<PAGE>   1
                                                                     EXHIBIT 4.4

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                          PASS THROUGH TRUST AGREEMENT

                          Dated as of January 28, 2000

                                     between

                                 ATLAS AIR, INC.

                                       and

                            WILMINGTON TRUST COMPANY

                                   as Trustee




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<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----

                                    ARTICLE I

                                   DEFINITIONS
<S>                   <C>                                                                                    <C>

Section 1.01.         Definitions.............................................................................2
Section 1.02.         Compliance Certificates and Opinions...................................................12
Section 1.03.         Form of Documents Delivered to Trustee.................................................13
Section 1.04.         Directions of Certificateholders.......................................................13

                                   ARTICLE II

                        ORIGINAL ISSUANCE OF CERTIFICATES;
                        ACQUISITION OF THE TRUST PROPERTY

Section 2.01.         Amount Unlimited; Issuable in Series...................................................15
Section 2.02.         Acquisition of Equipment Notes.........................................................18
Section 2.03.         Acceptance by Trustee..................................................................19
Section 2.04.         Limitation of Powers...................................................................20

                                   ARTICLE III

                                THE CERTIFICATES

Section 3.01.         Form, Denomination and Execution of  Certificates......................................20
Section 3.02.         Authentication of Certificates.........................................................21
Section 3.03.         Temporary Certificates.................................................................21
Section 3.04.         Transfer and Exchange..................................................................22
Section 3.05.         Book-Entry and Definitive Certificates.................................................22
Section 3.06.         Mutilated, Destroyed, Lost or Stolen Certificates......................................24
Section 3.07.         Persons Deemed Owners..................................................................25
Section 3.08.         Cancellation...........................................................................25
Section 3.09.         Limitation of Liability for Payments...................................................25
</TABLE>



<PAGE>   3

<TABLE>
<CAPTION>
                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

<S>                   <C>                                                                                    <C>
Section 4.01.         Certificate Account and Special Payments Account.......................................26
Section 4.02.         Distributions from Certificate Account and Special Payments Account....................27
Section 4.03.         Statements to Certificateholders.......................................................29
Section 4.04.         Investment of Special Payment Moneys...................................................30

                                    ARTICLE V

                                   THE COMPANY

Section 5.01.         Maintenance of Corporate Existence.....................................................30
Section 5.02.         Consolidation, Merger, Etc.............................................................30

                                   ARTICLE VI

                                     DEFAULT

Section 6.01.         Events of Default......................................................................32
Section 6.02.         Incidents of Sale of Equipment Notes...................................................33
Section 6.03.         Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit.....................34
Section 6.04.         Control by Certificateholders..........................................................34
Section 6.05.         Waiver of Past Defaults................................................................35
Section 6.06.         Right of Certificateholders to Receive Payments Not to Be Impaired.....................35
Section 6.07.         Certificateholders May Not Bring Suit Except Under Certain Conditions..................36
Section 6.08.         Remedies Cumulative....................................................................36
Section 6.09.         Undertaking for Costs..................................................................36

                                   ARTICLE VII

                                   THE TRUSTEE

Section 7.01.         Certain Duties and Responsibilities....................................................37
Section 7.02.         Notice of Defaults.....................................................................37
Section 7.03.         Certain Rights of Trustee..............................................................38
</TABLE>



<PAGE>   4

<TABLE>
<S>                   <C>                                                                                    <C>
Section 7.04.         Not Responsible for Recitals or Issuance of Certificates...............................39
Section 7.05.         May Hold Certificates..................................................................39
Section 7.06.         Money Held in Trust....................................................................40
Section 7.07.         Compensation and Reimbursement.........................................................40
Section 7.08.         Corporate Trustee Required; Eligibility................................................40
Section 7.09.         Resignation and Removal, Appointment of Successor......................................41
Section 7.10.         Acceptance of Appointment by Successor.................................................43
Section 7.11.         Merger, Conversion, Consolidation or Succession to Business............................44
Section 7.12.         Maintenance of Agencies................................................................44
Section 7.13.         Money for Certificate Payments to Be Held in Trust.....................................45
Section 7.14.         Registration of Equipment Notes in Trustee's Name......................................46
Section 7.15.         Representations and Warranties of Trustee..............................................46
Section 7.16.         Withholding Taxes: Information Reporting...............................................47
Section 7.17.         Trustee's Liens........................................................................47
Section 7.18.         Preferential Collection of Claims......................................................48

