ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “ Agreement ”) is entered into as of June 15, 2005 (the " Execution Date ") by and between CSC INVESTMENT GROUP, INC., an Illinois corporation (“ Buyer ”), and CHICAGO EXPRESS AIRLINES, INC., a Georgia corporation and a debtor in possession under Chapter 11 of the Bankruptcy Code (“ CEA ” or " Seller ").

This Agreement contemplates a transaction in which Buyer will purchase substantially all of the assets of CEA.

Certain of the terms used in this Agreement are defined in Article IX of this Agreement.

In consideration of the representations, warranties and covenants contained herein, the Parties agree as follows.

ARTICLE I   

1.1.    Purchase and Sale of Assets.

Upon and subject to the terms and conditions of this Agreement, Buyer shall purchase from CEA, and CEA shall sell, transfer, convey, assign and deliver to Buyer, at the Closing, for the consideration specified in this Agreement, all of CEA’s rights, title and interests in, to and under the CEA Assets, with all of the CEA Assets other than the OFR Parts being sold, transferred, conveyed and assigned free and clear of all claims, liens, restrictions, encumbrances or security interests of any nature as provided in the Approval Order. The OFR Parts are sold to the Buyer with NO WARRANTY OF TITLE OR OTHER WARRANTY, EXPRESS OR IMPLIED.

1.2.    No Assumption of Liabilities.

Buyer shall not assume or become responsible for, and CEA shall remain liable for, any liabilities, obligations or indebtedness of CEA.

1.3.    Purchase Price.  

The CEA Purchase Price (net of the Earnest Money Deposit, which shall be released to CEA at the Closing on the Closing Date) shall be paid by the Buyer to CEA in full at the Closing on the Closing Date by the wire transfer of immediately available funds to CEA in accordance with the CEA Wire Instructions.

1.4.    Earnest Money Deposit.  

(a)    Concurrently with the execution of this Agreement Buyer shall make the Earnest Money Deposit.

(b)    The Earnest Money Deposit shall be released to CEA upon Closing of the Transactions and credited against the CEA Purchase Price.

(c)    The Earnest Money Deposit shall be forfeited and paid to CEA to be applied and set off against its damages in the event CEA terminates this Agreement pursuant to Section 8.1(c) of this Agreement or pursuant to Section 8.1(e) other than a termination pursuant to Section 8.1(e) for the failure of the condition precedents under Section 5.3(c) or (d) of this Agreement. The forfeiture of the Earnest Money Deposit to CEA pursuant to the terms of this Section 1.4(c) shall be CEA's sole remedy in the event of any termination of this Agreement pursuant to Sections 8.1(c) and (e) and CEA shall have no other claim against Buyer.

(d)    The Earnest Money Deposit shall be repaid to Buyer only in the event of (i) a termination of this Agreement by the Buyer pursuant to Section 8.1(b) or (d) of this Agreement; (ii) a termination of this Agreement by CEA pursuant to Section 8.1(e) other than a termination pursuant to Section 8.1(e) for the failure of the condition precedents under Section 5.3 (a) or (b); or (iii) in the event of a termination of this Agreement by CEA and the Buyer pursuant to Section 8.1(a) of this Agreement. The repayment of the Earnest Money Deposit to Buyer pursuant to the terms of this Section 1.4(d) shall be Buyer’s sole remedy in the event of any termination of this Agreement pursuant to Sections 8.1(b) or (d) and Buyer shall have no other claim against CEA.

(e)    In the event of a dispute between CEA and Buyer regarding entitlement to and disposition of the Earnest Money Deposit, the dispute shall be resolved by the Bankruptcy Court on motion by either CEA or Buyer.

1.5.    The Closing.

(a)    The Closing shall take place at the offices of Baker & Daniels in Indianapolis, Indiana on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered.

