AMTRAN INC
AMTRAN, INC., 2000 10-K, EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>18
<FILENAME>0018.txt
<DESCRIPTION>AMTRAN, INC., 2000 10-K, EXHIBIT 10.5
<TEXT>



                                    EXHIBIT A

                                       to

                        AIRCRAFT GENERAL TERMS AGREEMENT

                                    AGTA-AAT

                                     between

                               THE BOEING COMPANY

                                       and

                            American Trans Air, Inc.



                  BUYER FURNISHED equipment provisions document








<PAGE>


                  BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


1.       General.
         -------

         Certain  equipment  to be  installed  in the  Aircraft is  furnished to
Boeing by Customer at Customer's  expense.  This equipment is designated  "Buyer
Furnished  Equipment"  (BFE) and is listed in the Detail  Specification.  Boeing
will  provide to Customer a BFE  Requirements  On-Dock/Inventory  Document  (BFE
Document) or an electronically  transmitted BFE Report which may be periodically
revised,  setting  forth the  items,  quantities,  on-dock  dates  and  shipping
instructions relating to the in sequence installation of BFE as described in the
applicable Supplemental Exhibit to this Exhibit A in a purchase agreement at the
time of aircraft purchase.

2.       Supplier Selection.
         ------------------

         Customer will:

     2.1 Select and notify  Boeing of the  suppliers of BFE items by those dates
appearing in Supplemental  Exhibit BFE1to the applicable  purchase  agreement at
the time of aircraft purchase.

     2.2 Meet with Boeing and such  selected BFE suppliers  promptly  after such
selection to:

     2.2.1 complete BFE configuration design requirements for such BFE; and

     2.2.2 confirm technical data submittal requirements for BFE certification.

3.       Customer's Obligations.
         ----------------------

         Customer will:

     3.1 comply with and cause the supplier to comply with the provisions of the
BFE Document or BFE Report;

     3.1.1 deliver  technical data (in English) to Boeing as required to support
installation and FAA  certification in accordance with the schedule  provided by
Boeing or as mutually agreed upon during the BFE meeting referred to above;

     3.1.2 deliver BFE including  production  and/or flight  training spares and
BFE Aircraft  Software to Boeing in accordance  with the quantities and schedule
provided therein; and

     3.1.3 assure that all BFE Aircraft Software is delivered in compliance with
Boeing's then-current Standards for Loadable Systems;

     3.1.4 assure that all BFE parts are  delivered  to Boeing with  appropriate
quality assurance documentation;

     3.2  authorize  Boeing to discuss all details of the BFE directly  with the
BFE suppliers;

     3.3 authorize  Boeing to conduct or delegate to the supplier quality source
inspection and supplier hardware acceptance of BFE at the supplier location;

     3.3.1 require supplier's  contractual  compliance to Boeing defined quality
assurance  requirements,  source  inspection  programs and  supplier  delegation
programs,  including  availability  of adequate  facilities for Boeing  resident
personnel; and

     3.3.2  assure  that all BFE  supplier's  quality  systems  are  approved to
Boeing's then current standards for such systems ;

     3.4  obtain  from  supplier  a  non-exclusive,   perpetual,   royalty-free,
irrevocable  license for Boeing to copy BFE  Aircraft  Software.  The license is
needed to enable Boeing to load the software  copies in (i) the aircraft's  mass
storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs, etc.), (iii) the BFE
hardware and/or (iv) an intermediate device or other media to facilitate copying
of the BFE Aircraft Software into the aircraft's MSD, BFE hardware and/or media,
including media as Boeing may deliver to Customer with the aircraft;

     3.5  grant  Boeing a  license,  extending  the  same  rights  set  forth in
paragraph  3.4 above,  to copy:  a) BFE Aircraft  Software and data Customer has
modified  and/or  b) other  software  and  data  Customer  has  added to the BFE
Aircraft Software;

     3.6 provide necessary field service  representation at Boeing's  facilities
to support Boeing on all issues related to the installation and certification of
BFE;

     3.7  deal  directly  with  all  BFE  suppliers  to  obtain  overhaul  data,
provisioning  data,  related  product  support  documentation  and any  warranty
provisions applicable to the BFE;

     3.8  work  closely  with  Boeing  and  the BFE  suppliers  to  resolve  any
difficulties, including defective equipment, that arise;

     3.9 be  responsible  for modifying,  adjusting  and/or  calibrating  BFE as
required for FAA approval and for all related expenses;

     3.10 assure that a  proprietary  information  agreement is in place between
Boeing and BFE suppliers  prior to Boeing  providing any  documentation  to such
suppliers,

     3.11 warrant that the BFE will comply with all applicable FARs and the U.S.
Food and Drug Administration (FDA) sanitation  requirements for installation and
use in the Aircraft at the time of delivery.  Customer will be  responsible  for
supplying any data and adjusting,  calibrating,  re-testing or updating such BFE
and data to the extent  necessary to obtain  applicable FAA and FDA approval and
shall bear the resulting expenses.

