AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-AAT

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


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

        1.     Subject Matter of Sale                                      1

        2.     Price, Taxes and Payment                                    1

        3.     Regulatory Requirements and Certificates                    3

        4.     Detail Specification; Changes                               4

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

        6.     Delivery                                                    5

        7.     Excusable Delay                                             5

        8.     Risk Allocation/Insurance                                   7

        9.     Assignment, Resale or Lease                                 8

        10.    Termination for Certain Events                              9

        11.    Notices                                                    10

        12.    Miscellaneous                                              10

     EXHIBITS

         A          Buyer Furnished Equipment Provisions Document

         B          Customer Support Document

         C          Product Assurance Document


APPENDICES

         I          Insurance Certificate

        II          Purchase Agreement Assignment

        III         Post-Delivery Sale Notice

        IV          Post-Delivery Lease Notice

         V          Purchaser's/Lessee's Agreement

        VI          Owner Appointment of Agent - Warranties

        VII         Contractor Confidentiality Agreement


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                AIRCRAFT GENERAL TERMS AGREEMENT NUMBER AGTA-AAT

                                     between

                               The Boeing Company

                                       and

                            American Trans Air, Inc.

                                   Relating to

                                 BOEING AIRCRAFT


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

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

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

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

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

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

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

                  2.1      Price.
                           -----

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

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

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

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

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

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

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

                  2.2      Taxes.
                           -----

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

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



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                  2.3      Payment.
                           -------

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

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

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

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

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

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

     3.2  FAA  or  Applicable   Regulatory   Authority   Manufacturer   Changes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     9.1.2 Boeing may assign its rights to receive money; and

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

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

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

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

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

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

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

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

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

                  10.1     Termination.  If either party

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

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

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

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



<PAGE>


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

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

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

                                       Attention:        Treasurer


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

                                       Attention:     Vice President - Contracts
                                                      Mail Code 21-34


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

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

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

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

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

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

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


DATED AS OF  June 30, 2000
             --------------


AMERICAN TRANS AIR, INC.                       THE BOEING COMPANY


By:   /s/ Kenneth K. Wolff                     By:   /s/ R. C. Nelson
      -------------------------------               --------------------


Its:  Executive Vice President & CFO           Its: Attorney-In-Fact
      -------------------------------               ---------------------




                                    EXHIBIT A

                                       to

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-AAT

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.



                  BUYER FURNISHED equipment provisions document








<PAGE>


                  BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


1.       General.
         -------

         Certain  equipment  to be  installed  in the  Aircraft is  furnished to
Boeing by Customer at Customer's  expense.  This equipment is designated  "Buyer
Furnished  Equipment"  (BFE) and is listed in the Detail  Specification.  Boeing
will  provide to Customer a BFE  Requirements  On-Dock/Inventory  Document  (BFE
Document) or an electronically  transmitted BFE Report which may be periodically
revised,  setting  forth the  items,  quantities,  on-dock  dates  and  shipping
instructions relating to the in sequence installation of BFE as described in the
applicable Supplemental Exhibit to this Exhibit A in a purchase agreement at the
time of aircraft purchase.

2.       Supplier Selection.
         ------------------

         Customer will:

     2.1 Select and notify  Boeing of the  suppliers of BFE items by those dates
appearing in Supplemental  Exhibit BFE1to the applicable  purchase  agreement at
the time of aircraft purchase.

     2.2 Meet with Boeing and such  selected BFE suppliers  promptly  after such
selection to:

     2.2.1 complete BFE configuration design requirements for such BFE; and

     2.2.2 confirm technical data submittal requirements for BFE certification.

3.       Customer's Obligations.
         ----------------------

         Customer will:

     3.1 comply with and cause the supplier to comply with the provisions of the
BFE Document or BFE Report;

     3.1.1 deliver  technical data (in English) to Boeing as required to support
installation and FAA  certification in accordance with the schedule  provided by
Boeing or as mutually agreed upon during the BFE meeting referred to above;

     3.1.2 deliver BFE including  production  and/or flight  training spares and
BFE Aircraft  Software to Boeing in accordance  with the quantities and schedule
provided therein; and

     3.1.3 assure that all BFE Aircraft Software is delivered in compliance with
Boeing's then-current Standards for Loadable Systems;

     3.1.4 assure that all BFE parts are  delivered  to Boeing with  appropriate
quality assurance documentation;

     3.2  authorize  Boeing to discuss all details of the BFE directly  with the
BFE suppliers;

     3.3 authorize  Boeing to conduct or delegate to the supplier quality source
inspection and supplier hardware acceptance of BFE at the supplier location;

     3.3.1 require supplier's  contractual  compliance to Boeing defined quality
assurance  requirements,  source  inspection  programs and  supplier  delegation
programs,  including  availability  of adequate  facilities for Boeing  resident
personnel; and

     3.3.2  assure  that all BFE  supplier's  quality  systems  are  approved to
Boeing's then current standards for such systems ;

     3.4  obtain  from  supplier  a  non-exclusive,   perpetual,   royalty-free,
irrevocable  license for Boeing to copy BFE  Aircraft  Software.  The license is
needed to enable Boeing to load the software  copies in (i) the aircraft's  mass
storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs, etc.), (iii) the BFE
hardware and/or (iv) an intermediate device or other media to facilitate copying
of the BFE Aircraft Software into the aircraft's MSD, BFE hardware and/or media,
including media as Boeing may deliver to Customer with the aircraft;

     3.5  grant  Boeing a  license,  extending  the  same  rights  set  forth in
paragraph  3.4 above,  to copy:  a) BFE Aircraft  Software and data Customer has
modified  and/or  b) other  software  and  data  Customer  has  added to the BFE
Aircraft Software;

     3.6 provide necessary field service  representation at Boeing's  facilities
to support Boeing on all issues related to the installation and certification of
BFE;

     3.7  deal  directly  with  all  BFE  suppliers  to  obtain  overhaul  data,
provisioning  data,  related  product  support  documentation  and any  warranty
provisions applicable to the BFE;

     3.8  work  closely  with  Boeing  and  the BFE  suppliers  to  resolve  any
difficulties, including defective equipment, that arise;

     3.9 be  responsible  for modifying,  adjusting  and/or  calibrating  BFE as
required for FAA approval and for all related expenses;

     3.10 assure that a  proprietary  information  agreement is in place between
Boeing and BFE suppliers  prior to Boeing  providing any  documentation  to such
suppliers,

     3.11 warrant that the BFE will comply with all applicable FARs and the U.S.
Food and Drug Administration (FDA) sanitation  requirements for installation and
use in the Aircraft at the time of delivery.  Customer will be  responsible  for
supplying any data and adjusting,  calibrating,  re-testing or updating such BFE
and data to the extent  necessary to obtain  applicable FAA and FDA approval and
shall bear the resulting expenses.

     3.12  warrant  that  the BFE  will  meet  the  requirements  of the  Detail
Specification; and

     3.13 be responsible  for providing  equipment  which is FAA  certifiable at
time  of  Aircraft  delivery,  or for  obtaining  waivers  from  the  applicable
regulatory agency for non-FAA certifiable equipment.

4.       Boeing's Obligations.
         --------------------

         Other than as set forth below, Boeing will provide for the installation
of and install the BFE and obtain  certification  of the  Aircraft  with the BFE
installed.

5.       Nonperformance by Customer.
         --------------------------

         If Customer's  nonperformance  of obligations in this Exhibit or in the
BFE Document  causes a delay in the delivery of the Aircraft or causes Boeing to
perform  out-of-sequence or additional work,  Customer will reimburse Boeing for
all  resulting  expenses  and be  deemed  to have  agreed  to any such  delay in
Aircraft delivery. In addition Boeing will have the right to:

     5.1 provide and install specified equipment or suitable alternate equipment
and increase the price of the Aircraft accordingly; and/or

         5.2      deliver the Aircraft to Customer without the BFE installed.

6.       Return of Equipment.
         -------------------

         BFE not  installed  in the  Aircraft  will be  returned  to Customer in
accordance with Customer's instructions and at Customer's expense.



<PAGE>


7.       Title and Risk of Loss.
         ----------------------

         7.1 With respect to Aircraft  manufactured  in the State of Washington,
title to and risk of loss of BFE  provided for such  Aircraft  will at all times
remain with  Customer or other owner.  Boeing will have only such  liability for
BFE as a bailee for mutual  benefit would have,  but will not be liable for loss
of use.

         7.2 With respect to Aircraft  manufactured  in the State of California,
Customer  agrees  to  sell  and  Boeing  agrees  to  purchase  each  item of BFE
concurrently with its delivery to Boeing. A reasonable shipset price for the BFE
shall be established with Customer.  Customer and Boeing agree that the Aircraft
Price will be increased by the amount of said shipset price and such amount will
be included on Boeing's invoice at time of Aircraft  delivery.  Boeing's payment
for the purchase of each shipset of BFE from  Customer  will be made at the time
of delivery of the Aircraft in which the BFE is installed.

8.       Interchange of BFE

         To properly maintain Boeing's  production flow and to preserve Boeing's
delivery commitments,  Boeing reserves the right, if necessary, due to equipment
shortages  or failures,  to  interchange  new items of BFE acquired  from or for
Customer  with new items of the same  part  numbers  acquired  from or for other
customers of Boeing.  Used BFE acquired from Customer or from other customers of
Boeing will not be interchanged.

9.       Indemnification of Boeing.
         -------------------------

         Customer hereby  indemnifies and holds harmless Boeing from and against
all claims and liabilities,  including costs and expenses (including  attorneys'
fees) incident  thereto or incident to  successfully  establishing  the right to
indemnification,  for  injury to or death of any  person or  persons,  including
employees of Customer but not  employees of Boeing,  or for loss of or damage to
any property,  including  any  Aircraft,  arising out of or in any way connected
with any  nonconformance or defect in any BFE and whether or not arising in tort
or occasioned by the  negligence of Boeing.  This  indemnity will not apply with
respect to any  nonconformance or defect caused solely by Boeing's  installation
of the BFE.

10.      Patent Indemnity.
         ----------------

         Customer hereby  indemnifies and holds harmless Boeing from and against
all claims,  suits, actions,  liabilities,  damages and costs arising out of any
actual or  alleged  infringement  of any patent or other  intellectual  property
rights by BFE or arising out of the installation, sale or use of BFE by Boeing.



<PAGE>


11.      Definitions.
         -----------

         For the purposes of the above  indemnities,  the term "Boeing" includes
The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of
each, and their directors, officers, employees and agents.



                                    EXHIBIT B

                                       to

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-AAT

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                            CUSTOMER SUPPORT DOCUMENT



                             This document contains:

              Part 1:      Maintenance and Flight Training Programs; Operations
                           Engineering Support

              Part 2:      Field Services and Engineering Support
                           Services

              Part 3:      Technical Information and Materials

              Part 4:      Alleviation or Cessation of Performance

              Part 5:      Protection of Proprietary Information and
                           Proprietary Materials


<PAGE>




                            CUSTOMER SUPPORT DOCUMENT

                 PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING
                    PROGRAMS; OPERATIONS ENGINEERING SUPPORT


1.       Boeing Training Programs.
         ------------------------

     1.1 Boeing will provide  maintenance  training and flight training programs
to support the  introduction  of a specific model of aircraft into service.  The
training  programs will consist of general and  specialized  courses and will be
described in a Supplemental Exhibit to the applicable purchase agreement.

     1.2 Boeing will conduct all training at Boeing's primary training  facility
for the model of aircraft purchased unless otherwise agreed.

     1.3 All training will be presented in the English language.  If translation
is required, Customer will provide interpreters.

         1.4  Customer  will be  responsible  for  all  expenses  of  Customer's
personnel.  Boeing  will  transport  Customer's  personnel  between  their local
lodging and Boeing's training facility.

2.       Training Planning Conferences.
         -----------------------------

         Customer and Boeing will conduct planning conferences  approximately 12
months before the scheduled  delivery  month of the first aircraft of a model to
define and schedule the maintenance and flight training programs.

3.       Operations Engineering Support.
         ------------------------------

         3.1 As long  as an  aircraft  purchased  by  Customer  from  Boeing  is
operated  by  Customer  in  scheduled  revenue  service,   Boeing  will  provide
operations engineering support. Such support will include:

     3.1.1  assistance with the analysis and preparation of performance  data to
be  used  in  establishing  operating  practices  and  policies  for  Customer's
operation of aircraft;

     3.1.2  assistance with  interpretation  of the minimum  equipment list, the
definition of the  configuration  deviation  list and the analysis of individual
aircraft performance;

     3.1.3 assistance with solving operational problems associated with delivery
and route-proving flights;

     3.1.4 information  regarding significant service items relating to aircraft
performance or flight operations; and

     3.1.5 if requested by Customer,  Boeing will provide operations engineering
support during an aircraft ferry flight.

4.       Training at a Facility Other Than Boeing's.
         ------------------------------------------

         If requested by Customer, Boeing will conduct the classroom portions of
the  maintenance  and  flight  training  (except  for the  Performance  Engineer
training courses) at a mutually  acceptable  alternate training site, subject to
the following conditions:

     4.1 Customer  will  provide  acceptable  classroom  space,  simulators  (as
necessary for flight  training) and training  equipment  required to present the
courses;

     4.2 Customer will pay Boeing's then-current per diem charge for each Boeing
instructor for each day, or fraction  thereof,  that the instructor is away from
their home location , including travel time;

     4.3  Customer  will  reimburse  Boeing for the actual  costs of  round-trip
transportation  for  Boeing's  instructors  and the  shipping  costs of training
Materials between the primary training facility and the alternate training site;

     4.4 Customer will be responsible  for all taxes,  fees,  duties,  licenses,
permits and similar expenses incurred by Boeing and its employees as a result of
Boeing's  providing  training at the  alternate  site or incurred as a result of
Boeing providing revenue service training; and

     4.5 Those portions of training that require the use of training devices not
available at the  alternate  site will be  conducted at Boeing's  facility or at
some other alternate site.

5.       General Terms and Conditions.
         ----------------------------

     5.1 Boeing flight  instructor  personnel  will not be required to work more
than 5 days per week, or more than 8 hours in any one 24-hour  period,  of which
not more than 5 hours per 8-hour workday will be spent in actual  flying.  These
foregoing  restrictions  will not apply to ferry  assistance or revenue  service
training services, which will be governed by FAA rules and regulations.

     5.2 Normal  Line  Maintenance  is defined as line  maintenance  that Boeing
might  reasonably  be expected  to furnish for flight crew  training at Boeing's
facility,  and will include ground support and aircraft storage in the open, but
will not include  provision  of spare  parts.  Boeing will  provide  Normal Line
Maintenance services for any aircraft while the aircraft is used for flight crew
training at Boeing's  facility in accordance  with the Boeing  Maintenance  Plan
(Boeing  document  D6-82076) and the Repair  Station  Operation  and  Inspection
Manual (Boeing document D6-25470). Customer will provide such services if flight
crew  training  is  conducted  elsewhere.  Regardless  of the  location  of such
training,  Customer will be  responsible  for providing  all  maintenance  items
(other  than those  included  in Normal Line  Maintenance)  required  during the
training,  including,  but not limited to,  fuel,  oil,  landing  fees and spare
parts.

     5.3 If the  training is based at  Boeing's  facility,  and the  aircraft is
damaged  during such  training,  Boeing will make all  necessary  repairs to the
aircraft as promptly as possible.  Customer will pay Boeing's reasonable charge,
including the price of parts and materials,  for making the repairs. If Boeing's
estimated labor charge for the repair exceeds $25,000,  Boeing and Customer will
enter into an agreement  for  additional  services  before  beginning the repair
work.

     5.4 If the flight training is based at Boeing's facility,  several airports
in surrounding  states may be used, at Boeing's option.  Unless otherwise agreed
in the flight training planning conference, it will be Customer's responsibility
to make arrangements for the use of such airports.

     5.5 If Boeing agrees to make arrangements on behalf of Customer for the use
of  airports  for flight  training,  Boeing  will pay on  Customer's  behalf any
landing  fees  charged  by any  airport  used in  conjunction  with  the  flight
training. At least 30 days before flight training,  Customer will provide Boeing
an open  purchase  order  against  which  Boeing will  invoice  Customer for any
landing fees Boeing paid on Customer's  behalf. The invoice will be submitted to
Customer  approximately  60 days after flight  training is  completed,  when all
landing fee charges have been received and verified. Customer will pay to Boeing
within 30 days of the date of the invoice.

     5.6 If  requested  by Boeing,  in order to provide  the flight  training or
ferry  flight  assistance,  Customer  will make  available to Boeing an aircraft
after delivery to familiarize  Boeing  instructor or ferry flight crew personnel
with such  aircraft.  If flight  of the  aircraft  is  required  for any  Boeing
instructor  or ferry  flight  crew  member to maintain an FAA license for flight
proficiency or landing  currency,  Boeing will be  responsible  for the costs of
fuel,  oil,  landing  fees and spare parts  attributable  to that portion of the
flight.

     5.7 If any part of the training  described in paragraph 1.1 of this Exhibit
is not used by Customer within 12 months after the delivery of the last aircraft
under the relevant purchase  agreement,  Boeing will not be obligated to provide
such training.


<PAGE>




                            CUSTOMER SUPPORT DOCUMENT

                 PART 2: FIELD AND ENGINEERING SUPPORT SERVICES


1.       Field Service Representation.
         ----------------------------

         Boeing will furnish field  service  representation  to advise  Customer
with respect to the  maintenance  and  operation of an aircraft  (Field  Service
Representatives).

         1.1  Field  Service   representation  will  be  available  at  or  near
Customer's  main  maintenance  or  engineering  facility  beginning  before  the
scheduled  delivery  month of the first  aircraft  and  ending  12 months  after
delivery of the last aircraft covered by a specific purchase agreement.

         1.2 Customer will provide,  at no charge to Boeing,  suitable furnished
office  space and office  equipment  at the  location  where Boeing is providing
Field  Service  Representatives.  As required,  Customer  will assist each Field
Service  Representative  with  visas,  work  permits,  customs,  mail  handling,
identification passes and formal introduction to local airport authorities.

         1.3  Boeing  Field  Service  Representatives  are  assigned  to various
airports around the world.  Whenever  Customer's  aircraft are operating through
any such airport,  the services of Boeing's  Field Service  Representatives  are
available to Customer.

2.       Engineering Support Services.
         ----------------------------

         Boeing  will,  if requested by  Customer,  provide  technical  advisory
assistance  for any aircraft and Boeing Product (as defined in Part I of Exhibit
C). Technical advisory  assistance,  provided from the Seattle area or at a base
designated by Customer as appropriate, will include:

         2.1 Operational  Problem Support. If Customer  experiences  operational
problems  with an  aircraft,  Boeing will  analyze the  information  provided by
Customer  to  determine  the  probable  nature and cause of the  problem  and to
suggest possible solutions.

         2.2 Schedule Reliability Support. If Customer is not satisfied with the
schedule  reliability  of a specific  model of  aircraft,  Boeing  will  analyze
information  provided  by  Customer  to  determine  the  nature and cause of the
problem and to suggest possible solutions.

         2.3 Maintenance Cost Reduction  Support.  If Customer is concerned that
actual  maintenance costs of a specific model of aircraft are excessive,  Boeing
will analyze information  provided by Customer to determine the nature and cause
of the problem and to suggest possible solutions.

         2.4  Aircraft  Structural  Repair  Support.  If Customer  is  designing
structural repairs and desires Boeing's support, Boeing will analyze and comment
on Customer's engineering releases relating to structural repairs not covered by
Boeing's Structural Repair Manual.

         2.5 Aircraft  Modification  Support.  If Customer is designing aircraft
modifications and requests Boeing's support,  Boeing will analyze and comment on
Customer's  engineering  proposals for changes in, or replacement  of,  systems,
parts, accessories or equipment manufactured to Boeing's detailed design. Boeing
will not analyze or comment on any major  structural  change  unless  Customer's
request for such  analysis  and comment  includes  complete  detailed  drawings,
substantiating  information  (including any  information  required by applicable
government agencies),  all stress or other appropriate analyses,  and a specific
statement  from  Customer  of the  substance  of the  review  and  the  response
requested.

         2.6  Facilities,  Ground  Equipment and Maintenance  Planning  Support.
Boeing will, at Customer's request,  evaluate Customer's  technical  facilities,
tools and equipment for servicing and maintaining aircraft, to recommend changes
where necessary and to assist in the formulation of an initial  maintenance plan
for the introduction of the aircraft into service.

         2.7 Post-Delivery Service Support.  Boeing will, at Customer's request,
perform work on an aircraft  after  delivery but prior to the initial  departure
flight  or upon  the  return  of the  aircraft  to  Boeing's  facility  prior to
completion of that flight. In that event the following provisions will apply.

     2.7.1  Boeing  may rely upon the  commitment  authority  of the  Customer's
personnel requesting the work.

     2.7.2 As title  and risk of loss has  passed  to  Customer,  the  insurance
provisions of Article 8.2 of the AGTA apply.

     2.7.3 The provisions of the Boeing  Warranty in Part 2 of Exhibit C of this
AGTA apply.

     2.7.4 Customer will pay Boeing for requested work not covered by the Boeing
Warranty, if any.

                  2.7.5  The   DISCLAIMER   AND   RELEASE   and   EXCLUSION   OF
CONSEQUENTIAL AND OTHER DAMAGES  provisions in Article 11 of Part 2 of Exhibit C
of this AGTA apply.

         2.8 Additional  Services.  Boeing may, at Customer's  request,  provide
additional services for an aircraft after delivery,  which may include,  but not
be limited to, retrofit kit changes (kits and/or information),  training, flight
services,  maintenance and repair of aircraft.  Such additional services will be
subject  to a  mutually  acceptable  price,  schedule  and  scope of  work.  The
DISCLAIMER  AND RELEASE and the  EXCLUSION OF  CONSEQUENTIAL  AND OTHER  DAMAGES
provisions  in Article 11 of Part 2 of Exhibit C of this AGTA and the  insurance
provisions in Article 8.2 of this AGTA will apply to any such work. Title to and
risk of loss of any such aircraft will always remain with Customer.


<PAGE>





                            CUSTOMER SUPPORT DOCUMENT

                   PART 3: TECHNICAL INFORMATION AND MATERIALS


1.       General.
         -------

         Materials  are  defined as any and all items that are created by Boeing
or a third party,  which are  provided  directly or  indirectly  from Boeing and
serve primarily to contain, convey or embody information.  Materials may include
either tangible embodiments (for example,  documents or drawings), or intangible
embodiments (for example,  software and other  electronic  forms) of information
but excludes Aircraft Software. Aircraft Software is defined as software that is
installed on and used in the operation of the aircraft.

         Boeing  will  furnish to  Customer  certain  Materials  to support  the
maintenance  and operation of the aircraft at no additional  charge to Customer,
except as otherwise  provided  herein.  Such Materials  will, if applicable,  be
prepared generally in accordance with Air Transport Association of America (ATA)
Specification  No. 100, entitled  "Specification  for  Manufacturers'  Technical
Data".  Materials  will be in English and in the units of measure used by Boeing
to manufacture an aircraft.

         Digitally-produced Materials will, if applicable, be prepared generally
in accordance with ATA Specification No. 2100, dated January 1994, "Digital Data
Standards for Aircraft Support."

2.       Materials Planning Conferences.
         ------------------------------

         Customer and Boeing will conduct planning conferences  approximately 12
months before the scheduled  delivery  month of the first aircraft of a model in
order to mutually  determine  the proper  format and quantity of Materials to be
furnished to Customer in support of the aircraft.

         When  available,  Customer may select one Boeing  digital format as the
delivery  medium.  Should a Boeing  digital  format not be chosen,  Customer may
select a reasonable  quantity of printed and 16mm  microfilm  formats,  with the
exception  of the  Illustrated  Parts  Catalog,  which will be  provided  in one
selected format only.

3.       Information and Materials - Incremental Increase.
         ------------------------------------------------

         Until one year after the month of delivery of the last aircraft covered
by a specific  purchase  agreement,  Customer may annually  request in writing a
reasonable increase in the quantity of Materials with the exception of microfilm
master  copies,  digital  formats,  and others for which a  specified  number of
copies  are  provided.  Boeing  will  provide  the  additional  quantity  at  no
additional  charge  beginning with the next normal revision cycle.  Customer may
request a decrease in revision quantities at any time.

4.       Advance Representative Copies.
         -----------------------------

         All  advance  representative  copies of  Materials  will be selected by
Boeing from available sources.  Such advance copies will be for advance planning
purposes only.

5.       Customized Materials.
         --------------------

         All  customized  Materials  will  reflect  the  configuration  of  each
aircraft as delivered.

6.       Revisions.
         ---------

         6.1 Revision  Service.  Boeing will provide revisions free of charge to
certain  Materials to be identified in the planning  conference  conducted for a
specific model of aircraft,  reflecting  changes developed by Boeing, as long as
Customer operates an aircraft of that model.

         6.2 Revisions Based on Boeing Service Bulletin Incorporation. If Boeing
receives   written  notice  that  Customer   intends  to  incorporate,   or  has
incorporated,  any Boeing  service  bulletin in an  aircraft,  Boeing will at no
charge issue revisions to Materials with revision service reflecting the effects
of such incorporation into such aircraft.

7.       Supplier Technical Data.
         -----------------------

     7.1 For  supplier-manufactured  programmed airborne avionics components and
equipment  classified as Seller  Furnished  Equipment (SFE) or Seller  Purchased
Equipment  (SPE) or Buyer  Designated  Equipment  (BDE) which  contain  computer
software  designed and developed in accordance with Radio  Technical  Commission
for Aeronautics  Document No.  RTCA/DO-178 dated January 1982, No.  RTCA/DO-178A
dated March 1985, or later as available,  Boeing will request that each supplier
of the  components  and  equipment  make  software  documentation  available  to
Customer.

     7.2 The provisions of this Article will not be applicable to items of BFE.

     7.3 Boeing will  furnish to Customer a document  identifying  the terms and
conditions of the product  support  agreements  between Boeing and its suppliers
requiring the suppliers to fulfill  Customer's  requirements for information and
services in support of the specific model of aircraft.



