SAMPLE
                           Post-Delivery Lease 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 lease by American Trans Air, Inc. (Lessor) to ___________
(Lessee)  of the  aircraft  identified  below,  reference  is made  to  Purchase
Agreement  No.  ____ dated as of  ________,  20__,  between  The Boeing  Company
(Boeing)  and Lessor  (the  Purchase  Agreement)  under which  Lessor  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.

Lessor has leased the  Aircraft,  including in that lease the transfer to Lessee
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) Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights
and  powers of Lessor  with  respect  to the  remaining  rights  related  to the
Aircraft under the Purchase  Agreement.  This  authorization will continue until
Boeing  receives  written notice from Lessor to the contrary,  addressed to Vice
President - Contracts,  Mail Stop 21-34,  Boeing Commercial Airplane Group, P.O.
Box 3707,  Seattle,  Washington  98124-2207.  Until Boeing receives such notice,
Boeing is entitled to deal  exclusively with Lessee with respect to the Aircraft
under the  Purchase  Agreement.  With respect to the rights and  obligations  of
Lessor under the Purchase  Agreement,  all actions taken or  agreements  entered
into by Lessee  during the period  prior to Boeing's  receipt of this notice are
final and binding on Lessor. Further, any payments made by Boeing as a result of
claims made by Lessee will be made to the credit of Lessee.

(2) Lessee accepts the  authorization  above,  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 AGTA and the  insurance  provisions in Article
8.2 of the AGTA.  Lessee 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 Lessee's agreements in this paragraph.

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

We request  that  Boeing  acknowledges  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.                                Lessee


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
     -----------------------------------

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



Aircraft Manufacturer's Serial Number ____________