     3.12  warrant  that  the BFE  will  meet  the  requirements  of the  Detail
Specification; and

     3.13 be responsible  for providing  equipment  which is FAA  certifiable at
time  of  Aircraft  delivery,  or for  obtaining  waivers  from  the  applicable
regulatory agency for non-FAA certifiable equipment.

4.       Boeing's Obligations.
         --------------------

         Other than as set forth below, Boeing will provide for the installation
of and install the BFE and obtain  certification  of the  Aircraft  with the BFE
installed.

5.       Nonperformance by Customer.
         --------------------------

         If Customer's  nonperformance  of obligations in this Exhibit or in the
BFE Document  causes a delay in the delivery of the Aircraft or causes Boeing to
perform  out-of-sequence or additional work,  Customer will reimburse Boeing for
all  resulting  expenses  and be  deemed  to have  agreed  to any such  delay in
Aircraft delivery. In addition Boeing will have the right to:

     5.1 provide and install specified equipment or suitable alternate equipment
and increase the price of the Aircraft accordingly; and/or

         5.2      deliver the Aircraft to Customer without the BFE installed.

6.       Return of Equipment.
         -------------------

         BFE not  installed  in the  Aircraft  will be  returned  to Customer in
accordance with Customer's instructions and at Customer's expense.



<PAGE>


7.       Title and Risk of Loss.
         ----------------------

         7.1 With respect to Aircraft  manufactured  in the State of Washington,
title to and risk of loss of BFE  provided for such  Aircraft  will at all times
remain with  Customer or other owner.  Boeing will have only such  liability for
BFE as a bailee for mutual  benefit would have,  but will not be liable for loss
of use.

         7.2 With respect to Aircraft  manufactured  in the State of California,
Customer  agrees  to  sell  and  Boeing  agrees  to  purchase  each  item of BFE
concurrently with its delivery to Boeing. A reasonable shipset price for the BFE
shall be established with Customer.  Customer and Boeing agree that the Aircraft
Price will be increased by the amount of said shipset price and such amount will
be included on Boeing's invoice at time of Aircraft  delivery.  Boeing's payment
for the purchase of each shipset of BFE from  Customer  will be made at the time
of delivery of the Aircraft in which the BFE is installed.

8.       Interchange of BFE

         To properly maintain Boeing's  production flow and to preserve Boeing's
delivery commitments,  Boeing reserves the right, if necessary, due to equipment
shortages  or failures,  to  interchange  new items of BFE acquired  from or for
Customer  with new items of the same  part  numbers  acquired  from or for other
customers of Boeing.  Used BFE acquired from Customer or from other customers of
Boeing will not be interchanged.

9.       Indemnification of Boeing.
         -------------------------

         Customer hereby  indemnifies and holds harmless Boeing from and against
all claims and liabilities,  including costs and expenses (including  attorneys'
fees) incident  thereto or incident to  successfully  establishing  the right to
indemnification,  for  injury to or death of any  person or  persons,  including
employees of Customer but not  employees of Boeing,  or for loss of or damage to
any property,  including  any  Aircraft,  arising out of or in any way connected
with any  nonconformance or defect in any BFE and whether or not arising in tort
or occasioned by the  negligence of Boeing.  This  indemnity will not apply with
respect to any  nonconformance or defect caused solely by Boeing's  installation
of the BFE.

10.      Patent Indemnity.
         ----------------

         Customer hereby  indemnifies and holds harmless Boeing from and against
all claims,  suits, actions,  liabilities,  damages and costs arising out of any
actual or  alleged  infringement  of any patent or other  intellectual  property
rights by BFE or arising out of the installation, sale or use of BFE by Boeing.



<PAGE>


11.      Definitions.
         -----------

         For the purposes of the above  indemnities,  the term "Boeing" includes
The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of
each, and their directors, officers, employees and agents.


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