SAMPLE
                         Purchaser's/Lessee's Agreement



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/lease by American Trans Air, Inc. (Seller/Lessor) to
_______________________  (Purchaser/Lessee)  of the aircraft  identified  below,
reference is made to the following documents:

     (i) Purchase Agreement No. _____ dated as of ___________, 20__, between The
Boeing Company (Boeing) and Seller/Lessor  (the Purchase  Agreement) under which
Seller/Lessor  purchased certain Boeing Model ________  aircraft,  including the
aircraft  bearing  Manufacturer's  Serial  No.(s)   ______________________  (the
Aircraft); and

     (ii) Aircraft Sale/Lease  Agreement dated as of ___________,  20__, between
Seller/Lessor  and   Purchaser/Lessee   (the  Aircraft  Agreement)  under  which
Seller/Lessor is selling/leasing the Aircraft.

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

1.  Seller/Lessor  has  sold/leased  the Aircraft under the Aircraft  Agreement,
including  therein a form of exculpatory  clause protecting  Seller/Lessor  from
liability for loss of or damage to the aircraft,  and/or  related  incidental or
consequential  damages,  including  without  limitation loss of use,  revenue or
profit.

2.       Disclaimer and Release; Exclusion of Liabilities

         2.1 In accordance with Seller/Lessor's  obligation under Article 9.5 of
AGTA-AAT  which was  incorporated  by  reference  into the  Purchase  Agreement,
Purchaser/Lessee hereby agrees that:

         2.2 DISCLAIMER AND RELEASE.  IN  CONSIDERATION OF THE SALE/LEASE OF THE
AIRCRAFT, PURCHASER/LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES,
OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS,  CLAIMS AND REMEDIES
OF  PURCHASER/LESSEE  AGAINST  BOEING,  EXPRESS  OR  IMPLIED,  ARISING BY LAW OR
OTHERWISE,  WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, BOEING
PRODUCT,  MATERIALS,  TRAINING,  SERVICES  OR OTHER  THING  PROVIDED  UNDER  THE
AIRCRAFT AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

     (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

     (B) ANY IMPLIED  WARRANTY  ARISING  FROM COURSE OF  PERFORMANCE,  COURSE OF
DEALING OR USAGE OF TRADE;

     (C) ANY OBLIGATION,  LIABILITY,  RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR
NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND

     (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE
TO ANY AIRCRAFT.

         2.3 EXCLUSION OF CONSEQUENTIAL  AND OTHER DAMAGES.  BOEING WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE,  FOR LOSS OF
USE, REVENUE OR PROFIT,  OR FOR ANY OTHER  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES
WITH  RESPECT  TO ANY  NONCONFORMANCE  OR  DEFECT  IN ANY  AIRCRAFT,  MATERIALS,
TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT.

         2.4  Definitions.  For the  purpose of this  paragraph  2,  "BOEING" or
"Boeing"  is  defined  as  The  Boeing  Company,  its  divisions,  subsidiaries,
affiliates,  the assignees of each, and their  respective  directors,  officers,
employees and agents.


American Trans Air, Inc. (Seller/Lessor)                Purchaser/Lessee


By                                                      By
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Its                                                     Its
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Dated                                                   Dated
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