EXECUTION COPY




     PURCHASE  AND  INVESTOR  RIGHTS  AGREEMENT  dated as of December  13, 2000,
between  AMTRAN,  INC., an Indiana  corporation  ("Amtran")  and BOEING  CAPITAL
CORPORATION ("BCC"), a Delaware corporation.

                  WHEREAS,  on May 4, 2000,  Amtran's  wholly owned  subsidiary,
American  Trans Air,  Inc.  ("ATA"),  and BCC entered into a binding  commitment
letter (the "Commitment Letter") whereby BCC agreed to provide certain financing
to ATA (the "Financing Arrangements") in connection with the sale of aircraft by
The Boeing Company to ATA;

                  WHEREAS,  pursuant  to the  Commitment  Letter,  BCC  and  ATA
agreed, among other things, that in connection with the Financing  Arrangements,
Amtran may, at its option,  issue shares of Preferred Stock to BCC, the terms of
which are set forth in Annex A hereto (the "Preferred Stock"); and

                  WHEREAS,  the  shares of  Preferred  Stock to be issued to BCC
will be issued in series and may be issued in multiple series each of which will
have  identical  terms  other than the  Dividend  Rate (as  defined in Annex A),
redemption dates and related matters.

                  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 BCC up to an aggregate of 500 shares of Preferred Stock having
an aggregate amount payable upon liquidation (the "Liquidation Amount") of up to
$50 million.  The Preferred  Stock will have a per share  Liquidation  Amount of
$100,000 and will be issued in increments of $2 million in Liquidation Amount at
each  time of  delivery  of the  aircraft  as set  forth in  Schedule  I hereto;
provided,   however,  that  in  accordance  with  the  terms  of  the  Financing
Arrangements,  Amtran,  ATA and BCC have agreed that if prior to the delivery of
the first  aircraft,  ATA  pre-pays  the  deferred  portion of the  pre-delivery
payment with respect to the aircraft  equivalent to up to $50 million,  then BCC
shall  purchase  the number of shares of  Preferred  Stock  having an  aggregate
Liquidation  Amount  equal to the  amount  of such  pre-payment.  The  aggregate
Liquidation  Amount of the shares of Preferred Stock that BCC shall be obligated
to purchase  hereunder  in  connection  with the  delivery  of aircraft  and any
pre-payments  of the deferred  purchase price for such aircraft shall not exceed
$50 million.  Each delivery date of shares of Preferred Stock in accordance with
the terms of this Agreement is referred to herein as a "Closing Date".
                  If Amtran  elects to  deliver  Preferred  Stock at the time of
delivery of any aircraft,  Amtran shall  provide BCC with written  notice of its
intention  to do no later  than  three  business  days prior to the date of such
delivery.

                  Payment  of the  purchase  price for the  series of  Preferred
Stock to be issued on each  Closing  Date 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 time) (each a "Closing").

                  2.  Representations and Warranties of Amtran. At each Closing
 Amtran represents and warrants to, and agrees with BCC that:

     (a) Corporate  Organization.  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.  Each of Amtran's  subsidiaries  listed on
Schedule II hereto (each a "Material  Subsidiary"  and  together,  the "Material
Subsidiaries") has been duly incorporated and is an existing corporation in good
standing under the laws of its  jurisdiction  of  incorporation,  with power and
authority  (corporate  and other) to own its properties and conduct its business
as presently  conducted.  Amtran and each of its Material  Subsidiaries  is duly
qualified to do business as a foreign  corporation in good standing in all other
jurisdictions  in which its ownership or lease of property or the conduct of its
business requires such qualification except where the failure to be so qualified
would not have a material adverse effect on its business and properties.

                  (b) Corporate Power.  Amtran has all requisite corporate power
         and  authority to execute and deliver this  Agreement  and the Exchange
         Notes,   to  adopt  the  Articles  of  Amendment  to  the  Articles  of
         Incorporation substantially in the form attached hereto in Annex A (the
         "Series A Designation")  in respect of each series of Preferred  Stock,
         to issue and sell the Preferred Stock issuable hereunder,  to issue the
         Exchange  Notes issuable upon exchange of the Preferred  Stock,  and to
         carry  out and  perform  Amtran's  obligations  under the terms of this
         Agreement.

