SAMPLE
                            Post-Delivery Sale Notice



Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington  98124-2207

Attention:        Vice President - Contracts
                  Mail Stop 21-34

Ladies and Gentlemen:

In  connection   with  the  sale  by  American  Trans  Air,  Inc.   (Seller)  to
________________ (Purchaser) of the aircraft identified below, reference is made
to Purchase  Agreement  No.  _____ dated as of  ___________,  20__,  between The
Boeing Company  (Boeing) and Seller (the Purchase  Agreement) under which Seller
purchased certain Boeing Model ________ aircraft, including the aircraft bearing
Manufacturer's Serial No.(s) ______________________ (the Aircraft). The Purchase
Agreement  incorporated by reference  Aircraft General Terms Agreement  AGTA-AAT
(AGTA).

Capitalized  terms used herein without  definition will have the same meaning as
in the Purchase Agreement.

Seller has sold the  Aircraft,  including in that sale the transfer to Purchaser
of all remaining rights related to the Aircraft under the Purchase Agreement. To
accomplish  this  transfer of rights,  as  authorized  by the  provisions of the
Purchase Agreement:

(1) Purchaser  acknowledges it has reviewed the Purchase Agreement and agrees to
be bound by and comply with all applicable  terms and conditions of the Purchase
Agreement,  including,  without  limitation,  the  DISCLAIMER  AND  RELEASE  and
EXCLUSION OF CONSEQUENTIAL  AND OTHER DAMAGES in Article 11 of Part 2 of Exhibit
C to the AGTA and the insurance provisions in Article 8.2 of the AGTA. Purchaser
further  agrees upon the  written  request of Boeing,  to  promptly  execute and
deliver such further  assurances  and documents and take such further  action as
Boeing  may  reasonably  request  in  order  to  obtain  the  full  benefits  of
Purchaser's agreements in this paragraph; and

(2) Seller will remain  responsible  for any  payments due Boeing as a result of
obligations  relating to the Aircraft  incurred by Seller to Boeing prior to the
effective date of this letter.






We request  that  Boeing  acknowledge  receipt of this  letter and  confirm  the
transfer of rights set forth above by signing the  acknowledgment and forwarding
one copy of this letter to each of the undersigned.

Very truly yours,

American Trans Air, Inc.                                Purchaser


By                                                      By
     -----------------------------------

Its                                                     Its
     -----------------------------------

Dated                                                   Dated
         -------------------------------


Receipt of the above  letter is  acknowledged  and  transfer of rights under the
Purchase  Agreement  with respect to the Aircraft is confirmed,  effective as of
this date.

THE BOEING COMPANY


By
     -----------------------------------

Its  Attorney-in-Fact
     -----------------------------------

Dated
         -------------------------------



Aircraft Manufacturer's Serial Number ____________