                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 8.01.         The Company to Furnish Trustee with Names and Addresses of Certificateholders..........50
Section 8.02.         Preservation of Information, Communications to Certificateholders......................48
Section 8.03.         Reports by Trustee.....................................................................48
Section 8.04.         Reports by the Company.................................................................48

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

Section 9.01.         Supplemental Agreements Without Consent of Certificateholders..........................49
Section 9.02.         Supplemental Agreements with Consent of Certificateholders.............................51
Section 9.03.         Documents Affecting Immunity or Indemnity..............................................52
Section 9.04.         Execution of Supplemental Agreements...................................................53
Section 9.05.         Effect of Supplemental Agreements......................................................53
Section 9.06.         Conformity with Trust Indenture Act....................................................53
Section 9.07.         Reference in Certificates to Supplemental Agreements...................................53

                                    ARTICLE X

                   AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

Section 10.01.        Amendments and Supplements to Indenture and Other Note Documents.......................53
</TABLE>



<PAGE>   5

<TABLE>
<CAPTION>
                                   ARTICLE XI

                              TERMINATION OF TRUSTS

<S>                   <C>                                                                                    <C>
Section 11.01.        Termination of the Trust...............................................................54

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01.        Limitation on Rights of Certificateholders.............................................56
Section 12.02.        Registration of Equipment Notes in Name of Subordination Agent.........................56
Section 12.03.        Notices................................................................................56
Section 12.04.        Governing Law..........................................................................58
Section 12.05.        Severability of Provisions.............................................................58
Section 12.06.        Trust Indenture Act Controls...........................................................58
Section 12.07.        Effect of Headings and Table of Contents...............................................58
Section 12.08.        Successors and Assigns.................................................................58
Section 12.09.        Benefits of Agreement..................................................................58
Section 12.10.        Legal Holidays.........................................................................58
Section 12.11.        Counterparts...........................................................................59
Section 12.12.        Communication by Certificateholders, with Other Certificateholders.....................59
Section 12.13.        Intention of Parties...................................................................59
</TABLE>



<PAGE>   6
                                       -i-

Reconciliation and tie between Atlas Air Pass Through Trust Agreement, dated as
of January 28, 2000 and the Trust Indenture Act of 1939. This reconciliation
does not constitute part of the Pass Through Trust Agreement.


<TABLE>
<CAPTION>
          Trust Indenture Act                      Pass Through Trust
            of 1939 Section                        Agreement Section
         ----------------------                    ------------------
<S>      <C>                                       <C>
          310(a)(1)                                 7.07
             (a)(2)                                 7.07
          312(a)                                    3.05; 8.01; 8.02
          313(a)                                    7.07
          314(a)                                    8.04(a)-(c)
             (a)(4)                                 8.04(d)
             (c)(1)                                 1.02
             (c)(2)                                 1.02
             (d)(1)                                 7.13; 11.01
             (d)(2)                                 7.13; 11.01
             (d)(3)                                 2.01
             (e)                                    1.02
          315(b)                                    7.02
          316(a)(last sentence)                     1.01(c)
             (a)(1)(A)                              6.04
             (a)(1)(B)                              6.05
             (b)                                    6.06
             (c)                                    1.04(d)
          317(a)(1)                                 6.03
             (b)                                    7.13
          318(a)                                   12.05
</TABLE>



<PAGE>   7

                          PASS THROUGH TRUST AGREEMENT


         This PASS THROUGH TRUST AGREEMENT, dated as of January 28, 2000, the
("Basic Agreement"), between ATLAS AIR, INC., a Delaware corporation (the
"Company"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Trustee, is made with respect to the formation from time to time of separate
Atlas Air Pass Through Trusts and the issuance from time to time of separate
series of Pass Through Certificates representing fractional undivided interests
in the Trusts.