<PAGE>


8.       Buyer Furnished Equipment Data.
         ------------------------------

         Boeing will incorporate BFE information  into the customized  Materials
providing  Customer  makes the  information  available  to Boeing at least  nine
months prior to the scheduled  delivery month of Customer's  first aircraft of a
specific  model.  Customer  agrees to furnish the information in Boeing standard
digital  format if  Materials  are to be delivered  in Boeing  standard  digital
format.

9.       Materials Shipping Charges.
         --------------------------

         Boeing will pay the reasonable  transportation  costs of the Materials.
Customer is responsible for any customs clearance charges, duties, and taxes.

10.      Customer's Shipping Address.
         ---------------------------

         The  Materials  furnished  to  Customer  hereunder  are to be sent to a
single  address to be specified.  Customer  will  promptly  notify Boeing of any
change to the address.


<PAGE>





                            CUSTOMER SUPPORT DOCUMENT

                 PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE


Boeing  will not be required to provide  any  Materials,  services,  training or
other  things at a  facility  designated  by  Customer  if any of the  following
conditions exist:

     1. a labor stoppage or dispute in progress involving Customer;

     2. wars or warlike operations,  riots or insurrections in the country where
the facility is located;

     3. any  condition  at the  facility  which,  in the  opinion of Boeing,  is
detrimental to the general  health,  welfare or safety of its personnel or their
families;

     4. the United States Government  refuses  permission to Boeing personnel or
their  families to enter into the  country  where the  facility  is located,  or
recommends that Boeing personnel or their families leave the country; or

     5. the United  States  Government  refuses  permission to Boeing to deliver
Materials,  services, training or other things to the country where the facility
is located.

     After the location of Boeing  personnel  at the  facility,  Boeing  further
reserves the right,  upon the  occurrence of any of such events,  to immediately
and without prior notice to Customer relocate its personnel and their families.




<PAGE>





                            CUSTOMER SUPPORT DOCUMENT

                  PART 5: PROTECTION OF PROPRIETARY INFORMATION
                                      AND PROPRIETARY MATERIALS


1.       General.
         -------

         All  Materials  provided  by Boeing to  Customer  and not  covered by a
Boeing CSGTA or other agreement between Boeing and Customer defining  Customer's
right to use and disclose the Materials and included information will be covered
by, and subject to the terms of this AGTA.  Title to all  Materials  containing,
conveying or embodying  confidential,  proprietary  or trade secret  information
(Proprietary  Information)  belonging  to Boeing or a third  party  (Proprietary
Materials),  will at all times remain with Boeing or such third party.  Customer
will  treat  all  Proprietary  Materials  and  all  Proprietary  Information  in
confidence and use and disclose the same only as specifically authorized in this
AGTA.

2.       License Grant.
         -------------

         Boeing grants to Customer a worldwide, non-exclusive,  non-transferable
license to use and disclose  Proprietary  Materials in accordance with the terms
and conditions of this AGTA.  Customer is authorized to make copies of Materials
(except for Materials  bearing the copyright  legend of a third party),  and all
copies  of  Proprietary  Materials  will  belong  to Boeing  and be  treated  as
Proprietary  Materials  under this AGTA.  Customer will preserve all proprietary
legends,  and all copyright notices on all Materials and insure the inclusion of
those legends and notices on all copies.

3.       Use of Proprietary Materials and Proprietary Information.
         --------------------------------------------------------

         Customer is authorized  to use  Proprietary  Materials and  Proprietary
Information  for  the  purpose  of:  (a)  operation,   maintenance,  repair,  or
modification  of  Customer's  aircraft for which the  Proprietary  Materials and
Proprietary  Information  have been specified by Boeing and (b)  development and
manufacture of training devices and maintenance tools for use by Customer.

4.       Providing of Proprietary Materials to Contractors.
         -------------------------------------------------

         Customer is authorized to provide  Proprietary  Materials to Customer's
contractors  for the sole purpose of  maintenance,  repair,  or  modification of
Customer's  aircraft for which the Proprietary  Materials have been specified by
Boeing. In addition,  Customer may provide  Proprietary  Materials to Customer's
contractors  for the sole  purpose  of  developing  and  manufacturing  training
devices and maintenance  tools for Customer's use. Before providing  Proprietary
Materials to its contractor, Customer will first obtain a written agreement from
the  contractor  by  which  the  contractor  agrees  (a) to use the  Proprietary
Materials only on behalf of Customer, (b) to be bound by all of the restrictions
and limitations of this Part 5, and (c) that Boeing is a third party beneficiary
under the  written  agreement.  Customer  agrees to  provide  copies of all such
written agreements to Boeing upon request and be liable to Boeing for any breach
of those agreements by a contractor.  A sample agreement acceptable to Boeing is
attached as Appendix VII.

     5.  Providing of  Proprietary  Materials  and  Proprietary  Information  to
Regulatory Agencies.
-----------------------------------------------------------------------------

         When and to the  extent  required  by a  government  regulatory  agency
having  jurisdiction  over  Customer or an aircraft,  Customer is  authorized to
provide  Proprietary  Materials and to disclose  Proprietary  Information to the
agency for use in connection with Customer's operation,  maintenance, repair, or
modification of such aircraft.  Customer agrees to take all reasonable  steps to
prevent the agency from making any distribution,  disclosure,  or additional use
of the Proprietary Materials and Proprietary  Information provided or disclosed.
Customer  further agrees to notify Boeing  immediately  upon learning of any (a)
distribution,  disclosure,  or additional use by the agency,  (b) request to the
agency for distribution,  disclosure, or additional use, or (c) intention on the
part  of  the  agency  to  distribute,  disclose,  or  make  additional  use  of
Proprietary Materials or Proprietary Information.



                                    EXHIBIT C

                                       to

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-AAT

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.



                           PRODUCT ASSURANCE DOCUMENT


                             This document contains:

       Part 1:     Exhibit C Definitions

       Part 2:     Boeing Warranty

       Part 3:     Boeing Service Life Policy

       Part 4:     Supplier Warranty Commitment

       Part 5:     Boeing Interface Commitment

       Part 6:     Boeing Indemnities against Patent and Copyright Infringement



<PAGE>



                           PRODUCT ASSURANCE DOCUMENT

                          PART 1: EXHIBIT C DEFINITIONS

         Authorized  Agent - Agent appointed by Customer to perform  corrections
and to administer  warranties (see Appendix VI to the AGTA for a form acceptable
to Boeing).

         Average Direct Hourly Labor Rate - the average  hourly rate  (excluding
all fringe benefits, premium-time allowances, social charges, business taxes and
the like) paid by Customer to its Direct Labor employees.

         Boeing  Product - any system,  accessory,  equipment,  part or Aircraft
Software that is manufactured  by Boeing or  manufactured  to Boeing's  detailed
design with Boeing's authorization.

         Correct - to repair,  modify, provide modification kits or replace with
a new product.

         Correction  -  a  repair,   a  modification,   a  modification  kit  or
replacement with a new product.

         Corrected  Boeing Product - a Boeing Product which is free of defect as
a result of a Correction.

         Direct  Labor - Labor spent by  Customer's  direct  labor  employees to
remove,  disassemble,  modify, repair, inspect and bench test a defective Boeing
Product,  and to  reassemble,  reinstall a Corrected  Boeing Product and perform
final inspection.

         Direct Materials - Items such as parts,  gaskets,  grease,  sealant and
adhesives,   installed  or  consumed  in  performing  a  Correction,   excluding
allowances for administration, overhead, taxes, customs duties and the like.

         Source   Control   Drawing   (SCD)  -  a   Boeing   document   defining
specifications for certain Supplier Products.

         Supplier - the manufacturer of a Supplier Product.

         Supplier Product - any system,  accessory,  equipment, part or Aircraft
Software that is not manufactured to Boeing's detailed design. This includes but
is not limited to parts  manufactured  to a SCD, all standards,  and other parts
obtained from non-Boeing sources.



<PAGE>


                           PRODUCT ASSURANCE DOCUMENT

                             PART 2: BOEING WARRANTY

1.       Applicability.
         -------------

         This warranty applies to all Boeing Products.  Warranties applicable to
Supplier  Products  are in Part 4.  Warranties  applicable  to  engines  will be
provided by Supplemental Exhibits to individual purchase agreements.

2.       Warranty.
         --------

     2.1 Coverage. Boeing warrants that at the time of delivery:

     (i) the  aircraft  will  conform  to the  Detail  Specification  except for
portions stated to be estimates, approximations or design objectives;

     (ii) all Boeing Products will be free from defects in material,  process of
manufacture  and  workmanship,  including  the  workmanship  utilized to install
Supplier Products, engines and BFE, and;

     (iii) all Boeing  Products  will be free from defects in design,  including
selection of materials and the process of  manufacture,  in view of the state of
the art at the time of design

     2.2 Exceptions.  The following  conditions do not constitute a defect under
this warranty:

     (i) conditions resulting from normal wear and tear;

     (ii) conditions resulting from acts or omissions of Customer; and

     (iii) conditions  resulting from failure to properly service and maintain a
Boeing Product .

     3. Warranty Periods.

         3.1  Warranty.  The warranty  period  begins on the date of aircraft or
Boeing Product delivery and ends: (i) after 48 months for Boeing aircraft models
777-200,  -300 or 737-600,  -700,  -800,  or new  aircraft  models  designed and
manufactured  with  similar,  new  technology;  or, (ii) after 36 months for any
other Boeing aircraft model.

         3.2  Warranty  on  Corrected  Boeing  Products.   The  warranty  period
applicable to a Corrected  Boeing Product,  including the workmanship to Correct
and install, resulting from a defect in material or workmanship is the remainder
of the initial warranty period for the defective Boeing Product it replaced. The
warranty period for a Corrected Boeing Product resulting from a defect in design
is 18 months or the  remainder  of the initial  warranty  period,  whichever  is
longer.  The 18 month  period  begins on the date of delivery  of the  Corrected
Boeing  Product or date of delivery of the kit or kits  furnished to Correct the
Boeing Product.

     3.3 Survival of  Warranties.  All warranty  periods are stated  above.  The
Performance Guarantees will  not survive delivery of the
aircraft.

4.       Remedies.
         --------

     4.1  Correction  Options.  Customer  may, at its option,  either  perform a
Correction  of a  defective Boeing  Product or return the
Boeing Product to Boeing for Correction.

     4.2 Warranty  Labor Rate. If Customer or its  Authorized  Agent  Corrects a
defective Boeing Product,  Boeing will reimburse Customer for Direct Labor Hours
at Customer's  established Warranty Labor Rate. Customer's  established Warranty
Labor Rate will be the greater of the standard  labor rate or 150% of Customer's
Average  Direct Hourly Labor Rate. The standard labor rate paid by Boeing to its
customers is established and published  annually.  Prior to or concurrently with
submittal of Customer's first claim for Direct Labor reimbursement, Customer may
notify Boeing of Customer's  then-current  Average Direct Hourly Labor Rate, and
thereafter  notify  Boeing of any  material  change in such  rate.  Boeing  will
require information from Customer to substantiate such rates.

         4.3  Warranty  Inspections.  In  addition  to the  remedies  to Correct
defects in Boeing  Products,  Boeing  will  reimburse  Customer  for the cost of
Direct Labor to perform  certain  inspections  of the aircraft to determine  the
occurrence of a condition Boeing has identified as a covered defect, provided:

     4.3.1 the  inspections  are  recommended  by a service  bulletin or service
letter issued by Boeing during the warranty period; and

     4.3.2 such reimbursement will not apply to any inspections  performed after
a Correction is available to Customer.

     4.4 Credit Memorandum Reimbursement. Boeing will make all reimbursements by
credit  memoranda which  may be applied toward
the purchase of Boeing goods and services.

     4.5  Maximum   Reimbursement.   Unless  previously   agreed,   the  maximum
reimbursement  for Direct Labor and Direct Materials used to Correct a defective
Boeing  Product will not exceed 65% of Boeing's  then-current  sales price for a
new replacement Boeing Product.

5.       Discovery and Notice.
         --------------------

         5.1      For a claim to be valid:

     (i) the defect must be discovered during the warranty period; and

     (ii) Boeing  Warranty must receive written notice of the discovery no later
than 90 days after  expiration of the warranty  period.  The notice must include
sufficient information to substantiate the claim.

     5.2 Receipt of Customer's or its Authorized Agent's notice of the discovery
of a defect  secures  Customer's  rights to remedies  under this Exhibit C, even
though a Correction is performed after the expiration of the warranty period.

     5.3 Once  Customer has given valid notice of the  discovery of a defect,  a
claim  should be  submitted  as soon as  practicable  after  performance  of the
Correction.

     5.4 Boeing may  release  service  bulletins  or  service  letters  advising
Customer of the availability of certain warranty  remedies.  When such advice is
provided,  Customer  will be  deemed  to have  fulfilled  the  requirements  for
discovery  of the defect and  submittal of notice under this Exhibit C as of the
date specified in the service bulletin or service letter.

6.       Filing a Claim.
         --------------

     6.1  Authority to File.  Claims may be filed by Customer or its  Authorized
Agent.  Appointment of an Authorized  Agent will only be effective upon Boeing's
receipt  of  the  Authorized  Agent's  express  written  agreement,  in  a  form
satisfactory to Boeing,  to be bound by and to comply with all applicable  terms
and conditions of this Aircraft General Terms Agreement.

         6.2      Claim Information.
                  -----------------

     6.2.1  Claimant is  responsible  for providing  sufficient  information  to
substantiate  Customer's  rights to  remedies  under this  Exhibit C. Boeing may
reject  a  claim  for  lack  of  sufficient  information.  At  a  minimum,  such
information must include:

     (i) identity of claimant;

     (ii) serial or block number of the aircraft on which the  defective  Boeing
Product was delivered;

     (iii) part number and nomenclature of the defective Boeing Product;

     (iv) purchase order number and date of delivery of the defective spare part

     (v) description and substantiation of the defect;

     (vi) date the defect was discovered;

     (vii) date the Correction was completed;

     (viii) the total flight hours or cycles accrued;

     (ix) an itemized  account of direct labor hours  expended in performing the
Correction;  and (x) an itemized account of any direct materials incorporated in
the Correction.

     6.2.2  Additional  information  may be required  based on the nature of the
defect and the remedies requested.

         6.3      Boeing Claim Processing.
                  -----------------------

                  6.3.1 Any claim for a Boeing  Product  returned by Customer or
its Authorized Agent to Boeing for Correction must accompany the Boeing Product.
Any claim not associated  with the return of a Boeing Product must be signed and
submitted  in writing  directly by Customer  or its  Authorized  Agent to Boeing
Warranty.

                  6.3.2  Boeing  will  promptly  review  the claim and will give
notification  of claim approval or rejection.  If the claim is rejected,  Boeing
will provide a written explanation.

7.       Corrections Performed by Customer or Its Authorized Agent.
         ---------------------------------------------------------

         7.1 Facilities Requirements. Provided Customer, its Authorized Agent or
its third party  contractor,  as  appropriate,  are certified by the appropriate
Civil  Aviation  Authority  or  Federal  Aviation  Authority,  Customer  or  its
Authorized  Agent may, at its option,  Correct  defective Boeing Products at its
facilities, or may subcontract Corrections to a third party contractor.

         7.2  Technical  Requirements.  All  Corrections  done by Customer,  its
Authorized  Agent or a third party  contractor  must be performed in  accordance
with  Boeing's   applicable   service   manuals,   bulletins  or  other  written
instructions, using parts and materials furnished or approved by Boeing.

         7.3      Reimbursement.
                  -------------

                  7.3.1 Boeing will  reimburse  Customer's  reasonable  costs of
Direct  Materials  and Direct Labor  (excluding  time  expended for overhaul) at
Customer's Warranty Labor Rate to Correct a defective Boeing Product. Claims for
reimbursement must contain sufficient  information to substantiate  Direct Labor
hours expended and Direct Materials  consumed.  Customer or its Authorized Agent
may be required to produce invoices for materials.

                  7.3.2   Reimbursement   for  Direct  Labor  hours  to  perform
Corrections stated in a service bulletin will be based on the labor estimates in
the service bulletin.

                  7.3.3  Boeing  will  reimburse   Customer's   freight  charges
associated  with a Correction of a defect on a Boeing  Product  performed by its
Authorized Agent or a third party contractor.

     7.4  Disposition of Defective  Boeing Products  Beyond  Economical  Repair.

                  7.4.1 A defective Boeing Product found to be beyond economical
repair (see Para. 4.5 Maximum Reimbursement) will be retained for a period of 60
days from the date Boeing receives  Customer's claim.  During the 60 day period,
Boeing  may  request   return  of  such  Boeing   Products  for  inspection  and
confirmation of a defect.

                  7.4.2 After the 60 day period, a defective Boeing Product with
a value of U.S. $2000 or less may be scrapped without notification to Boeing. If
such Boeing  Product has a value greater than U.S.  $2000,  Customer must obtain
confirmation  of   unrepairability   by  Boeing's  on-site   Customer   Services
Representative  prior  to  scrapping.  Confirmation  may be in the  form  of the
Representative's  signature on Customer's claim or through direct  communication
between the Representative and Boeing Warranty.

8.       Corrections Performed by Boeing.
         -------------------------------

         8.1 Freight Charges. Customer or its Authorized Agent will pay shipping
charges to return a Boeing Product to Boeing.  Boeing will reimburse Customer or
its  Authorized  Agent for the charge for any item  determined  to be  defective
under this Aircraft General Terms Agreement. Boeing will pay shipping charges to
return the Corrected Boeing Product.

         8.2 Customer Instructions.  The documentation shipped with the returned
defective  Boeing  Product  may  include  specific  technical  instructions  for
additional  work to be  performed  on the Boeing  Product.  The  absence of such
instructions  will evidence  Customer's  authorization for Boeing to perform all
necessary  Corrections  and work  required  to return  the  Boeing  Product to a
serviceable condition.

         8.3      Correction Time Objectives.
                  --------------------------

                  8.3.1 Boeing's  objective for making Corrections is 10 working
days  for  avionics  and  electronic  Boeing  Products,   30  working  days  for
Corrections of other Boeing Products  performed at Boeing's  facilities,  and 40
working  days for  Corrections  of other Boeing  Products  performed at a Boeing
subcontractor's  facilities.  The  objectives  are measured from the date Boeing
receives the defective Boeing Product and a valid claim to the date Boeing ships
the Correction.

                  8.3.2 If Customer has a critical parts shortage because Boeing
has exceeded a Correction  time objective and Customer has procured spare Boeing
Products  for the  defective  Boeing  Product in  quantities  shown in  Boeing's
Recommended  Spare  Parts  List  (RSPL)  or  Spares  Planning  and  Requirements
Evaluation Model  (M-SPARE),  then Boeing will either expedite the Correction or
provide an  interchangeable  Boeing  Product on a no charge  loan or lease basis
until the Corrected Boeing Product is returned.

         8.4      Title Transfer and Risk of Loss.
                  -------------------------------

     8.4.1  Title to and risk of loss of any Boeing  Product  returned to Boeing
will at all times remain with  Customer or any other title holder of such Boeing
Product. While Boeing has possession of the returned Boeing Product, Boeing will
have only such  liabilities  as a bailee for mutual benefit would have, but will
not be liable for loss of use.

     8.4.2 If a Correction  requires  shipment of a new Boeing Product,  then at
the time Boeing ships the new Boeing Product,  title to and risk of loss for the
returned  Boeing Product will pass to Boeing,  and title to and risk of loss for
the new Boeing Product will pass to Customer.

9.       Returning an Aircraft.
         ---------------------

     9.1  Conditions.  An aircraft  may be returned to Boeing's  facilities  for
Correction only if:

     (i) Boeing and Customer agree a covered defect exists;

     (ii) Customer lacks access to adequate  facilities,  equipment or qualified
personnel to perform the Correction; and

     (iii) it is not  practical,  in Boeing's  estimation,  to  dispatch  Boeing
personnel to perform the Correction at a remote site.

     9.2  Correction  Costs.  Boeing will perform the Correction at no charge to
Customer.  Subject to the  conditions  of Article  9.1,  Boeing  will  reimburse
Customer for the costs of fuel,  oil and landing  fees  incurred in ferrying the
aircraft to Boeing and back to Customer's facilities. Customer will minimize the
length of both flights.

     9.3  Separate  Agreement.  Boeing and  Customer  will enter into a separate
agreement  covering  return of the aircraft and  performance of the  Correction.
Authorization by Customer for Boeing to perform additional work that is not part
of the Correction must be received within 24 hours of Boeing's request.  If such
authorization  is not received  within 24 hours,  Customer  will be invoiced for
work performed by Boeing that is not part of the Correction.

10.      Insurance.
         ---------

         The provisions of Article 8.2 "Insurance",  of this AGTA, will apply to
any work performed by Boeing in accordance  with Customer's  specific  technical
instructions,  to the  extent  any legal  liability  of Boeing is based upon the
content of such instructions.

11.      Disclaimer and Release; Exclusion of Liabilities.
         ------------------------------------------------

         11.1   DISCLAIMER  AND  RELEASE.   THE   WARRANTIES,   OBLIGATIONS  AND
LIABILITIES  OF  BOEING  AND THE  REMEDIES  OF  CUSTOMER  IN THIS  EXHIBIT C ARE
EXCLUSIVE AND IN  SUBSTITUTION  FOR, AND CUSTOMER  HEREBY  WAIVES,  RELEASES AND
RENOUNCES,  ALL OTHER WARRANTIES,  OBLIGATIONS AND LIABILITIES OF BOEING AND ALL
OTHER  RIGHTS,  CLAIMS AND  REMEDIES  OF  CUSTOMER  AGAINST  BOEING,  EXPRESS OR
IMPLIED,  ARISING BY LAW OR  OTHERWISE,  WITH RESPECT TO ANY  NONCONFORMANCE  OR
DEFECT IN ANY AIRCRAFT,  MATERIALS,  TRAINING,  SERVICES OR OTHER THING PROVIDED
UNDER  THIS  AGTA AND THE  APPLICABLE  PURCHASE  AGREEMENT,  INCLUDING,  BUT NOT
LIMITED TO:

     (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

     (B) ANY IMPLIED  WARRANTY  ARISING  FROM COURSE OF  PERFORMANCE,  COURSE OF
DEALING OR USAGE OF TRADE;

     (C) ANY OBLIGATION,  LIABILITY,  RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR
NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND

     (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE
TO ANY AIRCRAFT.

         11.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES.  BOEING WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE,  FOR LOSS OF
USE, REVENUE OR PROFIT,  OR FOR ANY OTHER  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES
WITH  RESPECT  TO ANY  NONCONFORMANCE  OR  DEFECT  IN ANY  AIRCRAFT,  MATERIALS,
TRAINING,  SERVICES OR OTHER THING  PROVIDED  UNDER THIS AGTA AND THE APPLICABLE
PURCHASE AGREEMENT.

         11.3 Definitions. For the purpose of this Article, "BOEING" or "Boeing"
is defined as The Boeing Company, its divisions,  subsidiaries,  affiliates, the
assignees of each,  and their  respective  directors,  officers,  employees  and
agents.


<PAGE>



                           PRODUCT ASSURANCE DOCUMENT

                       PART 3: BOEING SERVICE LIFE POLICY


1.       Definitions.
         -----------

         SLP  Component  - any of the  primary  structural  elements  (excluding
industry  standard  parts) of the  landing  gear,  wing,  fuselage,  vertical or
horizontal stabilizer listed in the applicable purchase agreement for a specific
model of aircraft  that is  installed  in the aircraft at time of delivery or is
purchased  from Boeing by Customer as a spare part.  The detailed SLP  Component
listing will be in Supplemental Exhibit SLP1 to each Purchase Agreement.

2.       Service Life Policy.
         -------------------

         2.1 SLP  Commitment.  If a failure  or defect  is  discovered  in a SLP
Component within the time periods  specified in Article 2.2 below,  Boeing will,
at a price calculated pursuant to Article 3 below, Correct the SLP Component.

         2.2      SLP Policy Periods.
                  ------------------

                  2.2.1 The policy period for SLP Components initially installed
on an aircraft is 12 years after the date of delivery of the aircraft.

                  2.2.2 The policy  period  for SLP  Components  purchased  from
Boeing  by  Customer  as  spare  parts  is 12 years  from  delivery  of such SLP
Component or 12 years from the date of delivery of the last aircraft produced by
Boeing of a specific model, whichever first expires.

3.       Price.
         -----

         The price that Customer  will pay for the  Correction of a defective or
failed SLP Component will be calculated pursuant to the following formula:

                  P =      CT
                           ---
                           144

         where:

                  P =      price to Customer for the replacement part
                  C =      SLP Component sales price at time of Correction
                  T        = total age in months of the  defective or failed SLP
                           Component  from the date of  delivery  to Customer to
                           the date of discovery of such condition.

4.       Conditions.
         ----------

         Boeing's  obligations  under  this  Policy  are  conditioned  upon  the
following:

         4.1  Customer  must  notify  Boeing in writing of the defect or failure
within three months after it is discovered.

         4.2 Customer must provide  reasonable  evidence that the claimed defect
or  failure is covered by this  Policy  and if  requested  by Boeing,  that such
defect or failure  was not the result of (i) a defect or failure in a  component
not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of
Customer,  or (iv) operation or maintenance contrary to applicable  governmental
regulations or Boeing's instructions.

         4.3 If return of a defective or failed SLP Component is practicable and
requested  by Boeing,  Customer  will  return  such SLP  Component  to Boeing at
Boeing's expense.

         4.4 Customer's rights and remedies under this Policy are limited to the
receipt of a Correction at prices calculated pursuant to Article 3 above.

5.       Disclaimer and Release; Exclusion of Liabilities.
         ------------------------------------------------

         This Part 3 and the rights and remedies of Customer and the obligations
of  Boeing  are  subject  to  the   DISCLAIMER  AND  RELEASE  and  EXCLUSION  OF
CONSEQUENTIAL  AND OTHER  DAMAGES  provisions  of  Article  11 of Part 2 of this
Exhibit C.


