<PAGE>   1
                                                                    EXHIBIT 4.24



                                 EXHIBIT C-1 to
                             Note Purchase Agreement

                     OWNED AIRCRAFT PARTICIPATION AGREEMENT




<PAGE>   2





             CONFIDENTIAL: SUBJECT TO RESTRICTIONS ON DISSEMINATION
                    SET FORTH IN SECTION 7 OF THIS AGREEMENT




================================================================================





                             PARTICIPATION AGREEMENT

                         Dated as of _______ ___, _____

                                      Among

                                ATLAS AIR, INC.,

                                     Owner,

                                       and

                            WILMINGTON TRUST COMPANY,
                         Not in its individual capacity
                      except as expressly provided herein,
               but solely as Mortgagee under the Trust Indenture,
                 as Subordination Agent under the Intercreditor
                     Agreement and as a Pass Through Trustee
                 under each of the Pass Through Trust Agreements

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


                       One Boeing Model 747-47UF Aircraft
                     Bearing Manufacturer's Serial No. _____
                        and U.S. Registration No. N   MC



================================================================================

<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>        <C>                                                                   <C>
SECTION 1. DEFINITIONS AND CONSTRUCTION ..........................................2

SECTION 2. SECURED LOANS; CLOSING ................................................2
             2.1. Making of Loans and Issuance of Equipment Notes ................2
             2.2. Closing ....................................................... 3

SECTION 3. [Intentionally Omitted] ...............................................3

SECTION 4. CONDITIONS PRECEDENT ..................................................3
             4.1. Conditions Precedent to the Obligations
                    of the Pass Through
                    Trustees .....................................................3
             4.2. Conditions Precedent to Obligations
                    of Mortgagee .................................................7
             4.3. Conditions Precedent to Obligations
                    of Owner .....................................................8
             4.4. Post-Registration Opinion ......................................9

SECTION 5. REPRESENTATIONS AND WARRANTIES ........................................9
             5.1. Owner's Representations and
                    Warranties ...................................................9
             5.2. WTC's Representations and
                    Warranties ..................................................12

SECTION 6. COVENANTS, UNDERTAKINGS AND AGREEMENTS ...............................16
             6.1. Covenants of Owner ............................................16
             6.2. Covenants of WTC ..............................................17
             6.3. Covenants of Note Holders .....................................18
             6.4. Agreements ....................................................20

SECTION 7. CONFIDENTIALITY ......................................................23

SECTION 8. INDEMNIFICATION AND EXPENSES .........................................24
             8.1. General Indemnity .............................................24
             8.2. Expenses ......................................................30
             8.3. General Tax Indemnity .........................................31
             8.4. Payments ......................................................41
             8.5. Interest ......................................................41
             8.6. Benefit of Indemnities ........................................41
</TABLE>


                                       -i-
<PAGE>   4


<TABLE>
<S>        <C>                                                                   <C>
SECTION 9. ASSIGNMENT OR TRANSFER OF INTEREST ...................................42
             9.1. Note Holders ..................................................42
             9.2. Effect of Transfer ............................................42

SECTION 10. SECTION 1110 ........................................................43

SECTION 11. CHANGE OF CITIZENSHIP ...............................................43
             11.1. Generally ....................................................43
             11.2. Mortgagee ....................................................43

SECTION 12. MISCELLANEOUS .......................................................43
             12.1. Amendments ...................................................43
             12.2. Severability .................................................43
             12.3. Survival .....................................................44
             12.4. Reproduction of Documents ....................................44
             12.5. Counterparts .................................................44
             12.6. No Waiver ....................................................44
             12.7. Notices ......................................................45
             12.8. GOVERNING LAW; SUBMISSION TO
                     JURISDICTION; VENUE ........................................45
             12.9. Third-Party Beneficiary ......................................47
             12.10. Entire Agreement ............................................47
             12.11. Further Assurances ..........................................47

SECTION 13. SALE/LEASEBACK TRANSACTIONS .........................................47


SCHEDULES AND EXHIBITS

SCHEDULE 1  - Accounts; Addresses
SCHEDULE 2  - Commitments
SCHEDULE 3  - Certain Terms
SCHEDULE 4  - Permitted Countries
EXHIBIT A   - Opinion of special counsel to Owner
EXHIBIT B   - Opinion of corporate counsel to Owner
EXHIBIT C   - Opinion of Boeing
EXHIBIT D   - Opinion of special counsel to Mortgagee and to Pass Through Trustees
EXHIBIT E   - Opinions of special counsel in Oklahoma City, Oklahoma
</TABLE>


                                      -ii-
<PAGE>   5
                             PARTICIPATION AGREEMENT


         PARTICIPATION AGREEMENT, dated as of __________ __, _____ (this
"Agreement") among (a) ATLAS AIR, INC., a Delaware corporation ("Owner"), (b)
WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual
capacity, except as expressly provided herein, but solely as Mortgagee under the
Trust Indenture (in its capacity as Mortgagee, "Mortgagee" and in its individual
capacity, "WTC"), (c) WILMINGTON TRUST COMPANY, not in its individual capacity,
except as expressly provided herein, but solely as Pass Through Trustee under
each of the Pass Through Trust Agreements (each, a "Pass Through Trustee") and
(d) WILMINGTON TRUST COMPANY, not in its individual capacity, except as
expressly provided herein, but solely as Subordination Agent under the
Intercreditor Agreement ("Subordination Agent").


                                    RECITALS

         A. Owner and Airframe Manufacturer have entered into the Purchase
Agreement, pursuant to which, among other things, Airframe Manufacturer has
agreed to manufacture and sell to Owner and Owner has agreed to purchase from
Airframe Manufacturer, certain aircraft, including the Aircraft.

         B. Pursuant to each of the Pass Through Trust Agreements, the Pass
Through Trusts were created and the Pass Through Certificates were issued and
sold.

         C. Each Pass Through Trustee has agreed to use all or a portion of the
proceeds from the issuance and sale of the Pass Through Certificates issued by
each Pass Through Trust to purchase from Owner, on behalf of the related Pass
Through Trust, the Equipment Note bearing the same interest rate as the Pass
Through Certificates issued by such Pass Through Trust.

         D. Owner and Mortgagee, concurrently with the execution and delivery
hereof, have entered into the Trust Indenture for the benefit of the Note
Holders, pursuant to which, among other things, Owner agrees (1) to issue
Equipment Notes, in the amounts and otherwise as provided in the Trust
Indenture, and (2) to mortgage, pledge and assign to Mortgagee all of Owner's
right, title and interest in the Collateral to secure the Secured Obligations,
including, without limitation, Owner's obligations under the Equipment Notes.


<PAGE>   6
                                      -2-


         E. The parties hereto wish to set forth in this Agreement the terms and
conditions upon and subject to which the aforesaid transactions shall be
effected.

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

SECTION 1.    DEFINITIONS AND CONSTRUCTION

         Capitalized terms used but not defined herein (including in the initial
paragraph and Recitals above) shall have the respective meanings set forth or
incorporated by reference, and shall be construed and interpreted in the manner
described, in Annex A to the Trust Indenture.

SECTION 2.    SECURED LOANS; CLOSING

         2.1.    MAKING OF LOANS AND ISSUANCE OF EQUIPMENT NOTES

         Subject to the terms and conditions of this Agreement, on the date
hereof or on such other date agreed to by the parties hereto (the "Closing
Date"):

     (a) Each Pass Through Trustee listed on Schedule 2 shall make a secured
         loan to the Owner in the amount in Dollars opposite such Pass Through
         Trustee's name on Schedule 2; and

     (b) The Owner shall issue, pursuant to and in accordance with the
         provisions of Article II of the Trust Indenture, to the Subordination
         Agent as the registered holder on behalf of each such Pass Through
         Trustee, one or more Equipment Notes, dated the Closing Date, of the
         Series set forth opposite such Pass Through Trustee's name on Schedule
         2, in an aggregate principal amount equal to the secured loan made by
         each such Pass Through Trustee.

         In addition, the Owner shall have the option to issue the Series D
Equipment Notes on or after the Closing Date, subject to the terms of the Note
Purchase Agreement. If Series D Equipment Notes are issued after the Closing
Date, each Note Holder of such Equipment Notes shall be entitled to execute a
counterpart to this Agreement and become a party hereto.



<PAGE>   7
                                      -3-


         2.2.    CLOSING

         (a) The Closing of the transactions contemplated hereby shall take
place at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New
York 10005, or at such other place as the parties shall agree.

         (b) All payments pursuant to this Section 2 shall be made in
immediately available funds to such accounts set forth in Schedule 1 hereto.

SECTION 3.    [INTENTIONALLY OMITTED]

SECTION 4.    CONDITIONS PRECEDENT

         4.1. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PASS THROUGH
              TRUSTEES

         The obligation of each Pass Through Trustee listed on Schedule 2 to
make the secured loan described in Section 2.1(a) and to participate in the
transactions contemplated by this Agreement on the Closing Date is subject to
the fulfillment, prior to or on the Closing Date, of the following conditions
precedent:

               4.1.1     EQUIPMENT NOTES

         The Owner shall have tendered the Equipment Notes to be issued to such
Pass Through Trustees to the Mortgagee for authentication and the Mortgagee
shall have authenticated such Equipment Notes to be issued to such Pass Through
Trustees and shall have tendered the Equipment Notes to the Subordination Agent
on behalf of such Pass Through Trustees, against receipt of the loan proceeds,
in accordance with Section 2.1.

               4.1.2     DELIVERY OF DOCUMENTS

         The Subordination Agent on behalf of each Pass Through Trustee shall
have received executed counterparts or conformed copies of the following
documents:

               (i)  this Agreement;

              (ii)  the Trust Indenture;

             (iii)  the initial Trust Indenture Supplement;


<PAGE>   8
                                      -4-



              (iv)  the broker's report and insurance certificates required by
          Section 4.06 of the Trust Indenture;

               (v)  the Consent and Agreement and the Engine Consent and
          Agreement;

              (vi)  the Bills of Sale;

             (vii)  (A) a copy of the Certificate of Incorporation and By-Laws
          of Owner and resolutions of the board of directors of Owner and/or the
          executive committee thereof, in each case certified as of the Closing
          Date, by the Secretary or an Assistant Secretary of Owner, duly
          authorizing the execution, delivery and performance by owner of the
          Operative Agreements to which it is party required to be executed and
          delivered by Owner on or prior to the Closing Date in accordance with
          the provisions hereof and thereof; and (B) an incumbency certificate
          of Owner as to the person or persons authorized to execute and deliver
          the Operative Agreements on behalf of Owner;

            (viii)  an Officer's Certificate of Owner, dated as of the Closing
          Date, stating that its representations and warranties set forth in
          this Agreement are true and correct as of the Closing Date (or, to the
          extent that any such representation and warranty expressly relates to
          an earlier date, true and correct as of such earlier date);

              (ix)  the Financing Statements;

               (x)  the following opinions of counsel, in each case dated the
          Closing Date:

               (A)  an opinion of Cahill Gordon & Reindel, special counsel to
          Owner, substantially in the form of Exhibit A;

               (B)  an opinion of Owner's Legal Department, substantially in the
          form of Exhibit B;

               (C)  an opinion of The Boeing Company, substantially in the form
          of Exhibit C;

               (D) an opinion of Morris, James, Hitchens & Williams LLP, special
          counsel to Mortgagee and to the Pass Through Trustees, substantially
          in the form of Exhibit D;


<PAGE>   9
                                      -5-


               (E)  an opinion of Crowe & Dunlevy, special counsel in Oklahoma
          City, Oklahoma, substantially in the form of Exhibit E-1; and

              (xi)  a copy of a current, valid Standard Certificate of
          Airworthiness for the Aircraft duly issued by the FAA, together with a
          copy of a duly executed application for registration of the Aircraft
          with the FAA in the name of the Owner.

               4.1.3     PERFECTED SECURITY INTEREST

         On the Closing Date, after giving effect to the filing of the FAA Filed
Documents and the Financing Statements, Mortgagee shall have received a duly
perfected first priority security interest in all of Owner's right, title and
interest in the Aircraft, subject only to Permitted Liens.

               4.1.4     VIOLATION OF LAW

         No change shall have occurred after the date of this Agreement in any
applicable Law that makes it a violation of Law for (a) Owner, any Pass Through
Trustee, Subordination Agent or Mortgagee to execute, deliver and perform the
Operative Agreements to which any of them is a party or (b) any Pass Through
Trustee to make the loan contemplated by Section 2.1 to acquire an Equipment
Note or to realize the benefits of the security afforded by the Trust Indenture.

               4.1.5     REPRESENTATIONS, WARRANTIES AND COVENANTS

         The representations and warranties of each party to this Agreement
made, in each case, in this Agreement and in any other Operative Agreement to
which it is a party, shall be true and accurate in all material respects as of
the Closing Date (unless any such representation and warranty shall have been
made with reference to a specified date, in which case such representation and
warranty shall be true and accurate as of such specified date) and each other
party to this Agreement shall have performed and observed, in all material
respects, all of its covenants, obligations and agreements in this Agreement and
in any other Operative Agreement to which it is a party to be observed or
performed by it as of the Closing Date.