                              W I T N E S S E T H:


         WHEREAS, from time to time, the Company and the Trustee may enter into
a Trust Supplement (this and certain other defined terms used herein are defined
in Section 1.01) pursuant to which the Trustee shall declare the creation of a
separate Trust for the benefit of the Holders of the series of Certificates to
be issued in respect of such Trust, and the initial Holders of the Certificates
of such series, as the grantors of such Trust, by their respective acceptance of
the Certificates of such series, shall join in the creation of such Trust with
the Trustee;

         WHEREAS, all Certificates to be issued in respect of each separate
Trust will be issued as a separate series pursuant to this Agreement, will
evidence fractional undivided interests in such Trust and will have no rights,
benefits or interests in respect of any other separate Trust or the property
held therein, subject, however, to the provisions of any Intercreditor Agreement
to which one or more Trusts may be a party;

         WHEREAS, from time to time, pursuant to the terms and conditions of
this Agreement with respect to each separate Trust formed hereunder, the Trustee
on behalf of such Trust shall purchase one or more issues of Equipment Notes
having the same interest rate as, and final maturity dates not later than the
final Regular Distribution Date of, the series of Certificates issued in respect
of such Trust and, subject to the terms of any related Intercreditor Agreement,
shall hold such Equipment Notes in trust for the benefit of the
Certificateholders of such Trust;

         WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase
of Equipment Notes by, the Trustee on behalf of each Trust created from time to
time pursuant to this Agreement, the Company as the "Issuer", as such term is
defined in and solely for purposes of the Securities Act of 1933, as amended, of
the Certificates to be issued in respect of each Trust and as the "Obligor", as
such term is defined in and solely for purposes of the Trust Indenture Act of
1939, as amended, has duly authorized the execution and delivery of this Basic



<PAGE>   8
                                      -2-

Agreement and each Trust Supplement with respect to all such Certificates and is
undertaking to perform certain administrative and ministerial duties hereunder
and is also undertaking to pay the fees and expenses of the Trustee; and

         WHEREAS, upon the issuance of the Exchange Certificates, if any, or the
effectiveness of the Shelf Registration Statement, this Basic Agreement, as
supplemented from time to time, shall be subject to the provisions of the Trust
Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions;

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


                                    ARTICLE I

                                   DEFINITIONS


         Section 1.01. Definitions. For all purposes of this Basic Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

         (a) the terms used herein that are defined in this Article I have the
     meanings assigned to them in this Article I, and include the plural as well
     as the singular;

         (b) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, or by the rules
     promulgated under the Trust Indenture Act, have the meanings assigned to
     them therein;

         (c) all references in this Basic Agreement to designated "Articles",
     "Sections", "Subsections" and other subdivisions are to the designated
     Articles, Sections, Subsections and other subdivisions of this Agreement;

         (d) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Basic Agreement as a whole and not to any
     particular Article, Section, Subsection or other subdivision;

         (e) unless the context otherwise requires, whenever the words
     "including" "include" or "includes" are used herein, it shall be deemed to
     be followed by the phrase "without limitation"; and



<PAGE>   9
                                      -3-


         (f) the term "this Agreement" (as distinguished from "this Basic
     Agreement") refers, unless the context otherwise requires, to this Basic
     Agreement as supplemented by the Trust Supplement creating a particular
     Trust and establishing the series of Certificates issued or to be issued in
     respect thereof, with reference to such Trust and such series of
     Certificates, as this Basic Agreement as so supplemented may be further
     supplemented with respect to such Trust and such series of Certificates.

         "Act" has the meaning, with respect to any Certificateholder, specified
in Section 1.04(a).

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For the purposes of this definition,
"control", when used with respect to any specified Person, means the power,
directly or indirectly, to direct the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Aircraft" means one or more aircraft, including engines therefor,
owned by or leased to the Company and securing one or more Equipment Notes.

         "Authorized Agent" means, with respect to the Certificates of any
series, any Paying Agent or Registrar for the Certificates of such series.

         "Basic Agreement" means this Pass Through Trust Agreement, as the same
may from time to time be supplemented, amended or modified, but does not include
any Trust Supplement.

         "Book-Entry Certificates" means, with respect to the Certificates of
any series, a beneficial interest in the Certificates of such series, ownership
and transfers of which shall be made through book entries as described in
Section 3.05.

         "Business Day" means, with respect to the Certificates, any day other
than a Saturday, a Sunday or a day on which commercial banks are required or
authorized to close in Denver, Colorado, New York, New York, Salt Lake City,
Utah or, so long as any Certificate is outstanding, the city and state in which
the Trustee or any related Loan Trustee maintains its Corporate Trust Office or
receives and disburses funds.

