Exhibit 10.1 Ambassadair Asset Purchase Agreement

Exhibit 10.1

    


    ASSET
      PURCHASE AGREEMENT

    


    


    dated
      as of November 14, 2005

    


    


    by
      and among

    


    


    Grueninger
      Cruises and Tours, Inc.

    


    and

    


    Ambassadair
      Travel Club, Inc.

    


    and

    


    Amber
      Travel, Inc.

    


    and

    


    ATA
      Airlines, Inc.

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSET
      PURCHASE AGREEMENT

     

    This
      Asset Purchase Agreement (this "Agreement")
      is
      entered into as of November 14, 2005 (the "Execution
      Date")
      by and
      between Grueninger
      Cruises and Tours, Inc.,
      an
      Indiana corporation (""Buyer"),
      Ambassadair
      Travel Club, Inc., an
      Indiana corporation ("Ambassadair"),
      Amber
      Travel, Inc.,
      an
      Indiana corporation ("Amber"
      and
      collectively with Ambassadair, "Sellers"),
      and
ATA
      Airlines, Inc.,
      an
      Indiana corporation ("ATA").

     

    WHEREAS,
      Ambassadair, Amber and ATA each are wholly owned subsidiaries of Holdings,
      and

     

    WHEREAS,
      Holdings, Ambassadair, Amber and ATA are each Debtors in Chapter 11 proceedings
      pending in the United States Bankruptcy Court for the Southern District of
      Indiana; and

     

    WHEREAS,
      Ambassadair is a membership- based travel club that provides trips, tours and
      other travel services to its members; and

     

    WHEREAS,
      Amber is a travel agency that provides travel agency services in conjunction
      with the businesses of Ambassadair and ATA; and

     

    WHEREAS,
      Buyer is an experienced and financially capable, Indianapolis, Indiana based
      provider of tours, trips and other travel services which will pursuant to this
      Agreement purchase certain of the assets of Ambassadair, Amber and ATA and,
      as a
      manager acting on behalf of Ambassadair, will operate and complete certain
      Ambassadair tours and trips which have been sold by Ambassadair to Ambassadair
      members, and as the purchaser of Ambassadair assets, will offer benefits and
      travel opportunities to current and former members of Ambassadair.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants, representations, warranties
      and agreements herein contained, Buyer, Ambassadair, Amber and ATA hereby agree
      as follows:

     

    ARTICLE
      I  

     

    PURCHASED
      ASSETS AND PURCHASED
      ATA EQUIPMENT

     

    1.1.  Purchase
      and Sale of Assets.

     

    
      	(a)  	
              Upon
                and subject to the terms and conditions of this Agreement, (i) Buyer
                shall
                purchase from Sellers, and Sellers shall sell, transfer, convey,
                assign
                and deliver to Buyer, at the Closing, for the consideration specified
                in
                this Agreement, all of Sellers' respective rights, title and interests
                in,
                to and under the Purchased Assets, and (ii) Buyer shall purchase
                from ATA,
                and ATA shall sell, transfer, convey, assign and deliver to Buyer,
                at the
                Closing, for the consideration specified in this Agreement, all of
                ATA's
                rights, title and interests in, to and under the Purchased ATA Equipment,
                with all of the Assets, being sold, transferred, conveyed and assigned
                by
                the Sellers and ATA free and clear of all claims, liens, restrictions,
                encumbrances or security interests of any nature, as provided in
                the
                Approval Order. The Purchased ATA Equipment is identified on
                Schedule 2.4(ii) to this
                Agreement.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              The
                Parties acknowledge and agree that Sellers and ATA are not selling,
                assigning, or conveying to Buyer any of the Excluded Assets. The
                terms
                "Purchased Assets," " Purchased ATA Equipment" and "Assets," as used
                in
                this Agreement, do not include any of the Excluded
                Assets.

            


    

     

    1.2.  Assumption
      of Liabilities.

     

    Except
      as
      provided in Section 1.4 of this Agreement, Buyer shall not, directly or
      indirectly, assume or otherwise pay or perform any obligations, liabilities,
      claims or
      other
responsibilities
      of either of Sellers or ATA, including any relating to the ownership, operation
      or use of the Excluded Assets or the Businesses, and Buyer shall not assume
      any
      other liabilities of Sellers or ATA, of any character or description, including
      environmental liabilities, liabilities relating to current or former employees
      or any liabilities for any and all taxes (sales, property, income, corporate
      or
      otherwise).

     

    1.3.  Purchase
      Price. 

     

    In
      consideration of the assignment, transfer and conveyance to Buyer of all right,
      title, interest in and to the Assets and the other rights assigned, granted
      or
      transferred to Buyer pursuant hereto, and subject to the conditions and in
      accordance with the terms hereof, Buyer shall pay to the Sellers and ATA an
      aggregate Purchase Price of Three Hundred Thousand Dollars ($300,000.00) for
      the
      Assets, being allocated as follows: $50,000 to ATA for the Purchased ATA
      Equipment; and $250,000 to the Sellers for the Purchased Assets, with $25,000
      of
      this amount being allocated to Amber Travel for its part of the Purchased
      Assets, and the balance to Ambassadair for its part of the Purchased
      Assets.

     

    The
      Purchase Price will be paid as follows: (i) the sum of One Hundred Fifty
      Thousand Dollars ($150,000.00) cash at Closing, and (ii) the additional sum
      of
      One Hundred Fifty Thousand Dollars ($150,000.00) cash payable on January 2,
      2006.

     

    
      	(a)  	
              Release
                of Initial Deposit.
                In connection with that certain Letter Agreement executed between
                Sellers,
                ATA and Buyer on October 20, 2005 (the "Letter Agreement"), Buyer
                deposited for the account of Sellers One Hundred Thousand Dollars
                ($100,000), which deposit is held in the Trust Account of Baker &
                Daniels LLP (the "Initial Deposit"). Upon the closing of this Agreement
                and as a portion of the Purchase Price payable at Closing, Buyer
                shall
                authorize, in a writing addressed and delivered to Baker & Daniels
                LLP, the release and delivery to the Sellers as provided in this
                Agreement
                of the Initial Deposit as a cash credit of One Hundred Thousand Dollars
                ($100,000) to the Purchase Price. Of this payment, $25,000 shall
                be
                released and paid directly to Amber Travel and the balance shall
                be
                released and paid directly to
                Ambassadair.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              Supplemental
                Payment.
                In addition, at Closing, Buyer shall pay directly to ATA, by wire
                transfer
                of immediately available funds to an account designated by ATA, the
                sum of
                $50,000 (the "Supplemental
                Payment").

            


    

     

    
      	(c)  	
              January
                2, 2006 Payment
                Buyer shall pay directly to Ambassadair, without relief from valuation
                and
                appraisement laws, the remaining balance of the Purchase Price, being
                $150,000, on January 2, 2006. This payment shall be made by wire
                transfer
                of immediately available funds to an account designated by Ambassadair.
                In
                the event this payment is not paid when due, the unpaid principal
                balance
                thereof shall bear interest at the rate of 12% per annum until paid
                in
                full, and Ambassadair shall be entitled to payment of all reasonable
                attorneys' fees incurred in the collection
                thereof.

            


    

     

    1.4.  Contracted
      Trips. 

     

    
      	(a)  	
              Buyer
                agrees to serve as manager of all operations of Ambassadair from
                and after
                the Closing relating to the providing, performance, delivery and
                completion of the Contracted Trips and the Remaining 2005 Trips (as
                those
                terms are defined in Article IX) and to manage, supervise and handle
                the
                refunding, return and repayment (from Restricted Cash or by an applicable
                credit card processor with a credit card holdback) of amounts paid
                to
                Ambassadair for cancelled Contracted Trips or cancelled Remaining
                2005
                Trips to those members/purchasers who are entitled to such refunds,
                returns and repayments. In addition, in the event as of the Closing
                there
                are refunds or repayments yet to be made by Ambassadair to
                members/purchasers for trips previously cancelled and for which there
                are
                funds for such refunding or repayment held in Restricted Cash or
                Customer
                Accounts Receivable, Buyer will manage and supervise the refunding
                and
                repayment of such funds by
                Ambassadair.

