 9 of
the Participation Agreement.

     TAX ATTRIBUTE  PERIOD:  the period from the Delivery Date through  December
31, 20__ [DELIVERY  DATE YEAR PLUS SEVEN] or such longer period of  depreciation
as may be allowable by reason of an indemnifiable  event under the Tax Indemnity
Agreement;

     TAX INDEMNITEE:  (1) FSB and Owner Trustee, (2) each separate or additional
trustee appointed  pursuant to the Trust Agreement,  (3) each Owner Participant,
(4) the  Trust  Estate,  and (5) the  successors,  assigns,  and  agents  of the
foregoing.  For purposes of this definition,  the term "Owner Participant" shall
include any member of an affiliated  group (within the meaning of Code ss. 1504)
of which Owner  Participant is a member at the pertinent time, if  consolidated,
joint,  or combined  returns are filed for such  affiliated  group for  federal,
state, or local income tax purposes.

     TAX INDEMNITY AGREEMENT: Tax Indemnity Agreement N___AT, dated the Delivery
Date, between Lessee and Owner Participant.

     TAXES:  all  fees  (including  license,   recording,   documentation,   and
registration fees), taxes, including income, gross receipt franchise sales, use,
rental, turnover,  business,  occupational,  excise,  value-added,  tangible and
intangible  property  and  stamp  taxes,  levies,   imposts,   duties,  charges,
assessments,  or  withholdings  of any nature  whatsoever  imposed by any Taxing
Authority,  and any penalties,  additions to tax, fines, or interest  thereon or
additions thereto.

     TAXING AUTHORITY:  any federal,  state, or local government or other taxing
authority in the United  States or its  possessions,  any foreign  government or
political  subdivision or taxing authority  thereof,  any  international  taxing
authority,  or any  territory  or  possession  of the  United  States  or taxing
authority thereof.

     TERM: the term,  commencing on the Delivery Date, for which the Aircraft is
leased  pursuant  to ss. 3 of the  Lease,  consisting  of the Base  Term and any
Renewal  Term(s);  PROVIDED,  that,  if at the  scheduled  end of the  Term  the
Aircraft or Airframe is being used,  or was within the previous six months being
used, by the U.S. Government pursuant to CRAF, the Term shall be deemed extended
for the period  necessary  to  accommodate  usage of the  Aircraft  or  Airframe
pursuant to CRAF plus six months  thereafter,  and Lessee  shall be obligated to
pay Basic Rent for any such  extension  period at a quarterly  rate equal to the
average of the Basic Rent paid  during the Base Term or the  applicable  Renewal
Term (whichever ended immediately before such extension).

     TERMINATION DATE: any Payment Date occurring after the seventh  anniversary
of the Delivery Date on which the Lease  terminates in accordance  withss.  9 of
the Lease.

     TERMINATION  VALUE  for  the  Aircraft:  Lessor's  Cost  multiplied  by the
percentage  in  Schedule  4 to the  Lease  (as  adjusted  from  time  to time in
accordance  with ss.  3.2.1 of the Lease) for the  pertinent  Termination  Value
Date.  If the event giving rise to an obligation  to pay any  Termination  Value
occurs and the actual  date that the loss of tax  benefits  resulting  from such
event shall be earlier or later than the date assumed in calculating the federal
income tax  consequences  reflected in the applicable  Termination  Value,  such
Termination  Value  shall be  appropriately  adjusted  upwards or  downwards  to
reflect the actual date of such loss.

     TERMINATION  VALUE DATE for any month:  the day in such month  specified in
Schedule 4 to the Lease or, if such day is not a  Business  Day,  the  following
Business Day.

     THRESHOLD AMOUNT: defined in Schedule 1 to the Lease.