<PAGE>   10
                                      -6-


               4.1.6     NO EVENT OF DEFAULT

         On the Closing Date, no event shall have occurred and be continuing, or
would result from the mortgage of the Aircraft, which would constitute a Default
or an Event of Default.

               4.1.7     NO EVENT OF LOSS

         No Event of Loss with respect to the Airframe or any Engine shall have
occurred and no circumstance, condition, act or event that, with the giving of
notice or lapse of time or both, would give rise to or constitute an Event of
Loss with respect to the Airframe or any Engine shall have occurred.

               4.1.8     TITLE

         Owner shall have good title (subject to filing and recordation of the
FAA Bill of Sale with the FAA) to the Aircraft, free and clear of all Liens,
except Permitted Liens.

               4.1.9     CERTIFICATION

         The Aircraft shall have been duly certificated by the FAA as to type
and airworthiness in accordance with the terms of the Purchase Agreement.

               4.1.10    SECTION 1110

         Mortgagee shall be entitled to the benefits of Section 1110 (as
currently in effect) with respect to the right to take possession of the
Airframe and Engines as provided in the Trust Indenture in the event of a case
under Chapter 11 of the Bankruptcy Code in which Owner is a debtor.

               4.1.11    FILING

         On the Closing Date (a) the FAA Filed Documents shall have been duly
filed for recordation (or shall be in the process of being so duly filed for
recordation) with the FAA in accordance with the Act and (b) each Financing
Statement shall have been duly filed (or shall be in the process of being so
duly filed) in the appropriate jurisdiction.

               4.1.12    NO PROCEEDINGS

         No action or proceeding shall have been instituted, nor shall any
action be threatened in writing, before any Government Entity, nor shall any
order, judgment or decree have been issued or proposed to be issued by any
Government Entity, to set aside,


<PAGE>   11
                                      -7-



restrain, enjoin or prevent the completion and consummation of this Agreement or
any other Operative Agreement or the transactions contemplated hereby or
thereby.

               4.1.13    GOVERNMENTAL ACTION

         All appropriate action required to have been taken prior to the Closing
Date by the FAA, or any governmental or political agency, subdivision or
instrumentality of the United States, in connection with the transactions
contemplated by this Agreement shall have been taken, and all orders, permits,
waivers, authorizations, exemptions and approvals of such entities required to
be in effect on the Closing Date in connection with the transactions
contemplated by this Agreement shall have been issued.

               4.1.14    NOTE PURCHASE AGREEMENT

         The conditions precedent to the obligations of the Pass Through
Trustees and the other requirements relating to the Aircraft and the Equipment
Notes set forth in the Note Purchase Agreement shall have been satisfied.

         4.2.    CONDITIONS PRECEDENT TO OBLIGATIONS OF MORTGAGEE

         The obligation of Mortgagee to authenticate the Equipment Notes on the
Closing Date is subject to the satisfaction or waiver by Mortgagee, on or prior
to the Closing Date, of the conditions precedent set forth below in this Section
4.2.

               4.2.1     DOCUMENTS

         Executed originals of the agreements, instruments, certificates or
documents described in Section 4.1.2 shall have been received by Mortgagee,
except as specifically provided therein, unless the failure to receive any such
agreement, instrument, certificate or document is the result of any action or
inaction by Mortgagee.

               4.2.2     OTHER CONDITIONS PRECEDENT

         Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and
4.1.10 shall have been satisfied unless the failure of any such condition to be
satisfied is the result of any action or inaction by Mortgagee.


<PAGE>   12
                                      -8-


               4.3.      CONDITIONS PRECEDENT TO OBLIGATIONS OF OWNER

         The obligation of Owner to participate in the transaction contemplated
hereby on the Closing Date is subject to the satisfaction or waiver by Owner, on
or prior to the Closing Date, of the conditions precedent set forth below in
this Section 4.3.

               4.3.1     DOCUMENTS

         Executed originals of the agreements, instruments, certificates or
documents described in Section 4.1.2 shall have been received by Owner, except
as specifically provided therein, and shall be satisfactory to Owner, unless the
failure to receive any such agreement, instrument, certificate or document is
the result of any action or inaction by Owner. In addition, the Owner shall have
received the following:

               (i) (A) an incumbency certificate of WTC as to the person or
          persons authorized to execute and deliver the Operative Agreements on
          behalf of WTC and (B) a copy of the Certificate of Incorporation and
          By-Laws and general authorizing resolution of the board of directors
          (or executive committee) or other satisfactory evidence of
          authorization of WTC, certified as of the Closing Date by the
          Secretary or Assistant or Attesting Secretary of WTC, which authorize
          the execution, delivery and performance by WTC of the Operative
          Agreements to which it is a party; and

               (ii) an Officer's Certificate of WTC, dated as of the Closing
          Date, stating that its representations and warranties in its
          individual capacity or as Mortgagee, a Pass Through Trustee or
          Subordination Agent, as the case may be, set forth in this Agreement
          are true and correct as of the Closing Date (or, to the extent that
          any such representation and warranty expressly relates to an earlier
          date, true and correct as of such earlier date).

               4.3.2     OTHER CONDITIONS PRECEDENT

         Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6,
4.1.7, 4.1.8, 4.1.9, 4.1.10, 4.1.11, 4.1.12 and 4.1.13 shall have been satisfied
or waived by Owner, unless the failure of any such condition to be satisfied is
the result of any action or inaction by Owner.


<PAGE>   13
                                      -9-


         4.4.     POST-REGISTRATION OPINION

                  Promptly upon the registration of the Aircraft and the
recordation of the FAA Filed Documents pursuant to the Act, Owner will cause
Crowe & Dunlevy, special counsel in Oklahoma City, Oklahoma, to deliver to
Owner, each Pass Through Trustee and Mortgagee a favorable opinion or opinions
addressed to each of them with respect to such registration and recordation.

SECTION 5.     REPRESENTATIONS AND WARRANTIES

         5.1.     OWNER'S REPRESENTATIONS AND WARRANTIES

         Owner represents and warrants to each Pass Through Trustee,
Subordination Agent and Mortgagee that:

               5.1.1     ORGANIZATION; QUALIFICATION

         Owner is a corporation duly incorporated, validly existing and in good
standing under the Laws of the State of Delaware and has the corporate power and
authority to conduct the business in which it is currently engaged and to own or
hold under lease its properties and to enter into and perform its obligations
under the Operative Agreements to which it is party. Owner is duly qualified to
do business as a foreign corporation in good standing in each jurisdiction in
which the nature and extent of the business conducted by it, or the ownership of
its properties, requires such qualification, except where the failure to be so
qualified would not give rise to a Material Adverse Change to Owner.

               5.1.2     CORPORATE AUTHORIZATION

         Owner has taken, or caused to be taken, all necessary corporate action
(including, without limitation, the obtaining of any consent or approval of
stockholders required by its Certificate of Incorporation or By-Laws) to
authorize the execution and delivery of each of the Operative Agreements to
which it is party, and the performance of its obligations thereunder.

               5.1.3     NO VIOLATION

         The execution and delivery by Owner of the Operative Agreements to
which it is party, the performance by Owner of its obligations thereunder and
the consummation by Owner on the Closing Date of the transactions contemplated
thereby, do not and will not (a) violate any provision of the Certificate of
Incorporation or By-Laws of Owner, (b) violate any Law applicable to or binding


<PAGE>   14
                                      -10-


on Owner or (c) violate or constitute any default under (other than any
violation or default that would not result in a Material Adverse Change to
Owner), or result in the creation of any Lien (other than as permitted under the
Trust Indenture) upon the Aircraft under, any indenture, mortgage, chattel
mortgage, deed of trust, conditional sales contract, lease, loan or other
material agreement, instrument or document to which Owner is a party or by which
Owner or any of its properties is bound.

               5.1.4     APPROVALS

         The execution and delivery by Owner of the Operative Agreements to
which Owner is a party, the performance by Owner of its obligations thereunder
and the consummation by Owner on the Closing Date of the transactions
contemplated thereby do not and will not require the consent or approval of, or
the giving of notice to, or the registration with, or the recording or filing of
any documents with, or the taking of any other action in respect of, (a) any
trustee or other holder of any Debt of Owner and (b) any Government Entity,
other than the filing of (x) the FAA Filed Documents and the Financing
Statements (and continuation statements periodically) and (y) filings,
recordings, notices or other ministerial actions pursuant to any routine
recording, contractual or regulatory requirements applicable to it.

               5.1.5     VALID AND BINDING AGREEMENTS

         The Operative Agreements to which Owner is a party have been duly
authorized, executed and delivered by Owner and, assuming the due authorization,
execution and delivery thereof by the other party or parties thereto, constitute
the legal, valid and binding obligations of Owner and are enforceable against
Owner in accordance with the respective terms thereof, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar Laws affecting the rights of
creditors generally and general principles of equity, whether considered in a
proceeding at law or in equity.

               5.1.6     REGISTRATION AND RECORDATION

         Except for (a) the registration of the Aircraft with the FAA pursuant
to the Act in the name of Owner, (b) the filing for recordation (and
recordation) of the FAA Filed Documents, (c) the filing of the Financing
Statements (and continuation statements relating thereto at periodic intervals),
and (d) the affixation of the nameplates referred to in Section 4.02(f) of the
Trust Indenture, no further action, including any filing or recording of any
document (including any financing statement in respect thereof


<PAGE>   15
                                      -11-


under Article 9 of the UCC) is necessary in order to establish and perfect
Mortgagee's security interest in the Aircraft as against Owner and any other
Person, in each case, in any applicable jurisdictions in the United States.

               5.1.7     CHIEF EXECUTIVE OFFICE

         The chief executive office (as such term is defined in Article 9 of the
UCC) of Owner is located at [538 Commons Drive, Golden, Colorado 80401] or [at
2000 Westchester Avenue, White Plains, New York 10560].

               5.1.8     NO EVENT OF LOSS

         No Event of Loss has occurred with respect to the Airframe or any
Engine, and, to the Actual Knowledge of Owner, no circumstance, condition, act
or event has occurred that, with the giving of notice or lapse of time or both
would give rise to or constitute an Event of Loss with respect to the Airframe
or any Engine.

               5.1.9      COMPLIANCE WITH LAWS

         (a) Owner is a Citizen of the United States and a U.S. Air Carrier.

         (b) Owner holds all licenses, permits and franchises from the
appropriate Government Entities necessary to authorize Owner to lawfully engage
in air transportation and to carry on commercial air cargo service as currently
conducted, except where the failure to so hold any such license, permit or
franchise would not give rise to a Material Adverse Change to Owner.

         (c) Owner is not an "investment company" or a company controlled by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

               5.1.10     SECURITIES LAWS

         Neither Owner nor any person authorized to act on its behalf has
directly or indirectly offered any beneficial interest or Security relating to
the ownership of the Aircraft, or any of the Equipment Notes or any other
interest in or security under the Trust Indenture, for sale to, or solicited any
offer to acquire any such interest or security from, or has sold any such
interest or security to, any person in violation of the Securities Act.


<PAGE>   16
                                      -12-


               5.1.11     BROKER'S FEES

         No Person acting on behalf of Owner is or will be entitled to any
broker's fee, commission or finder's fee in connection with the Transactions,
other than the fees and expenses payable by Owner in connection with the sale of
the Pass Through Certificates.

               5.1.12    SECTION 1110

         Mortgagee is entitled to the benefits of Section 1110 (as currently in
effect) with respect to the right to take possession of the Airframe and Engines
as provided in the Trust Indenture in the event of a case under Chapter 11 of
the Bankruptcy Code in which Owner is a debtor.

         5.2.   WTC'S REPRESENTATIONS AND WARRANTIES

         WTC represents and warrants (with respect to Section 5.2.10, solely in
its capacity as Subordination Agent) to Owner that:

               5.2.1     ORGANIZATION, ETC.

         WTC is a Delaware banking corporation duly organized, validly existing
and in good standing under the Laws of the State of Delaware, holding a valid
certificate to do business as a Delaware banking corporation with banking
authority to execute and deliver, and perform its obligations under, the Pass
Through Trustee Agreements and the Operative Agreements to which it is a party.

               5.2.2     CORPORATE AUTHORIZATION

         WTC has taken, or caused to be taken, all necessary corporate action
(including, without limitation, the obtaining of any consent or approval of
stockholders required by Law or by its Certificate of Incorporation or By-Laws)
to authorize the execution and delivery by WTC, in its individual capacity or as
Mortgagee, as a Pass Through Trustee or as Subordination Agent, as the case may
be, of the Pass Through Trustee Agreements and the Operative Agreements to which
it is a party and the performance of its obligations thereunder.