            


    

     

    
      	(b)  	
              Ambassadair
                shall pay to Buyer a one-time payment of $85,000 on January 2, 2006
                (which
                payment Buyer may credit against the balance of the Purchase Price
                payment
                due to Ambassadair on that date) for the management of the remaining
                2005
                Trips pursuant to this Agreement.

            


    

     

    
      	(c)  	
              Buyer
                shall exercise in its performance of its duties as manager the same
                care
                as it exercises in the ordinary course of its business the management,
                supervision, selling and providing of trips and
                tours.

            


    

     

    
      	(d)  	
              After
                Closing, Buyer, as manager of the Contracted Trips, shall have the
                right
                to cancel or modify Contracted Trips consistent with the policies
                of
                Ambassadair. Ambassadair retains the right to cancel any of the Remaining
                2005 Trips from time to time in accordance with its policies. In
                particular, Buyer is to review and re-evaluate from time to time
                after
                Closing each Contracted Trip to determine if the remaining costs
                to be
                incurred in the providing and completion of that Contracted Trip
                (after
                allowance for Prepaid Expenses and Other Deposits related to that
                Contracted Trip) do not exceed the sum of the Customer Accounts Receivable
                and Restricted Cash held by Ambassadair for that Contracted Trip,
                plus net
                revenues generated to Buyer from its sale for its own account of
                additional participation by members of Ambassadair or other persons
                in
                that Contracted Trip. If a Contracted Trip does not, in Buyer's business
                judgment, satisfy this financial test (such a Contracted Trip being
                called
                an "Underfunded Trip"), Buyer, as manager, may cancel the Underfunded
                Trip
                in accordance with and pursuant to Ambassadair policies for cancellation.
                

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Buyer
      shall have until November 23, 2005, to notify Ambassadair of its decision to
      cancel any Contracted Trips which have a departure date in January, 2006. Buyer
      shall have until December 12, 2005, to notify Ambassadair of Buyer's decision
      to
      cancel any Contracted Trips which have a departure date in February, 2006.
      Buyer
      shall have until December 27, 2005, to notify Ambassadair of Buyer's decision
      to
      cancel any Contracted Trips which has a departure date in March, 2006. If Buyer,
      as manager, does not provide Ambassadair a notice of its election to cancel
      a
      Contracted Trip by the cancellation notification deadline for that particular
      Contracted Trip as stated in this paragraph (any such Contracted Trip for which
      there has not been a timely notice of an election to cancel from the Buyer
      to
      Ambassadair being called an "Accepted Trip"), then even if that Accepted Trip
      is
      an Underfunded Trip, Buyer shall be responsible for and shall pay any costs
      for
      the providing, operating and completion of that Accepted Trip to the extent
      such
      costs are not covered by or reimbursed from the Prepaid Expenses and Other
      Deposits, Customer Accounts Receivable and Restricted Cash for that Accepted
      Trip. Buyer may elect to cancel an Accepted Trip, but Buyer shall be liable
      to
      pay to Ambassadair all additional losses suffered by Ambassadair as the result
      of any increase in penalties, forfeitures, reductions in refund percentages
      and
      other losses of Prepaid Expenses and Other Deposits for that particular Accepted
      Trip which result from Ambassadair not being able to cancel contractual
      commitments with the providers who have the Prepaid Expenses and Other Deposits
      within two days of the date when Buyer could have last given a notice of its
      election to cancel in order to keep the Accepted Trip from becoming an Accepted
      Trip. 

     

    It
      is
      understood that Buyer, as manager, will be required to advance funds to pay
      costs of providing and completing Contracted Trips which are to be reimbursed
      from Restricted Cash and Customer Accounts Receivable related to that Contracted
      Trip. Buyer shall not be entitled to any interest on these advances, but shall
      be entitled to reimbursement from Ambassadair for all such advances from such
      Restricted Cash, when released from restriction, and such Customer Accounts
      Receivable, when proceeds thereof are received, such reimbursement not to exceed
      the amount of such Restricted Cash and Customer Accounts
      Receivable.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    In
      the
      event, as respects any Accepted Trip which is completed, there is a residual
      balance, after full reimbursement of Buyer's advances as provided above, of
      proceeds from the release of the Restricted Cash for that Accepted Trip and
      the
      proceeds received from Customer Accounts Receivable, such residual balance
      shall
      be paid to Buyer as its compensation for management of the Contracted
      Trips.

     

    
      	(e)  	
              Buyer
                shall be entitled at its option to sell, on its own account and not
                as
                manager participation, to any persons, including existing members
                of
                Ambassadair, in Contracted Trips from and after the Closing. It is
                recognized that many of the Contracted Trips may avoid being Underfunded
                Trips if Buyer is able to sell additional participation in the Contracted
                Trip. In the event a Contracted Trip, including an Accepted Trip,
                on which
                Buyer has sold participation, becomes a cancelled Contracted Trip,
                Buyer
                shall be solely responsible for all refunds and repayments to those
                persons who purchased participation in the Contracted Trip from or
                through
                Buyer. Buyer shall not be entitled to any other compensation for
                its
                service as manager of the Contracted Trips, except as provided by
                the
                terms of this Agreement.

            


    

     

    
      	(f)  	
              Ambassadair
                shall be entitled to handle on its own the communications with third
                party
                providers required to cancel and obtain refunds with respect to any
                Contracts related to any the Remaining 2005 Trips which may be cancelled
                or to cancel and obtain refunds with respect to any of the Contracts
                related to Contracted Trips which may be
                cancelled.

            


    

     

    
      	(g)  	
              At
                the Closing, ATA shall grant Buyer a paid up, non-exclusive license
                to use
                the AIRAS operation and reservation software of ATA in the performance
                of
                its duties as manager of the Contracted Trips, for the entire period
                in
                which Buyer is serving as manager for the Contracted
                Trips.

            


    

     

    1.5.  The
      Closing.

     

    
      	(a)  	
              The
                consummation of the purchase, assignment and transfer of all right,
                title
                and interest in and to the Assets shall take place at the offices
                of Baker
                & Daniels, LLP, 300 North Meridian Street, Suite 2700, Indianapolis,
                Indiana, subject to the satisfaction or waiver of the conditions
                set forth
                in Article V, as soon as practical, but in no event later than November
                18, 2005 (the "Closing Date"). All transactions at the Closing shall
                be
                deemed to take place simultaneously, effective 12:01 a.m. on the
                Closing
                Date, and no transaction shall be deemed to have been completed and
                no
                documents or certificates shall be deemed to have been delivered
                until the
                Transactions are completed and all documents and certificates are
                delivered.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              At
                the Closing:

            


    

     

    
      	(i)  	
              Sellers
                and ATA shall each execute and deliver to Buyer the Master Bills
                of
                Sale-ATA and Master Bill of Sale-Sellers, and
                such other instruments of conveyance and assignment as Buyer may
                reasonably request in order to effect the sale, transfer, conveyance
                and
                assignment to Buyer of the Assets;
                and

            


    

     

    
      	(ii)  	
              Buyer
                shall authorize the release and payment to Sellers of the Initial
                Deposit,
                and shall have paid the Supplemental Payment to ATA.
                