         "Certificate" means any one of the Certificates executed and
authenticated by the Trustee, substantially in the form of Exhibit A hereto, or
any Exchange Certificates issued in exchange therefor or replacement thereof
pursuant to any Trust Supplement.



<PAGE>   10
                                      -4-

         "Certificate Account" means, with respect to the Certificates of any
series, the account or accounts created and maintained for such series pursuant
to Section 4.01(a) and the related Trust Supplement.

         "Certificate Owner" means, with respect to the Certificates of any
series, for purposes of Section 3.05, the Person who owns a Book-Entry
Certificate of such series.

         "Certificateholder" or "Holder" means, with respect to the Certificates
of any series, the Person in whose name a Certificate of such series is
registered in the Register for Certificates of such series.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects, directly or indirectly, book-entry transfers and pledges of
securities deposited with the Clearing Agency.

         "Company" means Atlas Air, Inc., a Delaware corporation, or its
successor in interest pursuant to Section 5.02, or (only in the context of
provisions hereof, if any, when such reference is required for purposes of
compliance with the Trust Indenture Act) any other "obligor" (within the meaning
of the Trust Indenture Act) with respect to the Certificates of any series.

         "Controlling Party" means the Person entitled to act as such pursuant
to the terms of the Intercreditor Agreement.

         "Corporate Trust Office" means, with respect to the Trustee or any Loan
Trustee, the office of such trustee in the city at which at any particular time
its corporate trust business shall be principally administered.

         "Cut-Off Date" means, with respect to the Certificates of any series,
the date designated as such in the Trust Supplement establishing such series.

         "Definitive Certificates" has the meaning, with respect to the
Certificates of any series, specified in Section 3.05.

         "Direction" has the meaning specified in Section 1.04(a).

         "Equipment Notes" means, with respect to the Certificates of any
series, all of the equipment notes issued under the Indentures related to such
series of Certificates.



<PAGE>   11
                                      -5-

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor federal statute.

         "Escrow Account" has the meaning, with respect to the Certificates of
any series, specified in Section 2.02(b).

         "Escrowed Funds" has the meaning, with respect to any Trust, specified
in Section 2.02(b).

         "Event of Default" means, in respect of any Trust, an Indenture Event
of Default under any Indenture pursuant to which Equipment Notes held by such
Trust were issued.

         "Exchange Certificates" means any certificates substantially in the
form of Exhibit A attached to a Trust Supplement and issued pursuant to the
Registration Rights Agreement in exchange for the Certificates initially issued
thereunder.

         "Fractional Undivided Interest" means the fractional undivided interest
in a Trust that is evidenced by a Certificate relating to such Trust.

         "Indenture" means, with respect to any Trust, each of the one or more
separate trust indenture and security agreements or trust indenture and
mortgages or similar documents described in, or on a schedule attached to, the
Trust Supplement and an indenture having substantially the same terms and
conditions which relates to a Substitute Aircraft, as each such indenture may be
amended or supplemented in accordance with its respective terms; and
"Indentures" means all of such agreements.

         "Indenture Event of Default" means, with respect to any Indenture, any
Indenture Event of Default (as such term is defined in such Indenture).

         "Initial Regular Distribution Date" means, with respect to the
Certificate of any series, the first Regular Distribution Date on which a
Scheduled Payment is to be made.

         "Intercreditor Agreement" means any agreement by and among the Trustee,
as trustee hereunder with respect to one or more Trusts, one or more Liquidity
Providers and a Subordination Agent providing, among other things, for the
distribution of payments made in respect of Equipment Notes held by such Trusts.

         "Issuance Date" means, with respect to the Certificates of any series,
the date of the issuance of such Certificates.



<PAGE>   12
                                      -6-

         "Lease" means any lease between an Owner Trustee, as the lessor, and
the Company, as the lessee, referred to in the related Indenture, as such lease
may be amended, supplemented or otherwise modified in accordance with its terms;
and "Leases" means all such Leases.

         "Letter of Representations" means, with respect to the Certificates of
any series, an agreement among the Company, the Trustee of any series and the
initial Clearing Agency.

         "Liquidity Facility" means, with respect to the Certificates of any
series, any revolving credit agreement, letter of credit or similar facility
relating to the Certificates of such series between a bank or other financial
institution and a Subordination Agent, as amended, replaced, supplemented or
otherwise modified from time to time in accordance with its terms and the terms
of any Intercreditor Agreement.

