ANNEX A


                                   DEFINITIONS

                               GENERAL PROVISIONS

     (a) In each Operative  Agreement,  unless otherwise expressly  provided,  a
reference to:

     (1) each of "Lessee", "Lessor", "Loan Participant", "Owner Trustee", "Owner
Participant",  "Mortgagee",  "Note  Holder",  and any other Person  includes any
successor in interest to it and any permitted  transferee,  permitted purchaser,
or permitted assignee of it;

     (2) any agreement or other  document  (including  any annex,  schedule,  or
exhibit  thereto,  or any other part thereof)  includes that  agreement or other
document as amended,  supplemented,  or otherwise  modified and any agreement or
other document entered into in substitution or replacement therefor from time to
time, and in each case in accordance  with its terms and in accordance  with the
Operative Agreements;

     (3) any  provision  of any Law  includes  any such  provision  as  amended,
modified, supplemented,  substituted, reissued, or reenacted before the Delivery
Date, and thereafter from time to time;

     (4) "Agreement", "this Agreement",  "hereby", "herein", "hereto", "hereof",
"hereunder",  and words of similar import, when used in any Operative Agreement,
refer to such Operative Agreement as a whole and not to any particular provision
of such Operative Agreement;

     (5)  "including",  "include",  and terms or phrases of similar import means
"including [etc.], without limitation";

     (6) "or" is conjunctive and not disjunctive; and

     (7) a reference to a "section" or "ss.",  an  "Exhibit",  an "Annex",  or a
"Schedule" in any Operative  Agreement,  or in any annex thereto, is a reference
to a section  of, or an exhibit,  an annex,  or a schedule  to,  such  Operative
Agreement or such annex, respectively.

     (b) Each  exhibit,  annex,  and  schedule to each  Operative  Agreement  is
incorporated in, and is a part of, such Operative Agreement.

     (c) Unless otherwise defined or specified in any Operative  Agreement,  all
accounting  terms therein shall be construed and all  accounting  determinations
thereunder shall be made in accordance with GAAP.

     (d) Headings used in any Operative  Agreement are for convenience only, and
shall not in any way affect the construction of, or be taken into  consideration
in interpreting, such Operative Agreement.

     (e) For  purposes of each  Operative  Agreement,  the  existence of a Lease
Event of Default,  Lease Default,  or Special Default referred to in ss. 14.5 of
the Lease shall not  prohibit  Lessee from taking any action or  exercising  any
right that is  conditioned on the  non-existence  of any Lease Event of Default,
Lease Default, or Special Default if such Lease Event of Default, Lease Default,
or Special  Default  consists of the institution of  reorganization  proceedings
with respect to Lessee under Chapter 11 of the Bankruptcy  Code, and the trustee
or  debtor-in-possession  in such  proceedings  (1) has  agreed to  perform  its
obligations  under the  Lease  with the  approval  of the  applicable  court and
thereafter  continues to perform such  obligations  in  accordance  with Section
1110,  or (2) has assumed the Lease with the approval of the relevant  court and
thereafter continues to perform its obligations under the Lease.

DEFINED TERMS

            ACTUAL  KNOWLEDGE:  (a) as it applies to Owner Trustee or Mortgagee,
actual  knowledge of a responsible  officer in the Corporate Trust Department or
the  Corporate  Trust  Office,  respectively,  and (b) as it  applies  to  Owner
Participant  or Lessee,  actual  knowledge  of a Vice  President  or more senior
officer of Owner Participant or Lessee  (respectively),  or any other officer of
Owner  Participant  or  Lessee  (respectively)  having  responsibility  for  the
Transactions;  PROVIDED, that each of Lessee, Owner Participant,  Owner Trustee,
and  Mortgagee  shall be deemed to have "Actual  Knowledge"  of any matter as to
which it has received notice from Lessee,  Owner  Participant,  any Note Holder,
Owner Trustee,  or Mortgagee,  given  pursuant to ss. 15.7 of the  Participation
Agreement.

            ADDITIONAL INSURED: defined inss. D of Annex D to the Lease.

            AFFILIATE  of any Person:  any other Person  directly or  indirectly
controlling,  controlled  by, or under  common  control  with such  Person.  For
purposes of this definition,  "control" means the power, directly or indirectly,
to direct or cause the direction of the  management and policies of such Person,
whether through the ownership of voting securities,  by contract,  or otherwise,
and  "controlling",  "controlled  by",  and  "under  common  control  with" have
correlative meanings, PROVIDED, that neither Owner Participant nor the Mortgagee
will be deemed to be an "Affiliate" of Lessor or Owner Trustee (and vice versa),
and  none  of  Owner  Trustee  or  Owner  Participant  will be  deemed  to be an
"Affiliate" of the Mortgagee (and vice versa).

     AIRCRAFT: the Airframe and Engines.

     AIRCRAFT  BILL OF  SALE:  a  warranty  bill of sale  granting  title to the
Aircraft,  which  bill of sale  Seller is to  deliver  to Owner  Trustee  on the
Delivery Date.

     AIRCRAFT  DESCRIPTION  EXHIBIT:  Exhibit A to the Lease or Exhibit A to the
Mortgage.

     AIRCRAFT  DOCUMENTS:  all technical data,  manuals,  and log books, and all
inspection,  modification,  and  overhaul  records  and other  service,  repair,
maintenance,  and technical  records that the relevant Aviation  Authority,  the
Lease,  or the  Maintenance  Program  requires be maintained with respect to the
Aircraft,   including  all  required   additions,   renewals,   revisions,   and
replacements  of any  such  materials,  in each  case in  whatever  form  and by
whatever means or medium (including  microfiche,  microfilm,  paper, or computer
disk)  such  materials  are  maintained  or  retained  by or on behalf of Lessee
(PROVIDED, that all such materials shall be maintained in the English language).

     AIRFRAME:  (1) the aircraft (excluding Engines or engines from time to time
installed  thereon)  manufactured  by Airframe  Manufacturer  and  identified by
Airframe  Manufacturer's  model number,  United States registration  number, and
Airframe  Manufacturer's  serial  number set forth in the  Aircraft  Description
Exhibit, or (2) any Replacement  Airframe,  including in either case any and all
Parts  incorporated or installed in or attached or appurtenant to such airframe,
and any and all Parts  removed  from such  airframe,  unless title to such Parts
does not vest in Lessor in  accordance  with ss.  8.1 and Annex C of the  Lease.
Upon  substitution  of a Replacement  Airframe under and in accordance  with the
Lease, such Replacement  Airframe shall become subject to the Lease and shall be
the  "Airframe" for all purposes of the Operative  Agreements,  and the replaced
Airframe  shall  cease to be  subject  to the Lease  and  shall  cease to be the
"Airframe".

     AIRFRAME MANUFACTURER: The Boeing Company, a Delaware corporation.

     ALLOCATED  EETC EXPENSES  means the Pro Rata Portion of the specified  fees
and expenses of each of the following  incurred in connection  with the issuance
of the Pass-Through Certificates on the Issuance Date: (i) the placement fee and
reimbursed expenses of ____________________ and the other institutions,  if any,
acting as initial purchasers of the Pass-Through Certificates,  (ii) the upfront
fee and reimbursed  expenses of Wilmington Trust Company,  as the  Subordination
Agent, the Pass-Through  Trustees,  and the Paying Agents, (iii) the upfront fee
and reimbursed expenses of First Security Bank, National Association,  as Escrow
Agent, (iv) the upfront fee of ____________________,  as the Depository, (v) the
upfront fee of  ____________________,  as the Liquidity Provider,  (vi) the fees
and expenses of ____________________,  special counsel to the initial purchasers
and the  Liquidity  Provider,  (vii) the fees and  expenses of  Richards  Layton
Finger,  special  counsel  to the  Pass-Through  Trustees,  Paying  Agents,  and
Subordination Agent, [and the fees and expenses of ____________________, special
counsel to Policy Provider,] (ix) the fees and expenses of Troutman Sanders LLP,
special counsel to Lessee, (x) the fees and expenses of Cravath, Swaine & Moore,
securities counsel to Lessee,  (xi) the fees of the appraisers  utilized for the
Offering  Memorandum,  (xiii)  the fees of the  appraisers  utilized  by  Policy
Provider,  (xiv) the fees and expenses of Moody's  Investors  Service,  Inc. and
Standard & Poor's Rating  Services,  (xv) the fees and expenses of Ernst & Young
LLP, and (xvi) the initial  quarterly  premium due to Policy  Provider under the
Policy Provider Agreement. As used in this definition,  "Pro Rata Portion" means
one-[tenth].

     AMORTIZATION  AMOUNT for any Equipment  Note,  as of any Payment Date:  the
amount  determined by multiplying the percentage set forth opposite such Payment
Date on the Amortization Schedule by the Original Amount of such Equipment Note.

     AMORTIZATION  SCHEDULE for an Equipment Note: the amortization schedule for
that Equipment Note delivered pursuant toss. 2.02 of the Mortgage.

     APPLICABLE   PERCENTAGE:   means  (A)  for  the  [first  one-year   Renewal
Term][first two one-year Renewal Terms], (1) 100% if, at the time that the first
Renewal  Term  begins,  Lessee  provides  Owner  Participant  with an opinion of
counsel reasonably  satisfactory to Owner Participant to the effect that, due to
a Change in Tax Law or  clarification  of law, if the Applicable  Percentage had
been 100% on the Closing  Date no Renewal  Term would have been  included in the
Lease Term under Code ss. 467 and the Treasury  Regulations  thereunder  and (2)
otherwise, 105%; and (B) for any subsequent Renewal Term, 100%.

     APPRAISER:  a  firm  of  internationally-recognized,  independent  aircraft
appraisers.