            


    

     

    1.6.  Allocation.
      Unless
      extended by agreement of the Parties, Buyer shall, within sixty (60) days after
      the Closing Date, prepare and deliver to Sellers for their consent (which
      consent shall not be unreasonably withheld, conditioned or delayed) a schedule
      allocating to Sellers the Purchase Price (less the Fifty Thousand Dollars
      ($50,000.00) paid to ATA) among the Purchased Assets, all in accordance with
      Treasury Regulation 1.1060-1T (or any comparable provisions of state or local
      tax law) or any successor provision. If Sellers do not give their consent,
      Buyer
      and Sellers will negotiate in good faith to resolve such objections. Buyer
      and
      Sellers shall report and file all Tax Returns (including amended Tax Returns
      and
      claims for refund) consistent with the allocation, if any, consented to, or
      required to be consented to, by Sellers , and shall take no position contrary
      thereto or inconsistent therewith (including, without limitation, in any audits
      or examinations by any taxing authority or any other proceedings). Buyer and
      Sellers shall cooperate in the filing of any forms (including Form 8594) with
      respect to such allocation. If and to the extent the Parties are unable to
      agree
      on such allocation, each shall be free to make its own allocation for tax
      purposes. Notwithstanding any other provisions of this Agreement, the foregoing
      shall survive the Closing Date without limitation. 

     

    1.7.  Further
      Assurances.
      At any
      time and from time to time after the Closing without further consideration,
      the
      Parties shall each execute and deliver such other instruments of sale, transfer,
      conveyance and assignment and take such actions as the other Parties reasonably
      may request to
      accomplish the Transactions contemplated hereby.

     

    1.8.  Acknowledgment.
      Buyer
      acknowledges and agrees that it is acquiring the Assets "As Is" and "Where
      is",
      WITHOUT WARRANTY, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH EXPRESSLY IN
      THIS
      AGREEMENT. SELLERS AND ATA DISCLAIM ALL OTHER EXPRESS WARRANTIES AND DISCLAIM
      ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY
      OR
      FITNESS FOR A PARTICULAR PURPOSE. 

     

    1.9.   Executory
      Contracts.
      Buyer
      shall have forty-five (45) days following the Closing Date to designate those
      executory contracts to which either of Sellers is a party ("Contracts") that
      it
      desires to assume by providing written notice thereof to Sellers. Buyer shall
      not assume any Contracts for the purchase of services to be provided on any
      Remaining 2005 Trips, or any cancelled Contracted trip, unless buyer pays to
      Ambassadair the Prepaid Expenses and Other deposits made by Ambassadair with
      respect to that assumed Contract. Buyer will be responsible to pay any and
      all
      amounts required to cure any defaults to allow for the assumption of the
      Contracts which Buyer elects to assume. Sellers shall, at Seller's expense,
      obtain an appropriate court order authorizing the assumption and assignment
      of
      those Contracts being so assumed by Buyer, provided that it shall be Buyer's
      responsibility to demonstrate "adequate assurance of future performance" under
      the applicable Contracts. Sellers shall cooperate reasonably with Buyer in
      its
      election to assume or renegotiate any of the Contracts. Buyer shall be
      unconditionally liable and responsible for the payment, satisfaction,
      performance and discharge of all Contracts assumed by Buyer.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    1.10.  From
      the
      Closing Date until April 30, 2006, Buyer may be present in and perform its
      management services from the office space currently occupied by Ambassadair
      (the
      "Ambassadair Office Space"); provided that the occupied space may be reduced
      at
      ATA's option from time to time to adjust to the reduced number of employees
      of
      Buyer who will be working in the Ambassadair Office Space, and provided further
      that Buyer shall reimburse ATA monthly within 15 days of receipt of invoice
      from
      ATA for a pro-rata portion of actual cash costs incurred by ATA associated
      with
      the occupancy and use of the Ambassadair Office Space, other than rent. Buyer
      shall be entitled to leave the Purchased ATA Equipment in the Ambassadair Office
      Space during this period. In addition, until the Contracted Trips are completed,
      Sellers and/or ATA will cause all telephonic, electronic, and other inquiries
      regarding Contracted Trips to be forwarded to personnel designated by
      Buyer.

     

    ARTICLE
      II  

     

    


     

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND ATA

     

    Sellers
      and ATA represent and warrant to Buyer that the statements contained in this
      Article II are true and correct as of the date of this Agreement and will be
      true and correct as of the Closing as though made as of the Closing, except
      to
      the extent such representations and warranties are specifically made as of
      a
      particular date (in which case such representations and warranties will be
      true
      and correct as of such date). Sellers
      and ATA's representations and warranties shall survive the Closing.

     

    2.1.  Organization,
      Qualification and Corporate Power.
      Amber
      is a corporation duly organized and validly existing under the laws of the
      State
      of Indiana. Ambassadair is a corporation duly organized and validly existing
      under the laws of the State of Indiana. ATA is a corporation duly organized
      and
      validly existing under the laws of the State of Indiana. Sellers and ATA are
      each duly qualified to conduct business under the laws of each jurisdiction
      where the nature of the business conducted by it or the properties owned or
      leased by it require qualification, except for those jurisdictions in which
      the
      failure to be so qualified, individually or in the aggregate, has not had and
      would not reasonably be expected to have a Seller Material Adverse Effect.
      Sellers and ATA each have all requisite corporate power and authority to carry
      on the businesses in which they are engaged, and to own and use the
      Assets.

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    2.2.  Authorization
      of Transaction.
      Sellers
      and ATA each has the requisite corporate power and authority to execute this
      Agreement and the Ancillary Agreements, and pursuant to the Approval Order,
      Sellers and ATA each have the requisite power and authority to perform its
      respective obligations under this Agreement and the Ancillary Agreements. The
      execution and delivery of this Agreement and the Ancillary Agreements have
      been
      (or will be at the time of execution thereof) duly authorized by all necessary
      corporate or other organizational action on the part of Sellers and ATA. This
      Agreement has been duly and validly executed and delivered by Sellers and ATA
      and constitutes, and each of the Ancillary Agreements, upon its execution and
      delivery by Sellers or ATA, will constitute, a valid and binding obligation
      of
      Sellers and ATA, enforceable against the Sellers and ATA in accordance with
      its
      terms.

     

    2.3.  Non-contravention.
      Neither
      the execution and delivery by Sellers and ATA of this Agreement or the Ancillary
      Agreements, nor the consummation by Sellers and ATA of the Transactions will
      (a)
      conflict with or violate any provision of the Certificate of
      Incorporation or
      Bylaws
      of Sellers and ATA, (b) conflict with, result in a breach of, constitute (with
      or without due notice or lapse of time or both) a default under, result in
      the
      acceleration of obligations under, create in any party the right to terminate,
      modify or cancel, or require any notice, consent or waiver under, any contract
      or instrument to which Sellers or ATA is a party or by which Sellers or ATA
      is
      bound or to which any of its respective assets is subject, except for (i) any
      conflict, breach, default, acceleration, termination, modification or
      cancellation which, individually or in the aggregate, would not have a Seller
      Material Adverse Effect and would not adversely affect the consummation of
      the
      Transactions, or (ii) any notice, consent or waiver, the absence of which,
      individually or in the aggregate, would not have a Seller Material Adverse
      Effect and would not adversely affect the consummation of the Transactions,
      (c)
      result in the imposition of any security interest upon the Assets, or (d)
      violate any order, writ, injunction, decree, statute, rule or regulation
      applicable to Sellers or ATA or any of the Assets.

     

    2.4.  Ownership
      and Condition of Assets.
      One of
      the Sellers as the true and lawful owner, has good marketable title to, all
      of
      the Purchased Assets and ATA, as the true and lawful owner has good and
      marketable title to all of the Purchased ATA Assets. Sellers and ATA each have
      the authority to transfer the Purchased Assets to Buyer free and clear of all
      claims, liens, restrictions, encumbrances or security interests of any nature
      as
      provided in the Approval Order. Schedule
      2.4(ii)
      sets
      forth a complete identification of the Purchased ATA Equipment.

