PURCHASE    AND    INVESTOR
                                    RIGHTS  AGREEMENT  dated as of September 19,
                                    2000,  between  AMTRAN,   INC.,  an  Indiana
                                    corporation   ("AMTRAN")  and  INTERNATIONAL
                                    LEASE  FINANCE   CORPORATION   ("ILFC"),   a
                                    California corporation.

                  WHEREAS,  on May 4, 2000,  Amtran's  wholly owned  subsidiary,
American  Trans Air, Inc.  ("ATA"),  and ILFC entered into a binding  commitment
letter (the  "COMMITMENT  LETTER") whereby ILFC agreed to lease certain aircraft
to ATA (the "LEASES");

                  WHEREAS,  pursuant  to the  Commitment  Letter,  ILFC  and ATA
agreed,  among other  things,  that in  connection  with the Leases,  ILFC shall
purchase from Amtran shares of preferred stock, the terms of which are set forth
in Annex A hereto (the "PREFERRED STOCK").

                  NOW THEREFORE,  pursuant to the mutual agreements and premises
set forth herein, the parties agree as follows:

                  1.  ISSUANCE AND SALE OF  PREFERRED  STOCK.  Amtran  agrees to
issue  and sell to ILFC up to an  aggregate  of 300  shares of  Preferred  Stock
having an aggregate amount payable upon liquidation (the  "Liquidation  Amount")
of up to $30  million.  The  Preferred  Stock  will be issued in  increments  of
approximately  $2.1  million  in  Liquidation  Amount  in  amounts  per share of
$100,000 in  Liquidation  Amount in  connection  with the execution by ATA of 14
binding leases for 14 aircraft.  The delivery date of shares of Preferred  Stock
in  accordance  with the terms of this  Agreement is referred to as the "Closing
Date."

                  Payment of the purchase price for the Preferred Stock shall be
made  by wire  transfer  to the  account  specified  by  Amtran  in  immediately
available  funds.  Delivery  of the  certificates  for the shares  against  such
payment  shall be made at the  office of  Cravath,  Swaine & Moore at 10:00 a.m.
(New York City time) (the "CLOSING") on the Closing Date.

     2. REPRESENTATIONS AND WARRANTIES OF AMTRAN. Amtran represents and warrants
to, and agrees with ILFC that:

     (a) Amtran has been duly  incorporated  and is an existing  corporation  in
good standing  under the laws of the State of Indiana,  with power and authority
(corporate  and  other)  to own its  properties  and  conduct  its  business  as
presently conducted.

     (b) The  Preferred  Stock has been duly  authorized  by Amtran and when the
shares of Preferred Stock have been issued and delivered by Amtran, and paid for
pursuant to this Agreement,  such Preferred Stock will be validly issued,  fully
paid and non-assessable.

     (c) The common  stock  without  par value of Amtran  (the  "COMMON  STOCK")
issuable  upon  conversion  of the  Preferred  Stock has been  duly and  validly
authorized  and  reserved  for  issuance  and,  when  issued  and  delivered  in
accordance with the provisions of the Preferred Stock,  will be duly and validly
authorized and issued, and will be fully paid and non-assessable.

     (d) This  Agreement  has been duly  authorized,  executed and  delivered by
Amtran and is  enforceable  in accordance  with its terms (subject to applicable
bankruptcy,  receivership,   insolvency,  fraudulent  transfer,  reorganization,
moratorium or other laws affecting creditors' rights generally from time to time
in effect).

     (e)  Assuming  the  representations  and  warranties  of ILFC  are true and
correct, the offer and sale of the Preferred Stock in the manner contemplated by
this  Agreement  will  be  exempt  from  the  registration  requirements  of the
Securities Act of 1933, as amended (the  "SECURITIES  ACT") by reason of Section
4(2) thereof.

     (f) Amtran has made  available to ILFC correct and complete  copies of each
report,  registration and definitive proxy statement filed by Amtran pursuant to
Rules 13(a) or 15(d) or Section 14(a), as applicable, of the Securities Exchange
Act of 1934, as amended (the  "EXCHANGE  ACT") with the  Securities and Exchange
Commission  since January 1, 1999,  (collectively,  the "SEC REPORTS").  The SEC
Reports did not, at the time they were filed,  contain any untrue statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

     (g)  Each  of  the  financial  statements  (including  the  notes  thereto)
contained in the SEC Reports were prepared in accordance with generally accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
involved  (except as may be indicated in the notes  thereto) and fairly  present
the  consolidated  financial  position of Amtran at the respective dates thereof
and the  consolidated  results of its  operations and cash flows for the periods
indicated,  except that the unaudited interim financial  statements were subject
to  normal  year-end  adjustments  which  were  not and are not  expected  to be
material in amount.

     (h) Amtran owns beneficially and of record all of the capital stock of ATA.

     3. REPRESENTATIONS AND WARRANTIES OF ILFC. ILFC represents and warrants to,
and agrees with Amtran that as of the date hereof:

                  (a)  ILFC  has  been  duly  incorporated  and  is an  existing
         corporation in good standing under the laws of the State of California,
         with power and authority  (corporate  and other) to own its  properties
         and conduct its business as presently conducted.

