Exhibit 10.3.3
                                                               EXECUTION VERSION

                 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT,
                               CONSENT AND WAIVER

      THIS  AMENDMENT NO. 2 TO LOAN AND SECURITY  AGREEMENT,  CONSENT AND WAIVER
(this  "AMENDMENT NO. 2"),  dated as of June 27, 2005,  among ATLAS AIR, INC., a
Delaware  corporation  ("ATLAS  AIR"),  POLAR  AIR  CARGO,  INC.,  a  California
corporation  ("POLAR",  and  together  with  Atlas  Air,  each  individually,  a
"BORROWER" and collectively, "BORROWERS"), ATLAS AIR WORLDWIDE HOLDINGS, INC., a
Delaware  corporation  ("ATLAS  HOLDINGS"),  and AIRLINE  ACQUISITION  CORP I, a
Delaware  corporation  (together  with  Atlas  Holdings,  each  individually,  a
"GUARANTOR"   and   collectively,   "GUARANTORS"),   WACHOVIA   BANK,   NATIONAL
ASSOCIATION,  successor by merger to Congress Financial Corporation,  a national
banking  association,  in its  capacity as agent acting for and on behalf of the
parties to the Loan  Agreement  (as  hereinafter  defined)  as lenders  (in such
capacity,  "AGENT"),  and the  parties to the Loan  Agreement  as lenders  (each
individually a "LENDER" and collectively,  "LENDERS").  Unless otherwise defined
herein,  all  capitalized  terms used herein and  defined in the Loan  Agreement
referred to below are used herein as therein defined.

                              W I T N E S S E T H:

      WHEREAS,  Agent,  Lenders,  Borrowers  and  Guarantors  have  entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have  made  and  may  make  loans  and  advances  and  provide  other  financial
accommodations  to Borrowers  as set forth in the Loan and  Security  Agreement,
dated November 30, 2004, by and among Agent,  Lenders,  Borrowers and Guarantors
as amended  hereby (as the same may  hereafter  be  further  amended,  modified,
supplemented, extended, renewed, restated or replaced, the "LOAN AGREEMENT", and
together with all  agreements,  documents and  instruments  at any time executed
and/or  delivered in connection  therewith or related  thereto,  as from time to
time amended, modified, supplemented,  extended, renewed, restated, or replaced,
collectively, the "FINANCING AGREEMENTS");

      WHEREAS,  in  connection  with  the Loan  Agreement,  Polar  executed  and
delivered to the Agent that certain Aircraft Engines Security Agreement dated as
of November 30, 2004 (the "POLAR SECURITY AGREEMENT"),  relating to, among other
things,  thirteen (13) General Electric model CF6-50E2 aircraft engines (the "GE
ENGINES") and sixteen (16) Pratt & Whitney model JT9D aircraft engines;

      WHEREAS, the GE Engines are owned by Atlas Air and not Polar;

      WHEREAS,  the GE Engines were inadvertently  listed as assets of Polar and
included on SCHEDULE I of the Polar Security Agreement;

      WHEREAS,  Borrowers  have  requested  that the two (2) GE Engines  bearing
manufacturer's  serial  numbers  517817  ("ENGINE  517817") and 530273  ("ENGINE
530273", and together with Engine 517817, the "REPLACED ENGINES") be substituted
with two (2) General

<PAGE>

Electric model CF6-50E2 aircraft engines bearing  manufacturer's  serial numbers
517658 and 517598 (the  "SUBSTITUTE  ENGINES")  in  accordance  with  SECTION
9.7(B)(IV) of the Loan Agreement;

      WHEREAS,  on January 24, 2005, (i) Engine 517817, (ii) that certain Boeing
model 747-212F  airframe  bearing  manufacturer's  serial  number 21048 and FAA
registration  number  N8O8MC,  and (iii) those certain  General  Electric  model
CF6-50E2 aircraft engines bearing  manufacturer's  serial numbers 517814, 517943
and 455167 were damaged in an accident (collectively, the "DAMAGED AIRCRAFT");

      WHEREAS, Borrowers have requested that (i) the Agent and Polar release the
GE Engines from the lien and security  interest of the Polar Security  Agreement
and (ii) the Agent and Atlas Air enter into a new security agreement relating to
the GE Engines,  as modified by the replacement of the Replaced Engines with the
Substitute Engines;