               5.2.3     NO VIOLATION

         The execution and delivery by WTC, in its individual capacity or as
Mortgagee, as a Pass Through Trustee or as Subordination

<PAGE>   17
                                      -13-


Agent, as the case may be, of the Pass Through Trustee Agreements and the
Operative Agreements to which it is a party, the performance by WTC, in its
individual capacity or as Mortgagee, as a Pass Through Trustee or as
Subordination Agent, as the case may be, of its obligations thereunder and the
consummation on the Closing Date of the transactions contemplated thereby, do
not and will not (a) violate any provision of the Certificate of Incorporation
or By-Laws of WTC, (b) violate any Law applicable to or binding on WTC, in its
individual capacity or (except in the case of any Law relating to any Plan) as
Mortgagee, as a Pass Through Trustee or as Subordination Agent, or (c) violate
or constitute any default under (other than any violation or default that would
not result in a Material Adverse Change to WTC, in its individual capacity or
Mortgagee, as a Pass Through Trustee or as Subordination Agent), or result in
the creation of any Lien (other than the Lien of the Trust Indenture) upon any
property of WTC, in its individual capacity or as Mortgagee, as a Pass Through
Trustee or as Subordination Agent, or any of WTC's subsidiaries under, any
indenture, mortgage, chattel mortgage, deed of trust, conditional sales
contract, lease, loan or other agreement, instrument or document to which WTC,
in its individual capacity or as Mortgagee, as a Pass Through Trustee or as
Subordination Agent, is a party or by which WTC, in its individual capacity or
as Mortgagee, as a Pass Through Trustee or as Subordination Agent, or any of
their respective properties is bound.

               5.2.4     APPROVALS

         The execution and delivery by WTC, in its individual capacity or as
Mortgagee, as a Pass Through Trustee or as Subordination Agent, as the case may
be, of the Pass Through Trustee Agreements and the Operative Agreements to which
it is a party, the performance by WTC, in its individual capacity or as
Mortgagee, as a Pass Through Trustee or as Subordination Agent, as the case may
be, of its obligations thereunder and the consummation on the Closing Date by
WTC, in its individual capacity or as Mortgagee, as a Pass Through Trustee or as
Subordination Agent, as the case may be, of the transactions contemplated
thereby do not and will not require the consent, approval or authorization of,
or the giving of notice to, or the registration with, or the recording or filing
of any documents with, or the taking of any other action in respect of, (a) any
trustee or other holder of any Debt of WTC or (b) any Government Entity, other
than the filing of the FAA Filed Documents and the Financing Statements.


<PAGE>   18
                                      -14-


               5.2.5     VALID AND BINDING AGREEMENTS

         The Pass Through Trustee Agreements and the Operative Agreements to
which it a party have been duly authorized, executed and delivered by WTC and,
assuming the due authorization, execution and delivery by the other party or
parties thereto, constitute the legal, valid and binding obligations of WTC, in
its individual capacity or as Mortgagee, as a Pass Through Trustee or as
Subordination Agent, as the case may be, and are enforceable against WTC, in its
individual capacity or as Mortgagee, as a Pass Through Trustee or as
Subordination Agent, as the case may be, in accordance with the respective terms
thereof, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar Laws affecting the
rights of creditors generally and general principles of equity, whether
considered in a proceeding at law or in equity.

               5.2.6     CITIZENSHIP

         WTC is a Citizen of the United States.

               5.2.7     NO LIENS

         On the Closing Date, there are no Liens attributable to WTC in respect
of all or any part of the Collateral.

               5.2.8     LITIGATION

         There are no pending or, to the Actual Knowledge of WTC, threatened
actions or proceedings against WTC, in its individual capacity or as Mortgagee,
as a Pass Through Trustee or as Subordination Agent, before any court,
administrative agency or tribunal which, if determined adversely to WTC, in its
individual capacity or as Mortgagee, as a Pass Through Trustee or as
Subordination Agent, as the case may be, would materially adversely affect the
ability of WTC, in its individual capacity or as Mortgagee, as a Pass Through
Trustee or as Subordination Agent, as the case may be, to perform its
obligations under any of the Pass Through Trustee Agreements or the Operative
Agreements.

               5.2.9      SECURITIES LAWS

         Neither WTC nor any person authorized to act on its behalf has directly
or indirectly offered any beneficial interest or Security relating to the
ownership of the Aircraft or any interest in the Collateral or any of the
Equipment Notes or any other interest in or security under the Collateral for
sale to, or solicited any offer to acquire any such interest or security from,
or has sold any such interest or security to, any Person other than


<PAGE>   19
                                      -15-


the Subordination Agent and the Pass Through Trustees, except for the offering
and sale of the Pass Through Certificates.

               5.2.10    INVESTMENT

         The Equipment Notes to be acquired by the Subordination Agent are being
acquired by it for the account of the Pass Through Trustees, for investment and
not with a view to any resale or distribution thereof, except that, subject to
the restrictions on transfer set forth in Section 9, the disposition by it of
its Equipment Notes shall at all times be within its control.

               5.2.11    TAXES

         There are no Taxes payable by any Pass Through Trustee or WTC, as the
case may be, imposed by the State of Delaware or any political subdivision or
taxing authority thereof in connection with the execution, delivery and
performance by such Pass Through Trustee or WTC, as the case may be, of this
Agreement or any of the Pass Through Trustee Agreements (other than franchise or
other taxes based on or measured by any fees or compensation received by any
such Pass Through Trustee or WTC, as the case may be, for services rendered in
connection with the transactions contemplated by any of the Pass Through Trust
Agreements), and there are no Taxes payable by any Pass Through Trustee or WTC,
as the case may be, imposed by the State of Delaware or any political
subdivision thereof in connection with the acquisition, possession or ownership
by any such Pass Through Trustee of any of the Equipment Notes (other than
franchise or other taxes based on or measured by any fees or compensation
received by any such Pass Through Trustee or WTC, as the case may be, for
services rendered in connection with the transactions contemplated by any of the
Pass Through Trust Agreements), and, assuming that the trusts created by the
Pass Through Trust Agreements will not be taxable as corporations, but, rather,
each will be characterized as a grantor trust under subpart E, Part I of
Subchapter J of the Code or as a partnership under Subchapter K of the Code,
such trusts will not be subject to any Taxes imposed by the State of Delaware or
any political subdivision thereof.

               5.2.12    BROKER'S FEES

         No Person acting on behalf of WTC, in its individual capacity or as
Mortgagee, any Pass Through Trustee or Subordination Agent, is or will be
entitled to any broker's fee, commission or finder's fee in connection with the
Transactions.


<PAGE>   20
                                      -16-


SECTION 6.     COVENANTS, UNDERTAKINGS AND AGREEMENTS

         6.1.  COVENANTS OF OWNER

         Owner covenants and agrees, at its own cost and expense, with each Note
Holder and Mortgagee as follows:

               6.1.1     CORPORATE EXISTENCE; U.S. AIR CARRIER

         Owner shall at all times maintain its corporate existence, except as
permitted by Section 4.07 of the Trust Indenture, and shall at all times remain
a U.S. Air Carrier.

               6.1.2     NOTICE OF CHANGE OF CHIEF EXECUTIVE OFFICE

         Owner will give Mortgagee timely written notice (but in any event
within 30 days prior to the expiration of the period of time specified under
applicable Law to prevent lapse of perfection) of any relocation of its chief
executive office (as such term is defined in Article 9 of the UCC) from its then
present location and will promptly take any action required by Section 6.1.3(c)
as a result of such relocation.

               6.1.3     CERTAIN ASSURANCES

         (a) Owner shall duly execute, acknowledge and deliver, or shall cause
to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such
further acts and things, in any case, as Mortgagee shall reasonably request for
accomplishing the purposes of this Agreement and the other Operative Agreements;
provided that any instrument or other document so executed by Owner will not
expand any obligations or limit any rights of Owner in respect of the
transactions contemplated by any Operative Agreement.

         (b) Owner shall promptly take such action with respect to the
recording, filing, re-recording and refiling of the Trust Indenture and any
supplements thereto, including, without limitation, the initial Trust Indenture
Supplement, as shall be necessary to continue the perfection and priority of the
Lien created by the Trust Indenture.

         (c) Owner, at its sole cost and expense, will cause the FAA Filed
Documents, the Financing Statements and all continuation statements (and any
amendments necessitated by any combination, consolidation or merger of the
Owner, or any relocation of its chief executive office) in respect of the
Financing Statements to be prepared and, subject only to the execution and
delivery thereof by Mortgagee, duly and timely filed and recorded, or filed


<PAGE>   21
                                      -17-


for recordation, to the extent permitted under the Act (with respect to the FAA
Filed Documents) or the UCC or similar law of any other applicable jurisdiction
(with respect to such other documents).

         (d) If the Aircraft has been registered in a country other than the
United States pursuant to Section 4.02(e) of the Trust Indenture, Owner will
furnish to Mortgagee annually after such registration, commencing with the
calendar year after such registration is effected, an opinion of special counsel
reasonably satisfactory to Mortgagee stating that, in the opinion of such
counsel, either that (i) such action has been taken with respect to the
recording, filing, rerecording and refiling of the Operative Agreements and any
supplements and amendments thereto as is necessary to establish, perfect and
protect the Lien created by the Trust Indenture, reciting the details of such
actions, or (ii) no such action is necessary to maintain the perfection of such
Lien.

               6.1.4     SECURITIES LAWS

         Neither Owner nor any person authorized to act on its behalf will
directly or indirectly offer any beneficial interest or Security relating to the
ownership of the Aircraft or any interest in any of the Equipment Notes or any
other interest in or security under the Trust Indenture, for sale to, or solicit
any offer to acquire any such interest or security from, or sell any such
interest or security to, any person in violation of the Securities Act or
applicable state or foreign securities Laws.

         6.2.  COVENANTS OF WTC

         WTC in its individual capacity or as Mortgagee, each Pass Through
Trustee or Subordination Agent, as the case may be, covenants and agrees with
Owner as follows:

               6.2.1     LIENS

         WTC (a) will not directly or indirectly create, incur, assume or suffer
to exist any Lien attributable to it on or with respect to all or any part of
the Collateral or the Aircraft, (b) will, at its own cost and expense, promptly
take such action as may be necessary to discharge any Lien attributable to WTC
on all or any part of the Collateral or the Aircraft and (c) will personally
hold harmless and indemnify Owner, each Note Holder, each of their respective
Affiliates, successors and permitted assigns, and the Collateral from and
against (i) any and all Expenses, and (ii) any interference with the possession,
operation or other use of


<PAGE>   22
                                      -18-


all or any part of the Aircraft, imposed on, incurred by or asserted against any
of the foregoing as a consequence of any such Lien.

               6.2.2     SECURITIES ACT

         WTC in its individual capacity or as Mortgagee, as a Pass Through
Trustee or as Subordination Agent, will not offer any beneficial interest or
Security relating to the ownership of the Aircraft or any interest in the
Collateral, or any of the Equipment Notes or any other interest in or security
under the Trust Indenture for sale to, or solicit any offer to acquire any such
interest or security from, or sell any such interest or security to, any Person
in violation of the Securities Act or applicable state or foreign securities
Laws, provided that the foregoing shall not be deemed to impose on WTC any
responsibility with respect to any such offer, sale or solicitation by any other
party hereto.

               6.2.3     PERFORMANCE OF AGREEMENTS

         WTC, in its individual capacity and as Mortgagee, as a Pass Through
Trustee or as Subordination Agent, as the case may be, shall perform its
obligations under the Pass Through Trustee Agreements and the Operative
Agreements in accordance with the terms thereof.

               6.2.4     WITHHOLDING TAXES

         WTC shall indemnify (on an after-tax basis) and hold harmless Owner
against any United States withholding taxes (and related interest, penalties and
additions to tax) as a result of the failure by WTC to withhold on payments to
any Note Holder if such Note Holder failed to provide to Mortgagee necessary
certificates or forms to substantiate the right to exemption from such
withholding tax.

         6.3.  COVENANTS OF NOTE HOLDERS

         Each Note Holder (including Subordination Agent) as to itself only
covenants and agrees with Owner and Mortgagee as follows:

               6.3.1     WITHHOLDING TAXES

         Such Note Holder (if it is a Non-U.S. Person) agrees to indemnify (on
an after-tax basis) and hold harmless Owner and


<PAGE>   23
                                      -19-


Mortgagee against any United States withholding taxes (and related interest,
penalties and additions to tax) as a result of the inaccuracy or invalidity of
any certificate or form provided by such Note Holder to Mortgagee in connection
with such withholding taxes. Any amount payable hereunder shall be paid within
30 days after receipt by a Note Holder of a written demand therefor.

               6.3.2     TRANSFER; COMPLIANCE

         (a) Such Note Holder will (i) not transfer any Equipment Note or
interest therein in violation of the Securities Act or applicable state or
foreign securities Law; provided, that the foregoing provisions of this section
shall not be deemed to impose on such Note Holder any responsibility with
respect to any such offer, sale or solicitation by any other party hereto, and
(ii) perform and comply with the obligations specified to be imposed on it (as a
Note Holder) under each of the Trust Indenture and the form of Equipment Note
set forth in the Trust Indenture.