     

    2.5.  Disclosure.
      No
      representation or warranty by Sellers or ATA contained in this Agreement or
      any
      other document, certificate or other instrument delivered or to be delivered
      by
      or on behalf of Sellers or ATA pursuant to this Agreement, contains or will
      contain any untrue statement of a material fact or omits or will omit to state
      any material fact necessary, in light of the circumstances under which it was
      or
      will be made, in order to make the statements herein or therein not misleading.
      

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III  

     

    


     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      represents and warrants to Sellers, ATA and Holdings that the statements
      contained in this Article III are true and correct as of the date of
      this
      Agreement and will be true and correct as to the Closing as though made as
      of
      the Closing. Buyers' representations and warranties shall survive the
      Closing.

     

    3.1.  Organization
      and Corporate Power.
      Buyer
      is a corporation duly organized and validly existing under the laws of the
      State
      of Indiana. Buyer is duly qualified to conduct business under the laws of each
      jurisdiction where the nature of the business to be conducted by it after the
      Closing or the properties to be owned or leased by it after the Closing require
      qualification. Buyer has all requisite corporate power and authority to carry
      on
      the businesses in which it is engaged and to own and use the properties owned
      and used by it.

     

    3.2.  Authorization
      of the Transaction.
      Buyer
      has all requisite power and authority to execute and deliver this Agreement
      and
      the Ancillary Agreements and to perform its obligations hereunder and
      thereunder. The execution and delivery by Buyer of this Agreement and the
      Ancillary Agreements and the consummation by Buyer of the Transactions have
      been
      duly and validly authorized by all necessary corporate action on the part of
      Buyer. This Agreement has been duly and validly executed and delivered by Buyer
      and constitutes a valid and binding obligation of Buyer, enforceable against
      it
      in accordance with its terms.

     

    3.3.  Non-contravention.
      Neither
      the execution and delivery by Buyer of this Agreement or the Ancillary
      Agreements, nor the consummation by Buyer of the Transactions will (a) conflict
      with or violate any provision of the Certificate of Incorporation or Bylaws
      of
      Buyer, (b) conflict with, result in breach of, constitute (with or without
      due
      notice or lapse of time or both) a default under, result in the acceleration
      of
      obligations under, create in any party any right to terminate, modify or cancel,
      or require any notice, consent or waiver under, any contract or instrument
      to
      which Buyer is a party or by which it is bound or to which any of its assets
      is
      subject, or (c) violate any order, writ, injunction, decree, statute, rule
      or
      regulation applicable to Buyer or any of its properties or assets.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV  

     

    


     

    PRE-CLOSING
      COVENANTS

     

    4.1.  Closing
      Efforts.
      Each of
      the Parties shall use its Reasonable Best Efforts to take all actions and to
      do
      all things necessary, proper or advisable to consummate the Transactions,
      including using its Reasonable Best Efforts to insure that (i) its
      representations and warranties remain true and correct in all material respects
      through the Closing Date and (ii) the conditions to the obligations of the
      other
      Party to consummate the Transactions are satisfied.

     

    4.2.  Operating
      Businesses Pending Closing Date.Pending
      the Closing of the Transactions, Ambassadair shall operate its Businesses in
      a
      manner consistent with its current practices, and with Buyer being allowed
      to
      participate on-site in the oversight of operations related to Contracted Trips.
      Pending Closing, Sellers shall not enter into, modify or negotiate the terms
      of
      any Material
      Contract
      affecting the Assets without the approval of Buyer, which approval shall not
      be
      unreasonably withheld or delayed. Buyer will provide such approval, in its
      sole
      discretion, on a timely basis such that Ambassadair will be able to operate
      its
      Businesses in the ordinary course. 

     

    ARTICLE
      V  

     

    


     

    CONDITIONS
      TO CLOSING

     

    5.1.  Conditions
      to Obligations of Each Party.
      The
      obligations of Buyer, Sellers and ATA to consummate the Transactions to be
      consummated at the Closing, is subject to the Approval Order having been entered
      by the Bankruptcy Court.

     

    5.2.  Conditions
      to Obligations of Buyer.
      The
      obligations of Buyer shall not be subject to, or conditioned upon, any further
      due diligence by Buyer, or to any financing or other capital availability
      contingency. The obligation of Buyer to consummate the Transactions to be
      consummated at the Closing is subject to the satisfaction of, at or prior to
      Closing, all of the following additional conditions, any one or more of which
      may be waived in writing at the option of Buyer:

     

    
      	(a)  	
              All
                representations and warranties of Sellers and ATA in this Agreement,
                or in
                any exhibit, schedule or document delivered pursuant hereto, shall
                be true
                and correct in all material respects, in each case when made and
                on and as
                of the Closing Date as if made on and as of that date.
                

            


    

     

    
      	(b)  	
              All
                of the terms, covenants and conditions to be complied with and performed
                by Sellers and ATA on or prior to the Closing Date shall have been
                complied with or performed in all material respects.
                

            


    

     

    
      	(c)  	
              No
                action, suit or proceeding (including, without limitation, any proceeding
                over which the Bankruptcy Court has jurisdiction under 28 U.S.C.
§157(b)
                and (c)) shall be pending or overtly threatened by or before any
                Governmental Authority or pending or overtly threatened by any other
                Person to enjoin, restrain, prohibit or obtain substantial damages
                or
                significant equitable relief in respect of or related to any of the
                Transactions.

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	(d)  	
              Buyer
                shall have obtained employment arrangements between Buyer and key
                personnel of Sellers as reasonably determined by
                Buyer.

            


    

     

    
      	(e)  	
              There
                is no material adverse change in the condition of the Assets prior
                to
                Closing.

            


    

     

    5.3.  Conditions
      to Obligations of Sellers and ATA.
      The
      obligation of Sellers or ATA to consummate the Transactions to be consummated
      at
      the Closing is subject to the satisfaction of, at or prior to Closing, all
      of
      the following additional conditions, any one or more of which may be waived
      in
      writing at the option of Sellers and ATA:

     

    
      	(a)  	
              All
                representations and warranties of Buyer made in this Agreement or
                in any
                exhibit, schedule or document delivered pursuant hereto shall be
                true and
                correct in all material respects, in each case when made and as of
                the
                Closing Date as if made on and as of that date (other than such
                representations or warranties that expressly speak only as of an
                earlier
                date).

            


    

     

    
      	(b)  	
              All
                of the terms, covenants and conditions to be complied with and performed
                by Buyer on or prior to the Closing Date shall have been complied
                with or
                performed in all material respects.

            


    

     

    
      	(c)  	
              No
                action, suit or proceeding (including, without limitation, any proceeding
                over which the Bankruptcy Court has jurisdiction under 28 U.S.C.
                § 157(b) and (c)) shall be pending or overtly threatened by
                or before
                any Governmental Authority or pending or overtly threatened by any
                other
                Person to enjoin, restrain, prohibit or obtain substantial damages
                or
                significant equitable relief in respect of or related to any of the
                Transactions, or that would be reasonably likely to prevent or make
                illegal the consummation of the Transactions, and any such actions,
                suits
                or proceedings that have theretofore been brought and determined
                shall
                have become final orders without having any of the foregoing and
                without
                the imposition of any condition or requirement on Sellers and
                ATA.

            


    

     

    
      	(d)  	
              Buyer
                shall have demonstrated to Ambassadair's reasonable satisfaction
                that
                Buyer has added adequate staffing of qualified and experienced personnel
                to provide the management services required pursuant to this Agreement
                and
                is capitalized and financially able to serve as Ambassadair's manager
                for
                the Remaining 2005 Trips and the Contracted Trips in accordance with
                the
                terms of this Agreement.