      WHEREAS,  Borrowers  have  requested that the Lenders waive any Default or
Event of Default  that may arise  under  SECTION 10 of the Loan  Agreement  as a
result of the  inadvertent  inclusion  by Borrower  of the GE Engines  under the
Polar  Security  Agreement  rather  than  under a  separate  security  agreement
delivered by Atlas Air (the "SPECIFIED DEFAULT");

      WHEREAS,  Borrowers have requested that the Agent and Lenders acknowledge,
consent and agree that all insurance  proceeds  payable under the Settlement (as
hereinafter  defined) will be payable  directly to Atlas Air, without joinder of
Agent or Lenders; and

      WHEREAS,  Borrowers have requested that Agent and Lenders agree to certain
amendments to the Loan  Agreement and Agent and Lenders are willing to so agree,
subject to the terms and conditions contained herein;

      NOW, THEREFORE,  in consideration of the foregoing,  the mutual agreements
and covenants contained herein, and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

NOW, THEREFORE, it is agreed:

A.    AMENDMENTS TO LOAN AGREEMENT.

      1. As used herein, the following term shall have the meaning given to them
below,  and the Loan  Agreement and the other  Financing  Agreements  are hereby
amended to include, in addition and not in limitation, the following definition:

            "AMENDMENT  NO. 2" shall mean that certain  Amendment  No. 2 to Loan
      and  Security  Agreement,  Consent and Waiver dated as of June 27, 2005 by
      and among Agent, Lenders, Borrowers and Guarantors, as the same now exists
      or may hereafter be amended, modified,  supplemented,  extended,  renewed,
      restated or replaced.


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<PAGE>

      2. The  definition  of  "Engines"  set forth in  SECTION  1.76 of the Loan
Agreement is amended by deleting  such  definition in its entirety and replacing
and restating such definition, in its entirety, as follows:

            "ENGINES" shall mean goods of a Borrower or Guarantor  consisting of
      aircraft engines having the equivalent of 750 or more rated take off shaft
      horsepower  and that are  owned by a  Borrower  or  Guarantor  and used in
      connection  with the  operation  of its  Aircraft,  whether  now  owned or
      hereafter  acquired and wherever  located;  PROVIDED,  HOWEVER,  "Engines"
      shall not mean those certain  General  Electric  model  CF6-50E2  aircraft
      engines bearing  manufacturer's serial numbers 517817,  517814, 517943 and
      455167.

      3. The  definition  of  "Equipment"  set forth in SECTION 1.78 of the Loan
Agreement is amended by deleting  such  definition in its entirety and replacing
and restating such definition, in its entirety, as follows:

            "EQUIPMENT"  shall mean, as to each Borrower and  Guarantor,  all of
      such  Borrower's  and   Guarantor's  now  owned  and  hereafter   acquired
      equipment,  wherever  located,  including  machinery,  data processing and
      computer  equipment  (whether now owned or licensed and including embedded
      software),  Aircraft,  Engines, flight simulators,  Spare Parts, vehicles,
      tools, furniture,  fixtures, all attachments,  accessions and property now
      or  hereafter  affixed  thereto  or  used  in  connection  therewith,  and
      substitutions  and  replacements  thereof,  wherever  located;   PROVIDED,
      HOWEVER,  "Equipment"  shall not mean (i) that certain Boeing model 747-21
      2F  airframe   bearing   manufacturer's   serial   number  21048  and  FAA
      registration  number N8O8MC,  or (ii) those certain General Electric model
      CF6-50E2  aircraft engines bearing  manufacturer's  serial numbers 517817,
      517814, 517943 and 455167.

      B. ATLAS SECURITY AGREEMENT AND PARTIAL RELEASE

            1. Concurrently with the delivery of this Amendment No. 2, Atlas Air
and Agent,  as Secured  Party,  shall duly  execute  and  deliver  that  certain
Aircraft  Engines  Security  Agreement in the form attached  hereto as EXHIBIT A
covering the GE Engines, reflecting the replacement of the Replaced Engines with
the  Substitute  Engines  (the  "ATLAS  SECURITY  AGREEMENT"),  to be filed  and
recorded  with the FAA as  appropriate  to effect  the  perfection  of the first
priority  security  interest  of Agent,  for the  benefit of the  Lenders,  with
respect to the Collateral subject thereto.