                  (b) This  Agreement  has been duly  authorized,  executed  and
         delivered  by ILFC and is  enforceable  in  accordance  with its  terms
         (subject to applicable bankruptcy, receivership, insolvency, fraudulent
         transfer, reorganization, moratorium or other laws affecting creditors'
         rights generally from time to time in effect).

                  (c) ILFC  understands that neither the Preferred Stock nor the
         Common Stock issuable upon conversion thereof has been registered under
         the Securities Act. ILFC also  understands  that the Preferred Stock is
         being  offered and sold  pursuant  to an  exemption  from  registration
         contained   in  the   Securities   Act  based  in  part   upon   ILFC's
         representations contained in this Agreement.

                  (d) ILFC represents  that it is an accredited  investor within
         the meaning of Regulation D under the Securities Act.

                  (e) ILFC is acquiring  the shares of  Preferred  Stock for its
         own  account  for  investment  only,  and not with a view  towards  any
         distribution   thereof  that  would  require   registration  under  the
         Securities Act, subject to Section 7 hereof.

                  (f) ILFC  represents  that it has  substantial  experience  in
         evaluating  and  investing  in  private   placement   transactions   of
         securities  in  companies  similar  to Amtran so that it is  capable of
         evaluating  the  merits  and risks of its  investment  in Amtran and by
         reason of its management's  business and financial  experience,  it has
         the  capacity  to protect  its own  interests  in  connection  with the
         transactions  contemplated in this Agreement.  ILFC understands that it
         must bear the economic risk of this investment  indefinitely unless the
         Preferred  Stock or any underlying  Common Stock issued upon conversion
         thereof are registered  pursuant to the Securities Act, or an exemption
         from  registration is available.  ILFC also understands that Amtran has
         no  present  intention  of  registering  the  Preferred  Stock  or  the
         underlying  Common  Stock  except  as it  may be  required  to do so in
         accordance  with  Section  7. ILFC also  understands  that  there is no
         assurance that any exemption from registration under the Securities Act
         will be available and that,  even if available,  such exemption may not
         allow ILFC to transfer all or any portion of the Preferred Stock or any
         Common Stock issued upon conversion thereof under the circumstances, in
         the  amounts or at the times ILFC might  propose.  ILFC  agrees it will
         make no transfer of the Preferred Stock or any Common Stock issued upon
         conversion  thereof that is in violation of the  Securities  Act or any
         state securities law or regulation.

                  (g) ILFC  acknowledges that Amtran has provided to it, or made
         available for its inspection, all information requested by it. ILFC has
         had  an  opportunity  to  discuss  Amtran's  business,  management  and
         financial affairs with directors, officers and management of Amtran and
         has had the opportunity to review  Amtran's  operations and facilities.
         ILFC has also  had the  opportunity  to ask  questions  of and  receive
         answers  from,  Amtran  and its  management  regarding  the  terms  and
         conditions of this investment.

                  (h) ILFC  acknowledges and agrees that the Preferred Stock and
         the Common Stock will contain a restrictive legend substantially to the
         following effect:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
                  BY THE HOLDER  SOLELY FOR ITS OWN  ACCOUNT  FOR THE PURPOSE OF
                  INVESTMENT  AND NOT WITH A VIEW TO OR FOR  SALE IN  CONNECTION
                  WITH ANY  DISTRIBUTION  THEREOF IN VIOLATION OF THE SECURITIES
                  ACT OF 1933,  AS AMENDED (THE  "ACT"),  AND  APPLICABLE  STATE
                  SECURITIES  LAWS.  THESE  SECURITIES  HAVE NOT BEEN REGISTERED
                  UNDER THE ACT OR APPLICABLE  STATE SECURITIES LAWS AND, UNLESS
                  REGISTERED,  MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO
                  AN EXEMPTION THEREFROM."

                  (i) ILFC  acknowledges and agrees that the Preferred Stock and
         the Common Stock will also contain a restrictive  legend  substantially
         to the following effect:

                  "These  securities  are  subject  to a Purchase  and  Investor
                  Rights  Agreement  dated as of  September  19,  2000,  between
                  Amtran,  Inc. and International  Lease Finance Corporation and
                  may not be transferred  except in accordance with the terms of
                  such Agreement."

                  4. OTHER AGREEMENTS OF THE PARTIES. Amtran and ILFC agree that
the  Preferred  Stock will rank with  respect to the  payment of  dividends  and
distributions upon any liquidation of Amtran,  equally with any series of Series
A Preferred  Stock (as defined in Annex A). ILFC agrees that the Preferred Stock
as an equity security will rank junior to all indebtedness and other liabilities
due to Amtran's general creditors.  ILFC acknowledges that Amtran's Common Stock
trades on the NASDAQ National Market ("NASDAQ") under the symbol "AMTR" and that
Amtran  does not intend to apply for the listing of the  Preferred  Stock on any
securities exchange.

                  5. PROHIBITIONS ON TRANSFER;  AMTRAN'S RIGHT OF FIRST REFUSAL.
(a) ILFC shall not be permitted to transfer any shares of Preferred Stock except
in  accordance  with the  provisions  of this  Section  5.  Notwithstanding  the
foregoing,  at any time, ILFC may transfer the shares of Preferred Stock held by
it to an affiliate  thereof that expressly  agrees in writing to be bound by the
terms of this  Agreement;  PROVIDED,  that ILFC shall not be  released  from its
obligations  under  the  Leases  or any  other  obligations  set  forth  in this
Agreement.   For  purposes  of  this  Section   "affiliate"   means  any  person
controlling, controlled by or under common control with ILFC.