     AVERAGE LIFE DATE for any Equipment  Note:  the date which follows the time
of  determination  by a period equal to the Remaining  Weighted  Average Life of
such Equipment Note. The "REMAINING  WEIGHTED AVERAGE LIFE" (calculated in days)
for any Equipment Note on a given date is (1) the sum of (a) each then-remaining
scheduled  payment of principal of such Equipment Note,  TIMES (b) the number of
days from and  including  such  determination  date to but excluding the date on
which such payment of  principal  is  scheduled  to be made,  DIVIDED BY (2) the
then-outstanding principal amount of such Equipment Note.

     AVIATION  AUTHORITY:  the FAA or, if the  Aircraft is  registered  with any
other Government Entity under and in accordance withss. 7.1.2 of the Lease, such
other Government Entity.

     BANKRUPTCY  CODE: the United States  Bankruptcy  Code, 11 U.S.C.ss.  101 ET
SEQ.

     BASE TERM: the period beginning on and including the Commencement  Date and
ending on the Scheduled Expiration Date therefor,  or such earlier date on which
the Term terminates in accordance with the provisions of the Lease.

     BASIC RENT: the rent (including,  to the extent  applicable,  Renewal Rent)
payable or allocable,  as applicable,  for the Aircraft pursuant to ss. 3.2.1(a)
of the Lease.

     BENEFICIAL  OWNER of an  Equipment  Note: a Person who, by reason of direct
ownership,  contract, share ownership, or otherwise, has the right to receive or
participate  in  receiving,  directly  or  indirectly,  payments  of  principal,
interest, or Make-Whole Amount for that Equipment Note; PROVIDED,  that a Person
shall not be a Beneficial  Owner of an  Equipment  Note solely  because  another
Person in whom such a Person owns common stock or other equity  securities  is a
registered  holder or Beneficial Owner of such Equipment Note unless such Person
is an Affiliate of such other Person.

     BILLS OF SALE: the FAA Bill of Sale and the Aircraft Bill of Sale.

     BURDENSOME  INDEMNITY  PAYMENT:  an indemnity  payment  pursuant to the Tax
Indemnity  Agreement or ss. 9 of the  Participation  Agreement which would cause
the  aggregate  net present  value of all losses paid or payable by Lessee as of
the  determination  date,   discounted  quarterly  at  the  Debt  Rate,  to  the
determination date, to exceed 2.5% of Lessor's Cost.

     BUSINESS DAY: any day other than a Saturday,  Sunday, or other day on which
commercial  banks are  authorized  or required by law to close in New York,  NY,
Indianapolis,  IN,  Wilmington,  DE, or Salt Lake  City,  UT, or, so long as any
Equipment  Note remains  outstanding,  the city and state in which the Mortgagee
maintains its Corporate Trust Office or receives and disburses funds.

     CASH  EQUIVALENTS:  the following  securities (which shall mature within 90
days of the  date of  purchase  thereof):  (1)  direct  obligations  of the U.S.
Government;  (2)  obligations  fully  guaranteed  by the  U.S.  Government;  (3)
certificates of deposit issued by, or bankers'  acceptances of, or time deposits
or a deposit account with, Owner Trustee, Mortgagee, or any bank, trust company,
or national banking association incorporated or doing business under the laws of
the United States or any state thereof having a combined capital and surplus and
retained  earnings of at least  $500,000,000  and having a rate of "C" or better
from the Thomson BankWatch Service;  or (4) commercial paper of any issuer doing
business under the laws of the United States or one of the states thereof and in
each case having a rating assigned to such commercial paper by Standard & Poor's
or Moody's at least equal to A1 or P1, respectively.

     CITIZEN  OF  THE  UNITED  STATES:   defined  inss.   40102(a)(15)   of  the
Transportation Code and in the FARs.

     CLOSING: the closing of the transactions  contemplated by the Participation
Agreement on the Delivery Date.

     CODE:  the  Internal  Revenue  Code of 1986;  PROVIDED,  that  when used in
relation  to a  Plan,  "Code"  shall  be  interpreted  in  accordance  with  the
regulations and rulings issued thereunder.

     COLLATERAL:  the property in which a security  interest is created in favor
of the Loan Trustee under the "Granting Clause" of the Mortgage.

     COMMENCEMENT DATE: defined in Schedule 1 to the Lease.

     COMMITMENT  for  any   Participant:   that   Participant's   commitment  to
participate  in the payment of Lessor's  Cost, as reflected in Schedule 2 of the
Participation Agreement.

     COMMITMENT  TERMINATION  DATE:  defined in Schedule 3 to the  Participation
Agreement.

     CONSENT AND AGREEMENT: Manufacturer Consent and Agreement N___AT, dated the
Delivery Date, of Airframe Manufacturer.

     CONTINUOUS STAY PERIOD: defined inss. 4.04(a) of the Mortgage.

     CORPORATE  TRUST  DEPARTMENT or TRUST  OFFICE:  Owner  Trustee's  principal
corporate trust office, located from time to time at Owner Trustee's address for
notices under the Participation  Agreement,  or such other office at which Owner
Trustee's corporate trust business shall be administered and which Owner Trustee
specifies by notice in writing to Lessee, Mortgagee, and each Note Holder.

     CORPORATE  TRUST  OFFICE:   Mortgagee's   principal   office,   located  at
Mortgagee's address for notices under the Participation Agreement, or such other
office at which  Mortgagee's  corporate trust business shall be administered and
which  Mortgagee  specifies by notice in writing to Lessee,  Owner Trustee,  and
each Note Holder.

     CRAF:  the Civil  Reserve  Air Fleet  Program  established  pursuant  to 10
U.S.C.ss. 9511 - 13, or any similar substitute program.

     DEBT: any liability for borrowed money, or any liability for the payment of
money  in  connection  with any  letter  of  credit  transaction,  or any  other
liabilities evidenced or to be evidenced by bonds,  debentures,  notes, or other
similar instruments.

     DEBT RATE: (1) for any Series, the rate as defined in the Mortgage, and (2)
for any other purpose, with respect to any period, the weighted average interest
rate per annum  during such period  borne by the  outstanding  Equipment  Notes,
excluding any interest  payable at the Past-Due Rate (or, if no Equipment  Notes
are outstanding, such weighted average interest rate on the Delivery Date).

     DELAYED   DELIVERY   DATE:  a  delayed   Delivery  Date  notified  to  each
Participant,  Owner Trustee and  Mortgagee by Lessee  pursuant to ss. 4.3 of the
Participation Agreement, which delayed Delivery Date shall be a Business Day not
later than the Commitment Termination Date.

     DELIVERY  DATE:  __________,  200_ (which is the date when the  Aircraft is
delivered  to and  accepted  by Lessee  under  the  Lease  and when the  Closing
occurs).

     DOLLARS,  UNITED STATES  DOLLARS,  or $: the lawful  currency of the United
States.

     DOT:  the  Department  of  Transportation  of  the  United  States,  or any
Government   Entity   succeeding  to  the   functions  of  such   Department  of
Transportation.

     EBO DATE: as specified in Schedule 5 to the Lease.

     EBO PRICE:  as specified in Schedule 5 to the Lease,  as adjusted  pursuant
toss. 3.2.1 of the Lease.

     ELIGIBLE  ACCOUNT:   an  account   established  by  and  with  an  Eligible
Institution at Mortgagee's  request,  which institution agrees, for all purposes
of the UCC  (including  UCC  Article  8),  that  (1)  such  account  shall  be a
"securities account" (as defined in UCC ss. 8-501), (2) all property (other than
cash)  credited  to such  account  shall be treated as a  "financial  asset" (as
defined in UCC ss.  8-102(9)),  (3) Mortgagee shall be the "entitlement  holder"
(as defined in UCC ss.  8-102(7)) of such  account,  (4) it will comply with all
entitlement  orders  issued by  Mortgagee  to the  exclusion of Lessee and Owner
Trustee,  and (5) the  "securities  intermediary  jurisdiction"  (under  UCC ss.
8-110(e)) shall be the state of New York.

     ELIGIBLE  INSTITUTION:  the corporate  trust  department of (1)  Wilmington
Trust Company, acting solely in its capacity as a "securities  intermediary" (as
defined in UCC ss. 8-102(14)),  or (2) a depository  institution organized under
the laws of the United States of America or any one of the states thereof or the
District  of  Columbia  (or any U.S.  branch  of a  foreign  bank),  which has a
long-term  unsecured  debt rating from Moody's and Standard & Poor's of at least
A-3 or its equivalent.

     ENFORCEMENT DATE: defined inss. 4.03 of the Mortgage.

     ENGINE:  (1) each of the engines  manufactured by Engine  Manufacturer  and
identified  by Engine  Manufacturer's  model  number and  Engine  Manufacturer's
serial number in the Aircraft  Description  Exhibit and originally  installed on
the Airframe on delivery  thereof  pursuant to the Lease, or (2) any Replacement
Engine,  in any case whether or not from time to time  installed on the Airframe
or installed on any other airframe or aircraft,  including (for both clauses (1)
and  (2))  any and  all  Parts  incorporated  or  installed  in or  attached  or
appurtenant  to such  engine,  and any and all Parts  removed  from such engine,
unless  title to such Parts does not vest in Lessor in  accordance  with ss. 8.1
and Annex C of the Lease. Upon substitution of a Replacement Engine under and in
accordance with the Lease,  such Replacement  Engine shall become subject to the
Lease and shall be an "Engine" for all purposes of the Operative Agreements, and
the replaced Engine shall cease to be subject to the Lease and shall cease to be
an "Engine".

     ENGINE MANUFACTURER: CFM International.

     [ENGINE  MANUFACTURER  WARRANTY  AGREEMENT:  Engine  Manufacturer  Warranty
Agreement  N___AT,  dated the Delivery Date,  among Engine  Manufacturer,  Owner
Trustee and Lessee.]