                  (c)  Authorization  of Preferred  Stock. At each Closing,  the
         series of  Preferred  Stock to be issued at such  Closing  will be duly
         authorized  by  Amtran  and when  issued  and  delivered  by  Amtran in
         accordance  with  the  terms  hereof  and  paid  for  pursuant  to this
         Agreement on the applicable Closing Date, will be validly issued, fully
         paid and  non-assessable  shares of  Preferred  Stock with no  personal
         liability attaching to the ownership thereof and will be free and clear
         of all liens, charges, restrictions, claims and encumbrances imposed by
         or through Amtran except as set forth in the Articles of Incorporation,
         as  amended,  the  Bylaws and this  Agreement.  The  issuance,  sale or
         delivery of the Preferred Stock is not subject to any preemptive  right
         of  stockholders  of Amtran or to any right of first  refusal  or other
         right in favor of any person.

                  (d) Authorization of Exchange Notes. The subordinated notes of
         Amtran,  the terms of which are set forth in Annex B hereto,  which may
         be issued in exchange for the Preferred  Stock in  accordance  with the
         terms of the Preferred  Stock (the  "Exchange  Notes"),  have been duly
         authorized  by Amtran and when and if issued,  executed,  authenticated
         and delivered,  will constitute legal,  valid and binding unsecured and
         subordinated obligations of Amtran enforceable in accordance with their
         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)  This  Agreement.  The  execution  and  delivery  of  this
         Agreement and the performance of the transactions  contemplated  hereby
         have been duly authorized and this Agreement has been duly 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).

                  (f)  Exempt  Securities.   Assuming  the  representations  and
         warranties  of BCC 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.

                  (g)  Subsidiaries.  Except  as set  forth in the  Schedule  of
         Exceptions,  Amtran owns,  either  directly or  indirectly,  all of the
         outstanding  shares of capital stock of the Material  Subsidiaries free
         and clear of any  claim,  lien or  encumbrance.  All of the  issued and
         outstanding  shares of capital stock of the Material  Subsidiaries  are
         validly issued,  fully paid and non-assessable.  Except as set forth in
         the  Schedule  of  Exceptions,  there  are  outstanding  no  securities
         convertible  into,  exchangeable for, or carrying the right to acquire,
         equity   securities   of   any  of  the   Material   Subsidiaries,   or
         subscriptions,  warrants,  options,  rights  or other  arrangements  or
         commitments  obligating any Material Subsidiary to issue or acquire any
         of its equity securities or any ownership interest therein.

     (h) Capitalization.  The authorized capital stock of Amtran consists of the
following:


                           (i)  30,000,000  shares of Common  Stock  without par
                  value (the "Common Stock"), 13,076,674 of which are issued and
                  outstanding as of the date hereof.

                           (ii) 10,000,000  shares of preferred  stock,  without
                  par value,  300 of which are outstanding as of the date hereof
                  (other  than the 500  shares of  Preferred  Stock to be issued
                  hereunder).

                           (iii)   Except  for  the   rights   granted  in  this
                  Agreement,  as of the date  hereof  there are  outstanding  no
                  subscriptions,    options,    calls,   warrants,    conversion
                  privileges,  preemptive  rights,  rights of first  refusal  or
                  other similar commitments or rights to which Amtran is a party
                  or by which  Amtran is bound,  with respect to the purchase or
                  other  acquisition  of  any  of the  authorized  but  unissued
                  capital  stock of Amtran  other  than the 1993,  1996 and 2000
                  Incentive  Stock Plans for Key Employees and the 300 shares of
                  previously   issued  preferred  stock  referenced  in  Section
                  2(h)(ii) above.

                  (i) No Breach.  The  execution  and delivery by Amtran of this
         Agreement  and  when  and  if  issued,  the  Exchange  Notes,  and  the
         consummation  by Amtran of the  transactions  contemplated  hereby  and
         thereby,  including but not limited to the offering,  issuance and sale
         of the Preferred Stock pursuant to this Agreement,  do not and will not
         (with or without due notice,  lapse of time, or both) (i) conflict with
         or result in a breach of any of the terms, conditions or provisions of,
         (ii)  constitute a default  under,  (iii) result in the creation of any
         lien,  security interest,  charge or encumbrance upon the capital stock
         or assets of Amtran or any of its  Material  Subsidiaries  pursuant to,
         (iv) give any third party the right to accelerate any obligation under,
         or terminate  any right of Amtran or any of its  Material  Subsidiaries
         under, (v) result in a violation of, or (vi) require any authorization,
         consent, qualification,  approval, exemption, filing or other action by
         or notice to any court or  administrative  or governmental  body or any
         other  person  or entity  (other  than (A) the  filing of the  Series A
         Designation  with the  Secretary  of State of the State of  Indiana  in
         respect of each series of Preferred  Stock to be issued and (B) filings
         pursuant to applicable  state  securities  laws and Regulation D of the
         Securities Act) pursuant to, any of (x) the Articles of  Incorporation,
         as  amended,  or  Bylaws  of  Amtran,  (y)  any  law,  statute,   rule,
         regulation,  instrument,  order,  judgment or decree to which Amtran or
         any of  its  Material  Subsidiaries,  or any  of  their  properties  is
         subject,  or  (z)  any  contract,  evidence  of  indebtedness,  permit,
         license, agreement or instrument to which Amtran or any of its Material
         Subsidiaries is a party or to which any of their properties is subject.

                  (j)  Financial  Information.   Amtran's  audited  consolidated
         balance  sheet for its  most-recent  fiscal year,  included in Amtran's
         most-recent  Annual  Report  on Form  10-K  filed  by  Amtran  with the
         Securities and Exchange Commission (the "Commission"),  and the related
         consolidated  statements  of  operations  and cash flows for the period
         then  ended,  have been  prepared  in  accordance  with GAAP and fairly
         present in all material respects the financial  condition of Amtran and
         its  consolidated  subsidiaries  as of such date and the results of its
         operations and cash flows for such period.

                  (k)  Absence of Certain  Changes.  Since  December  31,  1999,
         except as  disclosed  in the  Schedule  of  Exceptions  and in Amtran's
         Quarterly  Report on Form 10-Q for the three months ended September 30,
         2000 or any  Current  Report  on Form 8-K  filed  with  the  Commission
         subsequent  to March 30, 2000 and prior to the date of this  Agreement,
         there has not been any event or  condition  of any  character  that has
         had, or is likely to have, individually or together with any other such
         events or  conditions,  a  material  adverse  effect  on the  business,
         operations,   prospects,   liabilities,   capitalization  or  financial
         condition of Amtran and its  subsidiaries  taken as a whole or Amtran's
         ability to perform its obligations under this Agreement or, if and when
         issued, the Exchange Notes (a "Material Adverse Effect").

                  (l)  Disclosure.  As of their  respective  filing  dates,  all
         reports  filed by Amtran  (the  "Amtran  SEC  Documents")  pursuant  to
         Section 13 of the  Securities  Exchange  Act of 1934,  as amended  (the
         "Exchange   Act"),   complied  in  all  material   respects   with  the
         requirements  of the  Exchange  Act and 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 made therein,  in light of the circumstances  under
         which they were made, not misleading.

                  (m) Certified Air Carrier.  ATA is an "air carrier" within the
         meaning of the  Transportation  Code that is a  "citizen  of the United
         States" within the meaning of the Transportation  Code and holds both a
         certificate under Section 41102(a)(1) of the Transportation Code and an
         air carrier operating  certificate issued pursuant to Chapter 447 under
         the  Transportation  Code for aircraft  capable of carrying ten or more
         individuals  or 6,000  pounds or more of cargo.  "Transportation  Code"
         means  Subtitle VII of Title 49 of the United States Code, as in effect
         on the date  hereof  and as  modified  or  amended  thereafter,  or any
         successor  or  substituted  legislation  at the  titre  in  effect  and
         applicable.

                  (n)  Compliance  with Law.  Amtran is not in  violation of any
         term of its Articles of Incorporation,  as amended, or Bylaws or of the
         provisions of any mortgage, indenture, contract, agreement, instrument,
         certificate,   permit,  judgment,   decree,  order,  statute,  rule  or
         regulation to which it is subject and a violation of which could create
         a  Material  Adverse  Effect.  Amtran  has all  material  certificates,
         permits,  licenses and approvals,  necessary to conduct its business as
         currently conducted.

                  3.       Representations and Warranties of BCC.  At each
Closing BCC represents and warrants to and agrees with Amtran that:

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

                  (b) This Agreement.  This Agreement has been duly  authorized,
         executed and delivered by BCC 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) No  Breach.  The  execution  and  delivery  by BCC of this
         Agreement,  the  purchase of the  Exchange  Notes,  if issued,  and the
         consummation  by  BCC  of  the  transactions  contemplated  hereby  and
         thereby,  including  but not limited to the  purchase of the  Preferred
         Stock pursuant to this Agreement,  do not and will not (with or without
         due notice,  lapse of time,  or both) (i) conflict  with or result in a
         breach  of  any  of  the  terms,  conditions  or  provisions  of,  (ii)
         constitute  a default  under,  (iii) give any third  party the right to
         accelerate any obligation  under,  or terminate any right of BCC or any
         of its  subsidiaries  under,  (iv)  result  in a  violation  of, or (v)
         require any authorization, consent, qualification, approval, exemption,
         filing or other action by or notice to any court or  administrative  or
         governmental  body or any other  person or entity  (other than  filings
         pursuant to applicable  state  securities  laws and Regulation D of the
         Securities   Act)   pursuant  to,  any  of  (x)  the   Certificate   of
         Incorporation  of BCC,  as  amended,  or its  Bylaws  or (y)  any  law,
         statute,  rule,  regulation,  instrument,  order, judgment or decree to
         which BCC or any of its  subsidiaries,  or any of their  properties  is
         subject.

                  (d)  Exempt  Securities.  BCC  understands  that  neither  the
         Preferred  Stock nor the Exchange Notes has been  registered  under the
         Securities Act. BCC 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  BCC's  representations
         contained in this Agreement and that the Exchange Notes, if issued, may
         be issued in reliance upon the same exemption.

     (e) Accredited  Investor.  BCC represents that it is an accredited investor
within the meaning of Regulation D under the Securities Act.


     (f) No Distribution. BCC is acquiring the shares of Preferred Stock for its
own account for investment only, and not with a view towards their distribution.

                  (g)  Investment   Experience.   BCC  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.  BCC understands  that it
         must bear the economic risk of this investment  indefinitely unless the
         Preferred  Stock or any Exchange Notes issued in exchange  therefor are
         registered  pursuant  to  the  Securities  Act,  or an  exemption  from
         registration  is  available.  BCC also  understands  that Amtran has no
         present  intention of registering  the Preferred  Stock or any Exchange
         Notes issued in exchange  therefor.  BCC 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 BCC to transfer all or any portion of the Preferred  Stock or
         any Exchange Notes issued in exchange therefor under the circumstances,
         in the amounts or at the times BCC might propose.

                  (h) Information  Provided.  BCC  acknowledges  that Amtran has
         provided to it, or made available for its  inspection,  all information
         requested  by it.  BCC  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.  BCC 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.

     (i) Securities Act Legend.  BCC  acknowledges and agrees that the Preferred
Stock  will,  and  the  Exchange  Notes  may,   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."

     (j) Additional Legend. BCC acknowledges and agrees that the Preferred Stock
and the Exchange Notes 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  December  13,  2000,  between
                  Amtran,  Inc. and Boeing  Capital  Corporation  and may not be
                  transferred  except  in  accordance  with  the  terms  of such
                  Agreement."

                  4.  (A)  Conditions  to  Closing.  The  obligations  of BCC to
purchase the Preferred  Stock at each Closing are subject to the  fulfillment on
or prior to such Closing Date of the following conditions:

                  (a)    Representations    and    Warranties    Correct.    The
         representations and warranties made by Amtran in Section 3 hereof shall
         be true and  correct  as of such  Closing  Date with the same force and
         effect as if made on such date.

                  (b) Covenants.  All covenants and agreements contained in this
         Agreement  to be  performed  or complied  with by Amtran on or prior to
         such Closing Date shall have been performed or complied with.

                  (c)   Governmental    Authorizations,    etc.   All   material
         governmental  authorizations,  consents  or  approvals  required  to be
         obtained,  and all  governmental  filings  to be made by Amtran and its
         Material  Subsidiaries  in connection with the issuance and sale of the
         series of Preferred Stock to be issued on such Closing Date pursuant to
         this  Agreement  (other than any such  filings as shall be permitted by
         applicable  law to be made  post-Closing)  shall have been  obtained or
         made and shall be in full force and effect.

                  (d)  Series A  Designation.  Amtran  shall have filed with the
         Secretary of State of the State of Indiana Articles of Amendment to the
         Articles of  Incorporation  in respect of the series of Preferred Stock
         to be  issued on such  Closing  Date  substantially  in the form of the
         Series A  Designation  and the same  shall be  effective.  The  initial
         Articles of Amendment to the Articles of  Incorporation  filed pursuant
         to  this  Agreement  shall  create  Series  A1  Preferred  Stock.  Each
         subsequent   filing  of  Articles  of  Amendment  to  the  Articles  of
         Incorporation  filed pursuant to this Agreement shall create a separate
         series of  Preferred  Stock  which shall be  numbered  successively  as
         Series A2 Preferred Stock, Series A3 Preferred Stock and so on.

                  (e) Good Standing  Certificates.  Each of Amtran and ATA shall
         have  delivered  to  BCC  certificates  dated  as of  the  most  recent
         practicable  date prior to such Closing Date issued by the  Secretaries
         of State of their respective States of incorporation to the effect that
         Amtran and ATA is legally  existing and in good  standing in such State
         and each other state in which Amtran or ATA is qualified or required to
         be qualified to do business.

                  (f)  Secretary's  Certificate.  Amtran shall have delivered to
         BCC a certificate  executed by the Secretary of Amtran dated as of such
         Closing Date,  certifying as to the following matters:  (a) resolutions
         adopted by the Board of Directors of Amtran  approving the transactions
         contemplated by this Agreement and the Exchange Notes, (b) the Series A
         Designation in respect of the series of Preferred Stock to be issued on
         such Closing Date and (c) the Bylaws.

                  (g) Opinion of Counsel.  Amtran  shall have  delivered  to BCC
         opinions of Cravath,  Swaine & Moore, counsel to Amtran and Brian Hunt,
         Esq., General Counsel of Amtran, in form reasonable satisfactory to BCC
         and its  counsel  to the  substantive  effect as set forth in Exhibit A
         hereto.

                  (h) Compliance Certificate. Amtran shall have delivered to BCC
         a certificate  of Amtran  executed by the President or a Vice President
         of  Amtran,   dated  such  Closing  Date,  and  certifying  as  to  the
         fulfillment of the conditions  specified in paragraphs (a), (b) and (c)
         of this Section 4(A).

                  (B) Covenant  Regarding  Series A  Designation.  Amtran hereby
covenants and agrees to file with the Secretary of State of the State of Indiana
prior  to  each  Closing   Date   Articles  of  Amendment  to  the  Articles  of
Incorporation  in respect of the series of  Preferred  Stock to be issued on the
Closing Date substantially in the form of the Series A Designation.

                  5. Other Agreements of the Parties.  Amtran and BCC agree that
the  Preferred  Stock will rank with  respect to the  payment of  dividends  and
distributions  upon any liquidation of Amtran,  equally with any other series of
preferred  stock that have been issued to an  equipment  lessor,  including  any
shares that may be issued to  International  Lease  Finance  Corporation  or any
affiliate thereof.  Amtran agrees that the Preferred Stock as an equity security
will rank  junior to all  indebtedness  and other  liabilities  due to  Amtran's
general creditors.