                  (b) If ILFC  receives  from any party other than an  affiliate
         of, or person acting in concert with,  ILFC (a "THIRD PARTY  OFFEROR"),
         an offer to purchase any shares of Preferred Stock held by it (a "THIRD
         PARTY OFFER"), prior to transferring any such shares of Preferred Stock
         to such Third Party  Offeror,  ILFC must first provide notice to Amtran
         (the  "OFFER  NOTICE")  of such  Third  Party  Offer  setting  forth in
         reasonable detail:

         (A)      the name of the Third Party Offeror;

         (B)      the number of shares of Preferred  Stock  subject to the Third
                  Party Offer and the prospective purchase price for such shares
                  of Preferred Stock;
         (C)      the type of consideration  offered, if all or a portion of the
                  consideration will be paid other than in cash and the relative
                  proportions of such consideration; and

         (D) all other material terms and conditions of the Third Party Offer.

                  (c)  The   delivery  of  the  Offer  Notice  to  Amtran  shall
         constitute  ILFC's  offer to sell to  Amtran  the  number  of shares of
         Preferred  Stock set forth in the Offer Notice upon the terms set forth
         therein.  Amtran shall have 20 days after  delivery of the Offer Notice
         (the "OFFER PERIOD") to accept the offer set forth therein on the terms
         and  conditions  set forth in the  Offer  Notice  (the  "RIGHT OF FIRST
         Refusal").  If the Offer Notice  provides  that all or a portion of the
         consideration  shall consist of any debt  obligation of the Third Party
         Offeror or any affiliate thereof, Amtran shall be entitled to provide a
         note for the equivalent  portion of the non-cash  consideration  on the
         same  terms  as  the  debt   obligation   included   in  the   non-cash
         consideration  described in the Third Party Offer.  If the Offer Notice
         provides  that all or a portion  of the  consideration  shall be in the
         form of  non-cash  consideration  other than a debt  obligation  of the
         Third  Party  Offeror  or an  affiliate  thereof  (in  which  case  the
         provisions of the previous  sentence shall apply to such portion of the
         non-cash consideration  consisting of a debt obligation),  Amtran shall
         pay cash for such  non-cash  portion  of the  consideration  (the "CASH
         EQUIVALENT  AMOUNT").  The Cash Equivalent  Amount shall equal the fair
         market  value  of  such  non-cash  consideration  as  determined  by an
         independent  third  party  mutually  selected  by Amtran and ILFC.  The
         determination of the fair market value of the Cash Equivalent Amount by
         the independent  third party shall be conclusive for all purposes under
         this Section 5.

                  (d) To accept the offer,  Amtran shall  deliver to ILFC within
         the Offer  Period a notice  indicating  its  agreement to the terms set
         forth  in the  Offer  Notice.  Upon  delivery,  such  acceptance  shall
         constitute a binding commitment of Amtran to purchase all the shares of
         Preferred  Stock that were the subject of the Offer  Notice.  If Amtran
         accepts  the offer and elects to exercise  its Right of First  Refusal,
         the  closing for the  purchase of the shares  shall occur not less than
         five nor more than 15 business days  following the date on which Amtran
         accepts the offer  pursuant to the  provisions  of this  Section 5. For
         purposes of this  Agreement  "business  day" shall mean any day that is
         not a Saturday or Sunday or other day on which banking  institutions in
         the city of New  York or the city of  Indianapolis  are  authorized  or
         required by law or executive order to close.

                  (e) If no  acceptance  is given by Amtran or Amtran  gives the
         acceptance  and fails to purchase the  Preferred  Stock  covered by the
         Offer Notice, then ILFC may sell such shares to the Third Party Offeror
         identified  in the  Offer  Notice  upon  terms and  conditions  no more
         favorable to the Third Party Offeror than those set forth in such Offer
         Notice.  Such  sale to the Third  Party  Offeror  shall be  consummated
         within 180 days from:

     (A) the  expiration  of the Offer  Period  (in the case no  acceptance  was
given), or

     (B) the  scheduled  closing  date for the  exercise  of the  Right of First
Refusal (in the case that  acceptance  of such offer was given,  but the closing
did not occur or Amtran  failed to purchase all the shares  subject to the Offer
Notice).

                  If at the end of such  180-day  period,  ILFC  shall  not have
completed  the  transfer  to the Third  Party  Offeror,  ILFC shall no longer be
permitted  to sell the shares of  Preferred  Stock that were the  subject of the
Offer Notice  without again fully  complying with the provisions of this Section
5.

                  6.  REMOVAL OF  RESTRICTIVE  LEGENDS.  All shares of Preferred
Stock and Common Stock shall be issued with the restrictive legends set forth in
Section  3(h) and 3(i) unless and until such  legends are removed in  accordance
with the  provisions  of this  Section 6. Amtran shall not be required to issue,
nor shall it be required to instruct any transfer agent for the Preferred  Stock
to  authenticate,  any shares of  Preferred  Stock or Common  Stock  without the
legend set forth in Section 3(h) unless it shall have received an opinion of its
counsel reasonably  satisfactory to it that such legend is no longer required by
the applicable provisions of the Securities Act. Amtran shall not be required to
issue, nor shall it be required to instruct any transfer agent for the Preferred
Stock or Common Stock to  authenticate,  any shares of Preferred Stock or Common
Stock  without  the  legend  set forth in  Section  3(i)  unless  the  shares of
Preferred  Stock or Common Stock shall no longer be subject to the terms of this
Agreement.