(b)    At the Closing:

                                         (i)    CEA shall execute and deliver to Buyer a bill of sale in form and substance the same as Exhibit A to this Agreement,   one or more trademark assignments for the trademarks which are a part of the CEA Assets in proper form for filing with the offices in which such trademarks are registered,   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 CEA Assets;

(ii)    Buyer shall pay to CEA, payable by wire transfer of immediately available funds in accordance with the CEA Wire Instructions, the CEA Purchase Price (net of the Earnest Money Deposit to be released to CEA at the Closing) and shall in writing unconditionally authorize the release and payment of the Earnest Money Deposit to CEA; provided, however, that $15,000 shall be retained by Buyer to assure the delivery of all of the expendable inventory as set forth on the list previously provided to Buyer. As soon as possible but in no event more than seven (7) days after Closing, Buyer (with CEA present if it desires) shall confirm this inventory. Should any such inventory be missing, Buyer will be entitled to retain a portion of said $15,000, which portion shall be equal to the percentage that the missing inventory (determined by value) bears to the total value of the listed inventory, as agreed by the parties or if no agreement can be reached, by a mutually agreed appraiser. If all such inventory is delivered, the holdback amount shall be immediately paid to CEA;

(iii)    CEA shall deliver to Buyer, or otherwise put Buyer in possession and control of, all of the CEA Assets of a tangible nature (other than the OFR Parts) at the Delivery Locations. CEA shall provide to Buyer at the Closing a list identifying the approximate balance CEA believes is owed with respect to the OFR Parts.

(iv)    CEA and Buyer shall enter into an agreement, in form and substance the same as Exhibit B to this Agreement, pursuant to which Buyer shall be entitled to leave the CEA Assets at their respective Delivery Locations (not including the OFR Parts) for the periods and subject to the terms and disclaimers and limitations of liability stated in such agreement.

1.6.    Allocation. Buyer shall, within 60 days after the Closing Date, prepare and deliver to CEA for its consent (which consent shall not be unreasonably withheld, conditioned or delayed) a schedule allocating the CEA Purchase Price among the CEA 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 CEA does not give its consent, Buyer and CEA will negotiate in good faith to resolve such objections. Buyer and CEA 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 CEA, 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 CEA and each Affiliate of CEA shall cooperate in the filing of any forms (including Form 8494) 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, at the request of Buyer and without further consideration, CEA shall execute and deliver such other instruments of sale, transfer, conveyance and assignment and take such actions as Buyer reasonably may request to more effectively transfer, convey and assign to Buyer, and to confirm Buyer’s rights to, title in and ownership of, the CEA Assets (other than the OFR Parts) and to place Buyer in actual possession and operating control thereof.

1.8.    Acknowledgment . Buyer acknowledges and agrees that it is acquiring the CEA Assets “As Is” and “Where is” , WITHOUT WARRANTY, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH EXPRESSLY IN THIS AGREEMENT. CEA DISCLAIMS ALL OTHER EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE . Buyer further acknowledges that all of the OFR Parts are purchased without a warranty of title and with no assurance of any kind that the OFR Parts exist.

CEA represents and warrants 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). CEA's representations and warranties shall survive the Closing.

2.1.    Organization, Qualification and Corporate Power. CEA is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Georgia. CEA is duly qualified to conduct business and is in corporate good standing 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 or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Seller Material Adverse Effect. CEA 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.

2.2.    Authorization of Transaction. CEA has the requisite corporate power and authority to execute this Agreement and the Ancillary Agreements, and pursuant to the Approval Order, CEA has the requisite power and authority to perform its 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 CEA. This Agreement has been duly and validly executed and delivered by CEA and constitutes, and each of the Ancillary Agreements, upon its execution and delivery by CEA, will constitute, a valid and binding obligation of CEA, enforceable against the CEA in accordance with its terms.

2.3.    Noncontravention. Neither the execution and delivery by CEA of this Agreement or the Ancillary Agreements, nor the consummation by CEA of the Transactions will (a) conflict with or violate any provision of the Certificate of Incorporation   or by-laws of CEA, (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 CEA is a party or by which CEA is bound or to which any of its 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 any assets of CEA, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CEA or any of its respective properties or assets.

2.4.    Ownership and Condition of Assets. CEA is the true and lawful owner, and has good title to, all of the CEA Assets (other than the OFR Parts, as to which no warranty of title is given). CEA has the authority to transfer the CEA Assets to Buyer, and as to all of the CEA Assets other than the OFR Parts, free and clear of all claims, liens, restrictions, encumbrances or security interests of any nature as provided in the Approval Order. Schedule 2.4(i) sets forth a list of rotables and spare parts, other than the OFR Parts, constituting a part of the CEA Assets. Schedule 2.4(ii) sets forth a list of the equipment constituting a part of the CEA Assets.  Schedule 2.4(iii) sets forth a list of parts which Buyer, in its sole discretion pursuant to the terms of this Agreement, may elect to be OFR Parts.