         (b) Such Note Holder will not sell, assign, convey, exchange or
otherwise transfer any Equipment Note or any interest in, or represented by, any
Equipment Note (it being understood that this provision is not applicable to the
Pass Through Certificates) unless the proposed transferee thereof first provides
Owner with both of the following:

               (i) a written representation and covenant that either (a) no
          portion of the funds it uses to purchase, acquire and hold such
          Equipment Note or interest directly or indirectly constitutes, or may
          be deemed under the Code or ERISA or any rulings, regulations or court
          decisions thereunder to constitute, the assets of any Plan or (b) the
          transfer, and subsequent holding, of such Equipment Note or interest
          shall not involve or give rise to a transaction that constitutes a
          prohibited transaction within the meaning of Section 406 of ERISA or
          Section 4975(c)(1) of the Code involving Owner, a Pass Through
          Trustee, the Subordination Agent or the proposed transferee (other
          than a transaction that is exempted from the prohibitions of such
          sections by applicable provisions of ERISA or the Code or
          administrative exemptions or regulations issued thereunder); and

               (ii) a written covenant that it will not transfer any Equipment
          Note or any interest in, or represented by, any Equipment Note unless
          the subsequent transferee also makes the representation described in
          clause (i) above and agrees to comply with this clause (ii).


<PAGE>   24
                                      -20-


         6.4.  AGREEMENTS

               6.4.1      QUIET ENJOYMENT

         Each Pass Through Trustee, Subordination Agent, Mortgagee and each Note
Holder agrees as to itself with Owner that, so long as no Event of Default shall
have occurred and be continuing, such Person shall not (and shall not permit any
Affiliate or other Person claiming by, through or under it to) interfere with
Owner's or any Permitted Lessee's rights in accordance with the Trust Indenture
to the quiet enjoyment, possession and use of the Aircraft.

               6.4.2      CONSENTS

         Each Pass Through Trustee, Subordination Agent and Mortgagee covenants
and agrees, for the benefit of Owner, that it shall not unreasonably withhold
its consent to any consent or approval requested of it under the terms of any of
the Operative Agreements which by its terms is not to be unreasonably withheld.

               6.4.3      INSURANCE

         Each Pass Through Trustee, Subordination Agent, Mortgagee and each Note
Holder agrees not to obtain or maintain insurance for its own account as
permitted by Section 4.06 of the Trust Indenture if such insurance would limit
or otherwise adversely affect the coverage of any insurance required to be
obtained or maintained by Owner pursuant to Section 4.06 of the Trust Indenture.

               6.4.4      EXTENT OF INTEREST OF NOTE HOLDERS

         A Note Holder shall not, as such, have any further interest in, or
other right with respect to, the Collateral when and if the principal and
Make-Whole Amount, if any, of and interest on the Equipment Note held by such
Note Holder, and all other sums, then due and payable to such Note Holder
hereunder and under any other Operative Agreement, shall have been paid in full.

               6.4.5     FOREIGN REGISTRATION

         Each Note Holder and Mortgagee hereby agrees, for the benefit of Owner
but subject to the provisions of Section 4.02(b) of the Trust Indenture:


<PAGE>   25
                                      -21-


                  (a) that Owner shall be entitled to register the Aircraft or
cause the Aircraft to be registered in a country other than the United States
subject to compliance with the following:

                    (i)  each of the following requirements is satisfied:

                    (A)  no Special Default or Event of Default shall have
                         occurred and be continuing at the time of such
                         registration;

                    (B)  such proposed change of registration is made in
                         connection with a Permitted Lease to a Permitted Air
                         Carrier;

                    (C)  such country is a country with which the United States
                         then maintains normal diplomatic relations or, if
                         Taiwan, the United States then maintains diplomatic
                         relations at least as good as those in effect on the
                         Closing Date;

                    (ii) the Mortgagee shall have received an opinion of counsel
               (subject to customary exceptions) reasonably satisfactory to the
               Mortgagee addressed to Mortgagee as to the effect that:

                    (A) such country would recognize the Owner's ownership
     interest in the Aircraft;

                    (B) after giving effect to such change in registration, the
     Lien of the Trust Indenture on the Owner's right, title and interest in and
     to the Aircraft shall continue as a valid and duly perfected first priority
     security interest and all filing, recording or other action necessary to
     protect the same shall have been accomplished (or, if such opinion cannot
     be given at the time of such proposed change in registration because such
     change in registration is not yet effective, (1) the opinion shall detail
     what filing, recording or other action is necessary and (2) the Mortgagee
     shall have received a certificate from Owner that all possible preparations
     to accomplish such filing, recording and other action shall have been done,
     and such filing, recording and other action shall be accomplished and a
     supplemental opinion to that effect shall be delivered to the Mortgagee on
     or prior to the effective date of such change in registration);


<PAGE>   26
                                      -22-


                    (C) unless Owner or the Permitted Air Carrier shall have
     agreed to provide insurance covering the risk of requisition of use of the
     Aircraft by the government of such country (so long as the Aircraft is
     registered under the laws of such country), the laws of such country
     require fair compensation by the government of such country payable in
     currency freely convertible into Dollars and freely removable from such
     country (without license or permit, unless Owner prior to such proposed
     reregistration has obtained such license or permit) for the taking or
     requisition by such government of such use; and

                    (D) it is not necessary, solely as a consequence of such
     change in registration and without giving effect to any other activity of
     the Mortgagee (or any Affiliate of the Mortgagee), for the Mortgagee to
     qualify to do business in such jurisdiction as a result of such
     reregistration in order to exercise any rights or remedies with respect to
     the Aircraft.

         (b) In addition, as a condition precedent to any change in registration
Owner shall have given to Mortgagee assurances reasonably satisfactory to
Mortgagee:

         (i)   to the effect that the provisions of Section 4.06 of the Trust
               Indenture have been complied with after giving effect to such
               change of registration;

         (ii)  of the payment by Owner of all reasonable out-of-pocket expenses
               of each Note Holder and Mortgagee in connection with such change
               of registry, including, without limitation (1) the reasonable
               fees and disbursements of counsel to Mortgagee, (2) any filing or
               recording fees, Taxes or similar payments incurred in connection
               with the change of registration of the Aircraft and the creation
               and perfection of the security interest therein in favor of
               Mortgagee for the benefit of Note Holders, and (3) all costs and
               expenses incurred in connection with any filings necessary to
               continue in the United States the perfection of the security
               interest in the Aircraft in favor of Mortgagee for the benefit of
               Note Holders; and

         (iii) to the effect that the tax and other indemnities in favor of
               each person named as an indemnitee under any other Operative
               Agreement afford each


<PAGE>   27
                                      -23-



               such person substantially the same protection as provided prior
               to such change of registration (or Owner shall have agreed upon
               additional indemnities that, together with such original
               indemnities, in the reasonable judgment of Mortgagee, afford such
               protection).

              6.4.6     INTEREST IN CERTAIN ENGINES

         Each Note Holder and Mortgagee agrees, for the benefit of each of the
lessor, conditional seller, mortgagee or secured party of any airframe or engine
leased to, or purchased by, Owner or any Permitted Lessee subject to a lease,
conditional sale, trust indenture or other security agreement that it will not
acquire or claim, as against such lessor, conditional seller, mortgagee or
secured party, any right, title or interest in any engine as the result of such
engine being installed on the Airframe at any time while such engine is subject
to such lease, conditional sale, trust indenture or other security agreement and
owned by such lessor or conditional seller or subject to a trust indenture or
security interest in favor of such mortgagee or secured party.

SECTION 7.     CONFIDENTIALITY

         Owner, Note Holders and Mortgagee shall keep the Participation
Agreement and Annex B to the Trust Indenture confidential and shall not
disclose, or cause to be disclosed, the same to any Person, except (A) to
prospective and permitted transferees of Owner's, a Note Holder's, a Liquidity
Provider's, Mortgagee's or other Indenture Indemnitee's interest or their
respective counsel or special counsel, independent insurance brokers, auditors,
or other agents who agree to hold such information confidential, (B) to Owner's,
a Note Holder's, a Liquidity Provider's, a Pass Through Trustee's, Mortgagee's
or other Indenture Indemnitee's counsel or special counsel, independent
insurance brokers, auditors, or other agents, Affiliates or investors who agree
to hold such information confidential, (C) as may be required by any statute,
court or administrative order or decree, legal process or governmental ruling or
regulation, including those of any applicable insurance regulatory bodies
(including, without limitation, the National Association of Insurance
Commissioners ("NAIC")), federal or state banking examiners, the SEC, IRS
auditors or any stock exchange, (D) with respect to a Note Holder or any Pass
Through Trustee, to a nationally recognized rating agency for the purpose of
obtaining a rating on the Equipment Notes or the Pass Through Certificates or to
support an NAIC rating for the Equipment Notes or (E) such other Persons as are
reasonably deemed necessary by the disclosing party in order to protect the
interests


<PAGE>   28
                                      -24-


of such party or for the purposes of enforcing such documents by such
party; provided, that any and all disclosures permitted by clauses (C), (D), or
(E) above shall be made only to the extent necessary to meet the specific
requirements or needs of the Persons making such disclosures.

SECTION 8.     INDEMNIFICATION AND EXPENSES

         8.1.     GENERAL INDEMNITY

               8.1.1    INDEMNITY

         Whether or not any of the transactions contemplated hereby are
consummated, Owner shall indemnify, protect, defend and hold harmless each
Indemnitee from, against and in respect of, and shall pay on a net after-tax
basis, any and all Expenses of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against any Indemnitee, relating to, resulting from,
or arising out of or in connection with, any one or more of the following:

         (a) The Operative Agreements, the Pass Through Agreements, or the
enforcement of any of the terms of any of the Operative Agreements or the Pass
Through Agreements;

         (b) The Aircraft, the Airframe, any Engine or any Part, including,
without limitation, with respect thereto, (i) the manufacture, design, purchase,
acceptance, nonacceptance or rejection, ownership, registration, reregistration,
deregistration, delivery, nondelivery, lease, sublease, assignment, possession,
use or non-use, operation, maintenance, testing, repair, overhaul, condition,
alteration, modification, addition, improvement, storage, airworthiness,
replacement, repair, sale, substitution, return, abandonment, redelivery or
other disposition of the Aircraft, any Engine or any Part, (ii) any claim or
penalty arising out of violations of applicable Laws by Owner (or any Permitted
Lessee), (iii) tort liability, whether or not arising out of the negligence of
any Indemnitee (whether active, passive or imputed), (iv) death or property
damage of passengers, shippers or others, (v) environmental control, noise or
pollution and (vi) any Liens in respect of the Aircraft, any Engine or any Part;

         (c) The offer, sale, or delivery of any Equipment Notes, Pass Through
Certificates or any interest therein or represented thereby; and

         (d) Any breach of or failure to perform or observe, or any other
noncompliance with, any covenant or agreement or other


<PAGE>   29
                                      -25-


obligation to be performed by Owner under any Operative Agreement to which it is
party or any Pass Through Agreement or the falsity of any representation or
warranty of Owner in any Operative Agreement to which it is party or any Pass
Through Agreement.

               8.1.2     EXCEPTIONS

         Notwithstanding anything contained in Section 8.1.1, Owner shall not be
required to indemnify, protect, defend and hold harmless any Indemnitee pursuant
to Section 8.1.1 in respect of any Expense of such Indemnitee:

         (a) For any Taxes or a loss of Tax benefit, whether or not Owner is
required to indemnify therefor pursuant to Section 8.3;

         (b) Except to the extent attributable to acts or events occurring prior
thereto, acts or events (other than acts or events related to the performance by
Owner of its obligations pursuant to the terms of the Operative Agreements) that
occur after the Trust Indenture is required to be terminated in accordance with
Section 11.01 of the Trust Indenture; provided, that nothing in this clause (b)
shall be deemed to exclude or limit any claim that any Indemnitee may have under
applicable Law by reason of an Event of Default or for damages from Owner for
breach of Owner's covenants contained in the Operative Agreements or to release
Owner from any of its obligations under the Operative Agreements that expressly
provide for performance after termination of the Trust Indenture;

         (c) To the extent attributable to any Transfer (voluntary or
involuntary) by or on behalf of such Indemnitee of any Equipment Note or
interest therein, except for out-of-pocket costs and expenses incurred as a
result of any such Transfer pursuant to the exercise of remedies under any
Operative Agreement;

         (d) [Intentionally Omitted]

         (e) To the extent attributable to the gross negligence or willful
misconduct of such Indemnitee or any related Indemnitee (as defined below)
(other than gross negligence or willful misconduct imputed to such person by
reason of its interest in the Aircraft or any Operative Agreement);

         (f) [Intentionally Omitted]

         (g) To the extent attributable to the incorrectness or breach of any
representation or warranty of such Indemnitee or any

<PAGE>   30
                                      -26-


related Indemnitee contained in or made pursuant to any Operative Agreement or
any Pass Through Agreement;

         (h) To the extent attributable to the failure by such Indemnitee or any
related Indemnitee to perform or observe any agreement, covenant or condition on
its part to be performed or observed in any Operative Agreement or any Pass
Through Agreement;

         (i) To the extent attributable to the offer or sale by such Indemnitee
or any related Indemnitee of any interest in the Aircraft, the Equipment Notes,
the Pass Through Certificates, or any similar interest, in violation of the
Securities Act or other applicable federal, state or foreign securities Laws
(other than any thereof caused by acts or omissions of Owner);