                  7.  PIGGYBACK REGISTRATION RIGHTS.
                      ------------------------------

                  (a) If  Amtran at any time  proposes  to  register  any of its
equity  securities  under the  Securities  Act for  purposes  of  conducting  an
underwritten public offering for cash (other than a registration (i) on Form S-8
or S-4 or any successor or similar  forms,  (ii)  relating to equity  securities
issuable  upon  exercise of employee  stock  options or in  connection  with any
employee  benefit or  similar  plan of Amtran,  or (iii) in  connection  with an
acquisition  by Amtran of  another  company),  in a manner  which  would  permit
registration of Registrable Securities (as defined below) for sale to the public
under the Securities Act, it shall each such time give written notice to ILFC of
its  intention  to do so and of ILFC's  rights  under this Section 7 at least 30
days prior to the anticipated filing date of the registration statement relating
to such registration. Such notice shall offer ILFC the opportunity to include in
such  registration  statement such number of Registrable  Securities as ILFC may
request,  subject to the provisions of Section 7(b). Upon the written request of
ILFC made within ten days after the receipt of Amtran's  notice  (which  request
shall specify the number of  Registrable  Securities  ILFC intends to include in
the  registration  statement),  Amtran  shall use its best efforts to effect the
registration under the Securities Act of all such Registrable Securities, to the
extent  required to permit the  disposition  (in  accordance  with such intended
methods  thereof) of the  Registrable  Securities so to be registered;  PROVIDED
ILFC must sell its Registrable Securities to the underwriters selected by Amtran
on the same  terms  and  conditions  as apply to  Amtran.  Amtran  shall pay all
Registration Expenses (as defined below) in connection with each registration of
Registrable   Securities  requested  pursuant  to  this  Section  7.  If  Amtran
determines not to file such  registration  statement or to withdraw it or not to
consummate such offering for any reason,  Amtran may do so in its own discretion
without any liability hereunder.

                  (b)  PRIORITY  IN  PIGGYBACK  REGISTRATIONS.  If the  managing
underwriter  of the offering  advises Amtran that, in its good faith view (based
primarily upon  prevailing  market  conditions),  the number of shares of Common
Stock (including all Registrable  Securities)  which Amtran,  ILFC and any other
persons  intend to include in such  registration  exceeds the largest  number of
securities  which can be sold without having an adverse effect on such offering,
including the price at which such  securities  can be sold,  Amtran will include
securities in such  registration in the following  order:  (i) first, all Common
Stock to be sold for  Amtran's  own  account,  (ii)  second,  all  Common  Stock
requested to be included in such registration by J. George Mikelsons (other than
pursuant  to a  demand  registration  right  held  by  him),  (iii)  third,  all
Registrable  Securities  requested to be included in such  registration  by ILFC
pursuant to Section 7(a) and (iv) fourth, any other securities.

                  (c)  REGISTRATION  PROCEDURES.   If  and  whenever  Amtran  is
required  to use its best  efforts  to effect or cause the  registration  of any
Registrable  Securities  under the  Securities  Act as provided in this Section,
Amtran shall, as expeditiously as possible:

     (A)  prepare  and file  with the  United  States  Securities  and  Exchange
Commission  (the  "COMMISSION")  a registration  statement on any form for which
Amtran then  qualifies or which counsel for Amtran shall deem  appropriate,  and
which form shall be  available  for the sale of the  Registrable  Securities  in
accordance with the intended methods of distribution  thereof,  and use its best
efforts to cause such  registration  statement  to become and remain  effective;
PROVIDED that Amtran may  discontinue  any  registration  as provided in Section
7(a);

     (B) prepare and file with the Commission such amendments and supplements to
such registration  statement and the prospectus used in connection  therewith as
may be necessary to keep such registration  statement  effective and comply with
the  provisions of the  Securities  Act with respect to the  disposition  of all
securities  covered  by  such  registration  statement  during  such  period  in
accordance  with the intended  methods of disposition by the sellers thereof set
forth in such  registration  statement;  PROVIDED  that  before  filing with the
Commission  a  registration   statement  or  prospectus  or  any  amendments  or
supplements  thereto,  including  documents  incorporated by reference after the
initial filing of any  registration  statement,  Amtran shall (i) furnish to the
underwriters  and to one counsel  selected by ILFC copies of all such  documents
proposed  to be filed,  which  documents  shall be  subject to the review of the
underwriters and such counsel,  and (ii) notify ILFC of any stop order issued or
threatened by the Commission and take all reasonable actions required to prevent
the entry of such stop order or to remove it if entered;

     (C) furnish,  without charge,  to ILFC and each  underwriter such number of
copies of the  registration  statement,  each amendment and  supplement  thereto
(including  all  exhibits  thereto),   and  the  prospectus   included  in  such
registration  statement (including each preliminary  prospectus),  in conformity
with the  requirements  of the Securities  Act, and such other documents as ILFC
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by ILFC;