            


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI  

     

    


     

    POST-CLOSING
      COVENANTS

     

    6.1.  Sharing
      of Records.
      Buyer
      shall have the right for a period of seven years following the Closing Date
      to
      have reasonable access to those books, records and accounts that are retained
      by
      Sellers and ATA pursuant to the terms of this Agreement to the extent that
      any
      of the foregoing is needed by Buyer for the purpose of complying with its
      obligations under applicable laws and regulations. 

     

    6.2.  No
      Hiring.
      Effective upon Closing but terminating upon the earlier of one year from the
      date of Closing and any earlier date on which Buyer defaults in the payment
      of
      any amount payable under this Agreement to either of Sellers or ATA, , Holdings,
      Sellers and ATA agree not, directly or indirectly, to hire, engage or employ
      any
      Designated Buyer Employee. As used herein, the term "Designated Buyer Employee"
      means a person (including any current employees of ATA, Ambassadair or Amber)
      who within sixty (60) days after the Closing with Buyer becomes an employee
      of
      Buyer and for whom Buyer has given am employment notification to ATA by written
      notice. 

     

    ARTICLE
      VII  

     

    


     

    INDEMNIFICATION

     

    7.1.  Indemnification
      by Sellers.
      Sellers
      shall defend and indemnify Buyer, for a period of twelve (12) months after
      the
      Closing Date (provided if any claim for indemnity is made by Buyer within such
      twelve (12) month period Sellers' duty to indemnify shall continue until the
      claim is resolved), in respect of, and hold Buyer harmless against, any
      liability, claim, loss, damage or expense incurred or suffered by Buyer
      resulting from, relating to or constituting:

     

    
      	(a)  	
              any
                breach, as of the date of this Agreement or as of the Closing Date,
                of any
                representation or warranty of Sellers and ATA contained in this Agreement
                or any Ancillary Agreement; any claim or liability related to the
                Excluded
                Assets, any claim relating to Sellers and ATA's ownership, use or
                operation of the Assets prior to Closing; any liabilities obligations
                or
                indebtedness of Sellers or ATA whether incurred or arising before
                or after
                Closing;

            


    

     

    
      	(b)  	
              any
                failure to perform any covenant or agreement of Sellers and ATA contained
                in this Agreement or any Ancillary Agreement;
                or

            


    

     

    
      	(c)  	
              any
                claim asserted by any third person against Buyer solely based on
                Buyer's
                status as manager of the Contracted Trips, or based on any act or
                omission
                taken or not taken in good faith by Buyer, as manager of the Contracted
                Trips, excluding only claims for obligations, costs or liabilities
                for
                which Buyer is to be responsible under the terms of this Agreement
                and
                claims based on any purported gross negligence or wilful misconduct
                of
                Buyer.

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    7.2.  Limitation
      on Indemnification by Sellers .
      Notwithstanding anything contained herein to the contrary, Sellers' liability
      for indemnity claims under Section 7.1 of this Agreement is limited to an amount
      equal to the Purchase Price.

     

    7.3.  Indemnification
      by Buyer.
      Buyer
      shall indemnify Sellers, ATA and Holdings in respect of, and hold each harmless
      against, any and all liability, claim, loss, damage or expense incurred or
      suffered by any resulting from, relating to or constituting:

     

    
      	(a)  	
              any
                breach, as of the date of this Agreement or as of the Closing Date,
                of any
                representation or warranty of Buyer contained in this Agreement or
                any
                Ancillary Agreement; 

            


    

     

    
      	(b)  	
              any
                failure to perform any covenant or agreement of Buyer contained in
                this
                Agreement or any Ancillary Agreement;
                or

            


    

     

    
      	(c)  	
              any
                sales, use or other taxes which may be claimed to be payable by Buyer
                in
                connection with the Transactions, or any failure of Sellers and ATA
                to
                collect any such taxes from Buyer. 

            


    

     

    7.4.  Limitation
      on Indemnification by Buyer.
      Notwithstanding anything contained herein to the contrary, Buyer's aggregate
      liability for indemnity claims under Section 7.3
      of this
      Agreement is limited to an aggregate sum of $300,000.

     

    7.5.  Exclusive
      Remedy.
      Except
      with respect to claims based on fraud, after the Closing, the rights of the
      Parties under this Article VII shall be the exclusive remedy of the Parties
      with
      respect to claims resulting from or relating to any misrepresentation, breach
      of
      warranty or failure to perform any covenant or agreement contained in this
      Agreement or any Ancillary Agreement.

     

    


    ARTICLE
      VIII  

     

    


     

    TERMINATION

     

    8.1.  Termination
      of Agreement.
      The
      Parties may terminate this Agreement prior to the Closing, as provided
      below:

     

    
      	(a)  	
              Mutual
                Agreement.
                Parties may terminate this Agreement by written agreement among all
                the
                Parties 

            


    

     

    
      	(b)  	
              By
                Buyer.
                Buyer may terminate this Agreement by giving written notice to Sellers
                and
                ATA in the event:

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	(i)  	
              Either
                Sellers or ATA are in breach of any of their respective representations,
                warranties or covenants contained in this Agreement, and such breach,
                (i)
                would cause the conditions set forth in Sections 5.1 or 5.2 not to
                be
                satisfied and (ii) is not cured within three (3) days following delivery
                by Buyer to Sellers or ATA, as appropriate, with written notice of
                such
                breach; 

            


    

     

    
      	(ii)  	
              The
                Closing shall not have occurred on or before November 18, 2005, (or
                such
                later date to which Buyer and ATA subsequent to the Execution Date
                may
                agree) by reason of the failure of any condition precedent under
                Section
                5.2 (unless the failure results primarily from a breach by Buyer
                of any
                representation, warranty or covenant contained in this Agreement);
                

            


    

     

    
      	(iii)  	
              of
                both the acceptance by Sellers of a Qualifying Bid and issuance of
                a
                Competing Bid Approval Order; 

            


    

     

    
      	(iv)  	
              of
                the failure to obtain the Approval Order on or before November 17,
                2005
                (or
                such later date to which Buyer and ATA subsequent to the Execution
                Date
                may agree);
                or

            


    

     

    
      	(v)  	
              of
                the failure to conduct Closing on or before November 18, 2005,
                (or
                such later date to which Buyer and ATA subsequent to the Execution
                Date
                may agree), through
                no fault of Buyer.

            


    

     

    
      	(c)  	
              By
                Sellers or ATA.
                Sellers or ATA may terminate this Agreement by giving written notice
                to
                Buyer in the event:

            


    

     

    
      	(i)  	
              Buyer
                is in breach of any representation, warranty or covenant contained
                in this
                Agreement, and such breach, (i) would cause the conditions set forth
                in
                clauses (a) or (b) of Section 5.3 not to be satisfied and (ii) is
                not
                cured within three (3) days following delivery by Sellers and ATA
                to Buyer
                of written notice of such breach;

            


    

     

    
      	(ii)  	
              Sellers
                or ATA may terminate this Agreement by giving written notice to Sellers
                and ATA if the Closing shall not have occurred on or before November
                18,
                2005, 2005 (or such later date to which ATA and Buyer shall agree)
                by
                reason of the failure of any condition precedent under Section 5.3
                (unless
                the failure results primarily from a breach by Sellers or ATA of
                any
                representation, warranty or covenant contained in this Agreement);
                

            


    

     

    
      	(iii)  	
              of
                both the acceptance by Sellers of a Qualifying Bid and the issuance
                of a
                Competing Bid Approval Order;

            


    

     

    
      	(iv)  	
              of
                the failure to obtain the Approval Order on or before November 17,
                2005
                (or such later date to which ATA and Buyer shall agree);
                or

            


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	(v)  	
              of
                the failure to conduct Closing on or before November 18, 2005,
                (or
                such later date to which Buyer and ATA subsequent to the Execution
                Date
                may agree), through
                no fault of Sellers or ATA.