     EQUIPMENT  NOTE:  any equipment  note issued under the Mortgage in the form
specified in ss. 2.01 and Exhibit B thereof (as such form may be varied pursuant
to the terms of the  Mortgage),  or any Equipment Note issued under the Mortgage
in exchange for or replacement of any Equipment Note.

     EQUIPMENT NOTE REGISTER: defined inss. 2.08 of the Mortgage.

     ERISA: the Employee Retirement Income Security Act of 1974.

     ESCROW AGENT: ________________________________________.

     ESCROW AGREEMENT: each of the two Escrow and Paying Agent Agreements, among
Escrow  Agent,  Paying Agent,  certain  initial  purchasers of the  Pass-Through
Certificates named therein,  and one of the Pass-Through  Trustees,  dated as of
the Issuance  Date,  each of which  relates to one of the  Pass-Through  Trusts,
PROVIDED,  that,  for  purposes  of any  obligation  of  Lessee,  no  amendment,
modification,  or supplement to, or  substitution  or  replacement  of, any such
Escrow Agreement shall be effective unless Lessee consents to it.

     EVENT OF LOSS with respect to the Aircraft,  the  Airframe,  or any Engine:
any of the following circumstances,  conditions,  or events with respect to such
property, which shall have occurred for any reason whatsoever:

     (1) the  destruction  of such  property,  damage  to such  property  beyond
economic repair, or rendition of such property  permanently unfit for normal use
by Lessee;

     (2) the actual or constructive  total loss of such property,  or any damage
to such property, or requisition of title or use of such property, which results
in an insurance settlement with respect to such property on the basis of a total
loss or constructive or compromised total loss;

     (3)  any  theft,  hijacking,  or  disappearance  of  such  property  for 90
consecutive days or more or, if earlier,  the fifth day following the end of the
Term;

     (4)  any  seizure,  condemnation,   confiscation,  taking,  or  requisition
(including loss of title) of such property by any Government Entity or purported
Government  Entity (other than a requisition of use by the U.S.  Government) for
180 consecutive days or, if earlier, at the end of the Term;

     (5) any seizure, condemnation,  confiscation, taking, or requisition of use
of such property by the U.S.  Government that continues until the 30th day after
the last day of the  Term;  and (6) as a result  of any law,  rule,  regulation,
order, or other action by the Aviation  Authority or by any Government Entity of
the government of registry of the Aircraft or by any Government Entity otherwise
having  jurisdiction  over the operation or use of the Aircraft,  the use of the
Aircraft,  the Airframe, or any Engine in the normal course of Lessee's business
of passenger air  transportation is prohibited for 180 consecutive days, unless,
before  the  expiration  of  such  180-day  period,  Lessee  undertakes  and  is
diligently  carrying  forward such steps as are necessary or desirable to permit
the  normal  use of such  property  by  Lessee,  but in any event if such use is
prohibited for a continuous period of 360 days, PROVIDED,  that such prohibition
shall not create an Event of Loss if such prohibition  applies to other B737-800
aircraft  (or CFM 56-7  engines)  in Lessee's  fleet and also  applies to Boeing
737-800  aircraft  (or CFM 56-7  engines)  not owned or  operated by Lessee and,
before the expiration of such 360-day period,  Lessee conforms at least one unit
of such  property  in its  fleet  to the  requirements  of any such  law,  rule,
regulation, order, or other action, begins regular commercial use of the same in
such jurisdiction,  and is diligently  carrying forward,  in a manner which does
not  discriminate  against such property in so conforming  such property,  steps
which are  necessary  or  desirable  to permit the normal use of the Aircraft by
Lessee,  but in any event if such use is prohibited  for a continuous  period of
540 days or such use is prohibited at the expiration of the Term.

     EXCESS AMOUNT: defined inss. 2.03(b) of the Mortgage.

     EXCLUDED  PAYMENTS:  (1) indemnity payments paid or payable by Lessee to or
in  respect of Owner  Participant  or FSB,  their  Affiliates,  successors,  and
permitted assigns, and their directors, officers, employees, and agents pursuant
to ss. 9 of the Participation  Agreement,  or any corresponding payments payable
as Supplemental Rent under the Lease, (2) proceeds of public liability insurance
paid or payable as a result of insurance  claims made,  or losses  suffered,  by
Owner  Participant or FSB (or the other Persons  specified in clause (1)),  that
are payable directly to Owner  Participant or FSB (or any such other Person) for
its own  account,  (3)  proceeds of  insurance  maintained  with  respect to the
Aircraft by Owner  Participant  or any Affiliate  thereof for its own account or
benefit (whether directly or through Owner Trustee) and permitted under ss. 11.2
of the Lease,  (4) all  payments  required  to be made  under the Tax  Indemnity
Agreement by Lessee,  (5) any Transaction  Expenses paid or payable by Lessee to
Owner Trustee (to the extent for its sole benefit) or Owner Participant pursuant
to the Lease or the  Participation  Agreement,  (6) any amount  payable to Owner
Participant  by any  transferee  as the  purchase  price of Owner  Participant's
interest in the Trust  Estate,  (7) any interest  that pursuant to the Operative
Agreements  may  from  time to time  accrue  in  respect  of any of the  amounts
described in clauses (1) through (6) above,  (8) all payments  made by Guarantor
in respect of any of the foregoing,  (9) any right to enforce the payment of any
amount  described  in clauses (1) through (8) above  (PROVIDED,  that the rights
referred to in this clause (9) shall not  include the  exercise of any  remedies
provided for in the Lease, other than the right to sue for specific  performance
of any covenant to make such payment or to sue for damages for the breach of any
such  covenant),  and (10) any right to exercise  any election or option or make
any  decision  or  determination,  or to give or receive  any  notice,  consent,
waiver, or approval, or to take any other action in respect of, but in each case
only to the extent relating to, any Excluded Payments.

     EXPENSES:   any  and  all  liabilities,   obligations,   losses,   damages,
settlements,  penalties,  claims,  actions,  suits, costs,  demands,  judgments,
expenses,  and  disbursements  (including  reasonable fees,  disbursements,  and
reasonable  out of pocket  costs and  expenses  of legal  counsel,  accountants,
appraisers, inspectors, or other professionals, and costs of investigation).

     FAA:  the Federal  Aviation  Administration  of the United  States,  or any
Government   Entity  succeeding  to  the  functions  of  such  Federal  Aviation
Administration.

     FAA BILL OF SALE: a bill of sale for the Aircraft on AC Form 8050-2 (or any
other  FAA-approved  form),  delivered to Owner  Trustee on the Delivery Date by
Seller.

     FAA COUNSEL: Crowe & Dunlevy.

     FAA-FILED DOCUMENTS:  the Lease, the Mortgage, the Trust Agreement, the FAA
Bill of Sale, and an application  for  registration of the Aircraft with the FAA
in Owner Trustee's name.

     FARS: the Federal Aviation  Regulations  issued or promulgated  pursuant to
the Transportation Code from time to time.

     FAIR MARKET RENTAL  VALUE:  the fair market rental value in Dollars for the
Aircraft that would apply in an arm's-length transaction between an informed and
willing lessee under no compulsion to lease,  and an informed and willing lessor
under no  compulsion  to lease,  for the  applicable  period,  assuming that (1)
except as provided in ss. 15.4 of the Lease, the Aircraft has been maintained in
accordance with, and is in the condition  required by, the Lease, (2) rent would
be paid  quarterly,  and (3) except as provided  in ss.  15.4 of the Lease,  the
Aircraft would be leased during any such period on the same terms and conditions
(except for Basic Rent amount) as during the Base Term.

     FAIR MARKET  SALES  VALUE:  the fair market  sales value in Dollars for the
Aircraft that would apply in an arm's-length transaction between an informed and
willing  buyer under no  compulsion  to buy, and an informed and willing  seller
under no compulsion  to sell, in a transaction  that would close on or about the
relevant time of determination, assuming that (1) except as provided in ss. 15.4
of the Lease, the Aircraft has been maintained in accordance with the Lease, and
is in the  condition  required  by the  Lease,  and  (2)  the  Aircraft  will be
delivered to such informed and willing buyer in the return condition required by
the Lease.

     FINANCING  STATEMENTS:  UCC-1 (and,  where  appropriate,  UCC-3)  financing
statements (1) covering the  Collateral,  by Owner Trustee,  as debtor,  showing
Mortgagee as secured party, for filing in Utah and each other jurisdiction where
(in  Mortgagee's  opinion)  filing  is  necessary  to  perfect  its  Lien on the
Collateral, and (2) covering the Aircraft, as a precautionary matter, by Lessee,
as lessee,  showing  Owner  Trustee as lessor and Mortgagee as assignee of Owner
Trustee,  for filing in  Indiana  and each  other  jurisdiction  where (in Owner
Trustee's or Mortgagee's opinion) filing is reasonably desirable.

     FIXED RATE: defined in Schedule 1 to the Lease.

     FSB:  First  Security  Bank,  National  Association,   a  national  banking
association,  not in its capacity as trustee under the Trust  Agreement,  but in
its individual capacity.

     GAAP:  generally  accepted  accounting  principles  as  set  forth  in  the
statements of financial  accounting standards issued by the Financial Accounting
Standards Board of the American  Institute of Certified Public  Accountants,  as
varied by any applicable financial accounting rules or regulations issued by the
SEC, and applied on a basis consistent with prior periods except as disclosed in
the pertinent Person's financial statements.

     GOVERNMENT  ENTITY:  (1)  any  federal,  state,   provincial,   or  similar
government,  and any  body,  board,  department,  commission,  court,  tribunal,
authority,  agency, or other instrumentality of any such government or otherwise
exercising any executive, legislative,  judicial,  administrative, or regulatory
functions  of  such  government,  or (2)  any  other  government  entity  having
jurisdiction  over  any  matter  contemplated  by the  Operative  Agreements  or
relating to the  observance  or  performance  of the  obligations  of any of the
parties to the Operative Agreements.

     GTA: the General  Terms  Agreement,  as defined in the  Purchase  Agreement
Assignment.

     GUARANTEE:  Guarantee N___AT,  dated the Delivery Date, issued by Guarantor
in favor of Owner Trustee, FSB, Mortgagee, WTC, and each Participant.

     GUARANTOR: AmTran, Inc., an Indiana corporation.

     INDEMNITEE:  (1) FSB and Owner  Trustee,  (2) WTC and  Mortgagee,  (3) each
separate or additional  trustee appointed pursuant to the Trust Agreement or the
Mortgage,  (4) each  Participant,  (5) the Trust Estate and the Collateral,  (6)
each  Affiliate  of the Persons  described  in clauses (1) through  (4), (7) the
directors,  officers,  employees, and agents of each of the Persons described in
clauses  (1) through (4) and in clause (6),  (8) the  successors  and  permitted
assigns of the Persons  described in clauses (1) through (4), and in clauses (6)
and (7), and (9) the Pass-Through  Indemnitees;  provided, that the Pass-Through
Indemnitees  are Indemnitees  only for purposes of ss. 9.1 of the  Participation
Agreement.  If any Indemnitee is Airframe Manufacturer or Engine Manufacturer or
any  subcontractor  or  supplier  of either  thereof,  such  Person  shall be an
Indemnitee only in its capacity as Owner Participant,  Loan Participant, or Note
Holder.

     INTERCREDITOR AGREEMENT: the Intercreditor Agreement among the Pass-Through
Trustees,  each Liquidity Provider,  Policy Provider,  and Subordination  Agent,
dated as of the Issuance Date, PROVIDED, that, for purposes of any obligation of
Lessee,  no  amendment,  modification,  or  supplement  to, or  substitution  or
replacement of, such  Intercreditor  Agreement shall be effective  unless Lessee
consents to it.

     IRS: the Internal  Revenue Service of the United States,  or any Government
Entity succeeding to the functions of such Internal Revenue Service.

     ISSUANCE DATE: __________, 200_.

     JAA: the Joint Aviation Authority of the European Union.

     LAW: (1) any constitution, treaty, statute, law, decree, regulation, order,
rule,  or  directive  of  any  Government   Entity,  and  (2)  any  judicial  or
administrative  interpretation  or application of, or decision under, any of the
foregoing.

     LEASE or LEASE AGREEMENT:  Lease Agreement N___AT, dated the Delivery Date,
between Owner Trustee and Lessee.

     LEASE DEFAULT:  (1) any condition,  circumstance,  act, or event that, with
the giving of notice or the lapse of time,  would  constitute  a Lease  Event of
Default, or (2) any Lease Event of Default.

     LEASE EVENT OF DEFAULT:  any one or more of the conditions,  circumstances,
acts, or events set forth inss. 14 of the Lease.

     LESSEE: American Trans Air, Inc., an Indiana corporation.

     LESSEE ADVISOR:  Capstar Partners,  LLC, in its capacity as special advisor
to Lessee.

     LESSEE OPERATIVE AGREEMENTS:  the Participation  Agreement,  the Lease, the
Tax  Indemnity  Agreement,  the  Purchase  Agreement  Assignment  [, the  Engine
Manufacturer  Warranty  Agreement,] and each other agreement  between Lessee and
any other party to the  Participation  Agreement,  relating to the Transactions,
delivered on the Delivery Date.

     LESSEE PERSON: Lessee, any sublessee, assignee, successor, or other user or
Person in possession of the Aircraft, the Airframe, or an Engine with or without
color of right,  or any  Affiliate of any of the  foregoing  (excluding  any Tax
Indemnitee or any related Tax  Indemnitee  with respect  thereto,  or any Person
using or claiming any rights with respect to the Aircraft,  the Airframe,  or an
Engine directly by or through any of the Persons in this  parenthetical  phrase,
but not excluding any Person  claiming  directly or indirectly  through or under
the Lease).

     LESSEE'S ADVISOR(S): defined in Schedule 3 to the Participation Agreement.

     LESSOR: Owner Trustee in its capacity as lessor under the Lease.

     LESSOR LIEN,  with respect to any Person,  on any property  (including  the
Trust  Estate,  the  Collateral,  the Aircraft,  Airframe,  Engines,  Parts,  or
Aircraft Documents) or any payments:  any Lien on such property or payments that
results  from (1)  claims  against  such  Person  (if such  Person is a trustee,
whether in its individual  capacity or in its capacity as a trustee) not related
to any of the Transactions, (2) acts or omissions of such Person (if such Person
is a  trustee,  whether  in its  individual  capacity  or in its  capacity  as a
trustee) in violation of its obligations under any of the terms of the Operative
Agreements,  or not related to the  Transactions,  (3) Taxes against such Person
(if such  Person is a trustee,  whether  in its  individual  capacity  or in its
capacity as a trustee) or any of its  Affiliates  that Lessee is not required to
indemnify under the Participation  Agreement,  or (4) claims against such Person
arising out of its transfer of all or part of its interest in the Aircraft,  the
Trust Estate, or the Operative Agreements, other than a Transfer required by the
terms of the Operative  Agreements or  attributable  to the existence of a Lease
Event of Default.

     LESSOR'S  COST:  the amount paid by Owner Trustee to Seller to purchase the
Aircraft  pursuant to the Purchase  Agreement  Assignment and the  Participation
Agreement,  as designated  by Dollar  amount in Schedule 3 to the  Participation
Agreement.

     LIEN: any mortgage,  pledge, lien, charge,  claim,  encumbrance,  lease, or
security interest affecting the title to or any interest in property.

     LIQUIDITY FACILITIES:  the two Revolving Credit Agreements (consisting of a
separate Revolving Credit Agreement with Liquidity Provider with respect to each
Pass-Through  Trust) between  Subordination  Agent,  as borrower,  and Liquidity
Provider,  each dated as of the Issuance Date,  PROVIDED,  that, for purposes of
any  obligation of Lessee,  no  amendment,  modification,  or supplement  to, or
substitution or replacement  of, any such Liquidity  Facility shall be effective
unless Lessee consents to it.

     LIQUIDITY  PROVIDER:  ______________,  as "Class G Liquidity  Provider" and
"Class C Liquidity  Provider"  (as such terms are  defined in the  Intercreditor
Agreement), or any Replacement Liquidity Provider.

     LOAN TRUSTEE: Wilmington Trust Company, a Delaware banking corporation, not
in its individual capacity but solely as loan trustee under the Mortgage.

     LOAN PARTICIPANT: a Note Holder.

     LOSS PAYMENT DATE: defined inss. 10.1.2(a)(1) of the Lease.

     MAINTENANCE PROGRAM: defined in Annex C to the Lease.

     MAJORITY  IN  INTEREST  OF  NOTE  HOLDERS  as  of  a  particular   date  of
determination:  the  holders  of a  majority  in unpaid  Original  Amount of all
Equipment Notes  outstanding as of such date (excluding any Equipment Notes held
by Owner  Trustee,  Lessee,  or Owner  Participant  or any Affiliate of any such
party or any interests of Owner Trustee or Owner  Participant  therein by reason
of subrogation  pursuant to ss. 4.03 of the Mortgage (unless all Equipment Notes
then outstanding are held by Owner Trustee,  Lessee,  Owner Participant,  or any
Affiliate of any  thereof));  PROVIDED,  that for the purposes of directing  any
action,  casting  any vote,  or  giving  any  consent,  waiver,  or  instruction
hereunder,  any Note Holder may (in its sole discretion) allocate any fractional
portion  of the  principal  amount of its  Equipment  Note(s)  in favor of or in
opposition to any such action, vote, consent, waiver, or instruction.

     MAKE-WHOLE  AMOUNT  with  respect  to any  Equipment  Note:  an amount  (as
determined by an independent  investment bank of national standing) equal to the
excess, if any, of (a) the present value of the remaining  scheduled payments of
principal  and  interest  to  maturity  of  such  Equipment  Note,  computed  by
discounting  such payments on a quarterly basis on each Payment Date (assuming a
360-day  year of twelve  30-day  months),  using a  discount  rate  equal to the
Treasury Yield, over (b) the outstanding principal amount of such Equipment Note
plus  accrued  interest  to  the  determination   date.  For  purposes  of  this
definition,  "TREASURY YIELD" means, at the determination date for any Equipment
Note,  the  interest  rate  (expressed  as a decimal  and, in the case of United
States Treasury bills,  converted to a bond equivalent  yield)  determined to be
the per annum rate equal to the  quarterly  yield to maturity for United  States
Treasury securities maturing on the Average Life Date of such Equipment Note and
trading  in  the  public   securities   markets  either  (1)  as  determined  by
interpolation  between the most-recent  weekly average yield to maturity for two
series of United States Treasury  securities,  trading in the public  securities
markets,  (aa) one  maturing as close as  possible  to, but  earlier  than,  the
Average Life Date of such  Equipment  Note, and (bb) the other maturing as close
as possible to, but later than, the Average Life Date of such Equipment Note, in
each case as published in the most-recent H.15(519),  or (2) if a weekly average
yield to maturity for United States Treasury  securities maturing on the Average
Life Date of such Equipment Note is reported on the most-recent H.15(519),  such
weekly  average  yield to maturity as  published in such  H.15(519)  "H.15(519)"
means the  weekly  statistical  release  designated  as such,  or any  successor
publication,  published by the Board of Governors of the Federal Reserve System.
The  determination  date for a Make-Whole Amount shall be the third Business Day
before  the  applicable   payment  or  redemption  date,  and  the  "MOST-RECENT
H.15(519)"  means the  H.15(519)  published  before the close of business on the
third Business Day before the applicable payment or redemption date.

     MATERIALLY ADVERSE CHANGE with respect to any Person: any event, condition,
or  circumstance  that  materially  adversely  affects such  Person's  business,
prospects,  or consolidated  financial  condition,  or its ability to observe or
perform  its  obligations,  liabilities,  and  agreements  under  the  Operative
Agreements.

     MINIMUM LIABILITY INSURANCE AMOUNT: defined in Schedule 1 to the Lease.

     MOODY'S: Moody's Investors Service, Inc.

     MORTGAGE:  Trust  Indenture and Mortgage  N___AT,  dated the Delivery Date,
between Owner Trustee and Mortgagee.

     MORTGAGE AGREEMENTS:  the Participation  Agreement, the Lease, the Purchase
Agreement,  the Purchase Agreement  Assignment,  the Consent and Agreement,  the
Engine  Manufacturer  Warranty  Agreement,  the  Bills  of Sale,  and any  other
contract,  agreement,  or instrument from time to time assigned or pledged under
the Mortgage.

     MORTGAGE DEFAULT: (1) any condition, circumstance, act, or event that, with
the giving of notice or the lapse of time,  would constitute a Mortgage Event of
Default, or (2) any Mortgage Event of Default.

     MORTGAGE   EVENT  OF   DEFAULT:   any  one  or  more  of  the   conditions,
circumstances, acts, or events set forth inss. 4.02 of the Mortgage.

     MORTGAGE INDEMNITEE: (1) WTC and Mortgagee, (2) each separate or additional
trustee appointed  pursuant to the Mortgage,  (3) Subordination  Agent, (4) each
Liquidity  Provider,  (5) Policy Provider,  (6) each Pass-Through  Trustee,  (7)
Paying Agent,  (8) Escrow Agent, (9) each Loan  Participant,  (10) each of their
respective  successors and assigns,  and (11) each of the  directors,  officers,
employees, and agents of such Persons .

     MORTGAGED PROPERTY: defined inss. 3.03 of the Mortgage.

     MORTGAGEE: Wilmington Trust Company, a Delaware banking corporation, not in
its individual capacity but solely as loan trustee under the Mortgage.

     MORTGAGEE AGREEMENTS:  the Participation  Agreement, the Mortgage, and each
other  agreement  between  Mortgagee  and any other  party to the  Participation
Agreement, relating to the Transactions, delivered on the Delivery Date.

     MORTGAGEE EVENT: (1) in the event of a reorganization  proceeding involving
Lessee  under  Chapter  11 of the  Bankruptcy  Code,  (a)  the  trustee  in such
proceeding or Lessee does not assume or agree to perform its  obligations  under
the Lease,  as contemplated  under Section 1110,  during the 60-day period under
ss.  1110(a)(1)(A)  of the  Bankruptcy  Code (or such longer period as may apply
under ss. 1110(b) of the Bankruptcy  Code), or (b) at any time after agreeing to
perform or assuming such  obligations,  such trustee or Lessee ceases to perform
such  obligations  with the result that the  Continuous  Stay Period comes to an
end, or (2) either the  Equipment  Notes become due and payable  pursuant to ss.
4.04(b) of the  Mortgage,  or Mortgagee  takes action or notifies  Owner Trustee
that it  intends  to take  action  to  foreclose  the  Lien of the  Mortgage  or
otherwise commence the exercise of any significant remedy in accordance with ss.
4.04(a) of the Mortgage.

     NET ECONOMIC RETURN:  Owner  Participant's net after-tax book yield,  using
the "multiple  investment  sinking  fund" method of analysis,  and aggregate and
present  value  (discounted  at 6% per  annum) of the net  after-tax  cash flow,
computed  both  through the EBO Date  (assuming  Lessee's  exercise of the early
buy-out option in ss. 17.3.1(a)(1) of the Lease) and through the end of the Base
Term, and computed on the basis of the same  methodology  and assumptions as the
initial  Owner   Participant  used  in  determining   Basic  Rent  payments  and
allocations,   Stipulated  Loss  Value   percentages,   and  Termination   Value
percentages,  as of the  Delivery  Date,  as such  assumptions  are adjusted for
events that have been the basis for  adjustments  to Basic Rent  pursuant to ss.
3.2.1(b) of the Lease or events  giving rise to indemnity  payments  pursuant to
ss. 5 of the Tax Indemnity Agreement;  PROVIDED, that, even if the initial Owner
Participant  transfers its interest,  Net Economic Return shall be calculated as
if the initial Owner  Participant had retained its interest;  PROVIDED  FURTHER,
that,  notwithstanding  the preceding proviso,  solely for purposes of ss. 11 of
the  Participation  Agreement  and  calculating  any  adjustments  to Basic Rent
payments and  allocations,  Stipulated Loss Values,  EBO Price,  and Termination
Values in  connection  with a  refunding  pursuant to such ss. 11 at a time when
Owner  Participant is a transferee (other than an Affiliate of the initial Owner
Participant), the after-tax yield (but not the after-tax cash flow) component of
Net Economic  Return shall be  calculated  on the basis of the  methodology  and
assumptions  used by the  transferee  Owner  Participant  as of the date when it
acquires its interest.

     NET  PRESENT  VALUE  OF  RENTS:  the  present  value,  as of  the  date  of
determination,  discounted at 10% per annum, compounded quarterly to the date of
determination,  of all unpaid  Basic  Rent  payments  during the  then-remaining
portion of the Base Term, expressed as a percentage of Lessor's Cost.

     NET WORTH for any  Person:  the excess of its total  assets  over its total
liabilities.

     NEW DEBT: debt securities in an aggregate principal amount specified in the
Re-Funding   Information,   with  such  principal   amount  not  to  exceed  the
then-outstanding  principal balance due under the then-existing  Equipment Notes
being re-funded.

     NON-U.S.  PERSON: any Person,  other than a United States person as defined
in Codess. 7701(a)(30).

     NOTE HOLDER: a registered holder of one or more Equipment Notes.

     NOTE  PURCHASE  AGREEMENT:  the Note  Purchase  Agreement,  dated as of the
Issuance  Date,  among American Trans Air,  Inc.,  Subordination  Agent,  Escrow
Agent,  Paying Agent, and  Pass-Through  Trustee under each  Pass-Through  Trust
Agreement, providing for the issuance and sale of Equipment Notes.

     OFFICER'S  CERTIFICATE  of any  party  to the  Participation  Agreement:  a
certificate signed by the Chairman, the President, any Vice President (including
those with varying ranks such as  Executive,  Senior,  Assistant,  or Staff Vice
President), the Treasurer, or the Secretary of such party.

     OPERATIVE AGREEMENTS: the Participation Agreement, the Trust Agreement, the
Purchase Agreement  Assignment,  the Guarantee,  the Consent and Agreement,  the
Engine Manufacturer  Warranty Agreement,  the Lease, the Mortgage,  the Bills of
Sale, the Tax Indemnity Agreement, and the Equipment Notes.

     OPERATIVE  INDENTURE:  an indenture  under which notes have been issued and
purchased by the Pass-Through Trustees pursuant to the Note Purchase Agreement.

     OP JURISDICTION: defined in Schedule 3 to the Participation Agreement.

     ORIGINAL AMOUNT of an Equipment Note: the stated original  principal amount
of such Equipment Note and, with respect to all Equipment  Notes,  the aggregate
stated original principal amounts of all such equipment notes.

     OWNER  PARTICIPANT:  the Person  executing the  Participation  Agreement as
"Owner  Participant";  except that,  after an Owner  Participant  Transfers  its
interest to a  successor  Owner  Participant,  such  transferor  shall not be an
"Owner  Participant"  (except  as  provided  in ss.  10.2  of the  Participation
Agreement) and the successor Owner Participant shall be the "Owner Participant".

     OWNER  PARTICIPANT  AGREEMENTS:   the  Participation   Agreement,  the  Tax
Indemnity Agreement,  the Trust Agreement and each other agreement between Owner
Participant and any other party to the Participation  Agreement  relating to the
Transactions, delivered on the Delivery Date.

     OWNER PARTICIPANT'S  PERCENTAGE:  the percentage of Lessor's Cost allocated
to Owner Participant in Schedule 2 to the Participation Agreement.

     OWNER  TRUSTEE:  First  Security  Bank,  National  Association,  a national
banking  association,  not in  its  individual  capacity,  except  as  expressly
provided in any Operative Agreement, but solely as Owner Trustee under the Trust
Agreement.

     OWNER TRUSTEE AGREEMENTS: the Participation Agreement, the Lease, the Trust
Agreement, the Mortgage, the Equipment Notes, the Purchase Agreement Assignment,
[the Engine Manufacturer  Warranty  Agreement,] and each other agreement between
Owner Trustee and any other party to the  Participation  Agreement,  relating to
the Transactions, delivered on the Delivery Date.

     PARTICIPANT: Owner Participant or a Loan Participant.

     PARTICIPATION AGREEMENT: Participation Agreement N___AT, dated the Delivery
Date, among Lessee,  Owner Participant,  Owner Trustee,  Pass-Through  Trustees,
Subordination Agent, and Mortgagee.

     PARTS:  all  appliances,  parts,  components,  instruments,  appurtenances,
accessories,  furnishings,  seats, and other equipment of whatever nature (other
than (1)  Engines or  engines,  and (2) any items  leased by Lessee from a third
party other than  Lessor)  from time to time  installed  or  incorporated  in or
attached or appurtenant to the Airframe or any Engine.

     PASS-THROUGH  AGREEMENTS:  the  Pass-Through  Trust  Agreements,  the  Note
Purchase  Agreement,  the  Deposit  Agreements,   the  Escrow  Agreements,   the
Intercreditor  Agreement,  the Policy and the Policy  Provider  Agreements,  the
Liquidity Facilities,  and the Fee Letters referred to in ss. 2.3 of each of the
Liquidity Facilities,  PROVIDED, that no amendment,  modification, or supplement
to, or  substitution  or replacement  of, any such Fee Letter shall be effective
for purposes of any obligation of Lessee, unless Lessee consents to it.

     PASS-THROUGH  CERTIFICATES:  the  pass-through  certificates  issued by the
Pass-Through  Trusts  (including any  pass-through  certificates  for which such
pass-through certificates may be exchanged).

     PASS-THROUGH  INDEMNITEES:  (1) Subordination  Agent,  Paying Agent, Escrow
Agent, Liquidity Provider,  Policy Provider, and Pass-Through Trustees, (2) each
Affiliate of a Person  described in the preceding clause (1), (3) the directors,
officers, employees, and agents of the Persons described in clauses (1) and (2),
and (4) the successors and permitted assigns of the Persons described in clauses
(1), (2), and (3).

     PASS-THROUGH  TRUST: each of the two separate  pass-through  trusts created
under the Pass-Through Trust Agreements.

     PASS-THROUGH TRUST AGREEMENT:  each of the two separate  pass-through trust
agreements,  dated  as of  the  Issuance  Date,  by  and  between  Lessee  and a
Pass-Through Trustee.

     PASS-THROUGH   TRUSTEE:   Wilmington  Trust  Company,  a  Delaware  banking
corporation,  not in its  individual  capacity  but  solely in its  capacity  as
trustee under each Pass-Through Trust Agreement.

     PASS-THROUGH   TRUSTEE  AGREEMENTS:   the  Participation   Agreement,   the
Pass-Through  Trust  Agreements,   the  Note  Purchase  Agreement,  the  Deposit
Agreements, the Escrow Agreements, and the Intercreditor Agreement.

     PAST-DUE RATE: defined in Schedule 1 to the Lease.

     PAYING AGENT:  Wilmington Trust Company,  as Paying Agent under each of the
Escrow Agreements.

     PAYMENT DATE:  each  __________,  __________,  __________,  and  __________
during  the  Term,  commencing  with the  first  such  date to occur  after  the
Commencement Date.

     PAYMENT  PERIOD:  each  of  the  consecutive  quarterly  periods  (or  such
applicable  shorter period  beginning on the Delivery Date or the first day of a
Renewal  Term)  during  the Term and  ending on a Payment  Date,  the first such
period commencing on and including the Delivery Date.

     PERMITTED AIR CARRIER:  (1) any  manufacturer  of  commercial  airframes or
commercial aircraft engines, or any Affiliate thereof, (2) any Permitted Foreign
Air Carrier, (3) any Person approved in writing by Owner Participant, or (4) any
U.S. Air Carrier.

     PERMITTED COUNTRY:  any country listed on Schedule 5 to the Lease,  subject
to the notes set forth on such Schedule.

     PERMITTED  FOREIGN AIR CARRIER:  any air carrier that (1) has its principal
executive  offices in a  Permitted  Country,  and (2) is  authorized  to conduct
commercial  airline  operations  and to  operate  jet  aircraft  similar  to the
Aircraft under the applicable Laws of such Permitted Country.

     PERMITTED  INSTITUTION:   any  bank,  trust  company,   insurance  company,
financial institution,  or corporation or limited liability company (other than,
without  Lessee's  consent,  a  commercial  air carrier,  a commercial  aircraft
operator,  a freight forwarder,  an airframe  manufacturer  (other than Airframe
Manufacturer) or aircraft engine manufacturer (other than Engine  Manufacturer),
or an Affiliate of any of the foregoing),  in each case with a combined  capital
and surplus or net worth of at least $50,000,000.

     PERMITTED  LIEN:  any Lien  described in clauses (a) through (g) ofss. 6 of
the Lease.

     PERMITTED SUBLEASE: a sublease permitted underss. 7.2.7 of the Lease.

     PERMITTED SUBLESSEE: the sublessee under a Permitted Sublease.

     PERSON  or  PERSON:  an  individual,  firm,  business,  partnership,  joint
venture,   trust,  trustee,   Government  Entity,   organization,   association,
corporation,   limited  liability  company,   government  agency,   governmental
committee,  governmental  department,  governmental authority, and other body or
organization,  corporate or incorporate, whether having distinct legal status or
not, or any member of any of the same.

     PLAN: any employee benefit plan within the meaning of ERISAss. 3(3), or any
plan within the meaning of Codess. 4975(e)(1).

     POLICY: defined inss. 1.1 of the Intercreditor Agreement.

     POLICY PROVIDER: [AIG].

     POLICY  PROVIDER   AGREEMENT:   defined  inss.  1.1  of  the  Intercreditor
Agreement.

     PRELIMINARY NOTICE: defined inss. 17.1 of the Lease.

     PTT PERCENTAGE with respect to each Pass-Through Trustee: the percentage of
Lessor's  Cost  allocated  to such  Pass-Through  Trustee  in  Schedule 2 to the
Participation Agreement.

     PURCHASE AGREEMENT:  shall mean Purchase Agreement No. _____ by and between
Lessee and the Airframe  Manufacturer,  dated as of __________,  2000, including
the exhibits and letter  agreements  appended thereto and  incorporated  therein
(except Letter Agreement Nos. __________, __________, and ----------).

     PURCHASE  AGREEMENT  ASSIGNMENT:  Purchase  Agreement and Engine Warranties
Assignment N___AT, dated the Delivery Date, between Lessee and Owner Trustee.

     PURCHASE DATE: the last Business Day of the Base Term or a Renewal Term, as
specified in any Purchase Notice.

     PURCHASE NOTICE: defined inss. 17.3.1 of the Lease.

     QIB: defined inss. 2.08 of the Mortgage.

     RE-FUNDING  CERTIFICATE:  a certificate of an authorized  representative of
Owner  Participant  delivered  pursuant  to  ss.  11.1.1  of  the  Participation
Agreement,  setting  forth  (1)  the  Re-Funding  Date  and  (2)  the  following
information,  subject  to  the  limitations  in  ss.  11  of  the  Participation
Agreement: (a) the principal amount of debt to be issued by Owner Trustee on the
Re-Funding  Date  which  amount  cannot  exceed the  outstanding  balance of the
existing Debt and (b) the proposed revised  schedules of Basic Rent payments and
allocations,  Stipulated Loss Value percentages,  Termination Value percentages,
the EBO Price, and the proposed Amortization Schedules, calculated in accordance
with ss. 3.2.1 of the Lease.

     RE-FUNDING DATE: the proposed date on which the outstanding Equipment Notes
will  be  redeemed  and  refinanced  pursuant  to ss.  11 of  the  Participation
Agreement.

     RE-FUNDING  INFORMATION:  the  information  set  forth  in  the  Re-Funding
Certificate  (other than the Re-Funding  Date),  as revised by any  verification
procedures demanded by Lessee pursuant to ss. 3.2.1(d) of the Lease.

     REGISTRATION  RIGHTS  AGREEMENT:   the  Exchange  and  Registration  Rights
Agreement dated the Issuance Date by and among  Guarantor,  Lessee,  and certain
initial  purchasers of the Pass-Through  Certificates  named therein,  providing
for, among other things,  the exchange  offer with respect to such  Pass-Through
Certificates to be registered under the Securities Act or the shelf registration
of such Pass-Through Certificates for a period specified therein.

     REMOVABLE PARTS: defined inss. D of Annex C to the Lease.

     RENEWAL NOTICE: defined inss. 17.2.1 of the Lease.

     RENEWAL  RENT:  the  basic  rent  payable  for a Renewal  Term,  determined
pursuant toss. 17.2.2 of the Lease.

     RENEWAL TERM: a one-year term for which the Lease is extended by Lessee (if
applicable) pursuant toss. 17 of the Lease.

     RENT: Basic Rent and Supplemental Rent.

     REPLACEMENT  AIRFRAME:  an airframe  substituted for the Airframe  pursuant
toss. 10 of the Lease.

     REPLACEMENT  ENGINE:  an engine  substituted  for an Engine pursuant to the
Lease.

     REPLACEMENT LIQUIDITY PROVIDER: defined in the Intercreditor Agreement.

     RETURN ACCEPTANCE SUPPLEMENT:  a Return Acceptance Supplement,  dated as of
the date the  Aircraft  is  returned to Lessor  pursuant  toss.  5 of the Lease,
entered into by Lessor and Lessee, substantially in the form of Exhibit B to the
Lease.

     SCHEDULED DELIVERY DATE: the expected Delivery Date that Lessee
notifies to each Participant,  Owner Trustee,  and Mortgagee pursuant to ss. 4.1
of the Participation Agreement,  which must be a Business Day not later than the
Commitment Termination Date.

     SCHEDULED EXPIRATION DATE: defined in Schedule 1 to the Lease.

     SEC: the  Securities and Exchange  Commission of the United States,  or any
Government  Entity  succeeding to the functions of the  Securities  and Exchange
Commission.

     SECTION 1110: Bankruptcy Codess. 1110.

     SECTION 1110 PERIOD: defined inss. 4.04(a) of the Mortgage.

     SECURED OBLIGATIONS: defined inss. 2.06 of the Mortgage.

     SECURITIES ACT: the Securities Act of 1933.

     SECURITY: a "security" as defined inss. 2(1) of the Securities Act.

     SELLER: _______________ [Lessee] [Airframe Manufacturer] [other].

     SENIOR HOLDER: defined inss. 2.16(c) of the Mortgage.

     SERIES: Series G or Series C.

     SERIES C or SERIES C EQUIPMENT  NOTES:  Equipment  Notes  issued  under the
Mortgage and  designated as "Series C"  thereunder,  in the Original  Amount and
maturities and bearing interest as specified in Schedule I to the Mortgage under
the heading "Series C".

     SERIES G or SERIES G EQUIPMENT  NOTES:  Equipment  Notes  issued  under the
Mortgage and  designated as "Series G"  thereunder,  in the Original  Amount and
maturities and bearing interest as specified in Schedule I to the Mortgage under
the heading "Series G".

     SIGNIFICANT   EXPENDITURE:   expenditures   in  excess  of  $5,000,000  for
non-severable   improvements  to  the  Aircraft  which   constitute   "Mandatory
Modifications" as defined inss. D of Annex C to the Lease.

     SIMILAR AIRCRAFT: defined in Schedule 1 to the Lease.

     SLV RATE: defined in Schedule 1 to the Lease.

     SPECIAL  DEFAULT:  (1)  Lessee's  failure to pay any amount of Basic  Rent,
Stipulated Loss Value,  or Termination  Value when due, or (2) any Lease Default
referred to inss. 14.5 of the Lease.

     STANDARD & POOR'S: Standard & Poor's Ratings Services.

     STIPULATED LOSS VALUE for the Aircraft:  (1) during the Base Term, Lessor's
Cost  multiplied by the  percentage in Schedule 3 to the Lease (as adjusted from
time to time in  accordance  with ss.  3.2.1  of the  Lease)  for the  pertinent
Stipulated  Loss  Value  Date,  and (2)  during  any  Renewal  Term,  the amount
determined pursuant to ss. 17.2.3 of the Lease.  Notwithstanding anything to the
contrary in any  Operative  Agreement,  Stipulated  Loss Value  shall  always be
sufficient to pay in full, as of the date of payment  thereof  (assuming  timely
payment of the Equipment Notes before such date), the unpaid principal amount of
all  Equipment  Notes  outstanding  as of such date,  together  with accrued and
unpaid  interest on all Equipment  Notes as of such date (without  regard to any
interest  accrued on the Equipment  Notes at a rate exceeding the Debt Rate). If
the event giving rise to an obligation to pay any  Stipulated  Loss Value occurs
and the  actual  date that the loss of tax  benefits  resulting  from such event
shall be earlier  or later than the date  assumed  in  calculating  the  federal
income tax consequences  reflected in the applicable Stipulated Loss Value, such
Stipulated Loss Value shall be  appropriately  adjusted  upwards or downwards to
reflect the actual date of such loss.

     STIPULATED  LOSS VALUE DATE for any month:  the day in that month specified
in Schedule 3 to the Lease or, if that day is not a Business  Day, the following
Business Day.

     SUBORDINATION AGENT: Wilmington Trust Company, as subordination agent under
the Intercreditor Agreement.

     SUBORDINATION AGENT AGREEMENTS:  the Participation Agreement, the Liquidity
Facilities, and the Intercreditor Agreement.

     SUPPLEMENTAL  RENT:  without  duplication,  (1) all  Expenses,  Transaction
Expenses,  and all other  amounts,  liabilities,  indemnities,  and  obligations
(other than Basic Rent, but including any Make-Whole Amount) that Lessee assumes
or  becomes  obligated  to pay or  agrees  to pay  under  any  Lessee  Operative
Agreement to or on behalf of Lessor or any other  Person,  including  Stipulated
Loss  Value,  Termination  Value,  and  indemnity  payments  under  ss. 9 of the
Participation  Agreement,  but  excluding  any  amount  as to  which  Lessee  is
obligated to pay a pro rata share pursuant to clause (5) of this definition, (2)
(a) to the extent not  payable  (whether  or not in fact paid) under ss. 6(a) or
ss. 6(b), as applicable, of the Note Purchase Agreement (as originally in effect
or amended with Owner Participant's  consent), the fees payable to (x) Liquidity
Provider under ss. 2.3 of each Liquidity Facility,  multiplied by a fraction the
numerator of which is the then-outstanding aggregate principal amount of all the
series of Equipment Notes, and the denominator of which is the  then-outstanding
aggregate  principal  amount of all  "Series G  Equipment  Notes" and  "Series C
Equipment Notes" (each as defined in the Note Purchase Agreement) and (y) Policy
Provider under ss.  3.02(d)(i) of the Policy Provider  Agreement and the related
Policy Fee Letter (as defined in the Policy Provider Agreement)  multiplied by a
fraction  the  numerator  of  which  shall  be  the  then-outstanding  aggregate
principal  amount of the Series G Equipment  Notes and the  denominator of which
shall be the then  outstanding  aggregate  principal  amount  of all  "Series  G
Equipment Notes" (as defined in the Note Purchase Agreement); (b) (x) the amount
equal to interest on any  Downgrade  Advance  (other than any Applied  Downgrade
Advance)  payable  under ss. 3.7 of each  Liquidity  Facility  minus  Investment
Earnings from such Downgrade  Advance,  multiplied by (y) the fraction specified
in the  foregoing  clause  (a)(x);  (c) (x) the amount  equal to interest on any
Non-Extension  Advance (other than any Applied  Non-Extension  Advance)  payable
under ss. 3.7 of each  Liquidity  Facility  minus  Investment  Earnings  on such
Non-Extension  Advance  multiplied by (y) the fraction specified in the forgoing
clause (a)(x); (d) if any payment default exists with respect to interest on any
series  of  Equipment  Notes,  (x) an amount  equal to  interest  on any  Unpaid
Advance,  Applied Downgrade Advance,  or Applied  Non-Extension  Advance payable
under ss.  3.7 of each  Liquidity  Facility  (or if Policy  Provider  has made a
payment in respect of such Advance to the Liquidity  Provider or, in the case of
the Series G Equipment  Notes, if Policy Provider has made a payment  equivalent
to such an Advance,  as would have been payable  under ss. 3.7 of the  Liquidity
Facility in respect of the Class G Certificates had such Advance been made) plus
any interest at the Past-Due Rate actually payable (whether or not in fact paid)
in respect of the overdue  scheduled  interest on the Equipment Notes in respect
of  which  such  Unpaid  Advance,   Applied   Downgrade   Advance,   or  Applied
Non-Extension  Advance was made by the applicable Liquidity Provider (or, in the
case of the Series G Equipment  Notes, an equivalent  payment was made by Policy
Provider)  multiplied by (y) a fraction the numerator of which is the sum of all
then-overdue  interest on the Equipment Notes (other than interest  becoming due
and payable solely as a result of acceleration of any Equipment Notes),  and the
denominator  of  which  shall  be the sum of all  then-overdue  interest  on all
"Series G Equipment  Notes" and "Series C Equipment  Notes"  (each as defined in
the Note  Purchase  Agreement)  (other than  interest  becoming  due and payable
solely as a result  of  acceleration  of any such  "Equipment  Notes");  and (e)
Lessor's  pro rata share of any other  amounts  owed to  Liquidity  Provider  by
Subordination  Agent as  borrower  under each  Liquidity  Facility  (other  than
amounts  due  as  repayment  of  advances  thereunder  or as  interest  on  such
advances), except to the extent payable pursuant to clause (a), (b), (c), or (d)
above,  (3) Lessor's pro rata share of all  compensation  and  reimbursement  of
expenses,  disbursements,  and advances  payable  under the  Pass-Through  Trust
Agreements, (4) Lessor's pro rata share of all compensation and reimbursement of
expenses and disbursements  (including  payments of indemnities)  payable either
(a) to  Subordination  Agent  under the  Intercreditor  Agreement,  except  with
respect to any income or  franchise  taxes  incurred by  Subordination  Agent in
connection with the transactions contemplated by the Intercreditor Agreement, or
(b) by Lessee to  Policy  Provider  under the  Policy  Provider  Agreement,  (5)
Lessor's  pro  rata  share  of  any  amount  payable  under  ss.  9.1  (and,  if
attributable   thereto,   ss.  9.5)  of  the  Participation   Agreement  to  any
Pass-Through  Indemnitee to the extent such amount  relates to, results from, or
arises  out of or in  connection  with (a) the  Pass-Through  Agreements  or the
enforcement of any of the terms of any of the Pass-Through  Agreements,  (b) the
offer,  sale,  or  delivery of the  Pass-Through  Certificates  or any  interest
therein or  represented  thereby,  or (c) any breach of or failure to perform or
observe,  or any other  noncompliance  with,  any covenant or agreement or other
obligation to be performed by Lessee under any  Pass-Through  Agreement,  or the
falsity  of any  representation  or  warranty  of  Lessee  in  any  Pass-Through
Agreement,  and (6) if Lessee requests any amendment to any Operative  Agreement
or  Pass-Through  Agreement,  Lessor's pro rata share of all reasonable fees and
expenses  (including  fees and  disbursements  of counsel) of Escrow  Agents and
Paying Agents in connection therewith payable by Pass-Through Trustees under the
Escrow Agreements. As used herein, (1) "LESSOR'S PRO RATA SHARE" means as of any
time a  fraction,  the  numerator  of  which is the  then-outstanding  principal
balance  of  Equipment  Notes,  and the  denominator  of which is the  aggregate
then-outstanding  principal  balance of all "Equipment Notes" (as each such term
is  defined  in each of the  Operative  Indentures),  "(2)  "Policy"  means  the
Certificate  Guaranty  Insurance  Policy  (including  the  endorsement  attached
thereto and  constituting a part thereof) issued by Policy Provider  pursuant to
the Policy Provider  Agreement,  and (3) "Policy  Provider  Agreement" means the
Insurance and  Indemnity  Agreement  dated as of the Policy  issuance date among
Lessee,   Subordination  Agent,  and  Policy  Provider.  For  purposes  of  this
definition,  "Applied Downgrade Advance", "Applied Non-Extension Advance", "Cash
Collateral   Account",   "Downgrade  Advance",   "Final  Advance",   "Investment
Earnings",  "Non-Extension Advance", and "Unpaid Advance" have the same meanings
as in each Liquidity Facility.

     TAX ATTRIBUTE  PERIOD:  the period from the Delivery Date through  December
31, 20__ [DELIVERY  DATE YEAR PLUS SEVEN] or such longer period of  depreciation
as may be allowable by reason of an indemnifiable  event under the Tax Indemnity
Agreement;

     TAX INDEMNITEE:  (1) FSB and Owner Trustee, (2) WTC and Mortgagee, (3) each
separate or additional  trustee appointed pursuant to the Trust Agreement or the
Mortgage,  (4) each  Participant,  (5) the Trust Estate and the Collateral,  (6)
Policy Provider,  and (7) the successors,  assigns, and agents of the foregoing.
For purposes of this definition,  the term "Owner Participant" shall include any
member of an  affiliated  group  (within the meaning of Code ss.  1504) of which
Owner Participant is a member at the pertinent time, if consolidated,  joint, or
combined  returns are filed for such  affiliated  group for federal,  state,  or
local income tax purposes.

     TAX INDEMNITY AGREEMENT: Tax Indemnity Agreement N___AT, dated the Delivery
Date, between Lessee and Owner Participant.

     TAXES:  all  fees  (including  license,   recording,   documentation,   and
registration fees), taxes, including income, gross receipt franchise sales, use,
rental, turnover,  business,  occupational,  excise,  value-added,  tangible and
intangible  property  and  stamp  taxes,  levies,   imposts,   duties,  charges,
assessments,  or  withholdings  of any nature  whatsoever  imposed by any Taxing
Authority,  and any penalties,  additions to tax, fines, or interest  thereon or
additions thereto.

     TAXING AUTHORITY:  any federal,  state, or local government or other taxing
authority in the United  States or its  possessions,  any foreign  government or
political  subdivision or taxing authority  thereof,  any  international  taxing
authority,  or any  territory  or  possession  of the  United  States  or taxing
authority thereof.

     TERM: the term,  commencing on the Delivery Date, for which the Aircraft is
leased  pursuant  to ss. 3 of the  Lease,  consisting  of the Base  Term and any
Renewal  Term(s);  PROVIDED,  that,  if at the  scheduled  end of the  Term  the
Aircraft or Airframe is being used,  or was within the previous six months being
used, by the U.S. Government pursuant to CRAF, the Term shall be deemed extended
for the period  necessary  to  accommodate  usage of the  Aircraft  or  Airframe
pursuant to CRAF plus six months  thereafter,  and Lessee  shall be obligated to
pay Basic Rent for any such  extension  period at a quarterly  rate equal to the
average of the Basic Rent paid  during the Base Term or the  applicable  Renewal
Term (whichever ended immediately before such extension).

     TERMINATION DATE: any Payment Date occurring after the seventh  anniversary
of the Delivery Date on which the Lease  terminates in accordance  withss.  9 of
the Lease.

     TERMINATION  VALUE  for  the  Aircraft:  Lessor's  Cost  multiplied  by the
percentage  in  Schedule  4 to the  Lease  (as  adjusted  from  time  to time in
accordance  with ss.  3.2.1 of the Lease) for the  pertinent  Termination  Value
Date.  Notwithstanding  anything  to the  contrary in any  Operative  Agreement,
Termination  Value shall always be  sufficient to pay in full, as of the date of
payment  thereof  (assuming  timely  payment of the Equipment  Notes before such
date), the unpaid principal amount of all Equipment Notes outstanding as of such
date,  together with accrued and unpaid  interest on all such Equipment Notes as
of such date (without regard to any interest accrued on the Equipment Notes at a
rate exceeding the Debt Rate).  If the event giving rise to an obligation to pay
any  Termination  Value occurs and the actual date that the loss of tax benefits
resulting  from such event  shall be  earlier or later than the date  assumed in
calculating  the federal  income tax  consequences  reflected in the  applicable
Termination  Value,  such  Termination  Value  shall be  appropriately  adjusted
upwards or downwards to reflect the actual date of such loss.

     TERMINATION  VALUE DATE for any month:  the day in such month  specified in
Schedule 4 to the Lease or, if such day is not a  Business  Day,  the  following
Business Day.

     THRESHOLD AMOUNT: defined in Schedule 1 to the Lease.

     TRANSACTION EXPENSES:  (1) the reasonable and actual fees and disbursements
incurred in  connection  with the  negotiation,  execution,  and delivery of the
Operative  Agreements  of (a)  Richards,  Layton & Finger,  special  counsel for
Mortgagee,  such  information to be furnished by Mortgagee,  (b) Ray,  Quinney &
Nebeker,  special  counsel for Owner  Trustee  under the Trust  Agreement,  such
information to be furnished by Owner Trustee, (c) FAA Counsel,  such information
to be furnished by Lessee,  (d) Dewey  Ballantine LLP,  special counsel to Owner
Participant  (as defined in  Schedule 3 to the  Participation  Agreement),  such
information  to be furnished  by Owner  Participant,  (e)  ____________________,
special counsel to the Loan  Participants,  such  information to be furnished by
Lessee, (f) Troutman Sanders LLP, special counsel to Lessee, such information to
be furnished by Lessee, and (g) Lessee Advisor, such information to be furnished
by Lessee, (2) all fees, taxes, and other charges payable in connection with the
recording or filing of instruments and financing statements, such information to
be  furnished  by  Lessee,  (3)  the  initial  fee  and  reasonable  and  actual
disbursements of Owner Trustee under the Trust Agreement, such information to be
furnished  by Owner  Trustee,  (4) the  initial  fee and  reasonable  and actual
disbursements of Mortgagee under the Mortgage,  such information to be furnished
by Mortgagee,  (5) the fee of the Appraiser with respect to the appraisal of the
Aircraft  referred  to in ss.  5.1.2(l)  of the  Participation  Agreement,  such
information to be furnished by Owner  Participant,  and (6) the equity placement
fee and reasonable disbursements of Lessee's Advisor(s),  such information to be
furnished by Lessee, and the Allocated EETC Expenses.

     TRANSACTIONS: the transactions contemplated by the Operative Agreements.

     TRANSFER: the transfer, sale, assignment, or other conveyance of all or any
interest in any property, right, or interest.

     TRANSFEREE:  a  Person  to whom  Owner  Participant,  Owner  Trustee,  Loan
Participant,  or Note Holder  purports or intends to Transfer  any or all of its
right,  title,  or interest in the Trust Estate or in its Equipment Note and the
Collateral,  as described  in ss.  10.1.1(a),  ss.  10.1.2,  or ss.  10.1.3 (but
excluding  participants in any  participation  referred to in ss. 10.1.3) of the
Participation Agreement.

     TRANSPORTATION CODE: subtitle VII of title 49, United States Code.

     TRUST: the trust created by the Trust Agreement.

     TRUST AGREEMENT:  Trust Agreement  N___AT,  dated as of __________ 1, 200_,
between Owner Participant and FSB.

     TRUST ESTATE: all Owner Trustee's estate, right, title, and interest in and
to the Aircraft, the Lease, the Purchase Agreement, [and the Engine Manufacturer
Warranty  Agreement,]  including all Basic Rent and Supplemental Rent (including
insurance proceeds and requisition, indemnity, or other payments of any kind for
of with respect to the Aircraft), but excluding any Excluded Payment.

     UCC:  the  Uniform   Commercial   Code  as  in  effect  in  any  applicable
jurisdiction.

     UNITED  STATES or U.S.:  the United States of America;  PROVIDED,  that for
geographic  purposes,  "United  States"  means the 50 states and the District of
Columbia of the United States of America.

     U.S.  AIR  CARRIER:  any United  States air carrier who is a Citizen of the
United  States  holding  an air  carrier  operating  certificate  issued  by the
Secretary of Transportation  pursuant to chapter 447 of the Transportation  Code
for aircraft  capable of carrying 10 or more  individuals or 6000 pounds or more
of cargo, and as to whom there is in force an air carrier operating  certificate
issued  pursuant  to FAR Part  121,  or who may  operate  as an air  carrier  by
certification or otherwise under any successor or substitute provisions therefor
or in the absence thereof.

     U.S.  GOVERNMENT:  the  federal  government  of the United  States,  or any
instrumentality or agency thereof the obligations of which are guaranteed by the
full faith and credit of the federal government of the United States.

     U.S. PERSON: any Person described in Codess. 7701(a)(30).

     WEIGHTED  AVERAGE LIFE TO MATURITY with respect to any  specified  Debt, at
the time of the determination  thereof: the number of years obtained by dividing
the Remaining Dollar Years of such Debt by the then-outstanding principal amount
of such  Debt.  "REMAINING  DOLLAR  YEARS"  means  the  amount  obtained  by (1)
multiplying the amount of each then-remaining  principal payment on such Debt by
the number of years  (calculated  at the nearest  one-twelfth)  that will elapse
between the date of  determination  of the Weighted  Average Life to Maturity of
such Debt and the date of that required  payment,  and (2) totaling the products
obtained in clause (1).

     WET LEASE: any arrangement  whereby Lessee or a Permitted  Sublessee agrees
to furnish the Aircraft,  the Airframe,  or any Engine to a third party pursuant
to which the Aircraft,  Airframe,  or Engine is at all times in the  operational
control of Lessee or a Permitted Sublessee,  PROVIDED, that Lessee's obligations
under the Lease shall continue in full force and effect notwithstanding any such
arrangement.

     WTC:  Wilmington Trust Company,  Delaware banking  corporation,  not in its
capacity as Mortgagee under the Mortgage, but in its individual capacity.