            2. Concurrently with the delivery of this Amendment No. 2, Agent, as
Secured Party,  shall duly execute and deliver that certain FAA Partial  Release
in the form  attached  hereto as  EXHIBIT  B,  which  shall  have the  effect of
releasing  the GE  Engines  from the  security  interest  and lien of the  Polar
Security Agreement (the "RELEASE").


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<PAGE>

      C. CONSENT AND WAIVER

            1. The  Lenders  hereby  acknowledge,  consent  and  agree  that all
insurance   proceeds   payable  under  the  compromise   and   settlement   (the
"SETTLEMENT")  entered into by Atlas Air with its insurance  carrier relating to
certain claims and casualty losses including, among other things, claims for the
damage to the Damaged  Aircraft as set forth in that certain  letter dated April
6, 2005  from  Atlas  Holdings  to Willis  Global  Aviation,  a copy of which is
attached hereto as EXHIBIT C, will be payable  directly and solely to Atlas Air,
without joinder of Agent or Lenders.

            2. Subject to the  satisfaction  of the agreements set forth herein,
and in  accordance  with SECTION 11.3 of the Loan  Agreement,  the Agent and the
Lenders  hereby  waive any  Default or Event of Default  that may arise from the
Specified Default;  PROVIDED,  HOWEVER, that such waiver shall be effective only
in the specific  instance and for the specific purpose set forth herein and does
not allow for any other or further  departure  from the terms and  conditions of
the Financing Agreements,  which terms and conditions shall remain in full force
and effect.  Without limiting the generality of the foregoing,  it is understood
and agreed that nothing in this  Amendment No. 2 shall be deemed a waiver of any
other  Default or Event of Default  whether  known or unknown by the Lenders and
whether now existing or hereafter arising.

      D.  REPRESENTATIONS,   WARRANTIES  AND  COVENANTS.   In  addition  to  the
continuing  representations,  warranties  and covenants  heretofore or hereafter
made by  Borrowers  and  Guarantors  to Agent and Lenders  pursuant to the other
Financing Agreements,  each of Borrowers and Guarantors,  jointly and severally,
hereby  represents,  warrants  and  covenants  with and to Agent and  Lenders as
follows  (which  representations,  warranties  and covenants are  continuing and
shall survive the execution and delivery hereof and shall be  incorporated  into
and made a part of the Financing Agreements):

            1. This  Amendment  No. 2 has been  duly  authorized,  executed  and
delivered by all  necessary  corporate  action on the part of each  Borrower and
Guarantor  which is a party  hereto,  and is in full  force and effect as of the
date hereof,  and the  agreements  and  obligations  of Borrowers and Guarantors
contained herein  constitute legal,  valid and binding  obligations of Borrowers
and Guarantors enforceable against them in accordance with their terms.

            2. All of the  representations  and warranties set forth in the Loan
Agreement  and the other  Financing  Agreements,  each as amended or modified as
contemplated  hereby, are true and correct in all material respects on and as of
the date  hereof as if made on the date  hereof,  except to the  extent any such
representation  or warranty is made as of a specified  date,  in which case such
representation or warranty shall have been true and correct as of such date.

            3. After  giving  effect to the waiver set forth in SECTION C above,
no Default or Event of Default shall exist or have occurred and be continuing on
the date hereof.

            4. All necessary  actions and proceedings  required by the Financing
Agreements in connection with this Amendment No. 2, applicable law or regulation
and the  transactions  contemplated  thereby have been duly and validly taken in
accordance with the terms thereof,  and all required  consents thereto under any
agreement, document or instrument to


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<PAGE>

which  Borrowers and  Guarantors  are a party,  and all  applicable  consents or
approvals of governmental authorities, have been obtained.

      E. CONDITIONS  PRECEDENT.  The  effectiveness of the amendments  contained
herein shall only be effective  upon the  satisfaction  of each of the following
conditions precedent in a manner satisfactory to Agent:

            1. Agent shall have received,  as of the date hereof, this Amendment
No. 2, duly authorized, executed, and delivered by the parties hereto.