<PAGE>



                           PRODUCT ASSURANCE DOCUMENT

                      PART 4: SUPPLIER WARRANTY COMMITMENT


1.       Supplier Warranties and Supplier Patent and Copyright Indemnities.
         -----------------------------------------------------------------

         Boeing will use diligent  efforts to obtain  warranties and indemnities
against patent and copyright infringement enforceable by Customer from Suppliers
of Supplier  Products (except for BFE and engines)  installed on the aircraft at
the time of  delivery  that were  selected  and  purchased  by  Boeing,  but not
manufactured  to Boeing's  detailed  design.  Boeing will furnish  copies of the
warranties  and  patent and  copyright  indemnities  to  Customer  contained  in
Supplier  Product  Support  and  Product  Assurance  Agreements,  prior  to  the
scheduled  delivery  month of the  first  aircraft  under the  initial  purchase
agreement to the AGTA.

2.       Boeing Assistance in Administration of Supplier Warranties.
         ----------------------------------------------------------

         Customer will be responsible for submitting warranty claims directly to
Suppliers;  however,  if Customer  experiences  problems  enforcing any Supplier
warranty  obtained by Boeing for Customer,  Boeing will conduct an investigation
of the problem and assist Customer in the resolution of those claims.

3.       Boeing Support in Event of Supplier Default.
         -------------------------------------------

         3.1  If  the  Supplier  defaults  in  the  performance  of  a  material
obligation under its warranty,  and Customer  provides evidence to Boeing that a
default has occurred,  then Boeing will furnish the equivalent warranty terms as
provided by the defaulting Supplier.

         3.2 At Boeing's  request,  Customer  will assign to Boeing,  and Boeing
will be subrogated to, its rights against the Supplier  provided by the Supplier
warranty.




<PAGE>



                           PRODUCT ASSURANCE DOCUMENT

                       PART 5: BOEING INTERFACE COMMITMENT


1.       Interface Problems.
         ------------------

         An Interface Problem is defined as a technical problem in the operation
of an aircraft or its systems experienced by Customer, the cause of which is not
readily  identifiable by Customer but which Customer believes to be attributable
to either the  design  characteristics  of the  aircraft  or its  systems or the
workmanship used in the installation of Supplier Products. In the event Customer
experiences an Interface  Problem,  Boeing will,  without  additional  charge to
Customer,  promptly conduct an investigation and analysis to determine the cause
or causes of the Interface Problem.  Boeing will promptly advise Customer at the
conclusion  of its  investigation  of  Boeing's  opinion as to the causes of the
Interface Problem and Boeing's recommendation as to corrective action.

2.       Boeing Responsibility.
         ---------------------

         If  Boeing   determines   that  the  Interface   Problem  is  primarily
attributable to the design or  installation  of any Boeing Product,  Boeing will
Correct the design or workmanship to the extent of any then-existing obligations
of Boeing  under the  provisions  of the  applicable  Boeing  Warranty or Boeing
Service Life Policy.

3.       Supplier Responsibility.
         -----------------------

         If  Boeing   determines   that  the  Interface   Problem  is  primarily
attributable to the design or installation  of a Supplier  Product,  Boeing will
assist Customer in processing a warranty claim against the Supplier.

4.       Joint Responsibility.
         --------------------

         If  Boeing   determines   that  the  Interface   Problem  is  partially
attributable  to the design or installation of a Boeing Product and partially to
the design or installation of a Supplier Product, Boeing will seek a solution to
the Interface Problem through the cooperative efforts of Boeing and the Supplier
and will  promptly  advise  Customer  of the  resulting  corrective  actions and
recommendations.

5.       General.
         -------

         Customer  will,  if  requested  by Boeing,  assign to Boeing any of its
rights  against any  supplier  as Boeing may require to fulfill its  obligations
hereunder.



<PAGE>


6.       Disclaimer and Release; Exclusion of Liabilities.
         ------------------------------------------------

         This Part 5 and the rights and remedies of Customer and the obligations
of Boeing  herein are subject to the  DISCLAIMER  AND RELEASE and  EXCLUSION  OF
CONSEQUENTIAL  AND OTHER  DAMAGES  provisions  of  Article  11 of Part 2 of this
Exhibit C.



<PAGE>



                           PRODUCT ASSURANCE DOCUMENT

                    PART 6: BOEING INDEMNITIES AGAINST PATENT
                                     AND COPYRIGHT INFRINGEMENT


1.       Indemnity Against Patent Infringement.
         -------------------------------------

         Boeing will defend and  indemnify  Customer with respect to all claims,
suits and liabilities  arising out of any actual or alleged patent  infringement
through  Customer's  use,  lease or resale of any aircraft or any Boeing Product
installed on an aircraft at delivery.

2.       Indemnity Against Copyright Infringement.
         ----------------------------------------

         Boeing will defend and  indemnify  Customer with respect to all claims,
suits  and  liabilities   arising  out  of  any  actual  or  alleged   copyright
infringement  through  Customer's  use,  lease or resale of any  Boeing  created
Materials and Aircraft Software installed on an aircraft at delivery.

3.       Exceptions, Limitations and Conditions.
         --------------------------------------

         3.1 Boeing's  obligation to indemnify Customer for patent  infringement
will  extend  only to  infringements  in  countries  which,  at the  time of the
infringement,  were  party to and fully  bound by either  (a)  Article 27 of the
Chicago  Convention on International  Civil Aviation of December 7, 1944, or (b)
the  International  Convention for the Protection of Industrial  Property (Paris
Convention).

         3.2   Boeing's   obligation   to  indemnify   Customer  for   copyright
infringement is limited to  infringements in countries which, at the time of the
infringement,  are members of The Berne Union and recognize computer software as
a "work" under The Berne Convention.

         3.3 The  indemnities  provided  under this Part 6 will not apply to any
(i) BFE, (ii) engines,  (iii)  Supplier  Product (iv) Boeing  Product used other
than for its intended purpose, or (v) Aircraft Software not created by Boeing.

         3.4 Customer must deliver  written  notice to Boeing (i) within 10 days
after Customer first receives  notice of any suit or other formal action against
Customer  and (ii)  within  20 days  after  Customer  first  receives  any other
allegation or written claim of infringement covered by this Part 6.



<PAGE>


         3.5 At any time,  Boeing  will have the right at its option and expense
to: (i) negotiate with any party claiming  infringement,  (ii) assume or control
the defense of any infringement allegation,  claim, suit or formal action, (iii)
intervene  in any  infringement  suit or formal  action , and/or (iv) attempt to
resolve any claim of  infringement by replacing an allegedly  infringing  Boeing
Product or Aircraft Software with a noninfringing equivalent.

         3.6 Customer will promptly furnish to Boeing all  information,  records
and assistance  within  Customer's  possession or control which Boeing considers
relevant or material to any alleged infringement covered by this Part 6.

         3.7 Except as required by a final judgment  entered against Customer by
a court of  competent  jurisdiction  from which no  appeals  can be or have been
filed,   Customer  will  obtain  Boeing's  written  approval  prior  to  paying,
committing to pay,  assuming any  obligation  or making any material  concession
relative to any infringement covered by these indemnities.

         3.8 Boeing will have no obligation  or liability  under this Part 6 for
loss of use,  revenue or profit,  or for any other  incidental or  consequential
damages.  The  obligations of Boeing and remedies of Customer in this Part 6 are
exclusive and in  substitution  for, and Customer  hereby  waives,  releases and
renounces all other  indemnities,  obligations and liabilities of Boeing and all
other  rights,  claims and  remedies  of  Customer  against  Boeing,  express or
implied,  arising  by law or  otherwise,  with  respect to any actual or alleged
patent, copyright OR OTHER INTELLECTUAL PROPERTY infringement or the like by any
aircraft,  AIRCRAFT  SOFTWARE,  MATERIALS,  TRAINING,  SERVICES  or other  thing
provided under this AGTA and the applicaBLE PURCHASE AGREEMENT.

         3.9 For the  purposes of this Part 6,  "BOEING or Boeing" is defined as
The Boeing Company, its divisions,  subsidiaries,  affiliates,  the assignees of
each and their respective directors, officers, employees and agents.



                                     SAMPLE
                              Insurance Certificate



================================================================================
                               BROKER'S LETTERHEAD
================================================================================

[ date ]

Certificate of Insurance

ISSUED TO:             The Boeing Company
                               Post Office Box 3707
                               Mail Stop 13-57
                               Seattle, Washington 98124
                               Attn:  Manager - Aviation Insurance for
                                      Vice President - Employee Benefits,
                                      Insurance and Taxes

CC:                            Boeing Commercial Airplane Group
                               P.O. Box 3707
                               Mail Stop 21-34
                               Seattle, Washington 98124-2207
                               U.S.A.
                               Attn:  Vice President - Contracts

NAMED INSURED: American Trans Air, Inc.


We hereby  certify  that in our  capacity as Brokers to the Named  Insured,  the
following described insurance is in force on this date:


Insurer                       Policy No.                         Participation


     POLICY  PERIOD:  From [date and time of  inception of the  Policy(ies)]  to
                      [date and time of expiration].

     GEOGRAPHICAL LIMITS: Worldwide (however, as respects "Aircraft Hull War and
                          Allied Perils" Insurance, as agreed by Boeing).



<PAGE>


AIRCRAFT                            INSURED:  All Boeing  manufactured  aircraft
                                    owned or operated by the Named Insured which
                                    are the  subject of the  following  purchase
                                    agreement(s),   entered   into  between  The
                                    Boeing    Company   and    _________________
                                    (hereinafter "Aircraft"):

                    Purchase Agreement No. ____ dated ______
                    Purchase Agreement No. ____ dated ______

COVERAGES:

1.Aircraft "all risks" Hull (Ground and Flight)
2.Aircraft Hull War and Allied Perils (as per LSW 555, or its successor wording)
3.Airline Liability

Including,  but  not  limited  to,  Bodily  Injury,  Property  Damage,  Aircraft
Liability,  Liability War Risks, Passenger Legal Liability,  Premises/Operations
Liability,  Completed  Operations/Products  Liability,  Baggage Legal  Liability
(checked  and  unchecked),  Cargo Legal  Liability,  Contractual  Liability  and
Personal Injury.

The above-referenced  Airline Liability insurance coverage is subject to War and
Other Perils Exclusion  Clause (AV48B) but all sections,  other than section (b)
are reinstated as per AV52C, or their successor endorsements.

LIMITS OF LIABILITY:

To the fullest  extent of the Policy limits that the Named Insured  carries from
the time of delivery of the first Aircraft  under the first  Purchase  Agreement
listed under  "Aircraft  Insured" and thereafter at the inception of each policy
period, but in any event no less than the following:

     Combined  Single Limit Bodily  Injury and  Property  Damage:  U.S.$ any one
occurrence each Aircraft (with aggregates
as applicable).

         (717-200)                                   US$300,000,000
         (737-500/600)                               US$350,000,000
         (737-300/700)                               US$400,000,000
         (737-400)                                   US$450,000,000
         (737-800)                                   US$500,000,000
         (757-200)                                   US$525,000,000
         (757-300)                                   US$550,000,000
         (767-200)                                   US$550,000,000
         (767-300)                                   US$700,000,000
         (767-400ERX)                                US$750,000,000
         (777-200X)                                  US$750,000,000
         (MD-11)                                     US$800,000,000
         (777-200/300)                               US$800,000,000
         (777-300X)                                  US$900,000,000
         (747-400)                                   US$900,000,000

(In regard to all other models and/or derivatives, to be specified by Boeing).

(In  regard to  Personal  Injury  coverage,  limits  are  US$25,000,000  any one
offense/aggregate.)

DEDUCTIBLES / SELF-INSURANCE

Any  deductible  and/or   self-insurance  amount  (other  than  standard  market
deductibles) are to be disclosed and agreed by Boeing.

SPECIAL PROVISIONS APPLICABLE TO BOEING:

It is certified  that Insurers are aware of the terms and conditions of AGTA-AAT
and the following purchase agreements:

PA ______ dated _______
PA ______ dated _______
PA ______ dated _______

Each Aircraft  manufactured by Boeing which is delivered to the Insured pursuant
to the  applicable  purchase  agreement  during the period of effectivity of the
policies represented by this Certificate will be covered to the extent specified
herein.

Insurers have agreed to the following:

         A. In regard to Aircraft  "all risks" Hull  Insurance and Aircraft Hull
War and  Allied  Perils  Insurance,  Insurers  agree  to  waive  all  rights  of
subrogation  or recourse  against  Boeing in accordance  with AGTA-AAT which was
incorporated by reference into the applicable purchase agreement.

         B.    In regard to Airline Liability Insurance, Insurers agree:

                  (1) To include  Boeing as an additional  insured in accordance
with Customer's  undertaking in Article 8.2.1 of AGTA-AAT which was incorporated
by reference into the applicable purchase agreement.

                  (2) To provide  that such  insurance  will be primary  and not
contributory  nor excess with respect to any other  insurance  available for the
protection of Boeing;

                  (3) To provide that with  respect to the  interests of Boeing,
such insurance  shall not be invalidated or minimized by any action or inaction,
omission or misrepresentation by the Insured or any other person or party (other
than Boeing) regardless of any breach or violation of any warranty,  declaration
or condition contained in such policies;

                  (4) To provide that all provisions of the insurance  coverages
referenced  above,  except the limits of  liability,  will  operate to give each
Insured or  additional  insured the same  protection as if there were a separate
Policy issued to each.

         C.    In regard to all of the above referenced policies:

                  (1) Boeing will not be responsible  for payment,  set-off,  or
assessment  of any  kind  or any  premiums  in  connection  with  the  policies,
endorsements or coverages described herein;

                  (2) If a policy is canceled for any reason whatsoever,  or any
substantial change is made in the coverage which affects the interests of Boeing
or if a policy is allowed to lapse for nonpayment of premium, such cancellation,
change or lapse shall not be effective as to Boeing for thirty (30) days (in the
case of war risk and allied perils  coverage  seven (7) days after  sending,  or
such  other  period as may from time to time be  customarily  obtainable  in the
industry)  after  receipt by Boeing of written  notice from the  Insurers or the
authorized representatives or Broker of such cancellation, change or lapse; and

                  (3) For the purposes of the  Certificate,  "Boeing" is defined
as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of
each and their respective directors, officers, employees and agents.


Subject to the terms,  conditions,  limitations  and  exclusions of the relative
policies.


(signature)
 ---------

(typed name)

(title)



                                     SAMPLE
                          Purchase Agreement Assignment



         THIS PURCHASE  AGREEMENT  ASSIGNMENT  (Assignment) dated as of ________
20__ between  American  Trans Air, Inc., a company  organized  under the laws of
________________  (Assignor) and  ________________________,  a company organized
under the laws of  ________________  (Assignee).  Capitalized  terms used herein
without  definition  will  have  the  same  meaning  as in the  Boeing  Purchase
Agreement.

         Assignor and The Boeing Company, a Delaware corporation  (Boeing),  are
parties to the Boeing Purchase Agreement, providing, among other things, for the
sale by Boeing to Assignor of certain aircraft,  engines and related  equipment,
including the Aircraft.

         Assignee  wishes  to  acquire  the  Aircraft  and  certain  rights  and
interests  under the Boeing  Purchase  Agreement and Assignor,  on the following
terms and  conditions,  is willing to assign to Assignee  certain of  Assignor's
rights and interests under the Boeing Purchase Agreement. Assignee is willing to
accept such assignment.

It is agreed as follows:

     1. For all purposes of this  Assignment,  the following terms will have the
following meanings:

         Aircraft -- one Boeing Model ______  aircraft,  bearing  manufacturer's
serial number  _______,  together  with all engines and parts  installed on such
aircraft on the Delivery Date.

         Boeing -- Boeing shall include Boeing Sales Corporation (a wholly-owned
subsidiary of Boeing), a Guam corporation, and its successors and assigns.

         Boeing Purchase  Agreement -- Purchase  Agreement No. ________ dated as
of  ____________  between  Boeing  and  Assignor,   as  amended,  but  excluding
______________,  providing,  among  other  things,  for the  sale by  Boeing  to
Assignor of the Aircraft, as said agreement may be further amended to the extent
permitted  by its  terms.  The  Purchase  Agreement  incorporated  by  reference
Aircraft General Terms Agreement AGTA/____ (AGTA).

         Delivery  Date -- the date on which the Aircraft is delivered by Boeing
to Assignee  pursuant to and subject to the terms and  conditions  of the Boeing
Purchase Agreement and this Assignment.

         2.  Assignor  does  hereby  assign to  Assignee  all of its  rights and
interests in and to the Boeing Purchase Agreement, as and to the extent that the
same relate to the Aircraft and the purchase and  operation  thereof,  except as
and to the extent expressly reserved below,  including,  without limitation,  in
such assignment:
[TO BE COMPLETED BY THE PARTIES.]



<PAGE>


         {EXAMPLES

     (a) the right upon valid tender to purchase  the  Aircraft  pursuant to the
Boeing Purchase  Agreement  subject to the terms and conditions  thereof and the
right to take title to the  Aircraft  and to be named the "Buyer" in the bill of
sale for the Aircraft;

     (b) the right to accept delivery of the Aircraft;

     (c) all claims for  damages  arising as a result of any  default  under the
Boeing Purchase Agreement in respect of the Aircraft;

     (d) all warranty and indemnity  provisions contained in the Boeing Purchase
Agreement, and all claims arising thereunder, in respect of the Aircraft; and

     (e) any and all rights of  Assignor to compel  performance  of the terms of
the Boeing Purchase Agreement in respect of the Aircraft.}

Reserving exclusively to Assignor, however:

         {EXAMPLES

     (i) all  Assignor's  rights and  interests  in and to the  Boeing  Purchase
Agreement  as and to the extent  the same  relates  to  aircraft  other than the
Aircraft, or to any other matters not directly pertaining to the Aircraft;

     (ii) all  Assignor's  rights and interests in or arising out of any advance
or other  payments or deposits made by Assignor in respect of the Aircraft under
the Boeing Purchase Agreement and any amounts credited or to be credited or paid
or to be paid by Boeing in respect of the Aircraft;

     (iii) the right to obtain services, training, information and demonstration
and test flights pursuant to the Boeing Purchase Agreement; and

     (iv) the right to maintain plant representatives at Boeing's plant pursuant
to the Boeing Purchase Agreement.}

Assignee hereby accepts such assignment.

         3.  Notwithstanding  the  foregoing,  so long as no event of default or
termination  under [specify  document] has occurred and is continuing,  Assignee
hereby  authorizes  Assignor,  to the  exclusion  of  Assignee,  to  exercise in
Assignor's  name all  rights and powers of  Customer  under the Boeing  Purchase
Agreement in respect of the Aircraft.

         4. For all  purposes of this  Assignment,  Boeing will not be deemed to
have  knowledge  of  or  need  recognize  the  occurrence,  continuance  or  the
discontinuance of any event of default or termination  under [specify  document]
unless and until Boeing receives from Assignee written notice thereof, addressed
to its Vice President - Contracts,  Boeing Commercial Airplane Group at P.O. Box
3707, Seattle,  Washington 98124, if by mail, or to 32-9430 Answerback BOEINGREN
RNTN, if by telex. Until such notice has been given,  Boeing will be entitled to
deal solely and  exclusively  with  Assignor.  Thereafter,  until  Assignee  has
provided Boeing written notice that any such events no longer  continue,  Boeing
will be entitled to deal solely and  exclusively  with Assignee.  Boeing may act
with acquittance and conclusively rely on any such notice.

         5. It is  expressly  agreed  that,  anything  herein  contained  to the
contrary  notwithstanding:  (a) prior to the Delivery Date Assignor will perform
its obligations  with respect to the Aircraft to be performed by it on or before
such delivery,  (b) Assignor will at all times remain liable to Boeing under the
Boeing Purchase  Agreement to perform all obligations of Customer  thereunder to
the  same  extent  as if this  Assignment  had not  been  executed,  and (c) the
exercise  by Assignee of any of the  assigned  rights will not release  Assignor
from any of its  obligations  to Boeing  under the  Boeing  Purchase  Agreement,
except  to the  extent  that  such  exercise  constitutes  performance  of  such
obligations.

         6.  Notwithstanding  anything  contained  in  this  Assignment  to  the
contrary (but without in any way releasing  Assignor from any of its obligations
under the Boeing  Purchase  Agreement),  Assignee  confirms  for the  benefit of
Boeing that,  insofar as the provisions of the Boeing Purchase  Agreement relate
to the Aircraft,  in exercising any rights under the Boeing Purchase  Agreement,
or in making any claim with respect to the Aircraft or other things  (including,
without  limitation,  Material,  training  and  services)  delivered  or  to  be
delivered pursuant to the Boeing Purchase Agreement, the terms and conditions of
the Boeing Purchase Agreement, including, without limitation, the DISCLAIMER AND
RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES in Article 11 of Part 2
of Exhibit C to the Aircraft  General Terms Agreement which was  incorporated by
reference  into the Boeing  Purchase  Agreement and the insurance  provisions in
Article 8.2 of the Aircraft  General Terms Agreement  which was  incorporated by
reference  into the  Boeing  Purchase  Agreement  therein,  will apply to and be
binding on  Assignee to the same  extent as if  Assignee  had been the  original
"Customer"  thereunder.  Assignee  further agrees,  expressly for the benefit of
Boeing,  upon the written request of Boeing,  Assignee will promptly execute and
deliver such further  assurances  and documents and take such further  action as
Boeing may reasonably request in order to obtain the full benefits of Assignee's
agreements in this paragraph.

         7. Nothing  contained  herein will subject  Boeing to any  liability to
which it would not otherwise be subject under the Boeing  Purchase  Agreement or
modify in any  respect  the  contract  rights of Boeing  thereunder,  or require
Boeing  to divest  itself of title to or  possession  of the  Aircraft  or other
things until delivery thereof and payment therefor as provided therein.

         8. Notwithstanding  anything in this Assignment to the contrary,  after
receipt  of  notice  of any  event of  default  or  termination  under  [specify
document],  Boeing will continue to owe to Assignor  moneys in payment of claims
made or obligations  arising before such notice,  which moneys may be subject to
rights of set-off  available to Boeing under  applicable law.  Similarly,  after
receipt of notice that such event of default or termination no longer continues,
Boeing  will  continue  to owe to  Assignee  moneys in payment of claims made or
obligations arising before such notice, which moneys may be subject to rights of
set-off available to Boeing under applicable law.

         9.  Effective at any time after an event of default has  occurred,  and
for so long as such  event  of  default  is  continuing,  Assignor  does  hereby
constitute Assignee, Assignor's true and lawful attorney, irrevocably, with full
power (in the name of Assignor or otherwise) to ask, require,  demand,  receive,
and give  acquittance  for any and all  moneys  and claims for moneys due and to
become due under or arising out of the Boeing  Purchase  Agreement in respect of
the Aircraft, to the extent assigned by this Assignment.

         10. Assignee  agrees,  expressly for the benefit of Boeing and Assignor
that it will not  disclose,  directly  or  indirectly,  any terms of the  Boeing
Purchase  Agreement;  provided,  that Assignee may disclose any such information
(a) to its special counsel and public accountants, (b) as required by applicable
law to be disclosed or to the extent that  Assignee may have received a subpoena
or other written demand under color of legal right for such information,  but it
will first, as soon as practicable  upon receipt of such  requirement or demand,
furnish an  explanation  of the basis thereof to Boeing,  and will afford Boeing
reasonable  opportunity,  to  obtain a  protective  order  or  other  reasonably
satisfactory assurance of confidential treatment for the information required to
be  disclosed,  and (c) to any bona fide  potential  purchaser  or lessee of the
Aircraft.  Any  disclosure  pursuant  to (a) and (c) above  will be  subject  to
execution of a confidentiality agreement substantially similar to this paragraph
10.

         11.  This  Assignment  may be  executed  by  the  parties  in  separate
counterparts,  each of which when so executed and delivered will be an original,
but all  such  counterparts  will  together  constitute  but  one  and the  same
instrument.



<PAGE>


     12. This Assignment will be governed by, and construed in accordance  with,
the laws of [----------------------].



--------------------------                           --------------------------
as Assignor                                          as Assignee




By _______________________                           By _______________________

Name:                                                Name:

Title:                                               Title:

[If the  Assignment  is  further  assigned  by  Assignee  in  connection  with a
financing, the following language needs to be included.]

Attest:

The  undersigned,  as  [Indenture  Trustee/Agent  for the  benefit  of the  Loan
Participants/Mortgagee]  and as assignee  of, and holder of a security  interest
in, the estate,  right,  and  interest of the  Assignee in and to the  foregoing
Purchase  Agreement  Assignment and the Purchase Agreement pursuant to the terms
of a certain [Trust Indenture/Mortgage] dated as of _____________, agrees to the
terms of the foregoing Purchase Agreement  Assignment and agrees that its rights
and remedies under such [Trust Indenture/Mortgage] shall be subject to the terms
and  conditions  of the  foregoing  Purchase  Agreement  Assignment,  including,
without limitation, paragraph 6.

[Name of Entity],
 --------------
as Indenture Trustee/Agent

By:____________________________

Name:

Title:



<PAGE>


                                        6
CONSENT AND AGREEMENT OF
THE BOEING COMPANY



         THE  BOEING   COMPANY,   a  Delaware   corporation   (Boeing),   hereby
acknowledges  notice  of  and  consents  to  the  foregoing  Purchase  Agreement
Assignment (Assignment).  Boeing confirms to Assignee that: all representations,
warranties,  indemnities  and  agreements  of Boeing  under the Boeing  Purchase
Agreement with respect to the Aircraft will, subject to the terms and conditions
thereof  and of the  Assignment,  inure to the  benefit of  Assignee to the same
extent as if Assignee were originally named "Customer" therein.

         This  Consent and  Agreement  will be  governed  by, and  construed  in
accordance  with, the law of the State of Washington,  excluding the conflict of
laws principles thereof.

Dated as of ____________________, 20___.