     (D) use its best efforts to register or qualify such Registrable Securities
under such other securities or blue sky laws of such  jurisdictions as ILFC, and
the  underwriters  reasonably  requests and do any and all other acts and things
which  may be  reasonably  necessary  or,  advisable  to  enable  ILFC  and each
underwriter  to  consummate  the  disposition  in  such   jurisdictions  of  the
Registrable  Securities;  PROVIDED  that  Amtran  shall not be  required  to (i)
qualify  generally  to do  business  in any  jurisdiction  where  it  would  not
otherwise be required to qualify but for this paragraph (D), (ii) subject itself
to  taxation in any such  jurisdiction  or (iii)  consent to general  service of
process in any such jurisdiction;

     (E) use its  reasonable  best efforts to cause the  Registrable  Securities
covered by such registration statement to be registered with or approved by such
other governmental  agencies or authorities as may be necessary by virtue of the
business and operations of Amtran to enable ILFC to consummate  the  disposition
of such Registrable Securities;

     (F) immediately notify the managing underwriter and ILFC at any time when a
prospectus relating thereto is required to be delivered under the Securities Act
of the  happening of any event which comes to Amtran's  attention if as a result
of such event the prospectus included in such registration statement contains an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements  therein not misleading
and Amtran shall promptly  prepare and furnish to ILFC a supplement or amendment
to such  prospectus so that, as thereafter  delivered to the  purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the  statements  therein not  misleading;  (G) use its best
efforts  to cause all such  Registrable  Securities  to be listed on a  national
securities  exchange and on each securities exchange on which similar securities
issued by Amtran  are then  listed,  and enter  into such  customary  agreements
including a listing application and indemnification  agreement in customary form
(PROVIDED  that the  applicable  listing  requirements  are  satisfied),  and to
provide a transfer agent and registrar for such Registrable  Securities  covered
by  such  registration  statement  no  later  than  the  effective  date of such
registration statement;

     (H)  enter  into  such  customary  agreements  (including  an  underwriting
agreement  in  customary  form) and take all such  other  actions as ILFC or the
underwriters   reasonably  request  in  order  to  expedite  or  facilitate  the
disposition of such Registrable Securities, including customary indemnification;

     (I) make available for inspection by ILFC, any underwriter participating in
any  disposition  pursuant to such  registration  statement,  and any  attorney,
accountant or other agent  retained by ILFC or  underwriter  (collectively,  the
"INSPECTORS"),  all financial and other records,  pertinent  corporate documents
and properties of Amtran and its subsidiaries (collectively, "RECORDS"), if any,
as shall be reasonably  necessary to enable them to exercise their due diligence
responsibility, and cause Amtran's and its subsidiaries' officers, directors and
employees  to supply all  information  and respond to all  inquiries  reasonably
requested by any such Inspector in connection with such registration  statement.
Notwithstanding  the foregoing,  Amtran shall have no obligation to disclose any
Records to the Inspectors in the event Amtran determines that such disclosure is
reasonably  likely to have an adverse  effect on Amtran's  ability to assert the
existence of an attorney-client privilege with respect thereto;

     (J) use its best efforts to obtain a "cold  comfort"  letter from  Amtran's
independent  public  accountants  in customary form and covering such matters of
the type customarily covered by "cold comfort" letters; and

     (K) use its  reasonable  best  efforts to obtain an opinion of counsel from
Amtran's  counsel  in  customary  form and  covering  such  matters  of the type
customarily covered in opinions of counsel in connection with such transactions.

     (d)  INDEMNIFICATION  BY AMTRAN IN CONNECTION WITH REGISTRATION  RIGHTS. In
the event of any  registration  of any Registrable  Securities  pursuant to this
Section,  Amtran shall, and it hereby does, indemnify and hold harmless,  to the
fullest  extent  permitted by law,  ILFC,  its directors  and officers,  general
partners,  limited  partners  and  managing  directors,  each  other  person who
participates  as an underwriter  in the offering or sale of such  securities and
each other  person,  if any, who  controls,  is controlled by or is under common
control with ILFC or any such  underwriter  within the meaning of the Securities
Act  (and  directors,  officers,  controlling  persons,  partners  and  managing
directors of any of the foregoing),  against any and all losses, claims, damages
or liabilities,  joint or several,  and expenses  (including any amounts paid in
any  settlement  effected  with  Amtran's  consent,  which  consent shall not be
unreasonably withheld) to which ILFC, any such director or officer or general or
limited  partner or managing  director or any such  underwriter  or  controlling
person may become subject under the Securities Act, state securities or blue sky
laws,  common law or  otherwise,  insofar  as such  losses,  claims,  damages or
liabilities (or actions or proceedings in respect thereof) or expenses arise out
of or are based upon (i) any untrue statement or alleged untrue statement of any
material  fact  contained  in  any  registration   statement  under  which  such
securities  were  registered  under the  Securities  Act, on the effective  date
thereof, any preliminary, final or summary prospectus contained, therein, or any
amendment or supplement thereto,  (ii) any omission or alleged omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein  not  misleading,  or (iii) any  violation  by Amtran of any
federal,  state or  common  law rule or  regulation  applicable  to  Amtran  and
relating to action required of or inaction by Amtran in connection with any such
registration,  and Amtran shall reimburse ILFC and each such director,  officer,
general  partner,   limited  partner,   managing  director  or  underwriter  and
controlling  person for any legal or any other expenses  reasonably  incurred by
them in connection with investigating or defending such loss, claim,  liability,
action or proceeding  as such expenses are incurred;  PROVIDED that Amtran shall
not be liable in any such case to ILFC to the extent that any such loss,  claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based solely upon any untrue  statement or alleged untrue statement
or omission or alleged omission made in such registration statement or amendment
or supplement thereto or in any such preliminary, final or summary prospectus in
each case in reliance upon and in conformity with written information  furnished
to Amtran  through an  instrument  duly  executed by ILFC or any such  director,
officer,   general  or  limited  partner,   managing   director  or  underwriter
specifically  stating  that  it is  for  use in the  preparation  thereof.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on  behalf  of ILFC,  the  underwriters  or any of  their  respective
directors,   officers,  general  or  limited  partners,  managing  directors  or
controlling persons and shall survive the transfer of such securities by ILFC.