         "Liquidity Provider" means, with respect to the Certificates of any
series, a bank or other financial institution that agrees to provide a Liquidity
Facility for the benefit of the holders of Certificates of such series.

         "Loan Trustee" means, with respect to any Equipment Note or the
Indenture applicable thereto, the bank or trust company designated as loan or
indenture trustee under such Indenture, and any successor to such Loan Trustee
as such trustee; and "Loan Trustees" means all of the Loan Trustees under the
Indentures.

         "Note Documents" means, with respect to the Certificates of any series,
the Equipment Notes with respect to such Certificates and, with respect to such
Equipment Notes, the related Indenture, Note Purchase Agreement and, if the
related Aircraft is leased to the Company, the related Lease and the related
Owner Trustee's Purchase Agreement.

         "Note Purchase Agreement" means, with respect to the Certificates of
any series, any note purchase, refunding, participation or similar agreement
providing for, among other things, the purchase of Equipment Notes by the
Trustee on behalf of the relevant Trust; and "Note Purchase Agreements" means
all such agreements.

         "Officer's Certificate" means a certificate signed, (a) in the case of
the Company, by the Chairman or Vice Chairman of the Board of Directors, the
President, any Vice President or the Treasurer of the Company, signing alone, or
(b) in the case of the Trustee or an Owner Trustee or a Loan Trustee, a
Responsible Officer of the Trustee or such Owner Trustee or such Loan Trustee,
as the case may be.



<PAGE>   13
                                      -7-

         "Opinion of Counsel" means a written opinion of legal counsel who (a)
in the case of counsel for the Company may be (i) a senior attorney of the
Company one of whose principal duties is furnishing advice as to legal matters,
(ii) Cahill Gordon & Reindel or (iii) such other counsel designated by the
Company and reasonably acceptable to the Trustee and (b) in the case of any
Owner Trustee or any Loan Trustee, may be such counsel as may be designated by
any of them whether or not such counsel is an employee of any of them, and who
shall be reasonably acceptable to the Trustee.

         "Other Agreements" has the meaning specified in Section 6.01(b).

         "Outstanding" when used with respect to Certificates of any series,
means, as of the date of determination, all Certificates of such series
therefore authenticated and delivered under this Agreement, except:

         (i) Certificates of such series theretofore canceled by the Registrar
     or delivered to the Trustee or the Registrar for cancellation;

         (ii) All of the Certificates of such series if money in the full amount
     required to make the final distribution with respect to such series
     pursuant to Section 11.01 hereof has been theretofore deposited with the
     Trustee in trust for the Holders of the Certificates as provided in Section
     4.01 pending distribution of such money to such Certificateholders pursuant
     to payment of such final distribution payment; and

         (iii) Certificates of such series in exchange for or in lieu of which
     other Certificates of such series have been authenticated and delivered
     pursuant to this Agreement.

         "Owner Participant" means, with respect to any Equipment Note, the
"Owner Participant", if any, as referred to in the Indenture pursuant to which
such Equipment Note is issued and any permitted successor or assign of such
Owner Participant; and "Owner Participants" at any time of determination means
all of the Owner Participants thus referred to in the Indentures.

         "Owner Trustee" means, with respect to any Equipment Note, the "Owner
Trustee", if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued, not in its individual capacity but solely as trustee;
and "Owner Trustees" means all of the Owner Trustees party to any of the related
Indentures.

         "Owner Trustee's Purchase Agreement" has the meaning, with respect to
the Certificates of any series if the related Aircraft is leased to the Company,
specified therefor in the related Lease.



<PAGE>   14
                                      -8-

         "Paying Agent" means, with respect to the Certificates of any series,
the paying agent maintained and appointed for the Certificates pursuant to
Section 7.12.

         "Permitted Investments" means obligations of the United States of
America or agencies or instrumentalities thereof for the payment of which the
full faith and credit of the United States of America is pledged, maturing in
not more than 60 days after the date of acquisition thereof or such lesser time
as is required for the distribution of any Special Payments on a Special
Distribution Date.

         "Person" means any person, including any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, trustee, unincorporated organization, or government or any
agency or political subdivision thereof.

