AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                   Exhibit B to Purchase Agreement Number 2285




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               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.


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             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.



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             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.


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             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.