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                                        ,   2000
                     ------------------------------


American Trans Air, Inc.                               THE BOEING COMPANY




By                                             By
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Its                                            Its              ATTORNEY-IN-FACT
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