         (j) (i) With respect to any Indemnitee (other than Mortgagee), to the
extent attributable to the failure of the Mortgagee to distribute funds received
and distributable by it in accordance with the Trust Indenture, (ii) with
respect to any Indemnitee (other than the Subordination Agent), to the extent
attributable to the failure of the Subordination Agent to distribute funds
received and distributable by it in accordance with the Intercreditor Agreement,
(iii) with respect to any Indemnitee (other than the Pass Through Trustees), to
the extent attributable to the failure of a Pass Through Trustee to distribute
funds received and distributable by it in accordance with the Pass Through Trust
Agreements, (iv) with respect to any Indemnitee (other than the Escrow Agent),
to the extent attributable to the failure of the Escrow Agent to pay funds
received and payable by it in accordance with any Escrow Agreement, (v) with
respect to any Indemnitee (other than the Paying Agent), to the extent
attributable to the failure of the Paying Agent to distribute funds received and
distributable by it in accordance with any Escrow Agreement, (vi) to the extent
attributable to the failure of the Depositary to pay funds payable by it in
accordance with any Deposit Agreement, (vii) with respect to Mortgagee, to the
extent attributable to the negligence or willful misconduct of Mortgagee in the
distribution of funds received and distributable by it in accordance with the
Trust Indenture, (viii) with respect to the Subordination Agent, to the extent
attributable to the negligence or willful misconduct of the Subordination Agent
in the distribution of funds received and distributable by it in accordance with
the Intercreditor Agreement, (ix) with respect to the Pass Through Trustees, to
the extent attributable to the negligence or willful misconduct of a Pass
Through Trustee in the distribution of funds received and distributable by it in
accordance with the Pass Through Trust Agreements, (x) with respect to the
Escrow Agent, to the extent attributable to the negligence or willful misconduct
of the Escrow


<PAGE>   31
                                      -27-


Agent in the payment of funds received and payable by it in accordance with any
Escrow Agreement, and (xi) with respect to the Paying Agent, to the extent
attributable to the negligence or willful misconduct of the Paying Agent in the
distribution of funds received and distributable by it in accordance with any
Escrow Agreement;

         (k) Other than during the continuation of an Event of Default, to the
extent attributable to the authorization or giving or withholding of any future
amendments, supplements, waivers or consents with respect to any Operative
Agreement or Pass Through Agreement other than such as have been requested or
consented to in writing by Owner or as are required by or made pursuant to the
terms of the Operative Agreements or Pass Through Agreements (unless such
requirement results from the actions of an Indemnitee not required by or made
pursuant to the Operative Agreements or the Pass Through Agreements);

         (l) To the extent attributable to any amount which any Indemnitee
expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by
or be reimbursed by Owner;

         (m) To the extent that such expense is a loss of future profits of, a
cost or expense unreasonably incurred by, or an ordinary and usual operating or
overhead expense of, such Indemnitee;

         (n) [Intentionally Omitted]

         (o) For any Lien in violation of the Operative Agreements attributable
to such Indemnitee or any related Indemnitee;

         (p) If another provision of an Operative Agreement or a Pass Through
Agreement specifies the extent of Owner's responsibility or obligation with
respect to such Expense, to the extent arising from other than failure of Owner
to comply with such specified responsibility or obligation;

         (q) To the extent incurred by or asserted against an Indemnitee as a
result of any "prohibited transaction", within the meaning of Section 406 of
ERISA or Section 4975(c)(1) of the Code; or

         (r) For any loss attributable to, arising from or in connection with
any inspections or inspection rights arising from or in connection with any of
the Operative Agreements or the Transactions.


<PAGE>   32
                                      -28-


         For purposes of this Section 8.1, a Person shall be considered a
"related" Indemnitee with respect to an Indemnitee if such Person is an
Affiliate or employer of such Indemnitee, a director, officer, employee, agent,
or servant of such Indemnitee or any such Affiliate or a successor or permitted
assignee of any of the foregoing.

               8.1.3     SEPARATE AGREEMENT

         This Agreement constitutes a separate agreement with respect to each
Indemnitee and is enforceable directly by each such Indemnitee.

               8.1.4     NOTICE

         If a claim for any Expense that an Indemnitee shall be indemnified
against under this Section 8.1 is made, such Indemnitee shall give prompt
written notice thereof to Owner. Notwithstanding the foregoing, the failure of
any Indemnitee to notify Owner as provided in this Section 8.1.4, or in Section
8.1.5, shall not release Owner from any of its obligations to indemnify such
Indemnitee hereunder, except to the extent that such failure results in an
additional Expense to Owner (in which event Owner shall not be responsible for
such additional Expense) or materially impairs Owner's ability to contest such
claim.

               8.1.5     NOTICE OF PROCEEDINGS; DEFENSE OF CLAIMS; LIMITATIONS

         (a) In case any action, suit or proceeding shall be brought against any
Indemnitee for which Owner is responsible under this Section 8.1, such
Indemnitee shall notify Owner of the commencement thereof and Owner may, at its
expense, participate in and to the extent that it shall wish (subject to the
provisions of the following paragraph), assume and control the defense thereof
and, subject to Section 8.1.5(c), settle or compromise the same.

         (b) Owner or its insurer(s) shall have the right, at its or their
expense, to investigate or, if Owner or its insurer(s) shall agree not to
dispute liability to the Indemnitee giving notice of such action, suit or
proceeding under this Section 8.1.5 for indemnification hereunder or under any
insurance policies pursuant to which coverage is sought, control the defense of,
any action, suit or proceeding, relating to any Expense for which
indemnification is sought pursuant to this Section 8.1, and each Indemnitee
shall cooperate with Owner or its insurer(s) with respect thereto; provided,
that Owner shall not be entitled to control the defense of any such action,
suit, proceeding or compromise


<PAGE>   33
                                      -29-


any such Expense during the continuance of any Event of Default. In connection
with any such action, suit or proceeding being controlled by Owner, such
Indemnitee shall have the right to participate therein, at its sole cost and
expense, with counsel reasonably satisfactory to Owner; provided, that such
Indemnitee's participation does not, in the reasonable opinion of the
independent counsel appointed by the Owner or its insurers to conduct such
proceedings, interfere with the defense of such case.

         (c) In no event shall any Indemnitee enter into a settlement or other
compromise with respect to any Expense without the prior written consent of
Owner, which consent shall not be unreasonably withheld or delayed, unless such
Indemnitee waives its right to be indemnified with respect to such Expense under
this Section 8.1.

         (d) In the case of any Expense indemnified by the Owner hereunder which
is covered by a policy of insurance maintained by Owner pursuant to Section 4.06
of the Indenture, at Owner's expense, each Indemnitee agrees to cooperate with
the insurers in the exercise of their rights to investigate, defend or
compromise such Expense as may be required to retain the benefits of such
insurance with respect to such Expense.

         (e) If an Indemnitee is not a party to this Agreement, Owner may
require such Indemnitee to agree in writing to the terms of this Section 8 and
Section 12.8 prior to making any payment to such Indemnitee under this Section
8.

         (f) Nothing contained in this Section 8.1.5 shall be deemed to require
an Indemnitee to contest any Expense or to assume responsibility for or control
of any judicial proceeding with respect thereto.

               8.1.6      INFORMATION

         Owner will provide the relevant Indemnitee with such information not
within the control of such Indemnitee, as is in Owner's control or is reasonably
available to Owner, which such Indemnitee may reasonably request and will
otherwise cooperate with such Indemnitee so as to enable such Indemnitee to
fulfill its obligations under Section 8.1.5. The Indemnitee shall supply Owner
with such information not within the control of Owner, as is in such
Indemnitee's control or is reasonably available to such Indemnitee, which Owner
may reasonably request to control or participate in any proceeding to the extent
permitted by Section 8.1.5.


<PAGE>   34
                                      -30-


               8.1.7     EFFECT OF OTHER INDEMNITIES; SUBROGATION; FURTHER
                         ASSURANCES

         Upon the payment in full by Owner of any indemnity provided for under
this Agreement, Owner, without any further action and to the full extent
permitted by Law, will be subrogated to all rights and remedies of the person
indemnified (other than with respect to any of such Indemnitee's insurance
policies or in connection with any indemnity claim such Indemnitee may have
under Section 6.03 or 8.01 of the Trust Indenture) in respect of the matter as
to which such indemnity was paid. Each Indemnitee will give such further
assurances or agreements and cooperate with Owner to permit Owner to pursue such
claims, if any, to the extent reasonably requested by Owner and at Owner's
expense.

               8.1.8     REFUNDS

         If an Indemnitee receives any refund, in whole or in part, with respect
to any Expense paid by Owner hereunder, it will promptly pay the amount refunded
(but not an amount in excess of the amount Owner or any of its insurers has paid
in respect of such Expense) over to Owner unless an Event of Default shall have
occurred and be continuing, in which case such amounts shall be paid over to
Mortgagee to hold as security for Owner's obligations under the Operative
Agreements or, if requested by Owner, applied to satisfy such obligations.

         8.2.  EXPENSES

               8.2.1     INVOICES AND PAYMENT

         The Mortgagee, the Pass Through Trustees and the Subordination Agent
shall promptly submit to Owner for its prompt approval (which shall not be
unreasonably withheld) copies of invoices in reasonable detail of the
Transaction Expenses for which it is responsible for providing information as
they are received (but in no event later than the 90th day after the Closing
Date). If so submitted and approved, the Owner agrees promptly, but in any event
no later than the 105th day after the Closing Date, to pay Transaction Expenses.

               8.2.2      PAYMENT OF OTHER EXPENSES

         Owner shall pay (i) the ongoing fees and expenses of Mortgagee, and
(ii) all reasonable out-of-pocket costs and expenses (including the reasonable
fees and disbursements of counsel) incurred by Mortgagee or any Note Holder
attributable to any


<PAGE>   35
                                      -31-


waiver, amendment or modification of any Operative Agreement to the extent
requested or consented to in writing by Owner.

         8.3.  GENERAL TAX INDEMNITY

               8.3.1     GENERAL

         Except as provided in Section 8.3.2, Owner agrees that each payment
paid by Owner under the Equipment Notes, and any other payment or indemnity paid
by Owner to a Tax Indemnitee under any Operative Agreement, shall be free of all
withholdings or deductions with respect to Taxes of any nature (other than U.S.
federal, state or local withholding taxes on, based on or measured by gross or
net income), and in the event that Owner shall be required by applicable law to
make any such withholding or deduction for any such payment (x) Owner shall make
all such withholdings or deductions, (y) the amount payable by Owner shall be
increased so that after making all required withholdings or deductions such Tax
Indemnitee receives the same amount that it would have received had no such
withholdings or deductions been made, and (z) Owner shall pay the full amount
withheld or deducted to the relevant Taxing Authority in accordance with
applicable law. Except as provided in Section 8.3.2 and whether or not any of
the transactions contemplated hereby are consummated, Owner shall pay,
indemnify, protect, defend and hold each Tax Indemnitee harmless from all Taxes
imposed by any Taxing Authority that may from time to time be imposed on or
asserted against any Tax Indemnitee or the Aircraft, the Airframe, any Engine or
any Part or any interest in any of the foregoing (whether or not indemnified
against by any other Person), upon or with respect to the Operative Agreements
or the transactions or payments contemplated thereby, including but not limited
to any Tax imposed upon or with respect to (x) the Aircraft, the Airframe, any
Engine, any Part, any Operative Agreement (including without limitation any
Equipment Notes) or any data or any other thing delivered or to be delivered
under an Operative Agreement, (y) the purchase, manufacture, acceptance,
rejection, sale, transfer of title, return, ownership, mortgaging, delivery,
transport, charter, rental, lease, re-lease, sublease, assignment, possession,
repossession, presence, use, condition, storage, preparation, maintenance,
modification, alteration, improvement, operation, registration, transfer or
change of registration, reregistration, repair, replacement, overhaul, location,
control, the imposition of any Lien, financing, refinancing requested by the
Owner, abandonment or other disposition of the Aircraft, the Airframe, any
Engine, any Part, any data or any other thing delivered or to be delivered under
an Operative Agreement or (z) interest, fees or any other income, proceeds,
receipts or earnings, whether actual or deemed, arising upon, in connection


<PAGE>   36
                                      -32-


with, or in respect of, any of the Operative Agreements (including the property
or income or other proceeds with respect to property held as part of the
Collateral) or the transactions contemplated thereby.