THE BOEING COMPANY



By ________________________
Name:
Title:  Attorney-in-Fact



Aircraft Manufacturer's Serial Number(s) ____________



                                     SAMPLE
                            Post-Delivery Sale Notice



Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington  98124-2207

Attention:        Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

In  connection   with  the  sale  by  American  Trans  Air,  Inc.   (Seller)  to
________________ (Purchaser) of the aircraft identified below, reference is made
to Purchase  Agreement  No.  _____ dated as of  ___________,  20__,  between The
Boeing Company  (Boeing) and Seller (the Purchase  Agreement) under which Seller
purchased certain Boeing Model ________ aircraft, including the aircraft bearing
Manufacturer's Serial No.(s) ______________________ (the Aircraft). The Purchase
Agreement  incorporated by reference  Aircraft General Terms Agreement  AGTA-AAT
(AGTA).

Capitalized  terms used herein without  definition will have the same meaning as
in the Purchase Agreement.

Seller has sold the  Aircraft,  including in that sale the transfer to Purchaser
of all remaining rights related to the Aircraft under the Purchase Agreement. To
accomplish  this  transfer of rights,  as  authorized  by the  provisions of the
Purchase Agreement:

(1) Purchaser  acknowledges it has reviewed the Purchase Agreement and agrees to
be bound by and comply with all applicable  terms and conditions of the Purchase
Agreement,  including,  without  limitation,  the  DISCLAIMER  AND  RELEASE  and
EXCLUSION OF CONSEQUENTIAL  AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit
C to the AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser
further  agrees upon the  written  request of Boeing,  to  promptly  execute and
deliver such further  assurances  and documents and take such further  action as
Boeing  may  reasonably  request  in  order  to  obtain  the  full  benefits  of
Purchaser's agreements in this paragraph; and

(2) Seller will remain  responsible  for any  payments due Boeing as a result of
obligations  relating to the Aircraft  incurred by Seller to Boeing prior to the
effective date of this letter.



<PAGE>


We request  that  Boeing  acknowledge  receipt of this  letter and  confirm  the
transfer of rights set forth above by signing the  acknowledgment and forwarding
one copy of this letter to each of the undersigned.

Very truly yours,

American Trans Air, Inc.                                Purchaser


By                                                      By
     -----------------------------------

Its                                                     Its
     -----------------------------------

Dated                                                   Dated
         -------------------------------


Receipt of the above  letter is  acknowledged  and  transfer of rights under the
Purchase  Agreement  with respect to the Aircraft is confirmed,  effective as of
this date.

THE BOEING COMPANY


By
     -----------------------------------

Its  Attorney-in-Fact
     -----------------------------------

Dated
         -------------------------------



Aircraft Manufacturer's Serial Number ____________



                                     SAMPLE
                           Post-Delivery Lease Notice



Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington  98124-2207

Attention:        Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

In connection with the lease by American Trans Air, Inc. (Lessor) to ___________
(Lessee)  of the  aircraft  identified  below,  reference  is made  to  Purchase
Agreement  No.  ____ dated as of  ________,  20__,  between  The Boeing  Company
(Boeing)  and Lessor  (the  Purchase  Agreement)  under which  Lessor  purchased
certain  Boeing  Model  _______   aircraft,   including  the  aircraft   bearing
Manufacturer's Serial No.(s)  ___________________  (the Aircraft).  The Purchase
Agreement  incorporated by reference  Aircraft General Terms Agreement  AGTA-AAT
(AGTA).

Capitalized  terms used herein without  definition will have the same meaning as
in the Purchase Agreement.

Lessor has leased the  Aircraft,  including in that lease the transfer to Lessee
of all remaining rights related to the Aircraft under the Purchase Agreement. To
accomplish  this  transfer of rights,  as  authorized  by the  provisions of the
Purchase Agreement:

(1) Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights
and  powers of Lessor  with  respect  to the  remaining  rights  related  to the
Aircraft under the Purchase  Agreement.  This  authorization will continue until
Boeing  receives  written notice from Lessor to the contrary,  addressed to Vice
President - Contracts,  Mail Stop 21-34,  Boeing Commercial Airplane Group, P.O.
Box 3707,  Seattle,  Washington  98124-2207.  Until Boeing receives such notice,
Boeing is entitled to deal  exclusively with Lessee with respect to the Aircraft
under the  Purchase  Agreement.  With respect to the rights and  obligations  of
Lessor under the Purchase  Agreement,  all actions taken or  agreements  entered
into by Lessee  during the period  prior to Boeing's  receipt of this notice are
final and binding on Lessor. Further, any payments made by Boeing as a result of
claims made by Lessee will be made to the credit of Lessee.

(2) Lessee accepts the  authorization  above,  acknowledges  it has reviewed the
Purchase  Agreement  and  agrees to be bound by and comply  with all  applicable
terms and conditions of the Purchase Agreement  including,  without  limitation,
the DISCLAIMER AND RELEASE and EXCLUSION OF  CONSEQUENTIAL  AND OTHER DAMAGES in
Article 11 of Part 2 of Exhibit C AGTA and the  insurance  provisions in Article
8.2 of the AGTA.  Lessee further agrees,  upon the written request of Boeing, to
promptly execute and deliver such further assurances and documents and take such
further  action as Boeing  may  reasonably  request  in order to obtain the full
benefits of Lessee's agreements in this paragraph.

(3) Lessor will remain  responsible  for any  payments due Boeing as a result of
obligations  relating to the Aircraft  incurred by Lessor to Boeing prior to the
effective date of this Notice.

We request  that  Boeing  acknowledges  receipt of this  letter and  confirm the
transfer of rights set forth above by signing the  acknowledgment and forwarding
one copy of this letter to each of the undersigned.

Very truly yours,

American Trans Air, Inc.                                Lessee


By                                                      By
     -----------------------------------

Its                                                     Its
     -----------------------------------

Dated                                                   Dated
         -------------------------------


Receipt of the above  letter is  acknowledged  and  transfer of rights under the
Purchase  Agreement  with respect to the Aircraft is confirmed,  effective as of
this date.

THE BOEING COMPANY


By
     -----------------------------------

Its
     -----------------------------------

Dated
         -------------------------------



Aircraft Manufacturer's Serial Number ____________



                                     SAMPLE
                         Purchaser's/Lessee's Agreement



Boeing Commercial Airplane Group
P. O. Box 3707
Seattle, Washington  98124-2207

Attention         Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

In connection with the sale/lease by American Trans Air, Inc. (Seller/Lessor) to
_______________________  (Purchaser/Lessee)  of the aircraft  identified  below,
reference is made to the following documents:

     (i) Purchase Agreement No. _____ dated as of ___________, 20__, between The
Boeing Company (Boeing) and Seller/Lessor  (the Purchase  Agreement) under which
Seller/Lessor  purchased certain Boeing Model ________  aircraft,  including the
aircraft  bearing  Manufacturer's  Serial  No.(s)   ______________________  (the
Aircraft); and

     (ii) Aircraft Sale/Lease  Agreement dated as of ___________,  20__, between
Seller/Lessor  and   Purchaser/Lessee   (the  Aircraft  Agreement)  under  which
Seller/Lessor is selling/leasing the Aircraft.

Capitalized  terms used herein without  definition will have the same meaning as
in the Aircraft Agreement.

1.  Seller/Lessor  has  sold/leased  the Aircraft under the Aircraft  Agreement,
including  therein a form of exculpatory  clause protecting  Seller/Lessor  from
liability for loss of or damage to the aircraft,  and/or  related  incidental or
consequential  damages,  including  without  limitation loss of use,  revenue or
profit.

2.       Disclaimer and Release; Exclusion of Liabilities

         2.1 In accordance with Seller/Lessor's  obligation under Article 9.5 of
AGTA-AAT  which was  incorporated  by  reference  into the  Purchase  Agreement,
Purchaser/Lessee hereby agrees that:

         2.2 DISCLAIMER AND RELEASE.  IN  CONSIDERATION OF THE SALE/LEASE OF THE
AIRCRAFT, PURCHASER/LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES,
OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS,  CLAIMS AND REMEDIES
OF  PURCHASER/LESSEE  AGAINST  BOEING,  EXPRESS  OR  IMPLIED,  ARISING BY LAW OR
OTHERWISE,  WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, BOEING
PRODUCT,  MATERIALS,  TRAINING,  SERVICES  OR OTHER  THING  PROVIDED  UNDER  THE
AIRCRAFT AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

     (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

     (B) ANY IMPLIED  WARRANTY  ARISING  FROM COURSE OF  PERFORMANCE,  COURSE OF
DEALING OR USAGE OF TRADE;

     (C) ANY OBLIGATION,  LIABILITY,  RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR
NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND

     (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE
TO ANY AIRCRAFT.

         2.3 EXCLUSION OF CONSEQUENTIAL  AND OTHER DAMAGES.  BOEING WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE,  FOR LOSS OF
USE, REVENUE OR PROFIT,  OR FOR ANY OTHER  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES
WITH  RESPECT  TO ANY  NONCONFORMANCE  OR  DEFECT  IN ANY  AIRCRAFT,  MATERIALS,
TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT.

         2.4  Definitions.  For the  purpose of this  paragraph  2,  "BOEING" or
"Boeing"  is  defined  as  The  Boeing  Company,  its  divisions,  subsidiaries,
affiliates,  the assignees of each, and their  respective  directors,  officers,
employees and agents.


American Trans Air, Inc. (Seller/Lessor)                Purchaser/Lessee


By                                                      By
     -----------------------------------

Its                                                     Its
     -----------------------------------

Dated                                                   Dated
         -------------------------------


                                     SAMPLE
                     Owner Appointment of Agent - Warranties



Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington  98124-2207

Attention:        Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

     1. Reference is made to Purchase Agreement No. ____ dated as of __________,
20__,  between  The  Boeing  Company  (Boeing)  and  American  Trans  Air,  Inc.
(Customer)  (the Purchase  Agreement),  under which Customer  purchased  certain
Boeing Model ________  aircraft  including the aircraft  bearing  Manufacturer's
Serial No.(s) _____________ (the Aircraft).  The Purchase Agreement incorporated
by reference Aircraft General Terms Agreement AGTA-AAT (AGTA).

Capitalized  terms used herein without  definition will have the same meaning as
in the Purchase Agreement.

To accomplish the appointment of an agent, Customer confirms:

     A.  Customer has  appointed  ____________________  as agent  (Agent) to act
directly with Boeing with respect to the remaining warranties under the Purchase
Agreement and requests Boeing to treat Agent as Customer for the  administration
of claims with respect to such warranties;  provided  however,  Customer remains
liable to Boeing to perform  the  obligations  of  Customer  under the  Purchase
Agreement.

     B.  Boeing may  continue  to deal  exclusively  with Agent  concerning  the
matters  described  herein unless and until Boeing receives  written notice from
Customer to the  contrary,  addressed to Vice  President - Contracts,  Mail Stop
21-34,  Boeing  Commercial  Airplane Group, P.O. Box 3707,  Seattle,  Washington
98124-2207,  U.S.A. With respect to the rights and obligations of Customer under
the Purchase Agreement, all actions taken by Agent or agreements entered into by
Agent during the period  prior to Boeing's  receipt of such notice are final and
binding on Customer.  Further, any payments made by Boeing as a result of claims
made by Agent will be made to the  credit of Agent  unless  otherwise  specified
when each claim is submitted.

     C. Customer will remain responsible for any payments due Boeing as a result
of obligations  relating to the Aircraft incurred by Customer to Boeing prior to
the effective date of this Notice.

We request  that  Boeing  acknowledge  receipt of this  letter and  confirm  the
appointment  of  Agent  as  stated  above  by  signing  the  acknowledgment  and
forwarding one copy of this letter to each of the undersigned.

Very truly yours,

American Trans Air, Inc.


By
     -------------------------------





<PAGE>



                                AGENT'S AGREEMENT

Agent accepts the appointment as stated above,  acknowledges it has reviewed the
Purchase  Agreement  and agrees  that,  in  exercising  any rights or making any
claims  thereunder,  Agent will be bound by and comply with all applicable terms
and conditions of the Purchase  Agreement  including,  without  limitation,  the
DISCLAIMER  AND RELEASE and  EXCLUSION  OF  CONSEQUENTIAL  AND OTHER  DAMAGES in
Article 11 of Part 2 of Exhibit C to the AGTA.  Agent further  agrees,  upon the
written  request of  Boeing,  to  promptly  execute  and  deliver  such  further
assurances  and documents and take such further  action as Boeing may reasonably
request  in order to  obtain  the full  benefits  of the  warranties  under  the
Purchase Agreement.

Very truly yours,

Agent


By
     -------------------------------

Its
     -------------------------------

Dated
         ---------------------------


Receipt of the above letter is  acknowledged  and the  appointment of Agent with
respect to the above-described rights under the Purchase Agreement is confirmed,
effective as of this date.

THE BOEING COMPANY


By
     -------------------------------

Its
     -------------------------------

Dated
         ---------------------------




Aircraft Manufacturer's Serial Number __________




                                 SAMPLE
                      Contractor Confidentiality Agreement


Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington  98124-2207

Attention:        Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

This  Agreement is entered into between  ____________________  (Contractor)  and
American Trans Air, Inc.  (Customer) and will be effective as of the date stated
below.

In connection  with  Customer's  provision to  Contractor of certain  Materials,
Proprietary Materials and Proprietary Information, reference is made to Purchase
Agreement  No.  _____  dated as of _______ , 20___  between  The Boeing  Company
(Boeing) and Customer.

Capitalized  terms used herein without  definition will have the same meaning as
in the Purchase Agreement.

Boeing has agreed to permit  Customer  to make  certain  Materials,  Proprietary
Materials  and  Proprietary  Information  relating to  Customer's  Boeing  Model
________  aircraft,   Manufacturer's  Serial  Number  ______,  Registration  No.
________ (the Aircraft)  available to Contractor in connection  with  Customer's
contract with Contractor (the Contract) to maintain/repair/modify  the Aircraft.
As  a  condition  of  receiving  the   Proprietary   Materials  and  Proprietary
Information, Contractor agrees as follows:

1.       For purposes of this Agreement:

         "Aircraft  Software"  means  software that is installed and used in the
operation of an Aircraft.

          "Materials"  are  defined  as any and all items  that are  created  by
Boeing or a third party,  which are provided  directly or indirectly from Boeing
and serve  primarily to contain,  convey or embody  information.  Materials  may
include either tangible  embodiments  (for example,  documents or drawings),  or
intangible  embodiments (for example,  software and other  electronic  forms) of
information but excludes Aircraft Software.

         "Proprietary  Information" means any and all proprietary,  confidential
and/or  trade  secret  information  owned by  Boeing or a Third  Party  which is
contained, conveyed or embodied in Proprietary Materials.

         "Proprietary Materials" means Materials that contain, convey, or embody
Proprietary Information.

         "Third Party" means anyone other than Boeing, Customer and Contractor.

2.  Boeing  has  authorized   Customer  to  grant  to  Contractor  a  worldwide,
non-exclusive, personal and nontransferable license to use Proprietary Materials
and  Proprietary  Information,  owned by Boeing,  internally in connection  with
performance  of the  Contract or as may  otherwise  be  authorized  by Boeing in
writing.  Contractor will keep  confidential  and protect from disclosure to any
person,  entity or government agency,  including any person or entity affiliated
with  Contractor,   all  Proprietary  Materials  and  Proprietary   Information.
Individual  copies of all  Materials  are  provided  to  Contractor  subject  to
copyrights  therein,  and all such copyrights are retained by Boeing or, in some
cases,  by Third  Parties.  Contractor is authorized to make copies of Materials
(except for Materials  bearing the copyright  legend of a Third Party) provided,
however, Contractor preserves the restrictive legends and proprietary notices on
all copies.  All copies of  Proprietary  Materials  will belong to Boeing and be
treated as Proprietary Materials under this Agreement.

3.  Contractor   specifically  agrees  not  to  use  Proprietary   Materials  or
Proprietary  Information in connection  with the manufacture or sale of any part
or design. Unless otherwise agreed with Boeing in writing, Proprietary Materials
and  Proprietary  Information  may be used by  Contractor  only  for work on the
Aircraft for which such  Proprietary  Materials  have been  specified by Boeing.
Customer  and  Contractor  recognize  and agree  that they are  responsible  for
ascertaining  and ensuring  that all Materials  are  appropriate  for the use to
which they are put.

4.  Contractor  will not  attempt  to gain  access  to  information  by  reverse
engineering,  decompiling, or disassembling any portion of any software provided
to Contractor pursuant to this Agreement.

5. Upon Boeing's request at any time,  Contractor will promptly return to Boeing
(or, at Boeing's option,  destroy) all Proprietary Materials,  together with all
copies  thereof and will certify to Boeing that all such  Proprietary  Materials
and copies have been so returned or destroyed.

6. To the extent required by a government  regulatory agency having jurisdiction
over Contractor,  Customer or the Aircraft,  Contractor is authorized to provide
Proprietary Materials and disclose Proprietary Information to the agency for the
agency's use in connection with Contractor's, authorized use of such Proprietary
Materials  and/or  Proprietary   Information  in  connection  with  Contractor's
maintenance,  repair, or modification of the Aircraft. Contractor agrees to take
reasonable  steps to  prevent  such  agency  from  making  any  distribution  or
disclosure,  or additional  use of the  Proprietary  Materials  and  Proprietary
Information  so provided or  disclosed.  Contractor  further  agrees to promptly
notify Boeing upon learning of any (i) distribution,  disclosure,  or additional
use by such agency, (ii) request to such agency for distribution, disclosure, or
additional  use, or (iii)  intention  on the part of such agency to  distribute,
disclose,  or make  additional use of the  Proprietary  Materials or Proprietary
Information.

7. Boeing is a  third-party  beneficiary  under this  Agreement,  and Boeing may
enforce  any  and  all  of the  provisions  of the  Agreement  directly  against
Contractor.  Contractor  hereby  submits to the  jurisdiction  of the Washington
state courts and the United States  District  Court for the Western  District of
Washington with regard to any claims Boeing may make under this Agreement. It is
agreed that Washington law (excluding Washington's  conflict-of-law  principles)
governs this Agreement.

8. No disclosure or physical  transfer by Boeing or Customer to  Contractor,  of
any Proprietary  Materials or Proprietary  Information covered by this Agreement
will be  construed as granting a license,  other than as expressly  set forth in
this  Agreement  or any  ownership  right  in any  patent,  patent  application,
copyright or proprietary information.

9. The provisions of this Agreement will apply notwithstanding any markings
or legends, or the absence thereof, on any Proprietary Materials.

10.  This  Agreement  is the  entire  agreement  of the  parties  regarding  the
ownership and treatment of Proprietary  Materials and  Proprietary  Information,
and no modification of this Agreement will be effective as against Boeing unless
in writing  signed by authorized  representatives  of  Contractor,  Customer and
Boeing.

11.  Failure by either party to enforce any of the  provisions of this Agreement
will not be construed as a waiver of such provisions. If any of the provision of
this Agreement is held unlawful or otherwise ineffective by a court of competent
jurisdiction, the remainder of the Agreement will remain in full force.


ACCEPTED AND AGREED TO this

Date: _____________________, 20___

American Trans Air, Inc.                                Contractor


By                                                      By
     -----------------------------------

Its                                                     Its
     -----------------------------------



                         PURCHASE AGREEMENT NUMBER 2262

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                    Relating to Boeing Model 737-83N Aircraft




<PAGE>





                                TABLE OF CONTENTS


                                                       SA
ARTICLES                                              NUMBER

       1.         Quantity, Model and Description

       2.         Delivery Schedule

       3.         Price

       4.         Payment

       5.         Miscellaneous


TABLE

       1.         Aircraft Information Table


EXHIBIT

       A.         Aircraft Configuration

       B.         Aircraft Delivery Requirements and Responsibilities


SUPPLEMENTAL EXHIBITS

       AE1.       Escalation Adjustment/Airframe and Optional Features

       BFE1.      BFE Variables

       CS1.       Customer Support Variables

       (Confidential Material Omitted)

       SLP1.      Service Life Policy Components


<PAGE>



                                                           SA
LETTER AGREEMENTS                                        NUMBER


2262-01                    Demonstration Flight Waiver

2262-02                    Spares Intial provisioning


(Confidential Material Omitted)






<PAGE>






                           Purchase Agreement No. 2262

                                     between

                               The Boeing Company

                                       and

                            American Trans Air, Inc.

                         ------------------------------

     This  Purchase  Agreement  No. 2262 dated as of between The Boeing  Company
(Boeing) and American  Trans Air, Inc.  (Customer)  relating to the purchase and
sale of Model  737-83N  aircraft  incorporates  the terms and  conditions of the
Aircraft General Terms Agreement dated as of between the parties,  identified as
AGTA-AAT (AGTA).

Article 1.        Quantity, Model and Description.
                  -------------------------------

                  The aircraft to be delivered to Customer will be designated as
Model  737-83N  aircraft (the  Aircraft).  Boeing will  manufacture  and sell to
Customer Aircraft conforming to the configuration  described in Exhibit A, which
is part of this Purchase  Agreement,  in the quantities listed in Table 1 to the
Purchase Agreement.

Article 2.        Delivery Schedule.
                  -----------------

                  The scheduled months of delivery of the Aircraft are listed in
the attached Table 1, which is part of this Purchase Agreement. Exhibit B, which
is part of this Purchase Agreement,  describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.

Article 3.        Price.
                  -----

     3.1 Aircraft Basic Price.  The Aircraft Basic Price is listed in Table 1 in
subject to escalation dollars.

                  3.2 Advance  Payment  Base  Prices.  The Advance  Payment Base
Prices listed in Table 1 were calculated utilizing the latest escalation factors
available  to Boeing on the date of this  Purchase  Agreement  projected  to the
month of scheduled delivery.



Article 4.        Payment.
                  -------

     4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1
for each Aircraft (Deposit).

     4.2 The standard  advance payment  schedule for the Model 737-83N  aircraft
requires Customer to make certain advance payments, expressed in a percentage of
the Advance Payment Base Price of each Aircraft  beginning with a payment of 1%,
less the  Deposit,  on the  effective  date of the  Purchase  Agreement  for the
Aircraft.  Additional  advance  payments for each  aircraft are due on the first
business day of the months listed in the attached Table 1.

     4.3 For any  Aircraft  whose  scheduled  month of  delivery is less than 24
months from the date of this  Purchase  Agreement,  the total  amount of advance
payments due for payment upon signing of this  Purchase  Agreement  will include
all advance  payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4.2 above.

     4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at
delivery.

Article 5.        Miscellaneous.
                  -------------

     5.1 Aircraft Information Table. Table 1 consolidates  information contained
in  Articles  1, 2, 3 and 4 with  respect  to (i)  quantity  of  Aircraft,  (ii)
applicable Detail  Specification,  (iii) month and year of scheduled deliveries,
(iv) Aircraft Basic Price,  (v) applicable  escalation  factors and (vi) Advance
Payment Base Prices and advance payments and their schedules.

     5.2  Escalation  Adjustment/Airframe  and Optional  Features.  Supplemental
Exhibit AE1 contains the applicable  airframe and optional  features  escalation
formula.

     5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains
vendor  selection  dates,  on dock dates and other  variables  applicable to the
Aircraft.

     5.4  Customer  Support  Variables.  Supplemental  Exhibit CS1  contains the
variable  information  applicable to  information,  training  services and other
things furnished by Boeing in support of the Aircraft.

     5.5 Engine  Escalation  Variables.  Supplemental  Exhibit EE1  contains the
applicable engine escalation formula,  the engine warranty and the engine patent
indemnity for the Aircraft.

     5.6 Service  Life Policy  Component  Variables.  Supplemental  Exhibit SLP1
lists the  airframe  and landing  gear  components  covered by the Service  Life
Policy for the Aircraft.

     5.7  Negotiated  Agreement;  Entire  Agreement.  This  Purchase  Agreement,
including the  provisions of Article 8.2 of the AGTA relating to insurance,  and
Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE
and  EXCLUSION  OF  CONSEQUENTIAL  AND OTHER  DAMAGES,  has been the  subject of
discussion and negotiation and is understood by the parties;  the Aircraft Price
and other  agreements  of the parties  stated in this  Purchase  Agreement  were
arrived  at in  consideration  of  such  provisions.  This  Purchase  Agreement,
including  the AGTA,  contains  the entire  agreement  between  the  parties and
supersedes   all   previous    proposals,    understandings,    commitments   or
representations  whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.


DATED AS OF June 30, 2000
            --------------


American Trans Air, Inc.                               THE BOEING COMPANY




By   /s/ Kenneth K. Wolff                              By /s/ R.C. Nelson
     -------------------------------                      ---------------------




Its: Executive Vice President & CFO                    Its: Attorney-In-Fact
     --------------------------------                      ---------------------


                     Table 1 to Purchase Agreement No. 2262
           Aircraft Delivery, Description, Price and Advance Payments



                         (Confidential Material Omitted)


                             AIRCRAFT CONFIGURATION

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                   Exhibit A to Purchase Agreement Number 2262



<PAGE>


                             AIRCRAFT CONFIGURATION

                            Dated ___________________

                                   relating to

                          BOEING MODEL 737-83N AIRCRAFT


             The Detail Specification is Boeing Detail Specification  D019A001-B
dated as of November  11,  1998.  Such Detail  Specification  will be amended to
incorporate the Options listed herein,  including the effects on  Manufacturer's
Empty Weight (MEW) and Operating  Empty Weight (OEW). As soon as practicable but
in no case later than  delivery of the first  Aircraft,  Boeing will  furnish to
Buyer  copies of the  Detail  Specification,  which  copies  will  reflect  such
Options.  The  Aircraft  Basic Price  reflects  and includes all effects of such
Options,  except such Aircraft Basic Price does not include the price effects of
any Buyer Furnished Equipment or Seller Purchased Equipment.



<PAGE>




 OPTION               TITLE              PRICE PER                 PRICE PER
                                              AIRCRAFT                  AIRCRAFT
                                            ($1999 STE)              ($1999 STE)

(Confidential Material Omitted)



              AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                   Exhibit B to Purchase Agreement Number 2262




<PAGE>


               AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                   relating to

                          BOEING MODEL 737-83N AIRCRAFT


Both   Boeing   and   Customer   have   certain   documentation   and   approval
responsibilities  at various times during the  construction  cycle of Customer's
Aircraft  that are critical to making the  delivery of each  Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.


<PAGE>


             1.          GOVERNMENT DOCUMENTATION REQUIREMENTS.
                         -------------------------------------

Certain actions are required to be taken by Customer in advance of the scheduled
delivery  month of each  Aircraft with respect to obtaining  certain  government
issued documentation.