            2.  Agent  shall have  received,  as of the date  hereof,  the Atlas
Security  Agreement,  duly  authorized,  executed,  and delivered by the parties
thereto.

            3. Agent shall have received, as of the date hereof, a legal opinion
of Crowe and Dunlevy, P.C., FAA counsel to the Borrowers,  in form and substance
satisfactory to Agent.

            4. after  giving  effect to the waiver set forth in SECTION C above,
no Default or Event of Default shall exist or have occurred and be continuing on
the date hereof.

      F. EFFECT OF THIS  AMENDMENT NO. 2. This  Amendment No. 2 constitutes  the
entire  agreement of the parties with respect to the subject  matter  hereof and
thereof,  and  supersedes all prior oral or written  communications,  memoranda,
proposals,  negotiations,  discussions, term sheets and commitments with respect
to the subject matter hereof and thereof.  Except as expressly  amended pursuant
hereto  and except  for the  agreements  expressly  contained  herein,  no other
changes or modifications or waivers to the Financing  Agreements are intended or
implied,  and  in  all  other  respects  the  Financing  Agreements  are  hereby
specifically  ratified,  restated and confirmed by all parties  hereto as of the
effective date hereof. To the extent that any provision of the Loan Agreement or
any of the other Financing  Agreements are  inconsistent  with the provisions of
this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

      G.  GOVERNING  LAW.  The rights and  obligations  hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York (but excluding any principles of
conflicts  of law or other rule of law that would cause the  application  of the
law of any jurisdiction other than the laws of the State of New York).

      H. BINDING EFFECT. This Amendment No. 2 shall be binding upon and inure to
the benefit of each of the parties  hereto and their  respective  successors and
assigns.

      I.  COUNTERPARTS.  This  Amendment  No. 2 may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same  agreement.  In making proof of this  Amendment  No, 2, it shall not be
necessary to produce or account for more than one counterpart  thereof signed by
each  of the  parties  hereto.  Delivery  of an  executed  counterpart  of  this
Amendment No. 2 by  telecopier  shall have the same force and effect as delivery
of an  original  executed  counterpart  of  this  Amendment  No.  2.  Any  party
delivering an executed  counterpart of this  Amendment No. 2 by telecopier  also
shall deliver an original executed  counterpart of this Amendment No. 2, but the
failure to deliver an original


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<PAGE>

executed counterpart shall not affect the validity,  enforceability, and binding
effect of this Amendment No. 2 as to such party or any other party.

      J. FURTHER  ASSURANCES.  The parties  hereto  agree to promptly  take such
action, upon the reasonable request of the Agent or the Lenders as is reasonably
necessary to carry out the intent of this Amendment No. 2.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
                           SIGNATURE PAGES TO FOLLOW.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Loan  and  Security  Agreement,  Consent  and  Waiver  to be duly  executed  and
delivered  by  their  authorized  officers  as of the day and year  first  above
written.

AGENT:                                         BORROWERS:

WACHOVIA BANK, NATIONAL                        ATLAS AIR, INC.
ASSOCIATION,
as successor by merger to Congress Financial   By: /s/ Dorinda Pannozzo
Corporation, as Agent                              -----------------------------
                                               Title: Assistant Treasurer
By: /s/ Dave Luce                                     --------------------------
    -------------------------------
Title: VICE PRESIDENT                          POLAR AIR CARGO, INC.
       ----------------------------
                                               By: /s/ William C. Bradley
                                                   -----------------------------
                                               Title: Vice President & Treasurer
                                                      --------------------------

LENDERS:                                       GUARTANTORS:

WACHOVIA BANK, NATIONAL                        ATLAS AIR WORLDWIDE
ASSOCIATION,                                   HOLDINGS, INC.
as successor by merger to Congress Financial
Corporation, as Agent                          By: /s/ William C. Bradley
                                                   -----------------------------
By: /s/ Dave Luce                              Title: Vice President & Treasurer
    -------------------------------                   --------------------------
Title: VICE PRESIDENT
       ----------------------------
                                               AIRLINE ACQUISITION CORP I

                                               By: /s/ William C. Bradley
                                                   -----------------------------
                                               Title: Vice President & Treasurer
                                                      --------------------------