               8.3.2     CERTAIN EXCEPTIONS

         The provisions of Section 8.3.1 shall not apply to, and Owner shall
have no liability hereunder for, Taxes:

         (a) imposed on a Tax Indemnitee by the federal government of the United
States or any Taxing Authority or governmental subdivision of the United States
or therein (including any state or local Taxing Authority) (i) on, based on, or
measured by, gross or net income or gross or net receipts, including capital
gains taxes, excess profits taxes, minimum taxes from tax preferences,
alternative minimum taxes, branch profits taxes, accumulated earnings taxes,
personal holding company taxes, succession taxes and estate taxes, and any
withholding taxes on, based on or measured by gross or net income or receipts or
(ii) on, or with respect to, or measured by, capital or net worth or in the
nature of a franchise tax or a tax for the privilege of doing business (other
than, in the case of clause (i) or (ii), sales, use, license or property Taxes);

         (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental
subdivision thereof or therein outside of the United States (including any
Taxing Authority in or of a territory, possession or commonwealth of the United
States) (i) on, based on, or measured by, gross or net income or gross or net
receipts, including capital gains taxes, excess profits taxes, minimum taxes
from tax preferences, alternative minimum taxes, branch profits taxes,
accumulated earnings taxes, personal holding company taxes, succession taxes and
estate taxes, and any withholding taxes on, based on or measured by gross or net
income or receipts or (ii) on, or with respect to, or measured by, capital or
net worth or in the nature of a franchise tax or a tax for the privilege of
doing business (other than, in the case of clause (i) or (ii), (A) sales, use,
license or property Taxes, or (B) any Taxes imposed by any Taxing Authority
(other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is
incorporated or organized or maintains its principal place of business) if such
Tax Indemnitee would not have been subject to Taxes of such type by such
jurisdiction but for (I) the location, use or operation of the Aircraft, the
Airframe, any Engine or any Part thereof by an Owner Person within the
jurisdiction of the Taxing Authority imposing such Tax, or (II) the activities
of any Owner Person in such jurisdiction, including, but not limited to, use of
any other


<PAGE>   37
                                      -33-


aircraft by Owner in such jurisdiction, (III) the status of any Owner Person as
a foreign entity or as an entity owned in whole or in part by foreign persons,
(IV) Owner having made (or having been deemed to have made) payments to such Tax
Indemnitee from the relevant jurisdiction or (V) in the case of the Pass Through
Trustees, the Note Holders or any related Tax Indemnitee, the Owner being
incorporated or organized or maintaining a place of business or conducting
activities in such jurisdiction);

         (c) on, or with respect to, or measured by, any trustee fees,
commissions or compensation received by the Pass Through Trustee, Subordination
Agent or Mortgagee;

         (d) that are being contested as provided in Section 8.3.4 hereof;

         (e) imposed on any Tax Indemnitee to the extent that such Taxes result
from the gross negligence or willful misconduct of such Tax Indemnitee or any
Affiliate thereof;

         (f) imposed on or with respect to a Tax Indemnitee (including the
transferee in those cases in which the Tax on transfer is imposed on, or is
collected from, the transferee) as a result of a transfer or other disposition
(including a deemed transfer or disposition) by such Tax Indemnitee or a related
Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any
Part, any interest arising under the Operative Agreements or any Equipment Note
or as a result of a transfer or disposition (including a deemed transfer or
disposition) of any interest in a Tax Indemnitee (other than (A) a substitution
or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner
Person that is treated for Tax purposes as a transfer or disposition, or (B) a
transfer pursuant to an exercise of remedies upon an Event of Default that shall
have occurred and have been continuing);

         (g) Taxes in excess of those that would have been imposed had there not
been a transfer or other disposition by or to such Tax Indemnitee or a related
Tax Indemnitee described in paragraph (f) above;

         (h) consisting of any interest, penalties or additions to tax imposed
on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax
Indemnitee or a related Tax Indemnitee to file any return properly and timely,
unless such failure shall be caused by the failure of Owner to fulfill its
obligations, if any, under Section 8.3.6 with respect to such return;


<PAGE>   38
                                      -34-


         (i) resulting from, or that would not have been imposed but for, any
Liens arising as a result of claims against, or acts or omissions of, or
otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that
the owner is not obligated to discharge under the Operative Agreements;

         (j) imposed on any Tax Indemnitee as a result of the breach by such Tax
Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or
any Affiliate thereof contained in any Operative Agreement or the inaccuracy of
any representation or warranty by such Tax Indemnitee or any Affiliate thereof
in any Operative Agreement;

         (k) in the nature of an intangible or similar Tax (i) upon or with
respect to the value or principal amount of the interest of any Note Holder in
any Equipment Note or the loan evidenced thereby but only if such Taxes are in
the nature of franchise Taxes or result from the Tax Indemnitee doing business
in the taxing jurisdiction and are imposed because of the place of incorporation
or the activities unrelated to the transactions contemplated by the Operative
Agreements in the taxing jurisdiction of such Tax Indemnitee;

         (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction
outside the United States to the extent that such Taxes would not have been
imposed but for a connection between the Tax Indemnitee or a related Tax
Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions
contemplated by the Operative Agreements; or

         (m) Taxes relating to ERISA or Section 4975 of the Code.

         For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees
that are successors, assigns, agents, servants or Affiliates of such Tax
Indemnitee shall be related Tax Indemnitees.

               8.3.3     PAYMENT

         (a) Owner's indemnity obligation to a Tax Indemnitee under this Section
8.3 shall equal the amount which, after taking into account any Tax imposed upon
the receipt or accrual of the amounts payable under this Section 8.3 and any tax
benefits actually recognized by such Tax Indemnitee as a result of the
indemnifiable Tax (including, without limitation, any benefits recognized as a
result of an indemnifiable Tax being utilized by such Tax Indemnitee as a credit
against Taxes not indemnifiable under this


<PAGE>   39
                                      -35-


Section 8.3), shall equal the amount of the Tax indemnifiable under this Section
8.3.

         (b) At Owner's request, the computation of the amount of any indemnity
payment owed by Owner or any amount owed by a Tax Indemnitee to Owner pursuant
to this Section 8.3 shall be verified and certified by an independent public
accounting firm selected by such Tax Indemnitee and reasonably satisfactory to
Owner. Such verification shall be binding. The costs of such verification
(including the fee of such public accounting firm) shall be borne by Owner
unless such verification shall result in an adjustment in Owner's favor of 5% or
more of the net present value of the payment as computed by such Tax Indemnitee,
in which case the costs shall be paid by such Tax Indemnitee.

         (c) Each Tax Indemnitee shall provide Owner with such certifications,
information and documentation as shall be in such Tax Indemnitee's possession
and as shall be reasonably requested by Owner to minimize any indemnity payment
pursuant to this Section 8.3; provided, that notwithstanding anything to the
contrary contained herein, no Tax Indemnitee shall be required to provide Owner
with any Tax returns.

         (d) Each Tax Indemnitee shall promptly forward to Owner any written
notice, bill or advice received by it from any Taxing Authority concerning any
Tax for which it seeks indemnification under this Section 8.3. Owner shall pay
any amount for which it is liable pursuant to this Section 8.3 directly to the
appropriate Taxing Authority if legally permissible or upon demand of a Tax
Indemnitee, to such Tax Indemnitee within 30 days of such demand (or, if a
contest occurs in accordance with Section 8.3.4, within 30 days after a Final
Determination (as defined below)), but in no event more than one Business Day
prior to the date the Tax to which such amount payable hereunder relates is due.
If requested by a Tax Indemnitee in writing, Owner shall furnish to the
appropriate Tax Indemnitee the original or a certified copy of a receipt for
Owner's payment of any Tax paid by Owner or such other evidence of payment of
such Tax as is acceptable to such Tax Indemnitee. Owner shall also furnish
promptly upon written request such data as any Tax Indemnitee may reasonably
require to enable such Tax Indemnitee to comply with the requirements of any
taxing jurisdiction unless such data is not reasonably available to Owner or,
unless such data is specifically requested by a Taxing Authority, is not
customarily furnished by domestic air carriers under similar circumstances. For
purposes of this Section 8.3, a "Final Determination" shall mean (i) a decision,
judgment, decree or other order by any court of competent jurisdiction that
occurs pursuant to the provisions of Section 8.3.4, which decision, judg-


<PAGE>   40
                                      -36-


ment, decree or other order has become final and unappealable, (ii) a closing
agreement or settlement agreement entered into in accordance with Section 8.3.4
that has become binding and is not subject to further review or appeal (absent
fraud, misrepresentation, etc.), or (iii) the termination of administrative
proceedings and the expiration of the time for instituting a claim in a court
proceeding.

         (e) If any Tax Indemnitee shall actually realize a tax savings by
reason of any Tax paid or indemnified by Owner pursuant to this Section 8.3
(whether such tax savings shall be by means of a foreign tax credit,
depreciation or cost recovery deduction or otherwise) and such savings is not
otherwise taken into account in computing such payment or indemnity such Tax
Indemnitee shall pay to Owner an amount equal to the lesser of (i) the amount of
such tax savings, plus any additional tax savings recognized as the result of
any payment made pursuant to this sentence, when, as, if, and to the extent,
realized or (ii) the amount of all payments pursuant to this Section 8.3 by
Owner to such Tax Indemnitee (less any payments previously made by such Tax
Indemnitee to Owner pursuant to this Section 8.3.3 (e)) (and the excess, if any,
of the amount described in clause (i) over the amount described in clause (ii)
shall be carried forward and applied to reduce pro tanto any subsequent
obligations of Owner to make payments to such Tax Indemnitee pursuant to this
Section 8.3); provided, that such Tax Indemnitee shall not be required to make
any payment pursuant to this sentence so long as a Lease Event of Default of a
monetary nature has occurred and is continuing. If a tax benefit is later
disallowed or denied, the disallowance or denial shall be treated as a Tax
indemnifiable under Section 8.3.1 without regard to the provisions of Section
8.3.2 (other than Section 8.3.2 (f)). Each such Tax Indemnitee shall in good
faith use reasonable efforts in filing its tax returns and in dealing with
Taxing Authorities to seek and claim any such tax benefit.

               8.3.4     CONTEST

         (a) If a written claim is made against a Tax Indemnitee for Taxes with
respect to which Owner could be liable for payment or indemnity hereunder, or if
a Tax Indemnitee makes a determination that a Tax is due for which Owner could
have an indemnity obligation hereunder, such Tax Indemnitee shall promptly give
Owner notice in writing of such claim (provided, that failure to so notify Owner
shall not relieve Owner of its indemnity obligations hereunder unless such
failure to notify effectively forecloses Owner's rights to require a contest of
such claim) and shall take no action with respect to such claim without the
prior written consent of Owner for 30 days following the receipt of such notice


<PAGE>   41
                                      -37-


by Owner; provided, that, in the case of a claim made against a Tax Indemnitee,
if such Tax Indemnitee shall be required by law to take action prior to the end
of such 30-day period, such Tax Indemnitee shall, in such notice to Owner, so
inform Owner, and such Tax Indemnitee shall take no action for as long as it is
legally able to do so (it being understood that a Tax Indemnitee shall be
entitled to pay the Tax claimed and sue for a refund prior to the end of such
30-day period if (i)(A) the failure to so pay the Tax would result in
substantial penalties (unless immediately reimbursed by Owner) and the act of
paying the Tax would not materially prejudice the right to contest or (B) the
failure to so pay would result in criminal penalties and (ii) such Tax
Indemnitee shall take any action so required in connection with so paying the
Tax in a manner that is the least prejudicial to the pursuit of the contest). In
addition, such Tax Indemnitee shall (provided, that Owner shall have agreed to
keep such information confidential other than to the extent necessary in order
to contest the claim) furnish Owner with copies of any requests for information
from any Taxing Authority relating to such Taxes with respect to which Owner may
be required to indemnify hereunder. If requested by Owner in writing within 30
days after its receipt of such notice, such Tax Indemnitee shall, at the expense
of Owner (including, without limitation, all reasonable costs, expenses and
reasonable attorneys' and accountants' fees and disbursements), in good faith
contest (or, if permitted by applicable law, allow Owner to contest) through
appropriate administrative and judicial proceedings the validity, applicability
or amount of such Taxes by (I) resisting payment thereof, (II) not paying the
same except under protest if protest is necessary and proper or (III) if the
payment is made, using reasonable efforts to obtain a refund thereof in an
appropriate administrative and/or judicial proceeding. If requested to do so by
Owner, the Tax Indemnitee shall appeal any adverse administrative or judicial
decision, except that the Tax Indemnitee shall not be required to pursue any
appeals to the United States Supreme Court. If and to the extent the Tax
Indemnitee is able to separate the contested issue or issues from other issues
arising in the same administrative or judicial proceeding that are unrelated to
the transactions contemplated by the Operative Agreements without, in the good
faith judgment of such Tax Indemnitee, adversely affecting such Tax Indemnitee,
such Tax Indemnitee shall permit Owner to control the conduct of any such
proceeding and shall provide to Owner (at Owner's cost and expense) with such
information or data that is in such Tax Indemnitee's control or possession that
is reasonably necessary to conduct such contest. In the case of a contest
controlled by a Tax Indemnitee, such Tax Indemnitee shall consult with Owner in
good faith regarding the manner of contesting such claim and shall keep Owner
reasonably informed regarding the progress of such contest. A Tax Indemnitee


<PAGE>   42
                                      -38-


shall not fail to take any action expressly required by this Section 8.3.4
(including, without limitation, any action regarding any appeal of an adverse
determination with respect to any claim) or settle or compromise any claim
without the prior written consent of the Owner (except as contemplated by
Section 8.3.4(b) or (c)).