                         1.1         Airworthiness and Registration Documents.
                                     ----------------------------------------

     Not later than 6 months prior to delivery of each  Aircraft,  Customer will
notify  Boeing  of the  registration  number  to be  painted  on the side of the
Aircraft.  In  addition,  and not later than 3 months  prior to delivery of each
Aircraft,   Customer  will,  by  letter  to  the  regulatory   authority  having
jurisdiction, authorize the temporary use of such registration numbers by Boeing
during the pre-delivery testing of the Aircraft.

Customer is responsible  for furnishing any Temporary or Permanent  Registration
Certificates  required by any governmental  authority having  jurisdiction to be
displayed aboard the Aircraft after delivery.

     1.2          Certificate         of         Sanitary          Construction.

     1.2.1 U.S.  Registered  Aircraft.  Boeing will obtain from the UnitedStates
Public Health Service, a United States  Certificate of Sanitary  Construction to
be displayed aboard each Aircraft after delivery to Customer.

     1.2.2 Non-U.S.  Registered  Aircraft.  If Customer  requires a UnitedStates
Certificate  of Sanitary  Construction  at the time of delivery of the Aircraft,
Customer will give written  notice  thereof to Boeing at least 3 months prior to
delivery.  Boeing  will then use its  reasonable  best  efforts  to  obtain  the
Certificate  from the United  States  Public  Health  Service  and present it to
Customer at the time of Aircraft delivery.

                         1.3         Customs Documentation.

     1.3.1 Import Documentation. If the Aircraft is intended to be exported from
the United States,  Customer must notify Boeing not later than 3 months prior to
delivery  of  each  Aircraft  of  any  documentation  required  by  the  customs
authorities or by any other agency of the country of import.

     1.3.2 General Declaration - U.S. If the Aircraft is intended to be exported
from  the  United  States,  Boeing  will  prepare  Customs  Form  7507,  General
Declaration, for execution by U.S. Customs immediately prior to the ferry flight
of the  Aircraft.  For this  purpose,  Customer will furnish to Boeing not later
than 20 days prior to delivery a complete crew and passenger list and a complete
ferry flight  itinerary,  including point of exit from the United States for the
Aircraft.

If Customer intends,  during the ferry flight of an Aircraft,  to land at a U.S.
airport  after  clearing  Customs at delivery,  Customer  must notify Boeing not
later than 20 days prior to delivery of such intention.  If Boeing receives such
notification,  Boeing will  provide to Customer  the  documents  constituting  a
Customs  permit to proceed,  allowing  such  Aircraft  to depart  after any such
landing.  Sufficient  copies  of  completed  Form  7507,  along  with  passenger
manifest, will be furnished Customer to cover U.S. stops scheduled for the ferry
flight.

     1.3.3 Export  Declaration  - U.S. If the Aircraft is intended to beexported
from the United States, Boeing will prepare Form 7525V and, immediately prior to
the ferry flight,  will submit such Form to U.S.  Customs in Seattle in order to
obtain  clearance for the departure of the Aircraft,  including any cargo,  from
the United States.  U.S. Customs will deliver the Export Declaration to the U.S.
Department of Commerce after export.

             2.          Insurance CertificateS.
                         ----------------------

     Unless provided earlier,  Customer will provide to Boeing not later than 30
days prior to delivery of the first  Aircraft,  a copy of the  requisite  annual
insurance  certificate in accordance  with the  requirements of Article 8 of the
AGTA.

             3           NOTICE OF FLYAWAY CONFIGURATION.
                         -------------------------------

     Not later than 20 days prior to delivery  of the  Aircraft,  Customer  will
provide  to  Boeing  a  configuration  letter  stating  the  requested  "flyaway
configuration" of the Aircraft for its ferry flight.  This configuration  letter
should include:

     (i) the name of the company  which is to furnish  fuel for the ferry flight
and any scheduled  post-delivery flight training, the method of payment for such
fuel, and fuel load for the ferry flight;

     (ii) the  cargo to be  loaded  and  where it is to be  stowed  on board the
Aircraft,   the  address  where  cargo  is  to  be  shipped  after  flyaway  and
notification of any hazardous materials requiring special handling;

     (iii) any BFE  equipment  to be removed  prior to flyaway  and  returned to
Boeing BFE stores for installation on Customer's subsequent Aircraft;

     (iv) a  complete  list of names and  citizenship  of each crew  member  and
non-revenue passenger who will be aboard the ferry flight; and

     (v) a complete ferry flight itinerary.



<PAGE>


             4.          DELIVERY ACTIONS BY BOEING.
                         --------------------------

     4.1  Schedule  of   Inspections.   All  FAA,   Boeing,   Customer  and,  if
required,Customs  Bureau  inspections will be scheduled by Boeing for completion
prior to delivery or departure  of the  Aircraft.  Customer  will be informed of
such schedules.

     4.2 Schedule of Demonstration  Flights. All FAA and Customer  demonstration
flights  will be  scheduled  by Boeing for  completion  prior to delivery of the
Aircraft.

     4.3 Schedule for Customer's Flight Crew. Boeing will inform Customer of the
date that a flight crew is required  for  acceptance  routines  associated  with
delivery of the Aircraft.

     4.4 Fuel  Provided by Boeing.  Boeing  will  provide to  Customer,  without
charge,  the  amount of fuel shown in U.S.  gallons  in the table  below for the
model of Aircraft being delivered and full capacity of engine oil at the time of
delivery or prior to the ferry flight of the Aircraft.

Aircraft Model                                          Fuel Provided
--------------                                          -------------
737                                                     1,000
747                                                     4,000
757                                                     1,600
767                                                     2,000
777                                                     3,000

     4.5 Flight Crew and Passenger  Consumables.  Boeing will provide reasonable
quantities of food, coat hangers,  towels, toilet tissue, drinking cups and soap
for the first segment of the ferry flight for the Aircraft.

     4.6 Delivery Papers,  Documents and Data. Boeing will have available at the
time of delivery of the Aircraft certain delivery papers, documents and data for
execution  and  delivery.  If title  for the  Aircraft  will be  transferred  to
Customer  through  a  Boeing  sales  subsidiary  and if  the  Aircraft  will  be
registered  with the FAA, Boeing will  pre-position in Oklahoma City,  Oklahoma,
for filing  with the FAA at the time of  delivery  of the  Aircraft  an executed
original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the
Aircraft from Boeing's sales subsidiary to Customer.

     4.7  Delegation  of  Authority.  If  specifically  requested  in advance by
Customer, Boeing will present a certified copy of a Resolution of Boeing's Board
of Directors,  designating and authorizing  certain persons to act on its behalf
in connection with delivery of the Aircraft.


<PAGE>



             5.          DELIVERY ACTIONS BY CUSTOMER.
                         ----------------------------

     5.1 Aircraft Radio Station License.  At delivery  Customer will provide its
Aircraft  Radio  Station  License to be placed on board the  Aircraft  following
delivery.

     5.2.  Aircraft  Flight Log. At delivery  Customer will provide the Aircraft
Flight Log for the Aircraft.

     5.3 Delegation of Authority. Customer will present to Boeing at delivery of
the Aircraft an original or certified copy of Customer's Delegation of Authority
designating and  authorizing  certain persons to act on its behalf in connection
with delivery of the specified Aircraft.





                              ESCALATION ADJUSTMENT

                         AIRFRAME AND OPTIONAL FEATURES


                                     between

                               THE BOEING COMPANY

                                       and

                             America Trans Air, inc.


           Supplemental Exhibit AE1 to Purchase Agreement Number 2262


                               (For Model 717-200, 737-600, 737-700, 737-800 and
                       737-900 the Airframe  Price  Includes the Engine Price at
                       its basic thrust level.)


<PAGE>




1.           Formula.
             -------

             Airframe and Optional  Features price  adjustments  (Airframe Price
Adjustment) are used to allow prices to be stated in current year dollars at the
signing  of this  Purchase  Agreement  and to  adjust  the  amount to be paid by
Customer at delivery for the effects of economic fluctuation. The Airframe Price
Adjustment  will be  determined  at the time of Aircraft  delivery in accordance
with the following formula:

             Pa = (P+B)(L + M) - P

             Where:

                      Pa            =  Airframe  Price  Adjustment.  (For  Model
                                    717-200,   737-600,   737-700,  737-800  and
                                    737-900,  the  Airframe  Price  includes the
                                    Engine Price at its basic thrust level.)

                      L =  .65 x ( ECI
                                  -----
                                   ECIb   )where  ECIb  is  the  base
                                           year index (as set forth in
                                           Table  1 of  this  Purchase
                                           Agreement)

                      M =  .35 x ( ICI
                                  -----
                                   ICIb    )where ICIb is the base year index
                                           (as set forth in Table 1 of this
                                            Purchase Agreement)

                      P =  Airframe Price plus Optional Features Price
                           (as set forth in Table 1 of this Purchase Agreement).

                      B =  0.005 x (N/12) x (P)  where N is the calendar month
                                                 and year of scheduled Aircraft
                                                 delivery minus the calendar
                                                 month and year of the Base
                                                 Price Year, both as shown in
                                                 Table 1 of this Purchase
                                                 Agreement.

                      ECI is a value  determined  using the U.S.  Department  of
                      Labor,  Bureau of Labor Statistics  "Employment Cost Index
                      for  workers  in  aerospace   manufacturing  -  Wages  and
                      Salaries" (ECI code 3721W),  calculated by  establishing a
                      three-month  arithmetic  average  value  (expressed  as  a
                      decimal and rounded to the nearest tenth) using the values
                      for the fifth, sixth and seventh months prior to the month
                      of scheduled delivery of the applicable  Aircraft.  As the
                      Employment  Cost  Index  values  are  only  released  on a
                      quarterly basis, the value released for the month of March
                      will be used for the months of January and  February;  the
                      value  for June  used for  April  and May;  the  value for
                      September  used for July and  August;  and the  value  for
                      December used for October and November.

                      ICI is a value  determined  using the U.S.  Department  of
                      Labor,  Bureau of Labor  Statistics  "Producer  Prices and
                      Price Index - Industrial  Commodities  Index ", calculated
                      as a 3-month  arithmetic  average of the released  monthly
                      values  (expressed as a decimal and rounded to the nearest
                      tenth)  using the values  for the 5th,  6th and 7th months
                      prior to the month of scheduled delivery of the applicable
                      Aircraft.

                      As an example,  for an Aircraft  scheduled to be delivered
                      in the month of January,  the months June, July and August
                      of the preceding year will be utilized in determining  the
                      value of ECI and ICI.

     Note:  i. In  determining  the  values  of L and M,  all  calculations  and
resulting  values  will  be  expressed  as a  decimal  rounded  to  the  nearest
ten-thousandth.

     ii. .65 is the numeric  ratio  attributed  to labor in the  Airframe  Price
Adjustment formula.

     iii. .35 is the numeric ratio attributed to materials in the Airframe Price
Adjustment formula.

     Iv. The  denominators  (base year  indices) are the actual  average  values
reported by the U.S.  Department of Labor, Bureau of Labor Statistics (base year
June 1989 = 100).  The  applicable  base year and  corresponding  denominator is
provided by Boeing in Table 1 of this Purchase Agreement.

     iv. The final value of Pa will be rounded to the nearest dollar.

     vi. The Airframe Price  Adjustment  will not be made if it will result in a
decrease in the Aircraft Basic Price.


2.           Values to be Utilized in the Event of Unavailability.
             -----------------------------------------------------

             2.1 If the Bureau of Labor  Statistics  substantially  revises  the
methodology used for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other corrections of
previously released values), or for any reason has not released values needed to
determine the applicable  Airframe Price Adjustment,  the parties will, prior to
the  delivery of any such  Aircraft,  select a  substitute  from other Bureau of
Labor   Statistics   data  or  similar   data   reported   by   non-governmental
organizations.  Such substitute will result in the same  adjustment,  insofar as
possible,  as would have been calculated  utilizing the original values adjusted
for fluctuation during the applicable time period.  However, if within 24 months
after  delivery of the Aircraft,  the Bureau of Labor  Statistics  should resume
releasing  values  for  the  months  needed  to  determine  the  Airframe  Price
Adjustment,  such values will be used to  determine  any increase or decrease in
the Airframe Price  Adjustment for the Aircraft from that determined at the time
of delivery of the Aircraft.

             2.2  Notwithstanding  Article 2.1 above,  if prior to the scheduled
delivery  month of an Aircraft the Bureau of Labor  Statistics  changes the base
year for determination of the ECI and ICI values as defined above, such re-based
values will be incorporated in the Airframe Price Adjustment calculation.

             2.3 In the event escalation  provisions are made non-enforceable or
otherwise  rendered  void by any agency of the  United  States  Government,  the
parties  agree,  to the extent they may lawfully do so, to equitably  adjust the
Aircraft Price of any affected Aircraft to reflect an allowance for increases or
decreases in labor  compensation  and material costs occurring since February of
the price base year shown in the Purchase Agreement which is consistent with the
applicable provisions of paragraph 1 of this Supplemental Exhibit AE1.

             2.4 If within 12 months of Aircraft  delivery,  the published index
values  are  revised  due to an  acknowledged  error  by  the  Bureau  of  Labor
Statistics,  the  Airframe  Price  Adjustment  will be  re-calculated  using the
revised index values (this does not include those values noted as preliminary by
the Bureau of Labor  Statistics).  A credit  memorandum or supplemental  invoice
will be issued for the Airframe Price  Adjustment  difference.  Interest charges
will not  apply  for the  period  of  original  invoice  to  issuance  of credit
memorandum or supplemental invoice.

Note:        i. The  values  released  by the  Bureau  of Labor  Statistics  and
             available to Boeing 30 days prior to the scheduled  delivery  month
             of an Aircraft will be used to determine the ECI and ICI values for
             the applicable  months (including those noted as preliminary by the
             Bureau  of  Labor  Statistics)  to  calculate  the  Airframe  Price
             Adjustment  for the Aircraft  invoice at the time of delivery.  The
             values will be considered  final and no Aircraft Price  Adjustments
             will be made after Aircraft delivery for any subsequent  changes in
             published Index values, subject always to paragraph 2.4 above.

             ii. The maximum  number of digits to the right of the decimal after
             rounding  utilized  in any part of the  Airframe  Price  Adjustment
             equation  will be 4, where  rounding  of the  fourth  digit will be
             increased to the next highest  digit when the 5th digit is equal to
             5 or greater.



                     BUYER FURNISHED EQUIPMENT VARIABLES

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


           Supplemental Exhibit BFE1 to Purchase Agreement Number 2262




<PAGE>



                       BUYER FURNISHED EQUIPMENT VARIABLES

                                   relating to

                          BOEING MODEL 737-83N AIRCRAFT


This  Supplemental  Exhibit BFE1 contains vendor selection dates,  on-dock dates
and other variables applicable to the Aircraft.

1.       Supplier Selection.

         Customer will:

     1.1 Select  and  notify  Boeing of the  suppliers  and part  numbers of the
following BFE items by the following dates:



Galley System                                                Complete

Galley Inserts                                               Complete

Seats (passenger)                                            Complete

Overhead & Audio System                                      Complete

Miscellaneous Emergency Equipment                            Complete

Cargo Handling Systems*                                August 8, 2000

* For a previously certified system.



<PAGE>


2.       On-dock Dates

 On or before  August 2000,  Boeing will provide to Customer a BFE  Requirements
On-Dock/Inventory  Document (BFE Document) or an electronically  transmitted BFE
Report which may be periodically revised,  setting forth the items,  quantities,
on-dock dates and shipping instructions relating to the in-sequence installation
of BFE. For planning  purposes,  a preliminary BFE on-dock schedule is set forth
below:

                            Preliminary On-Dock Dates

                                Aircraft Delivery


                         (Confidential Material Omitted)

                                Aircraft Delivery


                         (Confidential Material Omitted)


                                Aircraft Delivery


                         (Confidential Material Omitted)







                      Preliminary On-Dock Dates (Continued)


                                Aircraft Delivery


                         (Confidential Material Omitted)






                           CUSTOMER SUPPORT VARIABLES

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


           Supplemental Exhibit CS1 to Purchase Agreement Number 2262




<PAGE>


                           CUSTOMER SUPPORT VARIABLES

                                   relating to

                          BOEING MODEL 737-83N AIRCRAFT


Customer and Boeing will conduct  planning  conferences  approximately 12 months
before delivery of the first Aircraft,  or as otherwise  agreed,  to develop and
schedule a  customized  Customer  Support  Program to be  furnished by Boeing in
support of the Aircraft.

The customized  Customer  Services  Program will be based upon and equivalent to
the entitlements summarized below.


1.       MAINTENANCE TRAINING.
         --------------------

     1.1 Airplane General Familiarization Course; 1 class of 24 students;

     1.2 Mechanical/Power Plant Systems Course; 2 classes of 15 students;

     1.3 Electrical Systems Course; 2 classes of 15 students;

     1.4 Avionics Systems Course; 2 classes of 15 students;

     1.5 Corrosion Prevention & Control Course; 1 class of 10 students;

     1.6 Aircraft Rigging Course; 1 class of 6 students;

     1.7 Composite Repair for Technicians - Basic; 1 class of 8 students;

     1.8 Training materials will be provided to each student.  In addition,  one
set of training  materials used in Boeing's training  program,  including visual
aids,  Computer  Based  Training  Courseware,   instrument  panel  wall  charts,
text/graphics,  video programs,  etc. will be provided for use in Customer's own
training program.



<PAGE>


2.       FLIGHT TRAINING.
         ---------------

     2.1  Transition  training for 8 flight crews (16 pilots) in 2 classes;  The
training  will consist of ground school  (utilizing  computer  based  training),
fixed base  simulator,  full flight  simulator and actual  aircraft  training on
Customer's Aircraft.

     2.2 Flight Dispatcher training; 2 classes of 6 students;

     2.3 Flight Attendant training; 2 classes of 12 students;

     2.4 Performance  Engineer training in Boeing's regularly scheduled courses;
schedules are published twice yearly.

     2.5 Training materials will be provided to each student.  In addition,  one
set of training materials as used in Boeing's training program, including visual
aids,  Computer  Based  Training  Courseware,   instrument  panel  wall  charts,
text/graphics,  video programs,  Flight Attendant Manuals, etc. will be provided
for use in Customer's own training program.

     2.6 Additional Flight Operations Services:

     a. Boeing flight crew personnel to assist in ferrying the first aircraft to
Customer's main base;

     b.  Instructor  pilots for 90 calendar  days for revenue  service  training
assistance;

     c. An instructor  pilot to visit  Customer 6 months after  revenue  service
training to review Customer's flight crew operations for a 2 week period.



<PAGE>


3.       PLANNING ASSISTANCE.
         -------------------

         3.1      MAINTENANCE AND GROUND OPERATIONS.
                  ---------------------------------

                  Upon  request,  Boeing  will  visit  Customer's  main  base to
                  evaluate    aircraft    maintenance    facilities,     develop
                  recommendations and assist in maintenance planning.

         3.2      SPARES.
                  ------

                  a)       RECOMMENDED SPARES PARTS LIST (RSPL)
                           ------------------------------------
                           customized  RSPL, data and documents will be provided
                           to  identify  spare  parts  required  for  Customer's
                           support program.

                  b)       ILLUSTRATED PARTS CATALOG (IPC)
                           -------------------------------
                           A customized  IPC in accordance  with ATA 100 will be
provided.

                  c)       PROVISIONING TRAINING
                           Provisioning training will be provided for Customer's
                           personnel at Boeing's facilities, where documentation
                           and technical  expertise are  available.  Training is
                           focused  on  the  initial  provisioning  process  and
                           calculations reflected in the Boeing RSPL.

                  d)       SPARES PROVISIONING CONFERENCE
                           A provisioning conference will be conducted, normally
                           at  Boeing's  facilities  where  technical  data  and
                           personnel are available.

4:       TECHNICAL DATA AND DOCUMENTS

         4.1.     FLIGHT OPERATIONS.
                  -----------------
                  Airplane Flight Manual
                  Operations Manual
                  Quick Reference Handbook
                  Weight and Balance Manual
                  Dispatch Deviation Procedures Guide
                  Flight Crew Training Manual
                  Performance Engineer's Manual
                  Jet Transport Performance Methods
                  FMC Supplemental Data Document
                  Operational Performance Software
                  Fault Reporting Manual
                  ETOPS Guide Vol. III
                  Flight Planning and Performance Manual


         4.2.     MAINTENANCE.
                  -----------
                  Aircraft Maintenance Manual
                  Wiring Diagram Manual
                  Systems Schematics Manual
                  Connector Part Number Options Document
                  Structural Repair Manual
                  Overhaul/Component Maintenance Manual
                  Standard Overhaul Practices Manual
                  Standard Wiring Practices Manual
                  Non-Destructive Test Manual
                  Service Bulletins and Index
                  Corrosion Prevention Manual
                  Fault Isolation Manual
                  Fuel Measuring Stick Calibration  Document Power Plant Buildup
                  Manual Central Maintenance  Computer System Reporting Table In
                  Service  Activity Report All Operator  Letters Service Letters
                  Structural  Item Interim  Advisory  Maintenance  Tips Combined
                  Index

     4.3. MAINTENANCE PLANNING.  --------------------  Maintenance Planning Data
Document Maintenance  Planning Data Tasks Masterfile  Maintenance Task Cards and
Index Maintenance  Inspection Intervals Report ETOPS Guide Vol. II Configuration
Maintenance and Procedures for Extended Range Operations

         4.4.     SPARES.
                  ------
                  Illustrated Parts Catalog
                  Standards Books

         4.5.     FACILITIES AND EQUIPMENT PLANNING.
                  ---------------------------------
                  Facilities and Equipment Planning Document
                  Special Tool and Ground Handling Equipment Drawings and Index
                  Supplementary Tooling Documentation
                  Illustrated Tool and Equipment List/Manual
                  Aircraft Recovery Document
                  Airplane Characteristics for Airport Planning Document
                  Airplane Rescue and Fire Fighting Document
                  Engine Handling Document
                  ETOPS Guide Vol. I

         4.6.     SUPPLIER TECHNICAL DATA.
                  -----------------------
                  Service Bulletins
                  Ground Support Equipment Data
                  Provisioning Information
                  Component Maintenance/Overhaul Manuals and Index
                  Publications Index
                  Product Support Supplier Directory




                          (Confidential Letter Omitted)




                         SERVICE LIFE POLICY COMPONENTS

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


           Supplemental Exhibit SLP1 to Purchase Agreement Number 2262



<PAGE>


                         SERVICE LIFE POLICY COMPONENTS

                                   relating to

                            BOEING MODEL 737 AIRCRAFT


This is the listing of SLP  Components  for the Aircraft which relate to Part 3,
Boeing Service Life Policy of Exhibit C, Product Assurance  Document to the AGTA
and is a part of Purchase Agreement No. 2262.

1.           Wing.
             ----

     (a) Upper and lower skins and stiffeners  between the forward and rear wing
spars.

     (b) Wing spar webs, chords and stiffeners.

     (c) Inspar wing ribs.

     (d) Inspar splice plates and fittings.

     (e) Main landing gear support structure.

     (f) Wing center section floor beams,  lower beams and spanwise  beams,  but
not the seat tracks attached to floor beams.

     (g)  Engine  strut  support  fittings  attached  directly  to wing  primary
structure.

     (h) Wing-to-body structural attachments.

     (i) Support structure in the wing for spoilers and spoiler  actuators;  for
aileron  hinges and  reaction  links;  and for leading edge devices and trailing
edge flaps.

     (j) Trailing edge flap tracks and carriages.

     (k) Aileron  leading edge device and  trailing  edge flap  internal,  fixed
attachment and actuator support structure.



<PAGE>


2.           Body.
             ----

     (a) External surface skins and doublers, longitudinal stiffeners, longerons
and  circumferential  rings and frames between the forward pressure bulkhead and
the vertical  stabilizer rear spar bulkhead and structural support and enclosure
for the APU but excluding all system  components  and related  installation  and
connecting  devices,  insulation,  lining,  and  decorative  panels and  related
installation and connecting devices.

     (b)  Window  and  windshield   structure  but  excluding  the  windows  and
windshields.

     (c) Fixed  attachment  structure of the  passenger  doors,  cargo doors and
emergency exits,  excluding door mechanisms and movable hinge components.  Sills
and frames  around the body openings for the  passenger  doors,  cargo doors and
emergency exits, excluding scuff plates and pressure seals.

     (d) Nose wheel well  structure,  including  the wheel well walls,  pressure
deck, bulkheads, and gear support structure.

     (e) Main gear wheel well structure including pressure deck and landing gear
beam support structure.

     (f) Floor beams and support  posts in the control cab and  passenger  cabin
area, but excluding seat tracks.

     (g) Forward and aft pressure bulkheads.

     (h) Keel  structure  between the wing front spar bulkhead and the main gear
wheel well aft bulkhead including splices.

     (i) Wing front and rear spar support bulkheads, and vertical and horizontal
stabilizer front and rear spar support bulkheads including terminal fittings but
excluding all system components and related installation and connecting devices,
insulation,  lining,  decorative panels and related  installation and connecting
devices.

     (j) Support  structure in the body for the stabilizer  pivot and stabilizer
screw.



<PAGE>


3.           Vertical Stabilizer.
             -------------------

     (a) External skins between front and rear spars.

     (b)  Front,  rear  and  auxiliary  spar  chords,  webs and  stiffeners  and
attachment fittings.

     (c) Inspar ribs.

     (d) Rudder hinges and supporting ribs, excluding bearings.

     (e)  Support  structure  in the  vertical  stabilizer  for  rudder  hinges,
reaction links and actuators.

     (f) Rudder internal, fixed attachment and actuator support structure.

4.           Horizontal Stabilizer.
             ---------------------

     (a) External skins between front and rear spars.

     (b) Front and rear spar chords, webs and stiffeners.

     (c) Inspar ribs.

     (d) Stabilizer center section including hinge and screw support structure.

     (e) Support structure in the horizontal stabilizer for the elevator hinges,
reaction links and actuators.

     (f) Elevator internal, fixed attachment and actuator support structure.