                  Notwithstanding  the  foregoing  provisions of this Section 7,
Amtran  shall  not  be  liable  to  ILFC,  any  person  who  participates  as an
underwriter in the offering or sale of such Registrable  Securities or any other
person, if any, who controls ILFC or any underwriter  (within the meaning of the
Securities  Act),  under the indemnity  agreement in this Section 7 for any such
losses, claims, damages, liabilities or expenses that arise out of ILFC or other
person's  failure to send or give a copy of the final  prospectus  to the person
asserting an untrue statement or alleged untrue statement or omission or alleged
omission at or prior to the written  confirmation  of the sale or the Securities
to such  person if such  statement  or  omission  was  corrected  in such  final
prospectus and Amtran has previously furnished copies thereof in accordance with
this Agreement.

                  (e)  INDEMNIFICATION  BY ILFC  AND  UNDERWRITERS.  Amtran  may
require,  as  a  condition  to  including  any  Registrable  Securities  in  any
registration  statement filed in accordance with this Section, that Amtran shall
have  received an  undertaking  reasonably  satisfactory  to it from ILFC or any
underwriter,  to indemnify and hold harmless (in the same manner and to the same
extent  as set  forth in  Section  7(d))  Amtran  and its  directors,  officers,
controlling  persons  and all other  prospective  sellers  and their  respective
directors, officers, general and limited partners, managing directors, and their
respective  controlling  persons  with  respect  to  any  statement  or  alleged
statement in or omission or alleged omission from such  registration  statement,
any preliminary, final or summary prospectus contained therein, or any amendment
or supplement,  if in each case such statement or alleged  statement or omission
or alleged  omission was made in reliance  upon and in  conformity  with written
information  furnished to Amtran or its  representatives  through an  instrument
duly  executed  by or on  behalf  of ILFC or  underwriter,  as the  case may be,
specifically  stating that it is for use in the preparation of such registration
statement,  preliminary, final or summary prospectus or amendment or supplement,
or a  document  incorporated  by  reference  into  any  of the  foregoing.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made  by or on  behalf  of  Amtran,  underwriters  or  any of  their  respective
directors,   officers,  general  or  limited  partners,  managing  directors  or
controlling  persons and shall survive the transfer of such  securities by ILFC;
PROVIDED that ILFC shall not be liable  hereunder for any amounts  exceeding the
product  of the  purchase  price  per  Registrable  Security  and the  number of
Registrable  Securities  being sold pursuant to such  registration  statement or
prospectus by ILFC.

                  (f)  NOTICES  OF CLAIMS,  ETC.  Promptly  after  receipt by an
indemnified  party hereunder of written notice of the commencement of any action
or  proceeding  with  respect to which a claim for  indemnification  may be made
pursuant to  paragraphs  (d) and (e) of this Section 7, such  indemnified  party
shall,  if a claim in  respect  thereof is to be made  against  an  indemnifying
party,   promptly  give  written  notice  to  the  indemnifying   party  of  the
commencement of such action;  PROVIDED that the failure of any indemnified party
to give notice as provided  herein shall not relieve the  indemnifying  party of
its obligations under the preceding paragraphs (d) and (e), except to the extent
that the indemnifying party is actually materially prejudiced by such failure to
give notice.  In case any such action is brought  against an indemnified  party,
unless in such indemnified  party's  reasonable  judgment a conflict of interest
between such indemnified and  indemnifying  parties may exist in respect of such
claim, the  indemnifying  party shall be entitled to participate in and, jointly
with any other  indemnifying  party  similarly  notified,  to assume the defense
thereof, to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified  party,  and after notice from the  indemnifying  party to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party shall not be liable to such indemnified  party for any legal
or other  expenses  subsequently  incurred by the latter in connection  with the
defense  thereof,  unless in such  indemnified  party's  reasonable  judgment  a
conflict of interest between such indemnified and indemnifying parties arises in
respect of such claim  after the  assumption  of the  defense  thereof,  and the
indemnifying party shall not be subject to any liability for any settlement made
without its consent  (which  consent  shall not be  unreasonably  withhold).  No
indemnifying  party  shall  consent to entry of any  judgment  or enter into any
settlement which does not include as an unconditional term thereof the giving by
the  claimant  or  plaintiff  to such  indemnified  party of a release  from all
liability in respect to such claim or litigation.  An indemnifying  party who is
not  entitled  to, or elects not to,  assume the defense of a claim shall not be
obligated  to pay the fees and  expenses  of more than one counsel in any single
jurisdiction for all parties indemnified by such indemnifying party with respect
to such claim,  unless in the  reasonable  judgment of any  indemnified  party a
conflict of interest may exist between such  indemnified  party and any other of
such  indemnified  parties  with  respect  to such  claim,  in which  event  the
indemnifying  party  shall be  obligated  to pay the fees and  expenses  of such
additional counsel or counsels as may be reasonably  necessary.  Notwithstanding
anything to the  contrary  set forth  herein,  and without  limiting  any of the
rights set forth  above,  in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim.