         (b) Notwithstanding the foregoing, in no event shall a Tax Indemnitee
be required to pursue any contest (or to permit Owner to pursue any contest)
unless (i) Owner shall have agreed to pay such Tax Indemnitee on demand all
reasonable costs and expenses incurred by such Tax Indemnitee in connection with
contesting such Taxes, including, without limitation, all reasonable out of
pocket costs and expenses and reasonable attorneys' and accountants' fees and
disbursements, (ii) if such contest shall involve the payment of the claim,
Owner shall advance the amount thereof (to the extent indemnified hereunder)
plus interest, penalties and additions to tax with respect thereto that are
required to be paid prior to the commencement of such contest on an
interest-free after-Tax basis to such Tax Indemnitee (and such Tax Indemnitee
shall promptly pay to the Owner any net realized tax benefits resulting from
such advance including any tax benefits resulting from making such payment),
(iii) such Tax Indemnitee shall have reasonably determined that the action to be
taken will not result in any material risk of forfeiture, sale or loss of the
Aircraft (unless Owner shall have made provisions to protect the interests of
any such Tax Indemnitee in a manner reasonably satisfactory to such Tax
Indemnitee) (provided, that such Tax Indemnitee agrees to notify Owner in
writing promptly after it becomes aware of any such risk), (iv) no Lease Event
of Default shall have occurred and be continuing unless Owner has provided
security for its obligations hereunder by advancing to such Tax Indemnitee
before proceeding or continuing with such contest, the amount of the Tax being
contested, plus any interest and penalties and an amount estimated in good faith
by such Tax Indemnitee for expenses, and (v) prior to commencing any judicial
action controlled by Owner, Owner shall have acknowledged its liability for such
claim hereunder, provided that Owner shall not be bound by its acknowledgment if
the Final Determination articulates conclusions of law and fact that demonstrate
that Owner has no liability for the contested amounts hereunder. Notwithstanding
the foregoing, if any Tax Indemnitee shall release, waive, compromise or settle
any claim which may be indemnifiable by owner pursuant to this Section 8.3
without the written permission of Owner, Owner's obligation to indemnify such
Tax Indemnitee with respect to such claim (and all directly related claims and
claims based on the outcome of such claim) shall terminate, subject to Section
8.3.4(c), and subject to Section 8.3.4(c), such Tax Indemnitee shall repay to
Owner any


<PAGE>   43
                                      -39-


amount previously paid or advanced to such Tax Indemnitee with respect to such
claim, plus interest at the rate that would have been payable by the relevant
Taxing Authority with respect to a refund of such Tax.

         (c) Notwithstanding anything contained in this Section 8.3, a Tax
Indemnitee will not be required to contest the imposition of any Tax and shall
be permitted to settle or compromise any claim without Owner's consent if such
Tax Indemnitee (i) shall waive its right to indemnity under this Section 8.3
with respect to such Tax (and any directly related claim and any claim the
outcome of which is determined based upon the outcome of such claim), (ii) shall
pay to Owner any amount previously paid or advanced by Owner pursuant to this
Section 8.3 with respect to such Tax, plus interest at the rate that would have
been payable by the relevant Taxing Authority with respect to a refund of such
Tax, and (iii) shall agree to discuss with Owner the views or positions of any
relevant Taxing Authority with respect to the imposition of such Tax.

               8.3.5     REFUND

         If any Tax Indemnitee shall receive a refund of, or be entitled to a
credit against other liability for, all or any part of any Taxes paid,
reimbursed or advanced by Owner, such Tax Indemnitee shall pay to Owner within
30 days of such receipt an amount equal to the lesser of (a) the amount of such
refund or credit plus any net tax benefit (taking into account any taxes
incurred by such Tax Indemnitee by reason of the receipt of such refund or
realization of such credit) actually realized by such Tax Indemnitee as a result
of any payment by such Tax Indemnitee made pursuant to this sentence (including
this clause (a)) and (b) such tax payment, reimbursement or advance by Owner to
such Tax Indemnitee theretofore made pursuant to this Section 8.3 (and the
excess, if any, of the amount described in clause (a) over the amount described
in clause (b) shall be carried forward and applied to reduce pro tanto any
subsequent obligation of Owner to make payments to such Tax Indemnitee pursuant
to this Section 8.3). If, in addition to such refund or credit, such Tax
Indemnitee shall receive (or be credited with) an amount representing interest
on the amount of such refund or credit, such Tax Indemnitee shall pay to owner
within 30 days of such receipt or realization of such credit that proportion of
such interest that shall be fairly attributable to Taxes paid, reimbursed or
advanced by Owner prior to the receipt of such refund or realization of such
credit.


<PAGE>   44
                                      -40-


               8.3.6     TAX FILING

         If any report, return or statement is required to be filed with respect
to any Tax which is subject to indemnification under this Section 8.3, Owner
shall timely file the same (except for any such report, return or statement
which a Tax Indemnitee has timely notified the Owner in writing that such Tax
Indemnitee intends to file, or for which such Tax Indemnitee is required by law
to file, in its own name); provided, that the relevant Tax Indemnitee shall
furnish Owner with any information in such Tax Indemnitee's possession or
control that is reasonably necessary to file any such return, report or
statement and is reasonably requested in writing by Owner (it being understood
that the Tax Indemnitee shall not be required to furnish copies of its actual
tax returns, although it may be required to furnish relevant information
contained therein). Owner shall either file such report, return or statement and
send a copy of such report, return or statement to such Tax Indemnitee, or,
where Owner is not permitted to file such report, return or statement, it shall
notify such Tax Indemnitee of such requirement and prepare and deliver such
report, return or statement to such Tax Indemnitee in a manner satisfactory to
such Tax Indemnitee within a reasonable time prior to the time such report,
return or statement is to be filed.

               8.3.7     FORMS

         Each Tax Indemnitee agrees to furnish from time to time to Owner or
Mortgagee or to such other person as Owner or Mortgagee may designate, at
Owner's or Mortgagee's request, such duly executed and properly completed forms
as may be necessary or appropriate in order to claim any reduction of or
exemption from any withholding or other Tax imposed by any Taxing Authority, if
(x) such reduction or exemption is available to such Tax Indemnitee and (y)
Owner has provided such Tax Indemnitee with any information necessary to
complete such form not otherwise reasonably available to such Tax Indemnitee.

               8.3.8     NON-PARTIES

         If a Tax Indemnitee is not a party to this Agreement, Owner may require
the Tax Indemnitee to agree in writing, in a form reasonably acceptable to
Owner, to the terms of this Section 8.3 and Section 15.8 prior to making any
payment to such Tax Indemnitee under this Section 8.3.


<PAGE>   45
                                      -41-


               8.3.9     SUBROGATION

         Upon payment of any Tax by Owner pursuant to this Section 8.3 to or on
behalf of a Tax Indemnitee, Owner, without any further action, shall be
subrogated to any claims that such Tax Indemnitee may have relating thereto.
Such Tax Indemnitee shall cooperate with Owner (to the extent such cooperation
does not result in any unreimbursed cost, expense or liability to such Tax
Indemnitee) to permit Owner to pursue such claims.

         8.4.   PAYMENTS

         Any payments made pursuant to Section 8.1 or 8.3 shall be due on the
60th day after demand therefor and shall be made directly to the relevant
Indemnitee or Tax Indemnitee or to Owner, in immediately available funds at such
bank or to such account as specified by such Indemnitee or Tax Indemnitee or
Owner, as the case may be, in written directives to the payor, or, if no such
direction shall have been given, by check of the payor payable to the order of,
and mailed to, such Indemnitee or Tax Indemnitee or Owner, as the case may be,
by certified mail, postage prepaid, at its address as set forth in this
Agreement.

         8.5.  INTEREST

         If any amount, payable by Owner, any Indemnitee or any Tax Indemnitee
under Section 8.1 or 8.3 is not paid when due, the person obligated to make such
payment shall pay on demand, to the extent permitted by Law, to the person
entitled thereto, interest on any such amount for the period from and including
the due date for such amount to but excluding the date the same is paid, at the
Payment Due Rate. Such interest shall be paid in the same manner as the unpaid
amount in respect of which such interest is due.

         8.6.  BENEFIT OF INDEMNITIES

         The obligations of Owner in respect of all indemnities, obligations,
adjustments and payments in Section 8.1 or 8.3 are expressly made for the
benefit of, and shall be enforceable by, the Indemnitee or Tax Indemnitee
entitled thereto, notwithstanding any provision of the Trust Indenture.


<PAGE>   46
                                      -42-


SECTION 9.      ASSIGNMENT OR TRANSFER OF INTEREST

         9.1.  NOTE HOLDERS

         Subject to Section 6.3.2 hereof and Section 2.07 of the Trust
Indenture, any Note Holder may, at any time and from time to time, Transfer or
grant participations in all or any portion of the Equipment Notes and/or all or
any portion of its beneficial interest in its Equipment Notes to any person (it
being understood that the sale or issuance of Pass Through Certificates by a
Pass Through Trustee shall not be considered a Transfer or participation);
provided, that any participant in any such participations shall not have any
direct rights under the Operative Agreements or any Lien on all or any part of
the Aircraft or the Collateral and Owner shall not have any increased liability
or obligations as a result of any such participation. In the case of any such
Transfer, the Transferee, by acceptance of Equipment Notes in connection with
such Transfer, shall be deemed to be bound by all of the covenants of Note
Holders contained in the Operative Agreements.

         9.2.  EFFECT OF TRANSFER

         Upon any Transfer in accordance with Section 9.1 (other than any
Transfer by any Note Holder, to the extent it only grants participations in
Equipment Notes or in its beneficial interest therein) , Transferee shall be
deemed a "Note Holder," for all purposes of this Agreement and the other
Operative Agreements, and the transferring Note Holder shall be released from
all of its liabilities and obligations under this Agreement and any other
Operative Agreements to the extent such liabilities and obligations arise after
such Transfer and, in each case, to the extent such liabilities and obligations
are assumed by the Transferee; provided, that such transferring Note Holder (and
its respective Affiliates, successors, assigns, agents, servants,
representatives, directors and officers) will continue to have the benefit of
any rights or indemnities under any Operative Agreement vested or relating to
circumstances, conditions, acts or events prior to such Transfer.

SECTION 10.    SECTION 1110

         It is the intention of each of the Owner, the Note Holders (such
intention being evidenced by each of their acceptance of an Equipment Note), and
Mortgagee that Mortgagee shall be entitled to the benefits of Section 1110 in
the event of a case under Chapter 11 of the Bankruptcy Code in which Owner is a
debtor.


<PAGE>   47
                                      -43-


SECTION 11.      CHANGE OF CITIZENSHIP

         11.1.      GENERALLY

         Without prejudice to the representations, warranties or covenants
regarding the status of any party hereto as a Citizen of the United States, each
of Owner, WTC and Mortgagee agrees that it will, immediately upon obtaining
knowledge of any facts that would cast doubt upon its continuing status as a
Citizen of the United States and promptly upon public disclosure of negotiations
in respect of any transaction which would or might adversely affect such status,
notify in writing all parties hereto of all relevant matters in connection
therewith.

         11.2.      MORTGAGEE

         Upon WTC giving any notice in accordance with Section 11.1, Mortgagee
shall (if and so long as such citizenship is necessary under the Act as in
effect at such time or, if it is not necessary, if and so long as Mortgagee's
citizenship could have any adverse effect on Owner, or any Note Holder), subject
to Section 9.02 of the Trust Indenture, resign as Mortgagee promptly upon its
ceasing to be such a citizen.

SECTION 12.    MISCELLANEOUS

         12.1.      AMENDMENTS

         No provision of this Agreement may be amended, supplemented, waived,
modified, discharged, terminated or otherwise varied orally, but only by an
instrument in writing that specifically identifies the provision of this
Agreement that it purports to amend, supplement, waive, modify, discharge,
terminate or otherwise vary and is signed by the party against which the
enforcement of the amendment, supplement, waiver, modification, discharge,
termination or variance is sought. Each such amendment, supplement, waiver,
modification, discharge, termination or variance shall be effective only in the
specific instance and for the specific purpose for which it is given. No
provision of this Agreement shall be varied or contradicted by oral
communication, course of dealing or performance or other manner not set forth in
an agreement, document or instrument in writing and signed by the party against
which enforcement of the same is sought.

         12.2.      SEVERABILITY

         If any provision hereof shall be held invalid, illegal or unenforceable
in any respect in any jurisdiction, then, to the extent permitted by Law, (a)
all other provisions hereof shall


<PAGE>   48
                                      -44-


remain in full force and effect in such jurisdiction and (b) such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of such provision in any other jurisdiction. If, however, any Law
pursuant to which such provisions are held invalid, illegal or unenforceable may
be waived, such Law is hereby waived by the parties hereto to the full extent
permitted, to the end that this Agreement shall be deemed to be a valid and
binding agreement in all respects, enforceable in accordance with its terms.

         12.3.      SURVIVAL

         The indemnities set forth herein shall survive the delivery or return
of the Aircraft, the Transfer of any interest by any Note Holder of its
Equipment Note and the expiration or other termination of this Agreement or any
other Operative Agreement.