5.           Engine Strut.
             ------------

     (a) Strut external surface skin and doublers and stiffeners.

     (b) Internal strut chords, frames and bulkheads.

     (c) Strut to wing fittings and diagonal brace.

     (d) Engine mount support fittings  attached directly to strut structure and
including the engine-mounted support fittings.



<PAGE>


6.           Main Landing Gear.
             -----------------

     (a) Outer cylinder.

     (b) Inner cylinder, including axles.

     (c)  Upper  and lower  side  struts,  including  spindles,  universals  and
reaction links.

     (d) Drag strut.

     (e) Bell crank.

     (f) Orifice support tube.

     (g) Trunnion link.

     (h) Downlock links including spindles and universals.

     (i) Torsion links.

     (j) Actuator beam, support link and beam arm.

7.           Nose Landing Gear.
             -----------------

     (a) Outer cylinder.

     (b) Inner cylinder, including axles.

     (c) Orifice support tube.

     (d) Upper and lower drag strut, including lock links.

     (e) Steering plates and steering collars.

     (f) Torsion links.


     NOTE: The Service Life Policy does not cover any bearings, bolts, bushings,
clamps, brackets, actuating mechanisms or latching mechanisms used in or on
the Covered Components.



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

Subject:          Demonstration Flight Waiver

     Reference:  Purchase  Agreement 2262 (the Purchase  Agreement)  between The
Boeing  Company  (Boeing) and American  Trans Air, Inc.  (Customer)  relating to
Model 737-83N aircraft (the Aircraft)

This Letter Agreement amends and supplements the Purchase  Agreement.  All terms
used but not defined in this Letter  Agreement shall have the same meaning as in
the Purchase Agreement.

Definition of Terms:

Correction  Costs:  Customer's  direct  labor costs and the cost of any material
required to correct a Flight  Discrepancy  where direct labor costs are equal to
the warranty  labor rate in effect between the parties at the time such labor is
expended.

Flight Discrepancy: A failure or malfunction of an Aircraft, or the accessories,
equipment or parts  installed on the Aircraft which results from a defect in the
Aircraft,  Boeing Product, engine or Supplier Product or a nonconformance to the
Detail Specification for the Aircraft.

The AGTA  provides  that each  aircraft will be test flown prior to delivery for
the purpose of demonstrating  the functioning of such Aircraft and its equipment
to Customer;  however,  Customer  may elect to waive this test flight.  For each
test flight waived,  Boeing agrees to provide  Customer an amount of jet fuel at
delivery  that,  including the standard fuel  entitlement,  totals the following
amount of fuel:

           --------------- -------------------------------------------------
           Aircraft Model  Total Fuel Entitlement (U.S. Gallons)
           --------------- -------------------------------------------------
           --------------- -------------------------------------------------
                737        Full tanks  (approx.  5,300 to 6,800,  depending
                           on model)
           --------------- -------------------------------------------------
           --------------- -------------------------------------------------
                747        26,000
           --------------- -------------------------------------------------
           --------------- -------------------------------------------------
                757        9,600
           --------------- -------------------------------------------------
           --------------- -------------------------------------------------
                767        11,000
           --------------- -------------------------------------------------
           --------------- -------------------------------------------------
                777        10,300
           --------------- -------------------------------------------------

Further,  Boeing agrees to reimburse  Customer for any Correction Costs incurred
as a result of the discovery of a Flight  Discrepancy during the first flight of
the aircraft by Customer  following delivery to the extent such Correction Costs
are not covered under a warranty provided by Boeing, the engine  manufacturer or
any of Boeing's suppliers.

Should a Flight Discrepancy be detected by Customer which requires the return of
the Aircraft to Boeing's facilities at Seattle,  Washington,  so that Boeing may
correct such Flight  Discrepancy,  Boeing and  Customer  agree that title to and
risk of loss of such  Aircraft  will remain with  Customer.  In addition,  it is
agreed that Boeing will have  responsibility for the Aircraft while it is on the
ground at Boeing's facilities in Seattle, Washington, as is chargeable by law to
a bailee for mutual benefit, but Boeing shall not be chargeable for loss of use.

To be reimbursed for Correction Costs,  Customer shall submit a written itemized
statement describing any flight discrepancies and indicating the Correction Cost
incurred by Customer  for each  discrepancy.  This  request must be submitted to
Boeing's Contracts Regional Director at Renton,  Washington,  within ninety (90)
days after the first flight by Customer.


Very truly yours,

THE BOEING COMPANY


By /s/ R.C. Nelson
  ------------------------------------------

Its:   Attorney-In-Fact
   --------------------------------------


ACCEPTED AND AGREED TO this

Date:   June 30                     ,2000
      -------------------------------

AMERICAN TRANS AIR, INC.


By /s/ Kenneth K. Wolff
  ------------------------------------------

Its: Executive Vice President & CFO
   ------------------------------------------


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


     Subject: Spares Initial Provisioning

     Reference:  Purchase  Agreement 2262 (the Purchase  Agreement)  between The
Boeing  Company  (Boeing) and American  Trans Air, Inc.  (Customer)  relating to
Model 737-83N aircraft (the Aircraft)


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


1.           Applicability.
             -------------

             This  letter  will  apply to  initial  provisioning  for the  Model
737-83N Aircraft purchased by Customer under the Purchase Agreement.


2.           Initial Provisioning Meeting.
             ----------------------------

             Boeing  will  conduct  an  initial  provisioning  meeting  (Initial
Provisioning  Meeting) with Customer to establish mutually agreeable  procedures
to accomplish  Customer's initial  provisioning of spare parts for the Aircraft.
The  parties  will  agree,  during  the  Initial  Provisioning  Meeting  on  the
operational  data to be provided by Customer for  Boeing's use in preparing  its
quantity  recommendations  for  initial  provisioning  of  spare  parts  for the
Aircraft,  exclusive of special  tools,  ground support  equipment,  engines and
engine  parts  (Provisioning  Items).  Such  operational  data to be provided by
Customer  will be the data  described  in Chapter 6 of Boeing  Manual  D6-81834,
entitled  "Spares  Provisioning  Products  Guide"  (Boeing  Spares  Provisioning
Products  Guide)  which  will be  furnished  to  Customer  prior to the  Initial
Provisioning   Meeting.   The  parties  will  also  agree  on  the  provisioning
documentation   to  be  provided  by  Boeing  as  described  in  Boeing   Spares
Provisioning   Products  Guide  (such  data  will  be  hereinafter  referred  to
collectively as the "Provisioning Data"). Boeing will provide instruction in the
use of the initial provisioning documentation. This instruction will be provided
in conjunction with the Initial Provisioning  Meeting. In addition,  the parties
will  discuss  spares  ordering  procedures  and other  matters  related  to the
provisioning  for  the  Aircraft.   The  time  and  location  for  such  Initial
Provisioning Meeting will be mutually agreed upon between the parties;  however,
Boeing and Customer  will use their best efforts to convene such meeting  within
30 days after execution of the Purchase Agreement.


3.           Initial Provisioning Documentation.
             ----------------------------------

             3.1 Provisioning  Data.  Boeing will furnish  Provisioning  Data to
Customer on or about August 25, 2000. The Provisioning  Data will be as complete
as possible and will cover  Provisioning  Items selected by Boeing for review by
Customer for initial  provisioning for the Aircraft.  The Provisioning Data will
set forth the prices for  Provisioning  Items  which are Boeing  Spare Parts and
such prices will be firm and remain in effect  until the date or dates set forth
below in Paragraph 4.1,  Boeing Spare Parts, by which orders must be placed with
Boeing.  Boeing  will,  from time to time,  until a date  approximately  90 days
following  delivery of the last Aircraft or until the delivery  configuration of
each of the Aircraft is reflected in the Provisioning Data,  whichever is later,
furnish to Customer revisions to the Provisioning Data.

             3.2  Provisioning  IPC.  Boeing will,  on or about August 18, 2000,
furnish to  Customer  a Boeing  Illustrated  Parts  Catalog  (IPC),  hereinafter
referred to as the "Provisioning  IPC". The Provisioning IPC will be as complete
as possible and will cover  Provisioning  Items selected by Boeing for review by
Customer for initial  provisioning  for the Aircraft.  Boeing will, from time to
time,  until  a date  approximately  90  days  following  delivery  of the  last
Aircraft,  or  until  the  delivery  configuration  of each of the  Aircraft  is
reflected  in the  Provisioning  IPC,  whichever  is later,  furnish to Customer
revisions to the Provisioning IPC.

             3.3         Buyer Furnished Equipment (BFE) Provisioning Data.
                         -------------------------------------------------

     3.3.1  Boeing's  Responsibility.  Boeing will  include BFE end items in the
Provisioning Data and Provisioning IPC for BFE installed on Customer's  Aircraft
provided  such  equipment  has been  installed  on other  Aircraft by Boeing and
Boeing has data on the BFE.

     3.3.2 Customer's Responsibility.  Customer will be responsible for ensuring
BFE data is provided to Boeing by the BFE  supplier  in a format  acceptable  to
Boeing for BFE not covered by 3.3.1 above. If the data is not provided to Boeing
in a timely manner and in a format acceptable to Boeing, such BFE equipment will
not be included in Boeing's Provisioning Data or IPC.

     3.4  Other  Data.   Boeing   will  submit  to  Customer   listings  of  Raw
Materials,Standard  Parts  and  Bulk  Materials  to be used by  Customer  in the
maintenance and repair of the Aircraft.


     4.  Purchase  from  Boeing of Spare Parts as Initial  Provisioning  for the
Aircraft.

     4.1 Boeing Spare Parts.  Customer will place orders for Provisioning  Items
by November 17, 2000;  provided,  however,  that in those instances where Boeing
submits any revision to the  Provisioning  Data,  Customer will place orders for
Boeing Spare Parts covered by such revision within 60 days following the date of
such  submittal.   At  Customer's  request,   Boeing  will  process  "controlled
shipments"  by  shipping  full or partial  quantities  of an order on a schedule
specified  by  Customer,  provided  the final  shipment is made no later than 24
months after receipt of the order.

     4.2 Supplier  Provisioning Items. Customer may place orders with Boeing for
Provisioning  Items which are  manufactured  by suppliers  or to their  detailed
design and are covered by the Provisioning Data as initial  provisioning for the
Aircraft.  The price to Customer for any such supplier Provisioning Item will be
112% of the supplier's  quoted price to Boeing  therefor.  If Customer elects to
purchase such supplier  Provisioning Items from Boeing,  Customer will place its
orders therefor in accordance with the provisions of Paragraph 4.1, Boeing Spare
Parts.

     4.3 Ground Support  Equipment and Special Tools.  Customer may place orders
with Boeing for ground support equipment (GSE) and special tools manufactured by
suppliers which Customer  determines it will initially  require for maintenance,
overhaul and servicing of the Aircraft and/or engines. The price to Customer for
such GSE or  special  tools will be one  hundred  twelve  percent  (112%) of the
supplier's quoted price to Boeing therefor.  If Customer elects to purchase such
GSE and special tools from Boeing,  Customer  will place its orders  therefor by
the date set forth in  Paragraph  4.1,  Boeing Spare Parts or such later date as
the parties may mutually agree.

     4.4 Spare  Engines and Engine Spare  Parts.  Customer may place orders with
Boeing for spare engines and/or engine spare parts which Customer  determines it
will  initially  require for  support of the  Aircraft  or for  maintenance  and
overhaul of the engines.  The price to Customer  for such spare  engines or such
engine spare parts,  will be 105% of the engine  manufacturer's  quoted price to
Boeing for the engine,  and 112% of the engine  manufacturer's  quoted  price to
Boeing for the engine spare  parts.  If Customer  elects to purchase  such spare
engines or engine spare parts through Boeing,  Customer will place its orders on
a date to be mutually agreed upon during the Initial Provisioning Meeting.

     4.5 QEC Kits. Boeing will, on or about June 30, 2000, furnish to Customer a
listing of all  components  which could be included in the Quick  Engine  Change
(QEC) kits which may be purchased by Customer  from Boeing.  Customer  agrees to
review such listing and  indicate by marking on one copy of such  listing  those
components that Customer desires included in its QEC kits.  Customer will return
such  marked  copy to Boeing  within 30 days  after  Customer's  receipt of such
listing.  Within 30 days after Boeing's receipt of such marked copy, Boeing will
republish such listing to reflect only those components selected by Customer and
will provide copies of such  republished  listing to Customer.  Boeing will from
time  to  time  furnish  revisions  to  such  republished  listing  until a date
approximately 90 days after delivery of the last QEC kit ordered by Customer for
the Aircraft. Boeing will furnish to Customer as soon as practicable a statement
setting forth a firm price for the QEC kit  configuration  selected by Customer.
Customer agrees to place orders with Boeing for the QEC kits for the Aircraft by
August 25, 2000.

     4.6 Payment for Provisioning  Items. The payment provisions of the Customer
Services  General Terms  Agreement  (CSGTA)  between Boeing and Customer will be
applicable  to  Provisioning  Items  ordered  by  Customer  from  Boeing for the
Aircraft.


5.           Delivery.
             --------

             Boeing will,  insofar as reasonably  possible,  deliver to Customer
the Spare Parts  ordered by Customer in accordance  with the  provisions of this
letter on dates reasonably calculated to conform to Customer's anticipated needs
in view of the scheduled  deliveries  of the Aircraft.  Customer and Boeing will
agree upon the date to begin delivery of the Provisioning Spare Parts ordered in
accordance with this letter. Where appropriate, Boeing will arrange for shipment
of such Spare Parts,  which are manufactured by suppliers,  directly to Customer
from the applicable supplier's facility.  The routing and method of shipment for
initial deliveries and all subsequent  deliveries of such Spare Parts will be as
mutually agreed between Boeing and Customer.


6.           Substitution for Obsolete Spare Parts.
             -------------------------------------

             6.1 Obligation to Substitute.  In the event that, prior to delivery
of the first  Aircraft  pursuant  to the  Purchase  Agreement,  any  Spare  Part
purchased  by Customer  from Boeing in  accordance  with this letter is rendered
obsolete or unusable due to the  redesign of the  Aircraft or of any  accessory,
equipment  or part  therefor,  (other  than a redesign at  Customer's  request),
Boeing will deliver to Customer new and usable Spare Parts in  substitution  for
such  obsolete or unusable  Spare Parts and Customer will return the obsolete or
unusable  Spare  Parts to Boeing.  Boeing will credit  Customer's  account  with
Boeing with the price paid by Customer for any such  obsolete or unusable  Spare
Part and will invoice  Customer for the  purchase  price of any such  substitute
Spare Part delivered to Customer.

             6.2  Delivery of Obsolete  Spare  Parts and  Substitutes  Therefor.
Obsolete or unusable Spare Parts returned by Customer pursuant to this Item will
be  delivered  to Boeing  at its  Seattle  Distribution  Center,  or such  other
destination as Boeing may reasonably designate. Spare Parts substituted for such
returned  obsolete or  unusable  Spare  Parts will be  delivered  to Customer at
Boeing's  Seattle  Distribution  Center,  or such other Boeing shipping point as
Boeing may  reasonably  designate.  Boeing will pay the freight  charges for the
shipment from Customer to Boeing of any such obsolete or unusable Spare Part and
for the shipment from Boeing to Customer of any such substitute Spare Part.


7.           Repurchase of Provisioning Items.
             --------------------------------

             7.1  Obligation to  Repurchase.  During a period  commencing 1 year
after delivery of the first Aircraft under the Purchase Agreement,  and ending 5
years after such  delivery,  Boeing  will,  upon receipt of  Customer's  written
request and subject to the exceptions in Paragraph 7.2,  Exceptions,  repurchase
unused and undamaged  Provisioning Items which (i) were recommended by Boeing in
the  Provisioning  Data as  initial  provisioning  for the  Aircraft,  (ii) were
purchased by Customer from Boeing, and (iii) are surplus to Customer's needs.

             7.2  Exceptions.  Boeing will not be obligated under Paragraph 7.1,
Obligation to Repurchase,  to repurchase any of the following: (i) quantities of
Provisioning  Items in excess of those  quantities  recommended by Boeing in the
Provisioning  Data for the  Aircraft,  (ii) QEC Kits,  Bulk Material  Kits,  Raw
Material  Kits,  Service  Bulletin Kits,  Standards Kits and components  thereof
(except those  components  listed  separately in the Provisioning  Data),  (iii)
Provisioning  Items for which an order was received by Boeing more than 5 months
after delivery of the last Aircraft,  (iv) Provisioning  Items which have become
obsolete or have been  replaced by other  Provisioning  Items as a result of (a)
Customer's  modification of the Aircraft or (b) design improvements by Boeing or
the supplier (other than  Provisioning  Items which have become obsolete because
of a defect in design if such defect has not been remedied by an offer by Boeing
or the supplier to provide no charge  retrofit kits or  replacement  parts which
correct such defect), and (v) Provisioning Items which become excess as a result
of a change in Customer's operating  parameters,  provided to Boeing pursuant to
the  Initial  Provisioning  meeting  in  Paragraph  2,  which  were the basis of
Boeing's initial provisioning recommendations for the Aircraft.

             7.3  Notification  and  Format.  Customer  will notify  Boeing,  in
writing,  when Customer  desires to return  Provisioning  Items which Customer's
review  indicates are eligible for  repurchase by Boeing under the provisions of
this Repurchase of Provisioning  Items paragraph.  Customer's  notification will
include a detailed summary,  in part number sequence,  of the Provisioning Items
Customer desires to return. Such summary will be in the form of listings, tapes,
diskettes or other media as may be mutually  agreed between Boeing and Customer,
and will include part number,  nomenclature,  purchase  order  number,  purchase
order date and quantity to be returned.  Within 5 business days after receipt of
Customer's notification,  Boeing will advise Customer, in writing, when Boeing's
review of such summary will be completed.

             7.4 Review and  Acceptance by Boeing.  Upon  completion of Boeing's
review of any detailed summary  submitted by Customer pursuant to Paragraph 7.3,
Boeing will issue to Customer a Material  Return  Authorization  (MRA) for those
Provisioning  Items Boeing agrees are eligible for repurchase in accordance with
this Repurchase of Provisioning Items paragraph.  Boeing will advise Customer of
the reason that any spare part  included in Customer's  detailed  summary is not
eligible  for  return.  Boeing's  MRA will state the date by which  Provisioning
Items listed in the MRA must be  redelivered to Boeing and Customer will arrange
for shipment of such Provisioning Items accordingly.

             7.5  Price  and  Payment.  The  price  of  each  Provisioning  Item
repurchased  by  Boeing  pursuant  to  this  Repurchase  of  Provisioning  Items
paragraph will be an amount equal to 100% of the original invoice price thereof.
In the  case  of  Provisioning  Items  manufactured  by a  supplier  which  were
purchased  pursuant  to  Paragraph  4,  Purchase  from  Boeing of Spare Parts as
Initial  Provisioning  for the Aircraft,  hereof the  repurchase  price will not
include  Boeing's 12% handling  charge.  Boeing will pay the repurchase price by
issuing a credit  memorandum in favor of Customer  which may be applied  against
amounts due Boeing for the purchase of aircraft, Spare Parts, services or data.

             7.6 Delivery of Provisioning Items.  Provisioning Items repurchased
by Boeing pursuant to this  Repurchase of  Provisioning  Items paragraph will be
delivered to Boeing F.O.B.  at its Seattle  Distribution  Center,  or such other
destination  as Boeing may reasonably  designate.  Customer will pay the freight
charges for the shipment from Customer to Boeing of any such Provisioning Items.


     8. Obsolete Spare Parts and Surplus  Provisioning Items - Title and Risk of
Loss.

             Title to and risk of loss of any  obsolete or unusable  Spare Parts
returned to Boeing  pursuant to Paragraph  6,  Substitution  for Obsolete  Spare
Parts, will pass to Boeing upon delivery thereof to Boeing. Title to and risk of
loss of any Spare  Part  substituted  for an  obsolete  or  unusable  Spare Part
pursuant to Paragraph 6,  Substitution  for Obsolete  Spare Parts,  will pass to
Customer  upon  delivery  thereof to Customer.  Title to and risk of loss of any
Provisioning  Item  repurchased by Boeing pursuant to Paragraph 7, Repurchase of
Provisioning  Items,  will pass to Boeing upon delivery thereof to Boeing.  With
respect to the obsolete or unusable  Spare Parts which may be returned to Boeing
and the Spare  Parts  substituted  therefor,  pursuant to  Paragraph  6, and the
Provisioning Items which may be repurchased by Boeing,  pursuant to Paragraph 7,
the party  which has risk of loss of any such  Spare Part or  Provisioning  Item
will have the  responsibility of providing any insurance coverage for it desired
by such party.


9.           Supplier Support.
             ----------------

             Boeing has entered, or anticipates  entering,  into product support
agreements  with  suppliers  (Boeing   Suppliers)  of  major  system  components
manufactured  by  such  Suppliers  to be  installed  on the  Aircraft  (Supplier
Components).  Such product support agreements commit, or are expected to commit,
the Boeing  Suppliers to provide to Boeing's  customers  and/or such  customer's
designees support services with respect to the Supplier  Components which can be
reasonably  expected to be required during the course of normal operation.  This
support  includes  but is not limited to  shelf-stock  of certain  spare  parts,
emergency  spare parts,  timely  delivery of spare  parts,  and  technical  data
related to the Supplier  Components.  Copies of such product support  agreements
will be provided to Customer on or about  September 22, 2000, in Boeing Document
D6-56115,  Volumes  1 and 2. In the event  Customer  has used due  diligence  in
attempting to resolve any  difficulty  arising in normal  business  transactions
between  Customer and a Boeing  Supplier  with respect to product  support for a
Supplier Component  manufactured by such Supplier and if such difficulty remains
unresolved,  Boeing will, if requested by Customer, assist Customer in resolving
such difficulty.  Assistance will be provided by the Customer  Supplier Services
organization.


10.          Termination for Excusable Delay.
             -------------------------------

             In the event of termination of the Purchase  Agreement with respect
to any Aircraft  pursuant to Article 7 of the AGTA,  such  termination  will, if
Customer so requests by written  notice  received by Boeing within 15 days after
such  termination,  also discharge and terminate all obligations and liabilities
of the parties as to any Spare Parts which Customer had ordered  pursuant to the
provisions  of this letter as initial  provisioning  for such Aircraft and which
are undelivered on the date Boeing receives such written notice.


Very truly yours,

THE BOEING COMPANY



By /s/ R.C. Nelson
  ------------------------------------------

Its    Attorney-In-Fact
   --------------------------------------


ACCEPTED AND AGREED TO this

Date:  June 30                              , 2000
      -------------------------------

AMERICAN TRANS AIR, INC.



By  /s/ Kenneth K. Wolff
  ------------------------------------------

Its     Executive Vice President & CFO
   ------------------------------------------



                          (Confidential Letter Omitted)


                         (Confidential Letter Omitted)

                         (Confidential Letter Omitted)


                        PURCHASE AGREEMENT NUMBER 2285

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                    Relating to Boeing Model 757-33N Aircraft




<PAGE>



                                TABLE OF CONTENTS


                                                               SA
ARTICLES                                                     NUMBER

       1.         Quantity, Model and Description

       2.         Delivery Schedule

       3.         Price

       4.         Payment

       5.         Miscellaneous


TABLE

       1.         Aircraft Information Table


EXHIBIT

       A.         Aircraft Configuration

       B.         Aircraft Delivery Requirements and Responsibilities


SUPPLEMENTAL EXHIBITS

       AE1.       Escalation Adjustment/Airframe and Optional Features

       BFE1.      BFE Variables

       CS1.       Customer Support Variables

       (CONFIDENTIAL MATERIAL OMITTED)

       SLP1.      Service Life Policy Components


<PAGE>


LETTER AGREEMENTS


2285-01                    Demonstration Flight Waiver

2285-02                    Spares Intial provisioning

2285-03                    Flight Crew Training Spare Parts Support


(CONFIDENTIAL MATERIAL OMITTED)



<PAGE>





                           Purchase Agreement No. 2285

                                     between

                               The Boeing Company

                                       and

                            American Trans Air, Inc.

                         ------------------------------

     This  Purchase  Agreement  No. 2285 dated as of           etween The Boeing
Company (BOEING) and American Trans Air, Inc.CUSTOMER)relating to the purchase
and sale of Model 757-33N  aircraft incorporates the terms and conditions of the
Aircraft  General  Terms  Agreement  dated as of --------  between the  parties,
identified as AGTA-AAT (AGTA).

Article 1.        QUANTITY, MODEL AND DESCRIPTION.
                  -------------------------------

                  The aircraft to be delivered to Customer will be designated as
Model  757-33N  aircraft (the  AIRCRAFT).  Boeing will  manufacture  and sell to
Customer Aircraft conforming to the configuration  described in Exhibit A, which
is part of this Purchase  Agreement,  in the quantities listed in Table 1 to the
Purchase Agreement.

Article 2.        DELIVERY SCHEDULE.
                  -----------------

                  The scheduled months of delivery of the Aircraft are listed in
the attached Table 1, which is part of this Purchase Agreement. Exhibit B, which
is part of this Purchase Agreement,  describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.

Article 3.        PRICE.
                  -----

     3.1 AIRCRAFT BASIC PRICE.  The Aircraft Basic Price is listed in Table 1 in
subject to  escalation dollars.

     3.2 ADVANCE PAYMENT BASE PRICES.  The Advance Payment Base Prices listed in
Table 1 were calculated  utilizing the latest  escalation  factors  available to
Boeing  on the  date  of this  Purchase  Agreement  projected  to the  month  of
scheduled delivery.

     3.3 Boeing has not yet  established  the Aircraft  Basic Price for Aircraft
scheduled to be delivered  after December 31, 2004. The prices listed in Table 1
for  such  Aircraft  are  only  to  provide  Customer  with an  estimate  of the
applicable  Advance Payment Base Prices.  Accordingly,  the Aircraft Basic Price
for such  Aircraft  will be the sum of the  Airframe  Price,  Optional  Features
Prices  and the Engine  Price  first  published  by Boeing for the same model of
aircraft and engines to be delivered after December 31, 2004.