2.5.    Disclosure. No representation or warranty by CEA contained in this Agreement or any other document, certificate or other instrument delivered or to be delivered by or on behalf of CEA 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.

Buyer represents and warrants to CEA 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, validly existing and in good standing under the laws of the State of Illinois. Buyer is duly qualified to conduct business and is in corporate good standing 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.    Noncontravention. 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 by-laws 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.

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 ensure 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.    Operation of Business. Buyer acknowledges that CEA has ceased its operation of all scheduled flights and does not intend to commence again any scheduled flight operations, and that it no longer has any employees. CEA further acknowledges that the permits, certificates, registrations and authorizations identified in paragraph (e) of the definition of "CEA Assets" (collectively, the " Air Carrier Authorizations ") are not unilaterally transferable or assignable by CEA, that CEA has not given to Buyer any express or implied warranty or assurance of any sort that all or any of the Air Carrier Authorizations may be transferred or assigned to Buyer, directly or indirectly, or re-issuance thereof will or may be obtained by the Buyer from the FAA or the DOT after the Closing, and that CEA shall have no liability, obligation or responsibility to Buyer if Buyer is unable to obtain any Air Carrier Authorizations of the sort previously maintained by CEA. The Buyer further acknowledges that the none of the warranties given by CEA in this Agreement and the Ancillary Agreements include any warranty that CEA continues to hold any of the Air Carrier Authorizations or that any of the Air Carrier Authorizations are in good standing.

5.1.    Conditions to Obligations of each Party. Consummation of the Transactions is not subject to, or conditioned upon, any further due diligence by Buyer or to any financing or other capital availability contingency.

5.2.    Conditions to Obligations of Buyer. 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 CEA 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 (other than any 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 CEA 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 any of the Transactions or that, if adversely determined, could be materially adverse to the operation or use of the CEA Assets, 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 Buyer.

(d)    No material loss of or damage to the CEA Assets (excluding the OFR Parts) shall have occurred since the Execution Date, except for (i) damage that has already been fully repaired or is covered by insurance and which, in accordance with the terms of this Agreement, will be repaired post-closing within a reasonable period, and (ii) losses that have been replaced with assets of comparable or higher quality.

(e)    The Approval Order shall have been entered by the Bankruptcy Court.

5.3.    Conditions to Obligations of CEA. The obligation of CEA 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 CEA:

(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 CEA.

(d)    The Approval Order shall have been entered by the Bankruptcy Court.

6.1.    Sharing of Records . CEA and its parent corporation, ATA Holdings Corp., shall have the right for a period of seven years following the Closing Date to have reasonable access to all books, records and accounts, including financial and tax information, correspondence, production records, employment records and other records that are transferred to Buyer pursuant to the terms of this Agreement for the limited purposes of concluding its involvement in the business conducted by CEA prior to the Closing Date and for complying with its obligations under applicable securities, tax, environmental, employment or other laws and regulations. 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, including financial and accounting records, tax records, correspondence, production records, employment records and other records that are retained by CEA 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. Neither Buyer nor CEA shall destroy any such books, records or accounts retained by it without first providing the other Party with the opportunity to obtain or copy such books, records, or accounts at such other Party’s expense.

7.1.    Indemnification by CEA. CEA 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 CEA's 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 CEA contained in this Agreement or any Ancillary Agreement; any claim or liability related to the Excluded Assets; any claim relating to CEA's ownership, use or operation of the CEA Assets (other than the OFR Parts) prior to Closing; or any liabilities obligations or indebtedness of CEA whether incurred or arising before or after Closing (excepting liabilities, obligations or indebtedness related to the maintenance, repair, servicing, care, handling or storage of the OFR Parts); or

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

7.2.    Limitation on Indemnification by CEA. Notwithstanding anything contained herein to the contrary, CEA’s aggregate liability for indemnity claims under Section 7.1 of this Agreement is limited to the CEA Purchase Price.

7.3.    Indemnification by Buyer. Buyer shall indemnify CEA in respect of, and hold it harmless against, any and all any liability, claim, loss, damage or expense incurred or suffered by CEA 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; or

(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 CEA to collect any such taxes from Buyer.