         "Pool Balance" means, with respect to the Certificates of any series as
of any date, (i) the original aggregate face amount of the Certificates of any
series less (ii) the aggregate amount of all payments made in respect of such
Certificates other than payments made in respect of interest or premium thereon
or reimbursement of any costs or expenses incurred in connection therewith. The
Pool Balance as of any Distribution Date shall be computed after giving effect
to the payment of principal, if any, on the Equipment Notes or other Trust
Property held in the Trust and the distribution thereof to be made on such
Distribution Date.

         "Pool Factor" means, with respect to any series of Certificates as of
any date, the quotient (rounded to the seventh decimal place) computed by
dividing (i) the Pool Balance of such series as at such date by (ii) the
original aggregate face amount of the Certificates of such series. The Pool
Factor as of any Distribution Date shall be computed after giving effect to the
payment of principal, if any, on the Equipment Notes or other Trust Property
held in the Trust and the distribution thereof to be made on such Distribution
Date.

         "Postponed Notes" means, with respect to any Trust or the related
series of Certificates, the Equipment Notes to be held in such Trust as to which
a Postponement Notice shall have been delivered pursuant to Section 2.02(b).

         "Postponement Notice" means, with respect to any Trust or the related
series of Certificates, an Officer's Certificate of the Company signed by an
officer of the Company (1) requesting that the Trustee temporarily postpone
purchase of the related Equipment Notes to a date later than the Issuance Date
of such series of Certificates, (2) identifying the amount of the purchase price
of each such Equipment Note and the aggregate purchase price for all such
Equipment Notes, (3) setting forth the reasons for such postponement and (4)
with respect to each such Equipment Note, either (a) setting or resetting a new
Transfer Date (which shall be on or prior to the applicable Cut-off Date) for
payment by the Trustee of such purchase price and issuance of the related
Equipment Note (subject to subsequent change from time to time



<PAGE>   15
                                      -9-

in accordance with the relevant Note Purchase Agreement), or (b) indicating that
such new Transfer Date (which shall be on or prior to the applicable Cut-off
Date) will be set by subsequent written notice not less than one Business Day
prior to such new Transfer Date (subject to subsequent change from time to time
in accordance with the relevant Note Purchase Agreement).

         "Potential Purchaser" has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

         "PTC Event of Default" means, with respect to the Certificates of any
series, any failure to pay within 10 Business Days of the due date thereof: (i)
the outstanding Pool Balance of such series of Certificates on the date
specified in any Trust Supplement for such payment or (ii) interest due on the
Certificates of such series on any Distribution Date (unless the related
Subordination Agent shall have made an Interest Drawing or Drawings (as defined
in the related Intercreditor Agreement), or a withdrawal or withdrawals pursuant
to a cash collateral account under such Intercreditor Agreement, with respect
thereto in an aggregate amount sufficient to pay such interest and shall have
distributed such amount to the Trustee).

         "Purchasing Certificateholder" has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

         "Record Date" means, with respect to any Trust or the related series of
Certificates, (i) for Scheduled Payments to be distributed on any Regular
Distribution Date, other than the final distribution with respect to such
series, the 15th day (whether or not a Business Day) preceding such Regular
Distribution Date, and (ii) for Special Payments to be distributed on any
Special Distribution Date, other than the final distribution with respect to
such series, the 15th day (whether or not a Business Day) preceding such Special
Distribution Date.

         "Register" and "Registrar" means, each with respect to the Certificates
of any series, the register maintained and the registrar appointed pursuant to
Sections 3.04 and 7.12.

         "Registration Event" has the meaning specified in the Registration
Rights Agreement.

         "Registration Rights Agreement" means the Registration Rights Agreement
dated as of January 28, 2000 among the Company, the Trustee and the Placement
Agents named therein.

         "Regular Distribution Date" means, with respect to distributions of
Scheduled Payments in respect of any series of Certificates, each date
designated as such in this Agreement, until payment of all the Scheduled
Payments to be made under the Equipment Notes held in the Trust have been made.



<PAGE>   16
                                      -10-

         "Request" means a request by the Company setting forth the subject
matter of the request accompanied by an Officer's Certificate and an Opinion of
Counsel as provided in Section 1.02 of this Basic Agreement.

         "Responsible Officer" means, with respect to any Trustee, any Loan
Trustee and any Owner Trustee, any officer in the Corporate Trust Department of
the Trustee, Loan Trustee or Owner Trustee or any other officer customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with a particular subject.