                  (g) OTHER  INDEMNIFICATION.  Indemnification  similar  to that
specified  in the  preceding  paragraphs  (d),  (e)  and (f)  (with  appropriate
modifications)  shall be given by Amtran and ILFC with  respect to any  required
registration or other qualification of securities under any Federal or state law
or regulation or governmental authority other than the Securities Act.

                  (h) TRANSFER OF REGISTRABLE  SECURITIES.  Upon the transfer of
any Registrable  Securities by ILFC, any transferee  thereof that holds at least
30% of the number of shares of  Preferred  Stock (as may be  adjusted  for stock
splits,  consolidations  or  similar  transactions)  originally  issued  to ILFC
pursuant to the terms of this  Agreement  shall have all the same rights as ILFC
under  this  Section 7 and all  references  in this  Section 7 to ILFC  shall be
deemed to also refer to such transferee of Registrable Securities.  For purposes
of this Section 7(h),  Registrable  Securities held by affiliates of ILFC may be
aggregated  in  determining  whether  any  transferee  holds at least 30% of the
number of shares of Preferred Stock originally issued to ILFC.

     (i)  DEFINITIONS.  For purposes of this Section 7 the following terms shall
have the following meanings:

                  "REGISTRABLE   SECURITIES"   means   shares  of  Common  Stock
underlying  the  Preferred  Stock  beneficially  owned by ILFC;  PROVIDED that a
security shall cease to be a Registrable Security if and when (i) a registration
statement with respect to such security  becomes  effective under the Securities
Act and such security is  transferred  pursuant to such  effective  registration
statement,  (ii) such security is distributed to the public pursuant to Rule 144
(or any similar  provision then in force) under the  Securities  Act, (iii) such
security is otherwise  transferred,  if a new  certificate  or other evidence of
ownership for such security not bearing a legend  restricting  further  transfer
and not subject to any stop transfer order or other  restrictions on transfer is
delivered by the Company and  subsequent  disposition  of such security does not
require  registration or qualification of such security under the Securities Act
or (iv) such security ceases to be outstanding.

                  "REGISTRATION   EXPENSES"  means  all  expenses   incident  to
Amtran's  performance  of or  compliance  with  paragraph (a) of this Section 7,
including,  without limitation,  all Commission,  stock exchange, NASD and other
registration and filing fees and expenses,  fees and expenses of compliance with
securities or blue sky laws (including, without limitation,  reasonable fees and
disbursements  of counsel for the  underwriters and ILFC in connection with blue
sky  qualifications  of the  Registrable  Securities  and  determination  of the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  underwriters or ILFC may designate),  printing  expenses,
messenger and delivery  expenses,  the fees and expenses  incurred in connection
with the listing of the securities to be registered on each securities  exchange
or national market system on which such securities are to be so listed, fees and
disbursements  of counsel for the Company and one counsel retained in connection
with  each  such  registration  by ILFC  and all  independent  certified  public
accountants  (including  any  expenses of any special  audit and "cold  comfort"
letters required by or incident to such performance),  securities laws liability
insurance  (if the Company so desires) and the fees and  disbursements  of other
persons  retained by Amtran (but  excluding  discounts,  commissions  or fees of
underwriters,  selling brokers or similar  securities  industries  professionals
relating to the distribution of Registrable Securities or legal expenses (except
as otherwise provided above) of any person).

                  8. STANDSTILL AGREEMENT.  ILFC covenants and agrees that, from
the date hereof through the earlier of the fifteenth  anniversary of the initial
issuance of the Preferred Stock and the date on which ILFC no longer is a holder
of any Preferred  Stock,  it will not, and it will cause each of its  affiliates
which  it  controls  not  to,  singly  or  as  part  of a  partnership,  limited
partnership,  syndicate  or other  group (as those  terms are defined in Section
13(d)(3) of the Exchange Act, directly or indirectly (and for greater certainty,
including  any  circumstances  whereby  ILFC or any of its  affiliates  which it
controls acts in concert with any other person):

     (a) acquire,  offer to acquire, or agree to acquire,  by purchase,  gift or
otherwise,  any equity  securities of Amtran,  except pursuant to a stock split,
stock dividend, rights offering,  recapitalization,  reclassification or similar
transaction or pursuant to the terms of the Preferred Stock;