7.4.    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.

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

(a)    the Parties may terminate this Agreement by mutual written consent;

(b)    Buyer may terminate this Agreement by giving written notice to CEA in the event CEA is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, (i) would cause the conditions set forth in clause (a) or (b) of Section 5.2 not to be satisfied and (ii) is not cured within five (5) days following delivery by Buyer to CEA of written notice of such breach;

(c)    CEA may terminate this Agreement by giving written notice to Buyer in the event Buyer is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other 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 five (5) days following delivery by CEA to Buyer of written notice of such breach;

(d)    Buyer may terminate this Agreement by giving written notice to CEA if the Closing shall not have occurred on or before June 20, 2005 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); or

(e)    CEA may terminate this Agreement by giving written notice to Buyer if the Closing shall not have occurred on or before June 20, 2005 by reason of the failure of any condition precedent under Section 5.3 (unless the failure results primarily from a breach by CEA of any representation, warranty or covenant contained in this Agreement).

8.2.    Effect of Termination. If either Party terminates this Agreement pursuant to Section 8.1, all obligations of the Parties hereunder shall terminate without any liability of either Party to the other Party (except for any liability of a Party for breaches of this Agreement).

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

“ Affiliate ” of any Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, membership or partnership interests, election or appointment of directors, by contract or otherwise.

“ Ancillary Agreements ” shall mean the agreements referred to in this Agreement to be delivered at or after Closing.

“ Approval Order ” shall mean an Order, in form and substance the same as Exhibit C to this Agreement, entered by the Bankruptcy Court in the Chapter 11 Case.

“ Avoidance Action(s) ” shall mean means any and all Claims and causes of action which CEA 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 CEA'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.

“ Business ” shall mean the scheduled FAA Part 121 commuter passenger air carrier business conducted by CEA preceding March 28, 2005.

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

“ CEA Assets ” shall mean all of the personal property assets of CEA, tangible and intangible, of every kind and wherever situated, which are owned by CEA as of the Execution Date, other than and in all events excluding for all purposes the Excluded Assets, including, without limitation:

(a)    all tangible personal property, office equipment and supplies, inventory, all rotable and spare parts as identified on Schedule 2.4(i) , all of the types of expendable parts listed on Schedule 2.4(i) which were owned by CEA on the Execution Date, furniture, machinery and equipment, fixtures, motor vehicles, and other fixed assets, and all manuals and other documentation relating thereto, including, without limitation, the property reflected on Schedule 2.4(ii) ; and the OFR Parts;

(b)    all books, records, files, manuals and other documentation relating to the CEA Assets or the Business including, without limitation (A) maintenance and asset history records, (B) sales promotion and marketing materials relating to the Business, (C) all customer and supplier lists, telephone numbers and electronic mail addresses with respect to past, present or prospective customers and suppliers, and (D) employee lists and related personnel and employment records of all Persons who immediately prior to the Execution Date were employees (whether part or full time) of CEA;

(c)    the trade names and marks “Chicago Express” and “Chicago Express Airlines” and all United States registered trade marks held by CEA with respect thereto;

(d)    all accounts receivable and unbilled accounts receivable of CEA for goods sold or services rendered and existing on the Closing Date, excepting accounts receivable identified as part of the Excluded Assets;

(e)    to the extent permitted under applicable law or regulation and subject to the provisions of Section 4.2 of this Agreement, all licenses, permits, certificates, consents and other governmental or quasi-governmental authorizations of CEA, including its Air Carrier Certificate issued pursuant to 14 CFR Parts 119 and 121 by the FAA, registration as a Commuter Air Carrier and fitness determination pursuant to 14 CFR Parts 204 and 298 by DOT; and

(f)    all goodwill incident to the Business, including, but not limited to, the value of any names associated with the Business which are transferred to Buyer and the value of good customer relations, all telephone numbers and listings of CEA, all Yellow Pages advertising of CEA, and the url (Chicago express.com) and the web site of CEA which is presently under construction.

“ CEA Purchase Price ” shall mean One Million Two Hundred and Fifty Thousand Dollars ($1,250,000.00).

“ CEA Wire Instructions ” shall mean the instructions provided by CEA to Buyer prior to Closing for the wire transfer by Buyer to CEA of the CEA Purchase Price.