         "Responsible Party" means, with respect to the Certificates of any
series, the person designated as such in the related Trust Supplement.

         "Scheduled Payment" means, with respect to any Equipment Note, (i) any
payment of principal or interest on such Equipment Note (other than any such
payment which is not in fact received by the Trustee or any Subordination Agent
within five days of the date on which such payment is scheduled to be made) or
(ii) any payment of interest on the Certificates with funds drawn under the
Liquidity Facility for such series, which payment represents the installment of
principal on such Equipment Note at the stated maturity of such installment, the
payment of regularly scheduled interest accrued on the unpaid principal amount
of such Equipment Note, or both; provided, however, that any payment of
principal, premium, if any, or interest resulting from the redemption or
purchase of any Equipment Note shall not constitute a Scheduled Payment.

         "SEC" means the Securities and Exchange Commission, as from time to
time constituted or created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

         "Selling Certificateholder" has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

         "Shelf Registration Statement" has the meaning specified in the
Registration Rights Agreement.



<PAGE>   17
                                      -11-

         "Special Distribution Date" means, with respect to the Certificates of
any series, each date on which a Special Payment is to be distributed as
specified in this Agreement.

         "Special Payment" means (i) any payment (other than a Scheduled
Payment) in respect of, or any proceeds of, any Equipment Note or Trust
Indenture Estate (as defined in each Indenture), (ii) the amounts required to be
distributed pursuant to the last paragraph of Section 2.02(b) or (iii) the
amounts required to be distributed pursuant to the penultimate paragraph of
Section 2.02(b).

         "Special Payments Account" means, with respect to the Certificates of
any series, the account or accounts created and maintained for such series
pursuant to Section 4.01(b) and the related Trust Supplement.

         "Specified Investments" means, with respect to any Trust, unless
otherwise specified in the related Trust Supplement, (i) obligations of, or
guaranteed by, the United States Government or agencies thereof, (ii) open
market commercial paper of any corporation incorporated under the laws of the
United States of America or any state thereof rated at least P-2 or its
equivalent by Moody's Investors Service, Inc. or at least A-2 or its equivalent
by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc., (iii) certificates of deposit issued by commercial banks organized under
the laws of the United States or of any political subdivision thereof having a
combined capital and surplus in excess of $100,000,000 which banks or their
holding companies have a rating of A or its equivalent by Moody's Investors
Service, Inc. or Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.; provided, however, that the aggregate amount at any
one time so invested in certificates of deposit issued by any one bank shall not
exceed 5 % of such bank's capital and surplus, (iv) U.S. dollar-denominated
offshore certificates of deposit issued by, or offshore time deposits with, any
commercial bank described in clause (iii) above or any subsidiary thereof and
(v) repurchase agreements with any financial institution having combined capital
and surplus of at least $100,000,000 with any of the obligations described in
clauses (i) through (iv) above as collateral; provided, further, that if all of
the above investments are unavailable, the entire amounts to be invested may be
used to purchase federal funds from an entity described in clause (iii) above.

         "Subordination Agent" has the meaning specified therefor in any
Intercreditor Agreement.

         "Substitute Aircraft" means, with respect to any Trust, any Aircraft of
a type specified in this Agreement and, at the election of the Company,
substituted prior to the applicable Cut-off Date, if any, pursuant to the terms
of this Agreement.



<PAGE>   18
                                      -12-

         "Transfer Date" has the meaning assigned to that term or any of the
terms "Delivery Date", "Funding Date" or "Closing Date" in a Note Purchase
Agreement, and in any event refers to any such date as it may be changed from
time to time in accordance with the terms of such Note Purchase Agreement.

         "Triggering Event" has the meaning specified therefor in any
Intercreditor Agreement.

         "Trust" means, with respect to the Certificates of any series, the
trust under this Agreement.

         "Trustee" means Wilmington Trust Company, or its successor in interest,
and any successor or other trustee appointed as provided herein.

         "Trust Indenture Act", except as otherwise provided in Section 9.06,
means, with respect to any particular Trust, the United States Trust Indenture
Act of 1939, as in force at the date as of which the related Trust Supplement
was executed.