Article 4.        PAYMENT.
                  -------

     4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1
for each Aircraft (DEPOSIT).

     4.2 The standard  advance payment  schedule for the Model 757-33N  aircraft
requires Customer to make certain advance payments, expressed in a percentage of
the Advance Payment Base Price of each Aircraft  beginning with a payment of 1%,
less the  Deposit,  on the  effective  date of the  Purchase  Agreement  for the
Aircraft.  Additional  advance  payments for each  aircraft are due on the first
business day of the months listed in the attached Table 1.

     4.3 For any  Aircraft  whose  scheduled  month of  delivery is less than 24
months from the date of this  Purchase  Agreement,  the total  amount of advance
payments due for payment upon signing of this  Purchase  Agreement  will include
all advance  payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4.2 above.

     4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at
delivery.

Article 5.        MISCELLANEOUS.
                  -------------

     5.1 AIRCRAFT INFORMATION TABLE. Table 1 consolidates  information contained
in  Articles  1, 2, 3 and 4 with  respect  to (i)  quantity  of  Aircraft,  (ii)
applicable Detail  Specification,  (iii) month and year of scheduled deliveries,
(iv) Aircraft Basic Price,  (v) applicable  escalation  factors and (vi) Advance
Payment Base Prices and advance payments and their schedules.

     5.2  ESCALATION  ADJUSTMENT/AIRFRAME  AND OPTIONAL  FEATURES.  Supplemental
Exhibit  AE1contains the applicable  airframe and optional  features  escalation
formula.

     5.3 BUYER FURNISHED EQUIPMENT VARIABLES. Supplemental Exhibit BFE1 contains
vendor  selection  dates,  on dock dates and other  variables  applicable to the
Aircraft.

     5.4  CUSTOMER  SUPPORT  VARIABLES.  Supplemental  Exhibit CS1  contains the
variable  information  applicable to  information,  training  services and other
things furnished by Boeing in support of the Aircraft.

     5.5 ENGINE  ESCALATION  VARIABLES.  Supplemental  Exhibit EE1  contains the
applicable engine escalation formula,  the engine warranty and the engine patent
indemnity for the Aircraft.

     5.6 SERVICE  LIFE POLICY  COMPONENT  VARIABLES.  Supplemental  Exhibit SLP1
lists the  airframe  and landing  gear  components  covered by the Service  Life
Policy for the Aircraft.

     5.7  NEGOTIATED  AGREEMENT;  ENTIRE  AGREEMENT.  This  Purchase  Agreement,
including the  provisions of Article 8.2 of the AGTA relating to insurance,  and
Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE
and  EXCLUSION  OF  CONSEQUENTIAL  AND OTHER  DAMAGES,  has been the  subject of
discussion and negotiation and is understood by the parties;  the Aircraft Price
and other  agreements  of the parties  stated in this  Purchase  Agreement  were
arrived  at in  consideration  of  such  provisions.  This  Purchase  Agreement,
including  the AGTA,  contains  the entire  agreement  between  the  parties and
supersedes   all   previous    proposals,    understandings,    commitments   or
representations  whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.


DATED AS OF                      June 30           ,   2000
                     ------------------------------


American Trans Air, Inc.                               THE BOEING COMPANY




By  /s/ Kenneth K. Wolff                          By   /s/   R.C. Nelson
    ----------------------------------------           -------------------------




Its   Executive Vice President & CFO                   Its   ATTORNEY-IN-FACT
     ---------------------------------------           -------------------------






                     Table 1 to Purchase Agreement No. 2285
           Aircraft Delivery, Description, Price and Advance Payments

(Confidential Material Omitted)



                            AIRCRAFT CONFIGURATION

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                   Exhibit A to Purchase Agreement Number 2285



<PAGE>


                             AIRCRAFT CONFIGURATION

                            Dated ___________________

                                   relating to

                          BOEING MODEL 757-33N AIRCRAFT


             The Detail Specification is Boeing Detail Specification  D019N001-A
dated as of August  7,  1998.  Such  Detail  Specification  will be  amended  to
incorporate the Options listed herein,  including the effects on  Manufacturer's
Empty Weight (MEW) and Operating  Empty Weight (OEW). As soon as practicable but
in no case later than  delivery of the first  Aircraft,  Boeing will  furnish to
Buyer  copies of the  Detail  Specification,  which  copies  will  reflect  such
Options.  The  Aircraft  Basic Price  reflects  and includes all effects of such
Options,  except such Aircraft Basic Price does not include the price effects of
any Buyer Furnished Equipment or Seller Purchased Equipment.



<PAGE>



 OPTION            TITLE                 PRICE PER
                                          AIRCRAFT
                                        ($1999 STE)

(Confidential Material Omitted)



               AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                   Exhibit B to Purchase Agreement Number 2285




<PAGE>


               AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                   relating to

                          BOEING MODEL 757-33N AIRCRAFT


Both   Boeing   and   Customer   have   certain   documentation   and   approval
responsibilities  at various times during the  construction  cycle of Customer's
Aircraft  that are critical to making the  delivery of each  Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.


<PAGE>


             1.          GOVERNMENT DOCUMENTATION REQUIREMENTS.
                         -------------------------------------

Certain actions are required to be taken by Customer in advance of the scheduled
delivery  month of each  Aircraft with respect to obtaining  certain  government
issued documentation.

                         1.1         AIRWORTHINESS AND REGISTRATION DOCUMENTS.
                                     ----------------------------------------

     Not later than 6 MONTHS PRIOR TO DELIVERY of each  Aircraft,  Customer will
notify  Boeing  of the  registration  number  to be  painted  on the side of the
Aircraft.  In  addition,  and not later than 3 MONTHS  PRIOR TO DELIVERY of each
Aircraft,   Customer  will,  by  letter  to  the  regulatory   authority  having
jurisdiction, authorize the temporary use of such registration numbers by Boeing
during the pre-delivery testing of the Aircraft.

Customer is responsible  for furnishing any Temporary or Permanent  Registration
Certificates  required by any governmental  authority having  jurisdiction to be
displayed aboard the Aircraft after delivery.

                         1.2         CERTIFICATE OF SANITARY CONSTRUCTION.
                                     ------------------------------------

     1.2.1 U.S. REGISTERED  AIRCRAFT.  Boeing will obtain from the United States
Public Health Service, a United States  Certificate of Sanitary  Construction to
be displayed aboard each Aircraft after delivery to Customer.

     1.2.2 NON-U.S.  REGISTERED  AIRCRAFT.  If Customer requires a United States
Certificate  of Sanitary  Construction  at the time of delivery of the Aircraft,
Customer will give written  notice  thereof to Boeing at least 3 MONTHS PRIOR TO
DELIVERY.  Boeing  will then use its  reasonable  best  efforts  to  obtain  the
Certificate  from the United  States  Public  Health  Service  and present it to
Customer at the time of Aircraft delivery.

                         1.3         CUSTOMS DOCUMENTATION.

     1.3.1 IMPORT DOCUMENTATION. If the Aircraft is intended to be exported from
the United States,  Customer must notify Boeing not later than 3 MONTHS PRIOR TO
DELIVERY  of  each  Aircraft  of  any  documentation  required  by  the  customs
authorities or by any other agency of the country of import.

     1.3.2 GENERAL DECLARATION - U.S. If the Aircraft is intended to be exported
from  the  United  States,  Boeing  will  prepare  Customs  Form  7507,  General
Declaration, for execution by U.S. Customs immediately prior to the ferry flight
of the  Aircraft.  For this  purpose,  Customer will furnish to Boeing not later
than 20 DAYS PRIOR TO DELIVERY a complete crew and passenger list and a complete
ferry flight  itinerary,  including point of exit from the United States for the
Aircraft.

If Customer intends,  during the ferry flight of an Aircraft,  to land at a U.S.
airport  after  clearing  Customs at delivery,  Customer  must notify Boeing not
later than 20 DAYS PRIOR TO DELIVERY of such intention.  If Boeing receives such
notification,  Boeing will  provide to Customer  the  documents  constituting  a
Customs  permit to proceed,  allowing  such  Aircraft  to depart  after any such
landing.  Sufficient  copies  of  completed  Form  7507,  along  with  passenger
manifest, will be furnished Customer to cover U.S. stops scheduled for the ferry
flight.

     1.3.3 EXPORT  DECLARATION - U.S. If the Aircraft is intended to be exported
from the United States, Boeing will prepare Form 7525V and, IMMEDIATELY PRIOR TO
THE FERRY FLIGHT,  will submit such Form to U.S.  Customs in Seattle in order to
obtain  clearance for the departure of the Aircraft,  including any cargo,  from
the United States.  U.S. Customs will deliver the Export Declaration to the U.S.
Department of Commerce after export.

             2.          INSURANCE CERTIFICATES.
                         ----------------------

     Unless provided earlier,  Customer will provide to Boeing not later than 30
DAYS PRIOR TO DELIVERY of the first  Aircraft,  a copy of the  requisite  annual
insurance  certificate in accordance  with the  requirements of Article 8 of the
AGTA.

             3           NOTICE OF FLYAWAY CONFIGURATION.
                         -------------------------------

     Not later than 20 DAYS PRIOR TO DELIVERY  of the  Aircraft,  Customer  will
provide  to  Boeing  a  configuration  letter  stating  the  requested  "flyaway
configuration" of the Aircraft for its ferry flight.  This configuration  letter
should include:

     (i) the name of the company  which is to furnish  fuel for the ferry flight
and any scheduled  post-delivery flight training, the method of payment for such
fuel, and fuel load for the ferry flight;

     (ii) the  cargo to be  loaded  and  where it is to be  stowed  on board the
Aircraft,   the  address  where  cargo  is  to  be  shipped  after  flyaway  and
notification of any hazardous materials requiring special handling;

     (iii) any BFE  equipment  to be removed  prior to flyaway  and  returned to
Boeing BFE stores for installation on Customer's subsequent Aircraft;

     (iv) a  complete  list of names and  citizenship  of each crew  member  and
non-revenue passenger who will be aboard the ferry flight; and

     (v) a complete ferry flight itinerary.



<PAGE>


             4.          DELIVERY ACTIONS BY BOEING.
                         --------------------------

     4.1 SCHEDULE OF INSPECTIONS.  All FAA,  Boeing,  Customer and, if required,
U.S. Customs Bureau  inspections will be scheduled by
Boeing for completion  prior to delivery or departure of the Aircraft.  Customer
will be informed of such schedules.

     4.2 SCHEDULE OF DEMONSTRATION  FLIGHTS. All FAA and Customer  demonstration
flights  will be  scheduled  by Boeing for  completion  prior to delivery of the
Aircraft.

     4.3 SCHEDULE FOR CUSTOMER'S FLIGHT CREW. Boeing will inform Customer of the
date that a flight crew is required  for  acceptance  routines  associated  with
delivery of the Aircraft.

     4.4 FUEL  PROVIDED BY BOEING.  Boeing  will  provide to  Customer,  without
charge,  the  amount of fuel shown in U.S.  gallons  in the table  below for the
model of Aircraft being delivered and full capacity of engine oil at the time of
delivery or prior to the ferry flight of the Aircraft.

AIRCRAFT MODEL                                          FUEL PROVIDED
--------------                                          -------------
737                                                     1,000
747                                                     4,000
757                                                     1,600
767                                                     2,000
777                                                     3,000

     4.5 FLIGHT CREW AND PASSENGER  CONSUMABLES.  Boeing will provide reasonable
quantities of food, coat hangers,  towels, toilet tissue, drinking cups and soap
for the first segment of the ferry flight for the Aircraft.

     4.6 DELIVERY PAPERS,  DOCUMENTS AND DATA. Boeing will have available at the
time of delivery of the Aircraft certain delivery papers, documents and data for
execution  and  delivery.  If title  for the  Aircraft  will be  transferred  to
Customer  through  a  Boeing  sales  subsidiary  and if  the  Aircraft  will  be
registered  with the FAA, Boeing will  pre-position in Oklahoma City,  Oklahoma,
for filing  with the FAA at the time of  delivery  of the  Aircraft  an executed
original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the
Aircraft from Boeing's sales subsidiary to Customer.

     4.7  DELEGATION  OF  AUTHORITY.  If  specifically  requested  in advance by
Customer, Boeing will present a certified copy of a Resolution of Boeing's Board
of Directors,  designating and authorizing  certain persons to act on its behalf
in connection with delivery of the Aircraft.


<PAGE>



             5.          DELIVERY ACTIONS BY CUSTOMER.
                         ----------------------------

     5.1 AIRCRAFT RADIO STATION LICENSE.  At delivery  Customer will provide its
Aircraft  Radio  Station  License to be placed on board the  Aircraft  following
delivery.

     5.2.  AIRCRAFT  FLIGHT LOG. At delivery  Customer will provide the Aircraft
Flight Log for the Aircraft.

     5.3 DELEGATION OF AUTHORITY. Customer will present to Boeing at delivery of
the Aircraft an original or certified copy of Customer's Delegation of Authority
designating and  authorizing  certain persons to act on its behalf in connection
with delivery of the specified Aircraft.



                             ESCALATION ADJUSTMENT

                         AIRFRAME AND OPTIONAL FEATURES


                                     between

                               THE BOEING COMPANY

                                       and

                             America Trans Air, inc.


                   Supplemental Exhibit AE1 to Purchase Agreement Number 2285


                      (FOR MODEL 717-200,  737-600, 737-700, 737-800 AND 737-900
              THE AIRFRAME  PRICE  INCLUDES THE ENGINE PRICE AT ITS BASIC THRUST
              LEVEL.)


<PAGE>




1.           FORMULA.
             -------

             Airframe and Optional  Features price  adjustments  (Airframe Price
Adjustment) are used to allow prices to be stated in current year dollars at the
signing  of this  Purchase  Agreement  and to  adjust  the  amount to be paid by
Customer at delivery for the effects of economic fluctuation. The Airframe Price
Adjustment  will be  determined  at the time of Aircraft  delivery in accordance
with the following formula:

             Pa = (P+B)(L + M) - P

             Where:

                      Pa            =  Airframe  Price  Adjustment.  (For  Model
                                    717-200,   737-600,   737-700,  737-800  and
                                    737-900,  the  Airframe  Price  includes the
                                    Engine Price at its basic thrust level.)

                      L =  .65 x ( ECI
                                  -----
                                   ECIb   )where  ECIb  is  the  base
                                           year index (as set forth in
                                           Table  1 of  this  Purchase
                                           Agreement)

                      M =  .35 x ( ICI
                                  -----
                                   ICIb    )where ICIb is the base year index
                                           (as set forth in Table 1 of this
Purchase Agreement)

                      P = Airframe  Price plus Optional  Features  Price (as set
                      forth in Table 1 of this Purchase Agreement).

                      B =  0.005 x (N/12) x (P)where N is the calendar month and
                                               year of scheduled Aircraft
                                               delivery minus the calendar month
                                               and year of the Base Price Year,
                                               both as shown in Table 1
                                               of this Purchase Agreement.

                      ECI is a value  determined  using the U.S.  Department  of
                      Labor,  Bureau of Labor Statistics  "Employment Cost Index
                      for  workers  in  aerospace   manufacturing  -  Wages  and
                      Salaries" (ECI code 3721W),  calculated by  establishing a
                      three-month  arithmetic  average  value  (expressed  as  a
                      decimal and rounded to the nearest tenth) using the values
                      for the fifth, sixth and seventh months prior to the month
                      of scheduled delivery of the applicable  Aircraft.  As the
                      Employment  Cost  Index  values  are  only  released  on a
                      quarterly basis, the value released for the month of March
                      will be used for the months of January and  February;  the
                      value  for June  used for  April  and May;  the  value for
                      September  used for July and  August;  and the  value  for
                      December used for October and November.

                      ICI is a value  determined  using the U.S.  Department  of
                      Labor,  Bureau of Labor  Statistics  "Producer  Prices and
                      Price Index - Industrial  Commodities  Index ", calculated
                      as a 3-month  arithmetic  average of the released  monthly
                      values  (expressed as a decimal and rounded to the nearest
                      tenth)  using the values  for the 5th,  6th and 7th months
                      prior to the month of scheduled delivery of the applicable
                      Aircraft.

                      As an example,  for an Aircraft  scheduled to be delivered
                      in the month of January,  the months June, July and August
                      of the preceding year will be utilized in determining  the
                      value of ECI and ICI.

     Note:  i. In  determining  the  values  of L and M,  all  calculations  and
resulting  values  will  be  expressed  as a  decimal  rounded  to  the  nearest
ten-thousandth.

     ii. .65 is the numeric  ratio  attributed  to labor in the  Airframe  Price
Adjustment formula.

     iii. .35 is the numeric ratio attributed to materials in the Airframe Price
Adjustment formula.

     Iv. The  denominators  (base year  indices) are the actual  average  values
reported by the U.S.  Department of Labor, Bureau of Labor Statistics (base year
June 1989 = 100).  The  applicable  base year and  corresponding  denominator is
provided by Boeing in Table 1 of this Purchase Agreement.

     iv. The final value of Pa will be rounded to the nearest dollar.

     vi. The Airframe Price  Adjustment  will not be made if it will result in a
decrease in the Aircraft Basic Price.


2.           VALUES TO BE UTILIZED IN THE EVENT OF UNAVAILABILITY.
             -----------------------------------------------------

             2.1 If the Bureau of Labor  Statistics  substantially  revises  the
methodology used for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other corrections of
previously released values), or for any reason has not released values needed to
determine the applicable  Airframe Price Adjustment,  the parties will, prior to
the  delivery of any such  Aircraft,  select a  substitute  from other Bureau of
Labor   Statistics   data  or  similar   data   reported   by   non-governmental
organizations.  Such substitute will result in the same  adjustment,  insofar as
possible,  as would have been calculated  utilizing the original values adjusted
for fluctuation during the applicable time period.  However, if within 24 months
after  delivery of the Aircraft,  the Bureau of Labor  Statistics  should resume
releasing  values  for  the  months  needed  to  determine  the  Airframe  Price
Adjustment,  such values will be used to  determine  any increase or decrease in
the Airframe Price  Adjustment for the Aircraft from that determined at the time
of delivery of the Aircraft.

             2.2  Notwithstanding  Article 2.1 above,  if prior to the scheduled
delivery  month of an Aircraft the Bureau of Labor  Statistics  changes the base
year for determination of the ECI and ICI values as defined above, such re-based
values will be incorporated in the Airframe Price Adjustment calculation.

             2.3 In the event escalation  provisions are made non-enforceable or
otherwise  rendered  void by any agency of the  United  States  Government,  the
parties  agree,  to the extent they may lawfully do so, to equitably  adjust the
Aircraft Price of any affected Aircraft to reflect an allowance for increases or
decreases in labor  compensation  and material costs occurring since February of
the price base year shown in the Purchase Agreement which is consistent with the
applicable provisions of paragraph 1 of this Supplemental Exhibit AE1.

             2.4 If within 12 months of Aircraft  delivery,  the published index
values  are  revised  due to an  acknowledged  error  by  the  Bureau  of  Labor
Statistics,  the  Airframe  Price  Adjustment  will be  re-calculated  using the
revised index values (this does not include those values noted as preliminary by
the Bureau of Labor  Statistics).  A credit  memorandum or supplemental  invoice
will be issued for the Airframe Price  Adjustment  difference.  Interest charges
will not  apply  for the  period  of  original  invoice  to  issuance  of credit
memorandum or supplemental invoice.

     NOTE:  i.  The  values  released  by the  Bureau  of Labor  Statistics  and
available  to Boeing 30 days prior to the  scheduled  delivery  month of an
Aircraft  will be used to  determine  the ECI and ICI values for the  applicable
months  (including those noted as preliminary by the Bureau of Labor Statistics)
to calculate the Airframe Price  Adjustment for the Aircraft invoice at the time
of  delivery.  The  values  will  be  considered  final  and no  Aircraft  Price
Adjustments will be made after Aircraft  delivery for any subsequent  changes in
published Index values, subject always to paragraph 2.4 above.

     ii. The maximum number of digits to the right of the decimal after rounding
utilized in any part of the Airframe Price Adjustment  equation will be 4, where
rounding of the fourth digit will be  increased  to the next highest  digit when
the 5th digit is equal to 5 or greater.


                              BUYER FURNISHED EQUIPMENT VARIABLES

                                             between

                                       THE BOEING COMPANY

                                               and

                                    American Trans Air, Inc.


                   Supplemental Exhibit BFE1 to Purchase Agreement Number 2285




<PAGE>



                               BUYER FURNISHED EQUIPMENT VARIABLES

                                           relating to

                                  BOEING MODEL 757-33N AIRCRAFT


This  Supplemental  Exhibit BFE1 contains vendor selection dates,  on-dock dates
and other variables applicable to the Aircraft.

1.       SUPPLIER SELECTION.
         ------------------

         Customer will:

     1.1 Select  and  notify  Boeing of the  suppliers  and part  numbers of the
following BFE items by the following dates:



Galley System                                            JULY 24, 2000


Galley Inserts                                           JULY 24, 2000


Seats (passenger)                                             COMPLETE


Overhead & Audio System                                       COMPLETE


Miscellaneous Emergency Equipment                        JULY 24, 2000


Cargo Handling Systems*                                       COMPLETE


* For a previously certified system



<PAGE>


2.       ON-DOCK DATES

 On or before October,  2000, Boeing will provide to Customer a BFE Requirements
On-Dock/Inventory  Document (BFE Document) or an electronically  transmitted BFE
Report which may be periodically revised,  setting forth the items,  quantities,
on-dock dates and shipping instructions relating to the in-sequence installation
of BFE. For planning  purposes,  a preliminary BFE on-dock schedule is set forth
below:

                            PRELIMINARY ON-DOCK DATES

--------------------------------------------------------------------------------
                                AIRCRAFT DELIVERY
--------------------------------------------------------------------------------


                        (CONFIDENTIAL MATERIAL OMITTED)
--------------------------------------------------------------------------------
                                AIRCRAFT DELIVERY
--------------------------------------------------------------------------------


                        (CONFIDENTIAL MATERIAL OMITTED)

 -------------------------------------------------------------------------------


                           CUSTOMER SUPPORT VARIABLES

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                   Supplemental Exhibit CS1 to Purchase Agreement Number 2285




<PAGE>


                           CUSTOMER SUPPORT VARIABLES

                                   relating to

                          BOEING MODEL 757-33N AIRCRAFT


Customer currently operates an aircraft of the same model as the Aircraft.  Upon
Customer's  request,  Boeing will  develop and  schedule a  customized  Customer
Support  Program to be  furnished  in support of the  Aircraft.  The  customized
program will be based upon and equivalent to the entitlements summarized below.

1.       MAINTENANCE TRAINING.
         --------------------

         1.1      Maintenance   Training  Minor  Model  Differences  Course,  if
                  required,   covering   operational,   structural   or  systems
                  differences between Customer's newly-purchased Aircraft and an
                  aircraft of the same model currently  operated by Customer;  1
                  class of 15 students;

         1.2      Training  materials,  if applicable,  will be provided to each
                  student. In addition, one set of training materials as used in
                  Boeing's  training  program,  including  visual aids, text and
                  graphics will be provided for use in  Customer's  own training
                  program.

2.       FLIGHT TRAINING.
         ---------------

         Boeing will provide,  if required,  one classroom course to acquaint up
         to 15 students with  operational,  systems and performance  differences
         between Customer's newly-purchased Aircraft and an aircraft of the same
         model currently operated by Customer.

         Any training  materials used in Flight Training,  if required,  will be
         provided for use in Customer's own training program.

3.       PLANNING ASSISTANCE.
         -------------------

         3.1      MAINTENANCE AND GROUND OPERATIONS.
                  ---------------------------------

                  Upon  request,   Boeing  will  provide   planning   assistance
                  regarding Minor Model Differences requirements for facilities,
                  tools and equipment.

         3.2      SPARES.
                  ------

                  Boeing will revise, as applicable,  the customized Recommended
                  Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).

4.       TECHNICAL DATA AND DOCUMENTS.
         ----------------------------

         Boeing  will  revise,  as  applicable,  technical  data  and  documents
         provided with previously delivered aircraft.



(CONFIDENTIAL LETTER OMITTED)



                         SERVICE LIFE POLICY COMPONENTS

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                   Supplemental Exhibit SLP1 to Purchase Agreement Number 2285



<PAGE>


                         SERVICE LIFE POLICY COMPONENTS

                                   relating to

                            BOEING MODEL 757 AIRCRAFT

This is the listing of Covered  Components for the Aircraft which relate to Part
3, BOEING  SERVICE LIFE POLICY of Exhibit C, PRODUCT  ASSURANCE  DOCUMENT to the
AGTA and is a part of Purchase Agreement No. 2285.


1.           WING.
             ----

     (a) Upper and lower skins and stiffeners  between the forward and rear wing
spars.

     (b) Wing spar webs, chords, and stiffeners.

     (c) Inspar wing ribs.

     (d) Inspar splice plates and fittings.

     (e) Main landing gear support structure.

     (f) Wing center section lower beams,  spanwise  beams and floor beams,  but
not the seat tracks attached to the beams.

     (g) Wing-to-body structural attachments.

     (h)  Engine  strut  support  fittings  attached  directly  to wing  primary
structure.

     (i) Support structure in the wing for spoilers and spoiler  actuators;  for
aileron  hinges and  reaction  links;  and for leading edge devices and trailing
edge flaps.

     (j) Trailing edge flap tracks and carriages.

     (k) Aileron  leading edge device and  trailing  edge flap  internal,  fixed
attachment and actuator support structure.

2.           BODY.
             ----

     (a) External surface skins and doublers, longitudinal stiffeners, longerons
and  circumferential  rings and frames between the forward pressure bulkhead and
the vertical stabilizer rear spar bulkhead, and structural support and enclosure
for the APU but excluding all system  components  and related  installation  and
connecting  devices,  insulation,  lining,  and  decorative  panels and  related
installation and connecting devices.

     (b)  Window  and  windshield   structure  but  excluding  the  windows  and
windshields.

     (c) Fixed  attachment  structure of the  passenger  doors,  cargo doors and
emergency exits,  excluding door mechanisms and movable hinge components.  Sills
and frames  around the body openings for the  passenger  doors,  cargo doors and
emergency exits, excluding scuff plates and pressure seals.