         12.4.      REPRODUCTION OF DOCUMENTS

         This Agreement, all schedules and exhibits hereto and all agreements,
instruments and documents relating hereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed and (b)
financial statements, certificates and other information previously or hereafter
furnished to any party hereto, may be reproduced by such party by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process, and such party may destroy any original documents so
reproduced. Any such reproduction shall be as admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was made by such
party in the regular course of business) and any enlargement, facsimile or
further reproduction of such reproduction likewise is admissible in evidence.

         12.5.      COUNTERPARTS

         This Agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts (or upon separate signature
pages bound together into one or more counterparts), each of which when so
executed shall be deemed to be an original, and all of which counterparts, taken
together, shall constitute one and the same instrument.

         12.6.      NO WAIVER

         No failure on the part of any party hereto to exercise, and no delay by
any party hereto in exercising, any of its


<PAGE>   49
                                      -45-


respective rights, powers, remedies or privileges under this Agreement or
provided at Law, in equity or otherwise shall impair, prejudice or constitute a
waiver of any such right, power, remedy or privilege or be construed as a waiver
of any breach hereof or default hereunder or as an acquiescence therein nor
shall any single or partial exercise of any such right, power, remedy or
privilege preclude any other or further exercise thereof by it or the exercise
of any other right, power, remedy or privilege by it. No notice to or demand on
any party hereto in any case shall, unless otherwise required under this
Agreement, entitle such party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of any party
hereto to any other or further action in any circumstances without notice or
demand.

          12.7.     NOTICES

         Unless otherwise expressly permitted by the terms hereof, all notices,
requests, demands, authorizations, directions, consents, waivers and other
communications required or permitted to be made, given, furnished or filed
hereunder shall be in writing (it being understood that the specification of a
writing in certain instances and not in others does not imply an intention that
a writing is not required as to the latter), shall refer specifically to this
Agreement or other applicable Operative Agreement, and shall be personally
delivered, sent by facsimile (followed by overnight courier service by next
Business Day receipt) or telecommunication transmission (which in either case
provides written confirmation to the sender of its delivery), sent by registered
mail or certified mail, return receipt requested, postage prepaid, or sent by
overnight courier service, in each case to the respective address, or facsimile
number set forth for such party in Schedule 1, or to such other address,
facsimile or other number as each party hereto may hereafter specify by notice
to the other parties hereto. Each such notice, request, demand, authorization,
direction, consent, waiver or other communication shall be effective when
received or, if made, given, furnished or filed (a) by facsimile or
telecommunication transmission, when confirmed; provided there is receipt of
such notice the next Business Day from an overnight courier service or (b) by
registered or certified mail, three Business Days after being deposited,
properly addressed, with the U.S. Postal Service.

         12.8.      GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE

         (a) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, INCLUDING ALL MATTERS OF


<PAGE>   50
                                      -46-


CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS AGREEMENT IS BEING DELIVERED IN THE
STATE OF NEW YORK.

         (b) EACH PARTY HERETO HEREBY IRREVOCABLY AGREES, ACCEPTS AND SUBMITS
ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
IN THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, IN CONNECTION WITH ANY LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT.

         (c) EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND AGREES TO THE
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY
MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT THE
ADDRESS SET FORTH PURSUANT TO SECTION 12.7. EACH PARTY HERETO HEREBY AGREES THAT
SERVICE UPON WTC, OR ANY OF ITS AGENTS, IN EACH CASE IN ACCORDANCE WITH THIS
SECTION 12.8(c), SHALL CONSTITUTE VALID AND EFFECTIVE PERSONAL SERVICE UPON SUCH
PARTY, AND EACH PARTY HERETO HEREBY AGREES THAT THE FAILURE OF ANY OF ITS AGENTS
TO GIVE ANY NOTICE OF SUCH SERVICE TO ANY SUCH PARTY SHALL NOT IMPAIR OR AFFECT
IN ANY WAY THE VALIDITY OF SUCH SERVICE ON SUCH PARTY OR ANY JUDGMENT RENDERED
IN ANY ACTION OR PROCEEDING BASED THEREON.

         (d) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A
DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING BROUGHT HEREUNDER IN
ANY OF THE ABOVE-NAMED COURTS, THAT SUCH ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT VENUE FOR THE ACTION OR PROCEEDING IS IMPROPER OR THAT
THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT MAY NOT BE ENFORCED IN OR BY
SUCH COURTS.

         (e) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN ANY COURT IN ANY JURISDICTION BASED
UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT.


<PAGE>   51
                                      -47-


         12.9.      THIRD-PARTY BENEFICIARY

         This Agreement is not intended to, and shall not, provide any person
not a party hereto (other than the Indenture Indemnitees, each of which is an
intended third party beneficiary with respect to the provisions of Section 8.1
and the persons referred to in Section 6.4.6, which are intended third party
beneficiaries with respect to such Section) with any rights of any nature
whatsoever against any of the parties hereto and no person not a party hereto
(other than the Indenture Indemnitees, with respect to the provisions of Section
8.1, and the persons referred to in Section 6.4.6 with respect to the provisions
of such Section) shall have any right, power or privilege in respect of any
party hereto, or have any benefit or interest, arising out of this Agreement.

         12.10.     ENTIRE AGREEMENT

         This Agreement, together with the other Operative Agreements, on and as
of the date hereof, constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and all prior or contemporaneous
understandings or agreements, whether written or oral, among any of the parties
hereto with respect to such subject matter are hereby superseded in their
entireties.

         12.11.     FURTHER ASSURANCES

         Each party hereto shall execute, acknowledge and deliver or shall cause
to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such
further acts and things, in any case, as any other party hereto shall reasonably
request in connection with the administration of, or to carry out more
effectually the purposes of, or to better assure and confirm into such other
party the rights and benefits to be provided under this Agreement and the other
Operative Agreements.

SECTION 13.     SALE/LEASEBACK TRANSACTIONS

         Notwithstanding anything to the contrary contained herein or any other
Operative Agreement, upon not less than _ days prior written notice to the
parties hereto, the Owner shall have the right to sell the Aircraft and transfer
title to the Aircraft to an owner trustee for the benefit of an owner
participant (which shall be a "Transferee" (as defined in the form of Leased
Aircraft Participation Agreement (as such term is defined in the Note Purchase
Agreement)) in a transaction in which such owner trustee


<PAGE>   52
                                      -48-


assumes all of the obligations of the Owner under the Equipment Notes and the
Trust Indenture on a non-recourse basis (with the Owner being released from such
obligations, except to the extent accrued prior thereto), leases the Aircraft to
the Owner and assigns such lease to the Mortgagee pursuant to an amended and
restated trust indenture (a "Sale/Leaseback Transaction"). In connection with
such Sale/Leaseback Transaction, each of the parties hereto and each Note Holder
will execute and deliver appropriate documentation permitting the owner trustee
to assume the obligations of the Owner under the Equipment Notes and the Trust
Indenture on a non-recourse basis, releasing the Owner from all obligations in
respect of the Equipment Notes and the Trust Indenture (except to the extent
accrued prior thereto), and take all other actions as are reasonably necessary
to permit such assumption by the owner trustee. In connection with any such
Sale/Leaseback Transaction, the parties agree that (a) the documents to be
utilized shall be (i) an amended and restated participation agreement amending
and restating the Participation Agreement, such amended and restated
participation agreement to be substantially in the form of the Leased Aircraft
Participation Agreement (as such term is defined in the Note Purchase
Agreement), among the parties hereto, any Note Holder which is not a party
hereto and the owner trustee and owner participant, with (x) such changes to
such form to reflect the assumption of the Equipment Notes by the owner trustee
on a non-recourse basis rather than the issuance thereof by the owner trustee
and purchase thereof by the Pass Through Trustee and also to reflect the release
of the Owner from all obligations under the Equipment Notes and the Trust
Indenture (except to the extent accrued prior thereto) and (y) such other
changes as may be permitted in accordance with the Note Purchase Agreement
applicable to the revision of the Leased Aircraft Participation Agreement in
connection with a leveraged lease transaction, (ii) a lease agreement, such
lease agreement to be substantially in the form of the Lease (as such term is
defined in the Note Purchase Agreement), between the Owner and the owner trustee
with such changes as may be permitted in accordance with the provisions of the
Note Purchase Agreement applicable to the revision of the Lease in connection
with a leveraged lease transaction, (iii) an amended and restated trust
indenture amending and restating the Trust Indenture, such amended and restated
trust indenture to be substantially in the form of the Leased Aircraft Indenture
(as such term is defined in the Note Purchase Agreement), between the owner
trustee and the Indenture Trustee, with (x) such changes to such form to reflect
the assumption of all of the obligations of the Owner under the Equipment Notes
and the Trust Indenture on a non-recourse basis and the release of the
obligations of the Owner under the Equipment Notes and the Trust Indenture and
(y) such other changes as may be permitted in accordance with the Note


<PAGE>   53
                                      -49-


Purchase Agreement applicable to the revision of the Leased Aircraft Indenture
in connection with a leveraged lease transaction, a (iv) purchase agreement
assignment, such purchase agreement assignment to be substantially in the form
of the Aircraft Purchase Agreement Assignment (as such term is defined in the
Note Purchase Agreement) between the Owner and the owner trustee with such
changes as may be permitted in accordance with the provisions of the Note
Purchase Agreement applicable to the Aircraft Purchase Agreement Assignment in
connection with a leveraged lease transaction, and (v) a trust agreement, such
trust agreement to be substantially in the form of the Leased Aircraft Trust
Agreement (as such term is defined in the Note Purchase Agreement), between the
owner trustee and the owner participant with such changes as may be permitted in
accordance with the provisions of the Note Purchase Agreement applicable to the
Leased Aircraft Trust Agreement in connection with a leveraged lease transaction
and (b) the Equipment Notes shall be delivered to the Indenture Trustee for
cancellation in exchange for new equipment notes to be issued to the Note
Holders by the owner trustee, such new equipment notes to be substantially in
the form contained in Section 2.01 of the Leased Aircraft Indenture (as such
term is defined in the Note Purchase Agreement). Such new equipment notes will
have the same payment terms except that in the event that the Owner enters into
a Sale/Leaseback Transaction prior to July 2, 2001, Owner shall have the right
to reoptimize the new equipment notes to be issued to the Note Holders by the
owner trustee in compliance with the Mandatory Economic Terms.

         Notwithstanding the foregoing, the Owner shall not have the right to
enter into a Sale/Leaseback Transaction unless the Owner either (i) causes to be
delivered to the Indenture Trustee an opinion of counsel to the effect that the
Note Holders will not recognize income, gain or loss for Federal income tax
purposes as a result of such assumption and release and will be subject to
Federal income tax in the same amounts, in the same manner and at the same time
as would have been the case if such assumption and release had not occurred and
that the Pass Through Trusts will not be subject to Federal income taxation as a
result of such assumption and release or (ii) agrees to provide indemnification
to the Note Holders in form and substance reasonably satisfactory to the
Mortgagee. In addition, in connection with any Sale/Leaseback Transaction the
Owner agrees to (i) comply with Section 1(c) of the Note Purchase Agreement and
(ii) obtain from Standard & Poor's a confirmation that such Sale/Leaseback
Transaction would not result in (x) a reduction of the rating for any Class of
Certificates below the then current rating for such Class of Certificates or (y)
a withdrawal or suspension of the rating of any Class of Certificates.


<PAGE>   54
                                      -50-




                      [This space intentionally left blank]



<PAGE>   55
                                      -51-




         IN WITNESS WHEREOF, each of the parties has caused this Participation
Agreement to be duly executed and delivered as of the day and year first above
written.

                                   ATLAS AIR, INC.,
                                     Owner


                                   By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   WILMINGTON TRUST COMPANY,
                                      not in its individual capacity,
                                      except as expressly provided
                                      herein, but solely as Mortgagee


                                   By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   WILMINGTON TRUST COMPANY,
                                      not in its individual capacity,
                                      except as expressly provided
                                      herein, but solely as Pass Through
                                      Trustee under the Pass Through
                                      Trust Agreement for the Atlas Air
                                      Pass Through Trust, 2000-.


                                   By
                                      ------------------------------------------
                                      Name:
                                      Title:


<PAGE>   56
                                      -52-



                                   WILMINGTON TRUST COMPANY,
                                      not in its individual capacity,
                                      except as expressly provided
                                      herein, but solely as Pass Through
                                      Trustee under the Pass Through
                                      Trust Agreement for the Atlas Air
                                      Pass Through Trust, 2000-


                                   By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   WILMINGTON TRUST COMPANY,
                                      not in its individual capacity,
                                      except as expressly provided
                                      herein, but solely as Pass Through
                                      Trustee under the Pass Through
                                      Trust Agreement for the Atlas Air
                                      Pass Through Trust, 2000-


                                   By
                                      ------------------------------------------
                                      Name:
                                      Title:


                                   WILMINGTON TRUST COMPANY,
                                      not in its individual capacity,
                                      except as expressly provided
                                      herein, but solely as Subordination Agent


                                   By
                                      ------------------------------------------
                                      Name:
                                      Title: