EXHIBIT B

                                       to

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-AAT

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.


                            CUSTOMER SUPPORT DOCUMENT



                             This document contains:

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

              Part 2:      Field Services and Engineering Support
                           Services

              Part 3:      Technical Information and Materials

              Part 4:      Alleviation or Cessation of Performance

              Part 5:      Protection of Proprietary Information and
                           Proprietary Materials


<PAGE>




                            CUSTOMER SUPPORT DOCUMENT

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>




                            CUSTOMER SUPPORT DOCUMENT

                 PART 2: FIELD AND ENGINEERING SUPPORT SERVICES


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>





                            CUSTOMER SUPPORT DOCUMENT

                   PART 3: TECHNICAL INFORMATION AND MATERIALS


1.       General.
         -------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>


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

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

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

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

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

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


<PAGE>





                            CUSTOMER SUPPORT DOCUMENT

                 PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE


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

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

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

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

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

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

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




<PAGE>





                            CUSTOMER SUPPORT DOCUMENT

                  PART 5: PROTECTION OF PROPRIETARY INFORMATION
                                      AND PROPRIETARY MATERIALS


1.       General.
         -------

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

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

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

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

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

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

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

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

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