                  6. Prohibitions on Transfer;  Amtran's Right of First Refusal.
(a) BCC shall not be permitted to transfer any shares of Preferred  Stock or any
Exchange  Notes  except in  accordance  with the  provisions  of this Section 6.
Notwithstanding  the  foregoing,  at any time,  BCC may  transfer  the shares of
Preferred  Stock or any Exchange  Notes held by it to an affiliate  thereof that
expressly agrees in writing to be bound by the terms of this Agreement; provided
that  BCC  shall  not be  released  from its  obligations  under  the  Financing
Arrangements 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 BCC.

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

         (A)      the name and business background of the Third Party Offeror;

         (B)      the  number of shares of  Preferred  Stock or  Exchange  Notes
                  subject to the Third Party Offer and the prospective  purchase
                  price for such shares of Preferred Stock or Exchange Notes;

         (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  BCC's offer to sell to Amtran all, but not less than all of
         the number of shares of  Preferred  Stock set forth in the Offer Notice
         upon the terms set forth  therein.  Amtran shall have ten business days
         after  delivery of the Offer Notice (the "Offer  Period") to accept the
         offer set forth therein on such terms and  conditions no less favorable
         to Amtran than those  offered to the Third Party Offeror (the "Right of
         First  Refusal").  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 be
         closed.  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 BCC.  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 6. Any delay in (i) the selection of a mutually acceptable
         independent  third party or (ii) the delivery of the  determination  of
         the fair market value of the Cash Equivalent Amount by such independent
         third party shall not result in or be the basis for an extension of the
         Offer Period.

                  (d) To accept the offer, Amtran shall deliver to BCC, prior to
         the  expiration of the Offer Period,  a written  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 ten nor more than 30 days  following the date
         on which Amtran  accepts the offer  pursuant to the  provisions of this
         Section 6; provided that,  notwithstanding anything to the contrary, if
         the  determination  of the fair  market  value  of the Cash  Equivalent
         Amount by the  independent  third  party has not been  received  by the
         parties by such  closing  date,  the  closing  for the  purchase of the
         shares of Preferred  Stock shall be postponed until five days following
         the  receipt  by Amtran of such  determination  of the Cash  Equivalent
         Amount by such independent third party.

                  (e)  If  no  acceptance  is  given  by  Amtran  prior  to  the
         expiration of the Offer Period,  then BCC may sell the number of shares
         of  Preferred  Stock set forth in the Offer  Notice 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,  within 30 days from the  expiration of the Offer Period
         (in the case no acceptance was given).

                  If at the  end of such  30-day  period,  BCC  shall  not  have
         completed the transfer to the Third Party Offeror,  BCC 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 6.

                  7.  Removal of  Restrictive  Legends.  All shares of Preferred
Stock shall be issued with the restrictive legends set forth in Section 3(i) and
3(j) unless and until such legends are removed in accordance with the provisions
of this  Section  7.  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  without  the  legend set forth in Section  3(i)
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 to  authenticate,  any
shares of  Preferred  Stock  without the legend set forth in Section 3(j) unless
the shares of  Preferred  Stock  shall no longer be subject to the terms of this
Agreement.

     8. 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, Facsimile: (317) 240-7091,  Attention: General
Counsel, or, if sent to BCC, will be mailed, delivered or sent via facsimile and
confirmed to it at Boeing  Capital  Corporation,  3780 Kilroy Airport Way, Suite
750,  Long  Beach,  CA  90806,  Facsimile:   (562)  997-3335,   Attention:  Vice
President-Tax and Legal.

     9.  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.

                  10.  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.

     11.  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.

     12.  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.

     13. Termination. This Agreement shall terminate on June 30, 2001.


     The parties hereby submit 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:





                                            BOEING CAPITAL CORPORATION

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


<PAGE>



<PAGE>







                                                               SCHEDULE I















<PAGE>








                                                                  SCHEDULE II





<PAGE>








                                                                  SCHEDULE III



                             SCHEDULE OF EXCEPTIONS


<PAGE>







                                                                      ANNEX A


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


<PAGE>








                                                                     ANNEX B




                              Form of Exchange Note



<PAGE>








                                                                EXHIBIT A

                                FORM OF OPINIONS