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

“ Claim(s) ” shall mean any claim, lawsuit, demand, suit, inquiry made, hearing, investigation, notice of violation, litigation, proceeding, arbitration, or other dispute, whether civil, criminal, administrative or otherwise.

“ Closing ” shall mean the closing of the Transactions.

“ Closing Date ” shall mean a date and time mutually agreed upon by the Parties that is on or before June 20, 2005.

" Delivery Location " shall mean, as to each designated item of the tangible CEA Assets, its current location, as shown on Schedules 2.4(i), 2.4(ii) and 2.4(iii).

“ DOT ” shall mean the United States Department of Transportation.

“ Excluded Assets ” shall mean, collectively, the following assets and properties of CEA, all of which shall be excluded from the CEA Assets:

(a)    all of CEA’s interests in real property, and all leasehold interests of CEA in any personal property, and all interests in leasehold improvements;

(b)    any rights to CEA's insurance policies, premiums or proceeds from insurance coverages (whether or not related to the CEA Assets) and any Claims thereunder (except to the extent such insurance policies and coverages are applicable to damage or loss to the CEA Assets which occurs after the Execution Date and prior to the Closing Date), and any deposits made with third parties, including without limitation, security deposits and utility deposits, and any monies or refunds due from third parties;

(c)    all leases and contracts and Claims and rights arising under or with respect thereto, including all leases of aircraft and aircraft engines;

(d)    the Avoidance Actions and any rights, defenses, crossclaims or counterclaims with respect to any Avoidance Actions;

(e)    one GE-E785526 engine, presently held by and subject to a claim of a mechanics' or repairmen's lien by General Electric Engine Services and/or The General Electric Company;

(f)    all accounts receivable and loans receivable due CEA from ATA, ATA Holdings Corp., or any subsidiary thereof, or any employee of CEA, and all other claims of CEA now existing or hereafter arising against any of those Persons;

(g)    the general corporate records and financial records of CEA and all written materials that CEA is required by law to retain, including the corporate franchise and stock record books, corporate seal, corporate record books of CEA containing minutes of meetings of directors and shareholders, tax returns and records, books of account and ledgers, and such other records having to do with CEA’s organization or stock capitalization;

(h)    any personal property of CEA installed in or accessories to aircraft or engines leased by CEA;

(i)    any shares of capital stock of CEA, and the name/mark “ATA Connection”;

(j    the rights of CEA under this Agreement, including all rights to the payments and other consideration to be made or provided to CEA pursuant thereto;

(k)    all rights to any tax refunds;

(l)    all Claims CEA may have against any Person, excluding accounts receivable for goods or services sold or provided in the ordinary course of business to a Person who is not an Affiliate;

(m)    any and all Claims or causes of action against directors, officers, shareholders, employees or “Insiders” (as that term is defined in section 101(31) of the Bankruptcy Code) of CEA;

(n)    all cash, including without limiting the generality of the foregoing, all cash pledged to secure a letter of credit in the approximate amount of $95,000.00 issued to the City of Chicago to secure obligations of CEA to the City;

(o)    all prepaid expenses, prepayments, overpayments, payments in excess of amounts owed and rights to refund those excess payments or any other rights to refunds, and all security or other deposits, including without limiting the generality of the foregoing, all rights to receive payment of or recover prepaid expenses, prepayments, overpayments, payments in excess of amounts owed and refunds of those excess payments or any other rights to refunds, and all security or other deposits, which may be owed by or claimed from each of the following: (1) Saab Aircraft of America or its Affiliates, presently believed by CEA to be in the approximate amount of $483,157.00, but which amount is not relevant to qualification as an Excluded Asset; (2) General Electric Engine Services or The General Electric Company presently believed by CEA to be in the approximate amount of $250,000.00, but which amount is not relevant to qualification as an Excluded Asset; (3) Aeronautical Radio, Inc. (sometimes referred to as AR, Inc.) ; and (4) Bank of Blue Valley; and

(p)    all accounts receivable and unbilled accounts receivable and other sums, whether fixed or contingent, and whether or not for goods sold or services rendered, owed or payable to CEA by the St. Joseph County Airport Authority (or any Affiliate thereof) or the Evansville-Vanderburgh Airport Authority, Evansville Regional Airport (or any Affiliate thereof).

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