     TRANSACTION EXPENSES:  (1) the reasonable and actual fees and disbursements
incurred in  connection  with the  negotiation,  execution,  and delivery of the
Operative  Agreements of (a) Ray,  Quinney & Nebeker,  special counsel for Owner
Trustee under the Trust  Agreement,  such  information  to be furnished by Owner
Trustee, (b) FAA Counsel,  such information to be furnished by Lessee, (c) Dewey
Ballantine LLP,  special counsel to Owner  Participant (as defined in Schedule 3
to the  Participation  Agreement),  such  information  to be  furnished by Owner
Participant,   (d)  Troutman  Sanders  LLP,  special  counsel  to  Lessee,  such
information to be furnished by Lessee, and (e) Lessee Advisor,  such information
to be furnished by Lessee,  (2) all fees,  taxes,  and other charges  payable in
connection with the recording or filing of instruments and financing statements,
such  information to be furnished by Lessee,  (3) the initial fee and reasonable
and  actual  disbursements  of Owner  Trustee  under the Trust  Agreement,  such
information to be furnished by Owner Trustee,  (4) the fee of the Appraiser with
respect to the  appraisal  of the  Aircraft  referred to in ss.  5.1.2(l) of the
Participation Agreement,  such information to be furnished by Owner Participant,
and (5) the  equity  placement  fee and  reasonable  disbursements  of  Lessee's
Advisor(s), such information to be furnished by Lessee.

     TRANSACTIONS: the transactions contemplated by the Operative Agreements.

     TRANSFER: the transfer, sale, assignment, or other conveyance of all or any
interest in any property, right, or interest.

     TRANSFEREE: a Person to whom Owner Participant or Owner Trustee purports or
intends to  Transfer  any or all of its right,  title,  or interest in the Trust
Estate, as described in ss. 10.1.1(a),  ss. 10.1.2, or ss. 10.1.3 (but excluding
participants   in  any   participation   referred  to  in  ss.  10.1.3)  of  the
Participation Agreement.

     TRANSPORTATION CODE: subtitle VII of title 49, United States Code.

     TRUST: the trust created by the Trust Agreement.

     TRUST AGREEMENT:  Trust Agreement  N___AT,  dated as of __________ 1, 200_,
between Owner Participant and FSB.

     TRUST ESTATE: all Owner Trustee's estate, right, title, and interest in and
to the Aircraft, the Lease, the Purchase Agreement, [and the Engine Manufacturer
Warranty  Agreement,]  including all Basic Rent and Supplemental Rent (including
insurance proceeds and requisition, indemnity, or other payments of any kind for
of with respect to the Aircraft), but excluding any Excluded Payment.

     UCC:  the  Uniform   Commercial   Code  as  in  effect  in  any  applicable
jurisdiction.

            UNITED STATES or U.S.: the United States of America;  PROVIDED, that
for geographic purposes, "United States" means the 50 states and the District of
Columbia of the United States of America.

     U.S.  AIR  CARRIER:  any United  States air carrier who is a Citizen of the
United  States  holding  an air  carrier  operating  certificate  issued  by the
Secretary of Transportation  pursuant to chapter 447 of the Transportation  Code
for aircraft  capable of carrying 10 or more  individuals or 6000 pounds or more
of cargo, and as to whom there is in force an air carrier operating  certificate
issued  pursuant  to FAR Part  121,  or who may  operate  as an air  carrier  by
certification or otherwise under any successor or substitute provisions therefor
or in the absence thereof.

     U.S.  GOVERNMENT:  the  federal  government  of the United  States,  or any
instrumentality or agency thereof the obligations of which are guaranteed by the
full faith and credit of the federal government of the United States.

     U.S. PERSON: any Person described in Codess. 7701(a)(30).

     WET LEASE: any arrangement  whereby Lessee or a Permitted  Sublessee agrees
to furnish the Aircraft,  the Airframe,  or any Engine to a third party pursuant
to which the Aircraft,  Airframe,  or Engine is at all times in the  operational
control of Lessee or a Permitted Sublessee,  PROVIDED, that Lessee's obligations
under the Lease shall continue in full force and effect notwithstanding any such
arrangement.