     (d) Nose wheel well  structure,  including  the wheel well walls,  pressure
deck, forward and aft bulkheads, and the gear support structure.

     (e) Main gear wheel well structure  including pressure deck,  bulkheads and
landing gear beam support structure.

     (f) Floor beams and support  posts in the control cab and  passenger  cabin
area, but excluding seat tracks.

     (g) Forward and aft pressure bulkheads.

     (h) Keel  structure  between the wing front spar bulkhead and the main gear
wheel well aft bulkhead, including splices.

     (i) Wing front and rear spar support bulkheads, and vertical and horizontal
stabilizer front and rear spar support bulkheads including terminal fittings but
excluding all system components and related installation and connecting devices,
insulation,  lining,  decorative panels, and related installation and connecting
devices.

     (j) Support  structure in the body for the stabilizer  pivot and stabilizer
screw.

3.           VERTICAL STABILIZER.
             -------------------

     (a) External skins between front and rear spars.

     (b) Front,  rear and  auxiliary  spar chords,  webs,  and  stiffeners,  and
attachment fittings between vertical stabilizer and body.

     (c) Inspar ribs.

     (d)  Support  structure  in the  vertical  stabilizer  for  rudder  hinges,
reaction links and actuator.

     (e) Rudder internal, fixed attachment and actuator support structure.

     (f) Rudder hinges and supporting ribs, excluding bearings.

4.           HORIZONTAL STABILIZER.
             ---------------------

     (a) External skins between front and rear spars.

     (b) Front, rear and auxiliary spar chords, webs, and stiffeners.

     (c) Inspar ribs.

     (d) Stabilizer center splice fittings, pivot and screw support structure.

     (e) Support structure in the horizontal stabilizer for the elevator hinges,
reaction links and actuators.

     (f) Elevator internal, fixed attachment and actuator support structure.

5.           ENGINE STRUT.
             ------------

     (a) Strut external surface skin and doublers and stiffeners.

     (b) Internal strut chords, frames and bulkheads.

     (c) Strut to wing fittings and diagonal brace.

     (d) Engine mount support fittings attached directly to strut structure.

     (e) For Aircraft  equipped with Pratt & Whitney  engines  only,  the engine
mounted support fittings.

6.           MAIN LANDING GEAR.
             -----------------

     (a) Outer cylinder.

     (b) Inner cylinder.

     (c) Upper and lower side struts, including spindles and universals.

     (d) Drag strut.

     (e) Side strut reaction link.

     (f) Side strut support link.

     (g) Downlock links including spindles and universals.

     (h) Orifice plate.

     (i) Trunnion link.

     (j) Truck beam.

     (k) Axles.

     (l) Torsion links.

     (m) Stabilizer link.

7.           NOSE LANDING GEAR.
             -----------------

     (a) Outer cylinder.

     (b) Inner cylinder.

     (c) Upper and lower drag strut, including lock links.

     (d) Axles.

     (e) Torsion links.

     (f) Steering plates and steering collar.

     (g) Orifice plate.

     NOTE: The Service Life Policy does not cover any bearings, bolts, bushings,
clamps, brackets, actuating mechanisms or latching mechanisms used in or on
the Covered Components.

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

     Subject: Demonstration Flight Waiver

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

     This Letter  Agreement amends and supplements the Purchase  Agreement.  All
terms used but not defined in this Letter  Agreement shall have the same meaning
as in the Purchase Agreement.

DEFINITION OF TERMS:

CORRECTION  COSTS:  Customer's  direct  labor costs and the cost of any material
required to correct a Flight  Discrepancy  where direct labor costs are equal to
the warranty  labor rate in effect between the parties at the time such labor is
expended.

FLIGHT DISCREPANCY: A failure or malfunction of an Aircraft, or the accessories,
equipment or parts  installed on the Aircraft which results from a defect in the
Aircraft,  Boeing Product, engine or Supplier Product or a nonconformance to the
Detail Specification for the Aircraft.

The AGTA  provides  that each  aircraft will be test flown prior to delivery for
the purpose of demonstrating  the functioning of such Aircraft and its equipment
to Customer;  however,  Customer  may elect to waive this test flight.  For each
test flight waived,  Boeing agrees to provide  Customer an amount of jet fuel at
delivery  that,  including the standard fuel  entitlement,  totals the following
amount of fuel:

 ---------------------- -----------------------------------------------
 AIRCRAFT MODEL         TOTAL FUEL ENTITLEMENT
                        (U.S. GALLONS)
 ---------------------- -----------------------------------------------
 ---------------------- -----------------------------------------------
 737                    Full tanks (approx.  5,300 to 6,800, depending
                        on model)
 ---------------------- -----------------------------------------------
 ---------------------- -----------------------------------------------
 747                    26,000
 ---------------------- -----------------------------------------------
 ---------------------- -----------------------------------------------
 757                    9,600
 ---------------------- -----------------------------------------------
 ---------------------- -----------------------------------------------
 767                    11,000
 ---------------------- -----------------------------------------------
 ---------------------- -----------------------------------------------
 777                    10,300
 ---------------------- -----------------------------------------------

Further,  Boeing agrees to reimburse  Customer for any Correction Costs incurred
as a result of the discovery of a Flight  Discrepancy during the first flight of
the aircraft by Customer  following delivery to the extent such Correction Costs
are not covered under a warranty provided by Boeing, the engine  manufacturer or
any of Boeing's suppliers.

Should a Flight Discrepancy be detected by Customer which requires the return of
the Aircraft to Boeing's facilities at Seattle,  Washington,  so that Boeing may
correct such Flight  Discrepancy,  Boeing and  Customer  agree that title to and
risk of loss of such  Aircraft  will remain with  Customer.  In addition,  it is
agreed that Boeing will have  responsibility for the Aircraft while it is on the
ground at Boeing's facilities in Seattle, Washington, as is chargeable by law to
a bailee for mutual benefit, but Boeing shall not be chargeable for loss of use.

To be reimbursed for Correction Costs,  Customer shall submit a written itemized
statement describing any flight discrepancies and indicating the Correction Cost
incurred by Customer  for each  discrepancy.  This  request must be submitted to
Boeing's Contracts Regional Director at Renton,  Washington,  within ninety (90)
days after the first flight by Customer.


Very truly yours,

THE BOEING COMPANY


By   /s/  R.C. Nelson
  ------------------------------------------

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


ACCEPTED AND AGREED TO this

Date:     June 30                    , 2000
      -------------------------------

AMERICAN TRANS AIR, INC.


By   /s/  Kenneth K. Wolff
  ------------------------------------------

Its       Executive Vice President & CFO
   ------------------------------------------

2285-02


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


     Subject: Spares Initial Provisioning

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


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


1.           APPLICABILITY.
             -------------

             This  letter  will  apply to  initial  provisioning  for the  Model
757-33N Aircraft purchased by Customer under the Purchase Agreement.


2.           INITIAL PROVISIONING MEETING.
             ----------------------------

             Boeing  will  conduct  an  initial  provisioning  meeting  (Initial
Provisioning  Meeting) with Customer to establish mutually agreeable  procedures
to accomplish  Customer's initial  provisioning of spare parts for the Aircraft.
The  parties  will  agree,  during  the  Initial  Provisioning  Meeting  on  the
operational  data to be provided by Customer for  Boeing's use in preparing  its
quantity  recommendations  for  initial  provisioning  of  spare  parts  for the
Aircraft,  exclusive of special  tools,  ground support  equipment,  engines and
engine  parts  (Provisioning  Items).  Such  operational  data to be provided by
Customer  will be the data  described  in Chapter 6 of Boeing  Manual  D6-81834,
entitled  "Spares  Provisioning  Products  Guide"  (Boeing  Spares  Provisioning
Products  Guide)  which  will be  furnished  to  Customer  prior to the  Initial
Provisioning   Meeting.   The  parties  will  also  agree  on  the  provisioning
documentation   to  be  provided  by  Boeing  as  described  in  Boeing   Spares
Provisioning   Products  Guide  (such  data  will  be  hereinafter  referred  to
collectively as the "Provisioning Data"). Boeing will provide instruction in the
use of the initial provisioning documentation. This instruction will be provided
in conjunction with the Initial Provisioning  Meeting. In addition,  the parties
will  discuss  spares  ordering  procedures  and other  matters  related  to the
provisioning  for  the  Aircraft.   The  time  and  location  for  such  Initial
Provisioning Meeting will be mutually agreed upon between the parties;  however,
Boeing and Customer  will use their best efforts to convene such meeting  within
30 days after execution of the Purchase Agreement.


3.           INITIAL PROVISIONING DOCUMENTATION.
             ----------------------------------

             3.1 PROVISIONING  DATA.  Boeing will furnish  Provisioning  Data to
Customer on or about August 25, 2000. The Provisioning  Data will be as complete
as possible and will cover  Provisioning  Items selected by Boeing for review by
Customer for initial  provisioning for the Aircraft.  The Provisioning Data will
set forth the prices for  Provisioning  Items  which are Boeing  Spare Parts and
such prices will be firm and remain in effect  until the date or dates set forth
below in Paragraph 4.1,  BOEING SPARE PARTS, by which orders must be placed with
Boeing.  Boeing  will,  from time to time,  until a date  approximately  90 days
following  delivery of the last Aircraft or until the delivery  configuration of
each of the Aircraft is reflected in the Provisioning Data,  whichever is later,
furnish to Customer revisions to the Provisioning Data.

             3.2  PROVISIONING  IPC.  Boeing will,  on or about August 18, 2000;
furnish to  Customer  a Boeing  Illustrated  Parts  Catalog  (IPC),  hereinafter
referred to as the "Provisioning  IPC". The Provisioning IPC will be as complete
as possible and will cover  Provisioning  Items selected by Boeing for review by
Customer for initial  provisioning  for the Aircraft.  Boeing will, from time to
time,  until  a date  approximately  90  days  following  delivery  of the  last
Aircraft,  or  until  the  delivery  configuration  of each of the  Aircraft  is
reflected  in the  Provisioning  IPC,  whichever  is later,  furnish to Customer
revisions to the Provisioning IPC.

             3.3         BUYER FURNISHED EQUIPMENT (BFE) PROVISIONING DATA.
                         -------------------------------------------------

     3.3.1  BOEING'S  RESPONSIBILITY.  Boeing will include BFE end -items in the
Provisioning Data and Provisioning IPC for BFE installed on Customer's  Aircraft
provided  such  equipment  has been  installed  on other  Aircraft by Boeing and
Boeing has data on the BFE.

     3.3.2 CUSTOMER'S RESPONSIBILITY.  Customer will be responsible for ensuring
BFE data is provided to Boeing by the BFE  supplier  in a format  acceptable  to
Boeing for BFE not covered by 3.3.1 above. If the data is not provided to Boeing
in a timely manner and in a format acceptable to Boeing, such BFE equipment will
not be included in Boeing's Provisioning Data or IPC.

     3.4 OTHER DATA.  Boeing will submit to Customer  listings of Raw Materials,
Standard Parts and Bulk Materials to be used by Customer in the  maintenance and
repair of the Aircraft.


4. PURCHASE FROM BOEING OF SPARE PARTS AS INITIAL PROVISIONING FOR THE AIRCRAFT.
  ---------------------------------------------- -----------------------------

             4.1 BOEING SPARE PARTS. Customer will place orders for Provisioning
Items by November 17, 2000,  provided,  however,  that in those  instances where
Boeing submits any revision to the Provisioning Data, Customer will place orders
for Boeing Spare Parts  covered by such  revision  within 60 days  following the
date of such submittal.  At Customer's request,  Boeing will process "controlled
shipments"  by  shipping  full or partial  quantities  of an order on a schedule
specified  by  Customer,  provided  the final  shipment is made no later than 24
months after receipt of the order.

             4.2  SUPPLIER  PROVISIONING  ITEMS.  Customer may place orders with
Boeing for  Provisioning  Items which are  manufactured by suppliers or to their
detailed design and are covered by the Provisioning Data as initial provisioning
for the Aircraft.  The price to Customer for any such supplier Provisioning Item
will be 112% of the  supplier's  quoted  price to Boeing  therefor.  If Customer
elects to purchase such supplier  Provisioning Items from Boeing,  Customer will
place its orders  therefor in accordance  with the  provisions of Paragraph 4.1,
BOEING SPARE PARTS.

             4.3 GROUND SUPPORT EQUIPMENT AND SPECIAL TOOLS.  Customer may place
orders  with  Boeing  for  ground  support  equipment  (GSE) and  special  tools
manufactured  by suppliers which Customer  determines it will initially  require
for  maintenance,  overhaul and servicing of the Aircraft  and/or  engines.  The
price to  Customer  for such GSE or  special  tools will be one  hundred  twelve
percent (112%) of the supplier's  quoted price to Boeing  therefor.  If Customer
elects to purchase such GSE and special  tools from Boeing,  Customer will place
its orders  therefor by the date set forth in Paragraph 4.1,  BOEING SPARE PARTS
or such later date as the parties may mutually agree.

             4.4 SPARE ENGINES AND ENGINE SPARE PARTS. Customer may place orders
with  Boeing  for  spare  engines  and/or  engine  spare  parts  which  Customer
determines  it  will  initially  require  for  support  of the  Aircraft  or for
maintenance  and overhaul of the  engines.  The price to Customer for such spare
engines or such engine  spare parts,  will be 105% of the engine  manufacturer's
quoted  price to Boeing for the  engine,  and 112% of the engine  manufacturer's
quoted  price to Boeing  for the  engine  spare  parts.  If  Customer  elects to
purchase such spare engines or engine spare parts through Boeing,  Customer will
place  its  orders on a date to be  mutually  agreed  upon  during  the  Initial
Provisioning Meeting.

             4.5 QEC KITS.  Boeing will,  on or about June 30, 2000,  furnish to
Customer a listing of all components which could be included in the Quick Engine
Change  (QEC) kits which may be  purchased  by Customer  from  Boeing.  Customer
agrees to review  such  listing  and  indicate  by  marking  on one copy of such
listing  those  components  that  Customer  desires  included  in its QEC  kits.
Customer will return such marked copy to Boeing within 30 days after  Customer's
receipt of such listing.  Within 30 days after  Boeing's  receipt of such marked
copy,  Boeing  will  republish  such  listing to reflect  only those  components
selected by Customer  and will  provide  copies of such  republished  listing to
Customer.  Boeing will from time to time furnish  revisions to such  republished
listing until a date  approximately  90 days after  delivery of the last QEC kit
ordered by Customer for the Aircraft. Boeing will furnish to Customer as soon as
practicable a statement setting forth a firm price for the QEC kit configuration
selected by  Customer.  Customer  agrees to place orders with Boeing for the QEC
kits for the Aircraft by August 25, 2000.

             4.6 PAYMENT FOR PROVISIONING  ITEMS. The payment  provisions of the
Customer  Services  General Terms Agreement  (CSGTA) between Boeing and Customer
will be applicable to Provisioning Items ordered by Customer from Boeing for the
Aircraft.


5.           DELIVERY.
             --------

             Boeing will,  insofar as reasonably  possible,  deliver to Customer
the Spare Parts  ordered by Customer in accordance  with the  provisions of this
letter on dates reasonably calculated to conform to Customer's anticipated needs
in view of the scheduled  deliveries  of the Aircraft.  Customer and Boeing will
agree upon the date to begin delivery of the Provisioning Spare Parts ordered in
accordance with this letter. Where appropriate, Boeing will arrange for shipment
of such Spare Parts,  which are manufactured by suppliers,  directly to Customer
from the applicable supplier's facility.  The routing and method of shipment for
initial deliveries and all subsequent  deliveries of such Spare Parts will be as
mutually agreed between Boeing and Customer.


6.           SUBSTITUTION FOR OBSOLETE SPARE PARTS.
             -------------------------------------

             6.1 OBLIGATION TO SUBSTITUTE.  In the event that, prior to delivery
of the first  Aircraft  pursuant  to the  Purchase  Agreement,  any  Spare  Part
purchased  by Customer  from Boeing in  accordance  with this letter is rendered
obsolete or unusable due to the  redesign of the  Aircraft or of any  accessory,
equipment  or part  therefor,  (other  than a redesign at  Customer's  request),
Boeing will deliver to Customer new and usable Spare Parts in  substitution  for
such  obsolete or unusable  Spare Parts and Customer will return the obsolete or
unusable  Spare  Parts to Boeing.  Boeing will credit  Customer's  account  with
Boeing with the price paid by Customer for any such  obsolete or unusable  Spare
Part and will invoice  Customer for the  purchase  price of any such  substitute
Spare Part delivered to Customer.

             6.2  DELIVERY OF OBSOLETE  SPARE  PARTS AND  SUBSTITUTES  THEREFOR.
Obsolete or unusable Spare Parts returned by Customer pursuant to this Item will
be  delivered  to Boeing  at its  Seattle  Distribution  Center,  or such  other
destination as Boeing may reasonably designate. Spare Parts substituted for such
returned  obsolete or  unusable  Spare  Parts will be  delivered  to Customer at
Boeing's  Seattle  Distribution  Center,  or such other Boeing shipping point as
Boeing may  reasonably  designate.  Boeing will pay the freight  charges for the
shipment from Customer to Boeing of any such obsolete or unusable Spare Part and
for the shipment from Boeing to Customer of any such substitute Spare Part.


7.           REPURCHASE OF PROVISIONING ITEMS.
             --------------------------------

             7.1  OBLIGATION TO  REPURCHASE.  During a period  commencing 1 year
after delivery of the first Aircraft under the Purchase Agreement,  and ending 5
years after such  delivery,  Boeing  will,  upon receipt of  Customer's  written
request and subject to the exceptions in Paragraph 7.2,  EXCEPTIONS,  repurchase
unused and undamaged  Provisioning Items which (i) were recommended by Boeing in
the  Provisioning  Data as  initial  provisioning  for the  Aircraft,  (ii) were
purchased by Customer from Boeing, and (iii) are surplus to Customer's needs.

             7.2  EXCEPTIONS.  Boeing will not be obligated under Paragraph 7.1,
OBLIGATION TO REPURCHASE,  to repurchase any of the following: (i) quantities of
Provisioning  Items in excess of those  quantities  recommended by Boeing in the
Provisioning  Data for the  Aircraft,  (ii) QEC Kits,  Bulk Material  Kits,  Raw
Material  Kits,  Service  Bulletin Kits,  Standards Kits and components  thereof
(except those  components  listed  separately in the Provisioning  Data),  (iii)
Provisioning  Items for which an order was received by Boeing more than 5 months
after delivery of the last Aircraft,  (iv) Provisioning  Items which have become
obsolete or have been  replaced by other  Provisioning  Items as a result of (a)
Customer's  modification of the Aircraft or (b) design improvements by Boeing or
the supplier (other than  Provisioning  Items which have become obsolete because
of a defect in design if such defect has not been remedied by an offer by Boeing
or the supplier to provide no charge  retrofit kits or  replacement  parts which
correct such defect), and (v) Provisioning Items which become excess as a result
of a change in Customer's operating  parameters,  provided to Boeing pursuant to
the  Initial  Provisioning  meeting  in  Paragraph  2,  which  were the basis of
Boeing's initial provisioning recommendations for the Aircraft.

             7.3  NOTIFICATION  AND  FORMAT.  Customer  will notify  Boeing,  in
writing,  when Customer  desires to return  Provisioning  Items which Customer's
review  indicates are eligible for  repurchase by Boeing under the provisions of
this Repurchase of Provisioning  Items paragraph.  Customer's  notification will
include a detailed summary,  in part number sequence,  of the Provisioning Items
Customer desires to return. Such summary will be in the form of listings, tapes,
diskettes or other media as may be mutually  agreed between Boeing and Customer,
and will include part number,  nomenclature,  purchase  order  number,  purchase
order date and quantity to be returned.  Within 5 business days after receipt of
Customer's notification,  Boeing will advise Customer, in writing, when Boeing's
review of such summary will be completed.

             7.4 REVIEW AND  ACCEPTANCE BY BOEING.  Upon  completion of Boeing's
review of any detailed summary  submitted by Customer pursuant to Paragraph 7.3,
Boeing will issue to Customer a Material  Return  Authorization  (MRA) for those
Provisioning  Items Boeing agrees are eligible for repurchase in accordance with
this Repurchase of Provisioning Items paragraph.  Boeing will advise Customer of
the reason that any spare part  included in Customer's  detailed  summary is not
eligible  for  return.  Boeing's  MRA will state the date by which  Provisioning
Items listed in the MRA must be  redelivered to Boeing and Customer will arrange
for shipment of such Provisioning Items accordingly.

             7.5  PRICE  AND  PAYMENT.  The  price  of  each  Provisioning  Item
repurchased  by  Boeing  pursuant  to  this  Repurchase  of  Provisioning  Items
paragraph will be an amount equal to 100% of the original invoice price thereof.
In the  case  of  Provisioning  Items  manufactured  by a  supplier  which  were
purchased  pursuant  to  Paragraph  4,  PURCHASE  FROM  BOEING OF SPARE PARTS AS
INITIAL  PROVISIONING  FOR THE AIRCRAFT,  hereof the  repurchase  price will not
include  Boeing's 12% handling  charge.  Boeing will pay the repurchase price by
issuing a credit  memorandum in favor of Customer  which may be applied  against
amounts due Boeing for the purchase of aircraft, Spare Parts, services or data.

             7.6 DELIVERY OF PROVISIONING ITEMS.  Provisioning Items repurchased
by Boeing pursuant to this  Repurchase of  Provisioning  Items paragraph will be
delivered to Boeing F.O.B.  at its Seattle  Distribution  Center,  or such other
destination  as Boeing may reasonably  designate.  Customer will pay the freight
charges for the shipment from Customer to Boeing of any such Provisioning Items.


8. OBSOLETE SPARE PARTS AND SURPLUS PROVISIONING ITEMS - TITLE AND RISK OF LOSS.
  ----------------------------------------------------------------------------

             Title to and risk of loss of any  obsolete or unusable  Spare Parts
returned to Boeing  pursuant to Paragraph  6,  SUBSTITUTION  FOR OBSOLETE  SPARE
PARTS, will pass to Boeing upon delivery thereof to Boeing. Title to and risk of
loss of any Spare  Part  substituted  for an  obsolete  or  unusable  Spare Part
pursuant to Paragraph 6,  SUBSTITUTION  FOR OBSOLETE  SPARE PARTS,  will pass to
Customer  upon  delivery  thereof to Customer.  Title to and risk of loss of any
Provisioning  Item  repurchased by Boeing pursuant to Paragraph 7, REPURCHASE OF
PROVISIONING  ITEMS,  will pass to Boeing upon delivery thereof to Boeing.  With
respect to the obsolete or unusable  Spare Parts which may be returned to Boeing
and the Spare  Parts  substituted  therefor,  pursuant to  Paragraph  6, and the
Provisioning Items which may be repurchased by Boeing,  pursuant to Paragraph 7,
the party  which has risk of loss of any such  Spare Part or  Provisioning  Item
will have the  responsibility of providing any insurance coverage for it desired
by such party.


9.           SUPPLIER SUPPORT.
             ----------------

             Boeing has entered, or anticipates  entering,  into product support
agreements  with  suppliers  (Boeing   Suppliers)  of  major  system  components
manufactured  by  such  Suppliers  to be  installed  on the  Aircraft  (Supplier
Components).  Such product support agreements commit, or are expected to commit,
the Boeing  Suppliers to provide to Boeing's  customers  and/or such  customer's
designees support services with respect to the Supplier  Components which can be
reasonably  expected to be required during the course of normal operation.  This
support  includes  but is not limited to  shelf-stock  of certain  spare  parts,
emergency  spare parts,  timely  delivery of spare  parts,  and  technical  data
related to the Supplier  Components.  Copies of such product support  agreements
will be provided to Customer on or about  September 22, 2000, in Boeing Document
D6-56115,  Volumes  1 and 2. In the event  Customer  has used due  diligence  in
attempting to resolve any  difficulty  arising in normal  business  transactions
between  Customer and a Boeing  Supplier  with respect to product  support for a
Supplier Component  manufactured by such Supplier and if such difficulty remains
unresolved,  Boeing will, if requested by Customer, assist Customer in resolving
such difficulty.  Assistance will be provided by the Customer  Supplier Services
organization.


10.          TERMINATION FOR EXCUSABLE DELAY.
             -------------------------------

             In the event of termination of the Purchase  Agreement with respect
to any Aircraft  pursuant to Article 7 of the AGTA,  such  termination  will, if
Customer so requests by written  notice  received by Boeing within 15 days after
such  termination,  also discharge and terminate all obligations and liabilities
of the parties as to any Spare Parts which Customer had ordered  pursuant to the
provisions  of this letter as initial  provisioning  for such Aircraft and which
are undelivered on the date Boeing receives such written notice.


Very truly yours,

THE BOEING COMPANY



By   /s/  R.C. Nelson
  ------------------------------------------

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


ACCEPTED AND AGREED TO this

Date:     June 30                   , 2000
      -------------------------------

AMERICAN TRANS AIR, INC.



By  /s/  Kenneth K. Wolff
  ------------------------------------------

Its      Executive Vice President & CFO
   ------------------------------------------



        2285-03


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

     Subject: Flight Crew Training Spare Parts Support

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

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

         DEFINITION OF TERMS:

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

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

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

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

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


1.       PROVISIONING OF SPARE PARTS

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

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


2.       DISPOSITION OF REMOVED PARTS

                  With respect to Removed Parts, Boeing may:

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

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

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

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


3.       REDELIVERY OF STANDBY PARTS

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


4.       NON-PERFORMANCE BY CUSTOMER

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

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

     (ii) cancel or reschedule the Flight Crew Training.

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


5.       CUSTOMER WARRANTY

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


6.       TITLE AND RISK OF LOSS

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

         Very truly yours,

         THE BOEING COMPANY


         By    /s/ R.C. Nelson
            --------------------------------

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


         ACCEPTED AND AGREED TO this

         Date:         June 30        , 2000
                ----------------------

         AMERICAN TRANS AIR, INC.


         By   /s/ Kenneth K. Wolff
            --------------------------------

         Its  Executive Vice President & CFO
            --------------------------------


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