            


    

     

    8.2.  Effect
      of Termination.
      

     

    
      	(i)  	
              If
                the Parties terminate this Agreement pursuant to Section 8.1(a),
                all
                obligations of the Parties hereunder shall terminate without any
                liability
                of any Party to any other Party (except for any liability of a Party
                for
                breaches of this Agreement) and the Initial Deposit shall be promptly
                refunded to Buyer.

            


    

     

    
      	(ii)  	
              If
                Sellers or ATA terminate this Agreement pursuant to Sections
                8.1(c)(i),(ii) or (iv), all obligations of the parties hereunder
                shall
                terminate without any liability of any Party to any other Party (except
                for any liability of a Party for breaches of this Agreement) and
                the
                Initial Deposit shall be promptly refunded to
                Buyer.

            


    

     

    
      	(iii)  	
              If
                any Party terminates this Agreement pursuant to Sections 8.1(b)(i),
                (iii),
                (iv) or (v), the Initial Deposit shall be promptly refunded to Buyer.
                

            


    

     

    
      	(iv)  	
              If
                this Agreement terminates pursuant to Sections 8.1(b)(iii) or 8.1(c)(iii),
                Sellers shall become obligated to (i) promptly refund to Buyer its
                Initial
                Deposit, and (ii) pay
                Buyer a break-up fee in an amount equal to $150,000 (the "Break-Up
                Fee"),
                unless Buyer is ultimately the Buyer of the Assets, to compensate
                the
                Buyer for its expenses and the substantial time and resources committed
                to
                due diligence in connection with acting as the "stalking horse" for
                this
                transaction. Notwithstanding any of the foregoing, (i) if following
                acceptance of a competing bid Sellers close a sale of the Purchased
                Assets
                to Buyer (as a back up bidder or otherwise), Buyer shall not be entitled
                to payment of the Break Up Fee, and if the Break Up Fee shall have
                been
                paid to Buyer, it shall be refunded at the closing of the sale to
                Buyer.
                No such reimbursement under this Section shall be payable in the
                event of
                a breach by Buyer under this
                Agreement.

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX  

     

    


     

    DEFINITIONS

     

    For
      purposes of this Agreement, each of the following terms shall have the meaning
      set forth below.

     

    "Ambassadair
      Office Space"
      shall
      have the meaning ascribed to such term in Section 1.10 of this
      Agreement.

     

    "Ancillary
      Agreements"
      shall
      include the Master Bill of Sale-ATA, Master Bill of Sale - Sellers, and such
      other agreements referred to in this Agreement to be delivered at or after
      Closing.

     

    "Approval
      Order"
      shall
      mean an Order, in form and substance to be agreed upon by the parties prior
      to
      Closing, entered by the Bankruptcy Court in the Chapter 11 Case.

     

    "Assets"
      shall
      mean, collectively, the Purchased Assets and the Purchased ATA
      Equipment.

     

    "Avoidance
      Action(s)"
      shall
      mean means any and all Claims and causes of action which Sellers and ATA may
      assert under the Bankruptcy Code, including any
      and
      all Claims and causes of action arising under Sections 542, 543, 544, 545,
      546,
      547, 548, 549, 550 and 553 of the Bankruptcy Code or under comparable state
      law
      provisions, and Sellers
      and ATA's rights of setoff, recoupment, contribution, reimbursement, subrogation
      or indemnity (as those terms are defined by the non- bankruptcy law of any
      relevant jurisdiction) and any other direct or indirect Claim of any kind
      whatsoever, whenever and wherever arising or asserted.

     

    "Bankruptcy
      Code"
      shall
      mean 11 U.S.C. §§ 101 et seq.

     

    "Bankruptcy
      Court"
      shall
      mean the United States Bankruptcy Court for the Southern District of
      Indiana.

     

    "Break-Up
      Fee"
      shall
      have the meaning set forth in Section 8.2(iv).

     

    "Businesses"
      shall
      mean (i) as respects Ambassadair, its business of serving as a travel club
      and a
      tour club operator, and (ii) as respects Amber Travel, its business of serving
      as a travel agency.

     

    "Buyer"
      shall
      have the meaning set forth in the first paragraph of this
      Agreement.

     

    "Chapter
      11 Case"
      shall
      mean the Chapter 11 bankruptcy case filed by Sellers and ATA and pending in
      the
      Bankruptcy Court, and administratively consolidated as Case No.
      04-19866.

     

    "Closing"
      shall
      mean the closing of the Transactions.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    "Closing
      Date"
      shall
      have the meaning described in Section 1.5(a) of this Agreement.

     

    "Competing
      Bid Acceptance Order"
      shall
      mean an order approving the sale Transactions pursuant to 11 USC §§ 363(b) and
      (f) and § 365, which is issued by the Bankruptcy Court with respect to a bidder
      (other than Buyer or any of its affiliates or shareholders) competitive with
      Buyer.

     

    "Contracted
      Trips"
      shall
      mean, collectively, those trips identified on Exhibit "A" to this Agreement
      as
      originating at any time during the period from and after January 1, 2006, and
      March 31, 2006, and for which Ambassadair has sold participation to one or
      more
      of its members or another purchaser and which Ambassadair has determined should
      not be cancelled prior to the Closing.

     

    "Customer
      Accounts Receivable"
      shall
      mean, collectively, all amounts owing to either of Sellers for the purchase
      of
      participation in any Contracted Trip.

     

    "Excluded
      Assets"
      shall
      mean, collectively, the following assets and properties of Sellers and ATA,
      all
      of which shall be excluded from the Purchased Assets and the Purchased ATA
      Equipment: (i)
      all
      Customer Accounts Receivable and other accounts receivable of each of Sellers
      and ATA, all Prepaid Expenses and Other Deposits, and all Avoidance Actions
      of
      either of Sellers or ATA or any rights, defenses, cross claims or counterclaims
      with respect to any Avoidance Actions; (ii) any pension plan, profit sharing
      plan, or other plan or program providing benefits to current or former employees
      of Sellers; (iii) all unrestricted cash and Restricted Cash, including cash
      equivalents and marketable securities, and all rights to any tax refund not
      yet
      received by either of Sellers, ATA or Holdings; (iv) insurance and workers’
      compensation premium refunds and tax refunds, whether or not applied for and
      any
      claims under insurance policies; (v) copies of all business and financial
      records and other information (including computer files), relating to the
      conduct of the Businesses prior to the Closing Date, the originals of which
      will
      be conveyed to Buyer, provided that Buyer shall acquire, and Holdings and
      Sellers shall not retain or obtain copies of customer lists, prospect lists,
      marketing materials, budgets, strategic plans and related information which
      may
      provide Buyer with a competitive advantage in the Businesses to be conducted
      after the Closing Date; (vi) the Net Tax Assets and the Net Intercompany
      Receivable as such terms are used in the July Consolidated Balance Sheet
      previously delivered to Buyer; (vii) any claims against Buyer for breach of
      this
      Agreement or any Ancillary Agreement; (viii) the Two Hundred Thousand and 00/100
      Dollar ($200,000.00) deposit made with TransMeridian Airlines, Inc. and all
      claims of any sort held by any of Sellers or ATA against TransMeridian Airlines,
      Inc.; (ix) any software or other intellectual property which is licensed to
      Sellers and is not assignable without consent of licensor, and which consent
      is
      not obtained within thirty (30) days after Closing; (xi) all claims and causes
      of action against directors, officers, shareholders, employees or Insiders
      (as
      that term is defined in Section 101(31) of the Bankruptcy Code) of the Sellers,
      ATA, Holdings or any other subsidiaries of Holdings, including ATA; (xi)
      corporate books and records; (xii) the
      $200,000 surety bond deposit made by ATA and/or Ambassadair with National City
      Bank under a Public Charter Operator Surety Trust Agreement, dated effective
      as
      of December 15, 2003, and all other deposits and prepayments or prepaid expenses
      of any sort of Ambassadair or Amber Travel;
      (xii)
      all causes of action, rights of action or recovery and counterclaims and set
      offs rights of any sort; (xiii) all telephone numbers; and (xiv) any other
      property of Sellers not specifically identified in the definition of "Purchased
      Assets".

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    "Execution
      Date"
      shall
      mean the date of this Agreement.

     

    "Governmental
      Authority"
      shall
      mean any court, arbitrational tribunal, administrative agency or commission
      or
      other governmental or regulatory authority or agency.

     

    "Holdings"
      shall
      mean ATA Holdings Corp., an Indiana corporation.

     

    "Initial
      Deposit"
      shall
      mean the sum of One Hundred Thousand Dollars ($100,000) paid by Buyer for the
      account of Sellers and held in the Baker & Daniels Trust Account in
      accordance with Sections 1.3(a) hereof.

     

    "Letter
      Agreement"
      shall
      have the meaning set forth in Section 1.3(a) hereof.

     

    "Master
      Bill of Sale - ATA"
      shall
      mean a bill of sale in form and substance to be agreed upon by ATA and Buyer
      prior to Closing which transfers ownership of the Purchased ATA Equipment to
      Buyer.

     

    "Master
      Bill of Sale - Sellers"
      shall
      mean a bill of sale in form and substance to be agreed upon by Sellers and
      Buyer
      prior to Closing which transfers ownership of the Purchased Assets to
      Buyer.

     

    "Material
      Contract"
      shall
      mean a contract involving goods or services for which Sellers are obligated
      to
      pay more than five Thousand Dollars ($5,000), but not including any contracts
      for the sale of travel or tours made in the ordinary course of business or
      any
      at will employment of an employee to fill an open employment position in the
      ordinary course of business. 

     

    "Parties"
      shall
      mean Buyer, Sellers and ATA. 

     

    "Person"
      shall
      mean and include an individual, partnership, association, joint venture,
      corporation, limited liability company, limited liability partnership, trust,
      trustee, any other entity or organization and any governmental
      entity.

     

    "Prepaid
      Expenses and Other Deposits"
      shall
      mean, collectively, all prepayments, advances and deposits made by either of
      Sellers or ATA, made or funded in advance of the origination of any Remaining
      2005 Trip or any Contracted Trip, with any contracted provider of air, ground
      or
      water transportation, lodging, food or meal services, entertainment, ground
      handling services or other services which are to be provided as a part of that
      Remaining 2005 Trip or Contracted Trip

     

    "Purchased
      Assets"
      shall
      mean, collectively, all of the following assets of each of Sellers, as existing
      on the Execution Date, but excluding for all purposes the Excluded Assets:
      

     

    (i)  All
      trademarks, trade names and service marks and infringement claims relating
      to
      same) owned by the Sellers and the exclusive right to use the name
      "Ambassadair," "Ambassadair Travel Club," provided, that r than each of Sellers
      may continue to use its corporate name so long as they are in Chapter
      11;

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (ii)  Subject
      to being assumed by Buyer pursuant to Paragraph 1.10 hereof, all rights of
      Sellers under all Contracts which Buyer elects to assume, including ARC and
      IATAN appointments;

     

    (iii)  All
      customer lists of each of Sellers, including lists of all past, present and
      prospective customers of each of Sellers and all members of Ambassadair, sales
      and marketing materials, including artwork and collateral materials, mailing
      lists, marketing lists, prospect lists, employee lists, and related information;
      

     

    (iv)  All
      software and intellectual property owned exclusively by either of Sellers and
      any
      software or other intellectual property which is licensed to Sellers and is
      assignable without consent of licensor, or with consent and for which consent
      to
      assign to Buyer is obtained within thirty (30) days after Closing;
      and

     

    (v)  All
      pre-printed, unused paper supplies and other items having the Ambassadair or
      Amber names, whether owned by Sellers or ATA

     

    "Purchase
      Price"
      shall
      have the meaning set forth in Section 1.3 of this Agreement. 

     

    "Purchased
      ATA Equipment"
      shall
      mean those certain assets described on Schedule 2.4(ii) to this
      Agreement..

     

    "Qualifying
      Bid"
      shall
      mean a competing bid meeting the requirements of the Sale Procedures Order
      (any,
      a "Qualifying Bid", and all, "Qualifying Bids"). 

     

    "Reasonable
      Best Efforts"
      shall
      mean best efforts, to the extent commercially reasonable.

     

    "Remaining
      2005 Trips"
      shall
      mean,
      collectively, those trips identified on Exhibit "A" to this Agreement as
      originating prior to January 1, 2006.

     

    "Restricted
      Cash"
      shall
      mean, collectively, all restricted cash of either of Sellers and funded by
      customers for the purchase of Remaining 2005 Trips or Contracted Trips,
      including escrowed funds and credit card hold backs for purchases of Contracted
      Trips made by a consumer with a credit card.

     

    "Sale
      Order"
      shall
      mean that certain Order entered by the Bankruptcy Court on ___________, 2005,
      in
      Case No. 04-19866.

     

    "Seller
      Material Adverse Effect"
      shall
      mean any material adverse change, event, circumstance or development with
      respect to, or material adverse effect on, Buyer’s title, possession, use or
      enjoyment of the Assets after Closing.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    "Subsidiary"
      shall
      mean any corporation, partnership, trust, limited liability company or other
      non-corporate business enterprise in which Sellers and ATA (or another
      Subsidiary) holds stock or other ownership interests representing (a) more
      than
      50% of the voting power of all outstanding stock or ownership interests of
      such
      entity or (b) the right to receive more than 50% of the net assets of such
      entity available for distribution to the holders of outstanding stock or
      ownership interests upon a liquidation or dissolution of such
      entity.

     

    "Supplemental
      Payment"
      shall
      have the meaning ascribed to such term in Section 1.3(b) of this
      Agreement.

     

    "Tax
      Returns"
      shall
      mean all reports, returns, declarations, statements or other information
      required to be supplied to a taxing authority in connection with
      Taxes.

     

    "Transactions"
      shall
      mean the transactions contemplated by this Agreement. and any Ancillary
      Agreement.

     

    "Underfunded
      Trip"
      shall
      have the meaning ascribed to such term in Section 1.4(b) of this
      Agreement.

     

    ARTICLE
      X  

     

    


     

    MISCELLANEOUS

     

    10.1.  No
      Third Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any person other than
      the
      Parties and their respective successors and permitted assigns.

     

    10.2.  Entire
      Agreement.
      This
      Agreement (including the documents referred to herein) constitutes the entire
      agreement between the Parties and supersedes any prior understandings,
      agreements, or representations by or between the Parties, written or oral,
      with
      respect to the subject matter hereof.

     

    10.3.  Succession
      and Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. Neither Party
      may
      assign either this Agreement or any of its rights, interests, or obligations
      hereunder without the prior written approval of the other Party.

     

    10.4.  Counterparts
      and Facsimile Signature.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument. This Agreement may be executed by facsimile signature.

     

    10.5.  Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    10.6.  Notices.
      All
      notices, requests, demands, claims, and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly delivered four business days after it is sent by registered
      or certified mail, return receipt requested, postage prepaid, or one business
      day after it is sent for next business day delivery via a reputable nationwide
      overnight courier service, in each case to the intended recipient as set forth
      below: 

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Sellers and ATA:

               

              ATA
                Airlines, Inc., Ambassadair Travel Club

              and
                Amber Travel

              7337
                West Washington Street

              Indianapolis,
                Indiana 46251-0609

              Attention:
                Chief Executive Officer

              Facsimile:
                317-282-7091

            	
              Copy
                to:
                (which shall not constitute notice)

               

              Baker
                & Daniels, LLP

              300
                North Meridian Street, Suite 2700

              Indianapolis,
                Indiana 46204

              Attention:
                Mr. Stephen A. Claffey, Esq.

              Facsimile:
                (317) 237-8234

              Email:
                steve.claffey@bakerd.com

            
	
              If
                to Buyer:

               

              Grueninger
                Cruises and Tours Inc.

              Meridian
                Tower

              201
                West 103rd Street, Suite 380

              Indianapolis,
                IN 46290

              Attention: Mike
                Grueninger

              Facsimile:
                (317) 479-1000

              Email:
                mike@grueningertours.com

            	
              Copy
                to:
                (which shall not constitute notice)

               

              Dann
                Pecar Newman & Kleiman, P.C.

              2300
                OneAmerica® Tower 

              Box
                82008

              Indianapolis,
                IN 46282 

              Attention:
                David H. Kleiman

              Facsimile:
                (317) 632-2962

              Email:
                dkleiman@dannpecar.com

            


    

    Any
      Party
      may give any notice, request, demand, claim, or other communication hereunder
      using any other means (including personal delivery, expedited courier, messenger
      service, telecopy, telex, ordinary mail, or electronic mail), but no such
      notice, request, demand, claim, or other communication shall be deemed to have
      been duly given unless and until it actually is received by the party for whom
      it is intended. Any Party may change the address to which notices, requests,
      demands, claims, and other communications hereunder are to be delivered by
      giving the other Parties notice in the manner herein set forth.

     

    10.7.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Indiana, without giving effect to any choice or conflict
      of
      law provision or rule (whether of the State of Indiana or any other
      jurisdiction) that would cause the application of laws of any jurisdictions
      other than those of the State of Indiana.

     

    10.8.  Amendments
      and Waivers.
      The
      Parties may mutually amend any provision of this Agreement at any time prior
      to
      the Closing. No amendment of any provision of this Agreement shall be valid
      unless the same shall be in writing and signed by each of the Parties. No waiver
      by either Party of any right or remedy hereunder shall be valid unless the
      same
      shall be in writing and signed by the Party giving such waiver. No waiver by
      either Party with respect to any default, misrepresentation, or breach of
      warranty or covenant hereunder shall be deemed to extend to any prior or
      subsequent default, misrepresentation, or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence.

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    10.9.  Severability.
      Any term
      or provision of this Agreement that is invalid or unenforceable in any situation
      in any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      offending term or provision in any other situation or in any other jurisdiction.
      If the final judgment of a court of competent jurisdiction declares that any
      term or provision hereof is invalid or unenforceable, the Parties agree that
      the
      court making the determination of invalidity or unenforceability shall have
      the
      power to limit the term or provision, to delete specific words or phrases,
      or to
      replace any invalid or unenforceable term or provision with a term or provision
      that is valid and enforceable and that comes closest to expressing the intention
      of the invalid or unenforceable term or provision, and this Agreement shall
      be
      enforceable as so modified.

     

    10.10.  Expenses.
      Each
      Party shall bear its own costs and expenses (including legal fees and expenses)
      incurred in connection with this Agreement and the transactions contemplated
      hereby and its performance of its obligations pursuant to this Agreement. Buyer
      agrees to indemnify and hold harmless Sellers and ATA against any liability,
      claim, loss, damage or expense incurred by Buyer relating to any fees or
      commissions owed to any broker, finder or financial advisor as a result of
      the
      Closing of the Transactions.

     

    10.11.  Submission
      to Jurisdiction.
      So long
      as Sellers and/or ATA are subject to the jurisdiction of the Bankruptcy Court,
      the Bankruptcy Court shall have jurisdiction of all disputes arising under
      this
      Agreement. Thereafter, each Party (a) submits to the jurisdiction of any state
      or federal court sitting in Indiana in any action or proceeding arising out
      of
      or relating to this Agreement or the Ancillary Agreements, (b) agrees that
      all
      claims in respect of such action or proceeding may be heard and determined
      in
      any such court, (c) waives any claim of inconvenient forum or other challenge
      to
      venue in such court, (d) agrees not to bring any action or proceeding arising
      out of or relating to this Agreement or the Ancillary Agreements in any other
      court, and (e) waives any right it may have to a trial by jury with respect
      to
      any action or proceeding arising out of or relating to this Agreement or the
      Ancillary Agreements. Each party agrees to accept service of any summons,
      complaint or other initial pleading made in the manner provided for the giving
      of notices in Section 10.6 of this Agreement, provided that nothing in this
      Section 10.11 shall affect the right of any Party to serve such summons,
      complaint or other initial pleading in any other manner permitted by
      law.

     

    10.12.  Specific
      Performance.
      Each
      Party acknowledges and agrees that the other Parties will be damaged irreparably
      in the event any of the provisions of this Agreement are not performed in
      accordance with their specific terms or otherwise are breached. Accordingly,
      each Party agrees that the other Parties shall be entitled to an injunction
      or
      other equitable relief to prevent breaches of the provisions of this Agreement
      and to enforce specifically this Agreement and the terms and provisions hereof
      in any action instituted in any court of the United States or any state thereof
      having jurisdiction over the Parties and the matter, in addition to any other
      remedy to which it may be entitled, at law or in equity. 

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    10.13.  Construction.

     

    
      	(a)  	
              The
                language used in this Agreement shall be deemed to be the language
                chosen
                by the Parties to express their mutual intent, and no rule of strict
                construction shall be applied against any
                Party.

            


    

     

    
      	(b)  	
              Any
                reference to any federal, state, local, or foreign statute or law
                shall be
                deemed also to refer to all rules and regulations promulgated thereunder,
                unless the context requires
                otherwise.

            


    

     

    
      	(c)  	
              Any
                reference herein to "including" shall be interpreted as "including
                without
                limitation".

            


    

     

    
      	(d)  	
              Any
                reference to any Article, Section or paragraph shall be deemed to
                refer to
                an Article, Section or paragraph of this Agreement, unless the context
                clearly indicates otherwise.

            


    

     

    10.14.  Confidentiality.
      None of
      the Parties to this Agreement shall make, or cause to be made, any press release
      or public announcement in respect of this Agreement or the Transactions
      contemplated hereby or otherwise communicate with the news media without the
      prior written consent of the other parties, except as may otherwise be required
      by applicable law or regulation or by any authorized administrative agency
      and
      as are required pursuant to the Bankruptcy Code and applicable bankruptcy
      regulations to obtain the Approval Order and any amendment to the existing
      order
      respecting the procedures to be followed with respect to this sale.

     


    
      
        
           

          


        

        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of Execution
      Date.

     

    


    Ambassadair
      Travel Club, Inc.

    


    
      By:
        /s/
        Sean Frick 

      Its:
        VP
& CRO      

    

    


    Amber
      Travel, Inc.

    


    By:
      /s/
      Sean Frick      

    Its:
      VP
& CRO      

        (Collectively
      "Sellers")

    


    ATA
      Airlines, Inc.

    


     
      
      By:
        /s/
        Sean Frick      

      Its:
        VP
& CRO 

       

          ("ATA")

    

    


    Grueninger
      Cruises and Tours Inc.

    


    By:
      /s/
      Mike Grueninger       

    Its: President     

        ("Buyer")

    


    
       

      
        
          
          

        

        
          24