     (b) make, or in any way participate in any  "solicitation"  of "proxies" to
vote (as such terms are defined in Rule 14a-1 under the Exchange  Act),  solicit
any consent or  communicate  with or seek to advise or  influence  any person or
entity with respect to the voting of any equity securities of Amtran or become a
"participant"  in any  "election  contest" (as such terms are defined or used in
Rule  14a-11  under the  Exchange  Act) with  respect to  Amtran,  except in the
capacity as a director of Amtran,  PROVIDED  that the director does not directly
or indirectly  propose the matter or solicit other  directors to propose or vote
in favor of the matter;

     (c) form,  join,  encourage or in any way  participate in the formation of,
any  "person"  within the meaning of Section  13(d)(3) of the  Exchange Act with
respect to any equity securities of Amtran;

     (d) deposit any equity  securities of Amtran into a voting trust or subject
any such  equity  securities  of Amtran to any  arrangement  or  agreement  with
respect to the voting thereof;

     (e) initiate, propose or otherwise solicit stockholders for the approval of
one or more  stockholder  proposals  with respect to Amtran as described in Rule
14a-8 under the Exchange Act, or induce or attempt to induce any other person to
initiate any stockholder proposal;

     (f) seek  election  to or seek to place a  representative  on the  Board of
Directors of Amtran or,  except with the approval of the  management  of Amtran,
seek the removal of any member of the Board of  Directors  of Amtran,  except as
provided pursuant to the terms of the Preferred Stock;

     (g) except with the approval of management of Amtran,  call or seek to have
called any meeting of the stockholders of Amtran;

     (h) otherwise act to seek to control,  disrupt or influence the management,
business, operations, policies or affairs of Amtran;

     (i)(A) solicit,  seek to effect,  negotiate with or provide any information
to any other person with respect to, (B) make any statement or proposal, whether
written or oral,  to the Board of Directors of Amtran or any director or officer
of Amtran with  respect to, or (C)  otherwise  make any public  announcement  or
proposal   whatsoever  with  respect  to,  any  form  of  business   combination
transaction involving Amtran, including,  without limitation, a merger, exchange
offer, or liquidation of Amtran's assets, or any restructuring, recapitalization
or similar transaction with respect to Amtran;

     (j) seek to have  Amtran  waive,  amend  or  modify  any of the  provisions
contained in this Section 8;

     (k) disclose or announce any intention,  plan or  arrangement  inconsistent
with the foregoing; or

     (l) advise, assist, instigate or encourage any third party to do any of the
foregoing.

                  The parties hereto hereby confirm that nothing in this Section
8 will prohibit a director from  discharging any fiduciary  obligation he or she
may have under Indiana law.

                  If ILFC or any of its  affiliates  which it  controls  owns or
acquires  any equity  securities  of Amtran in violation of this Section 8, such
equity  securities of Amtran shall immediately be disposed of to persons who are
not  affiliates  of ILFC and only in  compliance  with  the  provisions  of this
Agreement;  PROVIDED that Amtran may also pursue any other  available  remedy to
which it may be entitled as a result of such violation.

     9. NOTICES. All communications hereunder will be in writing and, if sent to
Amtran will be mailed, delivered or sent via facsimile and confirmed to American
Trans  Air,  Inc.,  7337  West  Washington  Street,  Indianapolis  International
Airport,  Indianapolis,  Indiana 46231,  Facsimile:  (317) 240-7091,  Attention:
General  Counsel,  or, if sent to ILFC,  will be mailed,  delivered  or sent via
facsimile and confirmed to it at International Lease Finance  Corporation,  1999
Avenue of the Stars, 39th Floor, Los Angeles, California 90067, Facsimile: (310)
788-1990, Attention: Legal Department.

     10. SUCCESSORS.  This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective  successors and permitted  assigns,
and no other person will have any right or obligation hereunder.

     11.  SEVERABILITY.  If any  provision of this  Agreement  is held  illegal,
invalid or unenforceable,  such illegality, invalidity or unenforceability shall
attach  only to such  provision  and  shall not in any  manner  affect or render
illegal,  invalid or  unenforceable  any other provision of this Agreement,  and
this  Agreement  shall  be  carried  out  as if any  such  illegal,  invalid  or
unenforceable provision were not contained herein.

     12.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be  deemed to be an  original,  but all such
counterparts shall together constitute one and the same Agreement.

     13.  APPLICABLE  LAW. This Agreement shall be governed by, and construed in
accordance  with, the laws of the State of New York without regard to principles
of conflicts of laws.

                  Amtran hereby submits to the nonexclusive  jurisdiction of the
Federal and state  courts in the Borough of Manhattan in The City of New York in
any suit or  proceeding  arising  out of or relating  to this  Agreement  or the
transactions contemplated hereby.

                  If the foregoing is in accordance with your  understanding  of
our  agreement,  kindly  sign and return to us one of the  counterparts  hereof,
whereupon it will become a binding agreement in accordance with its terms.


                                            AMTRAN, INC.

                                            by
--------------------
                                      Name:
                                     Title:





                           INTERNATIONAL LEASE FINANCE
                                   CORPORATION

                                            by
--------------------
                                      Name:
                                     Title:


<PAGE>







     ANNEX A Certificate of Amendment to Amtran's  Certificate of  Incorporation
Setting Forth the Terms of the Preferred Stock