         "Trust Property" means, with respect to any Trust, (i) subject to any
related Intercreditor Agreement, the Equipment Notes held as the property of the
Trust, all monies at any time paid thereon and all monies due and to become due
thereunder, (ii) funds from time to time deposited in the related Escrow
Account, the related Certificate Account and the related Special Payments
Account and, subject to the related Intercreditor Agreement, any proceeds from
the sale by the Trustee pursuant to Article VI hereof of any such Equipment
Note, (iii) all rights of the Trust and the Trustee, on behalf of the Trust,
under the Intercreditor Agreement, including, without limitation, all monies
receivable in respect of such rights and (iv) all monies receivable under any
Liquidity Facility for such Trust.

         "Trust Supplement" means an agreement supplemental hereto pursuant to
which (i) a separate Trust is created for the benefit of the Holders of the
Certificates of a series, (ii) the issuance of the Certificates of such series
representing fractional undivided interests in such Trust is authorized and
(iii) the terms of the Certificates of such series are established.

         Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II),
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Basic Agreement, or, in respect of the
Certificates of any series, this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Basic Agreement or this
Agreement relating to the proposed action



<PAGE>   19
                                      -13-

have been complied with and (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Basic Agreement or this Agreement relating to such particular
application or request, no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Basic Agreement or, in respect of the
Certificate of any series, this Agreement (other than a certificate provided
pursuant to Section 8.04(d)) or any Trust Supplement shall include:

         (a) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions in this
     Basic Agreement or this Agreement relating thereto;

         (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (c) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

         (d) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

         Section 1.03. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Basic Agreement or this Agreement, they may, but need
not, be consolidated and form one instrument.

         Section 1.04. Directions of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement in



<PAGE>   20
                                      -14-

respect of the Certificates of any series to be given or taken by
Certificateholders (a "Direction") may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent or proxy duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
when it is hereby expressly required pursuant to this Agreement, to the Company
or any Loan Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Trust Agreement and conclusive
in favor of the Trustee, the Company and the related Loan Trustee, if made in
the manner provided in this Section 1.04.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer, and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.

         (c) In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates of any series Outstanding have
given any Direction under this Agreement, Certificates owned by the Company or
any Affiliate thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination. In determining whether the Trustee shall be
protected in relying upon any such Direction, only Certificates which the
Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates of any series
Outstanding, such Certificates shall not be so disregarded, and (ii) if any
amount of Certificates of any series so owned by any such Person have been
pledged in good faith, such Certificates shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Certificates and that the pledgee is not the Company or any
Affiliate thereof.

         (d) The Company may, at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders in respect of the Certificates of any series, entitled to
give any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act,
such record date shall be the record date specified in such Officer's
Certificate,




<PAGE>   21
                                      -15-

which shall be a date not more than 30 days prior to the first solicitation of
Certificateholders of the applicable series in connection therewith. If such a
record date is fixed, such Direction may be given before or after such record
date, but only the Certificateholders of record of the applicable series at the
close of business on such record date shall be deemed to be Certificateholders
for the purposes of determining whether Certificateholders of the requisite
proportion of Outstanding Certificates of such series have authorized or agreed
or consented to such Direction, and for that purpose the Outstanding
Certificates shall be computed as of such record date; provided, however, that
no such Direction by the Certificateholders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Agreement not later than one year after such record date.

         (e) Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

         (f) Except as otherwise provided in Section 1.04(c), Certificates owned
by or pledged to any Person shall have an equal and proportionate benefit under
the provisions of this Agreement, without preference, priority or distinction as
among all of the Certificates of such series.


                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                        ACQUISITION OF THE TRUST PROPERTY


         Section 2.01. Amount Unlimited; Issuable in Series. (a) The aggregate
principal amount of Certificates which may be authenticated and delivered under
this Basic Agreement is unlimited. The Certificates may be issued from time to
time in one or more series and shall be designated generally as the "Pass
Through Certificates", with such further designations added or incorporated in
such title for the Certificates of each series as specified in the related Trust
Supplement. Each Certificate shall bear upon its face the designation so
selected for the series to which it belongs. All Certificates of the same series
shall be substantially identical except that the Certificates of a series may
differ as to denomination and as may otherwise be provided in the Trust
Supplement establishing the Certificates of such series. Each series of
Certificates issued pursuant to this Agreement will evidence fractional
undivided interests in the related Trust and, except as may be contained in any
Intercreditor Agreement, will have no rights, benefits or interests in respect
of any other Trust or the Trust Property held therein. All Certificates of the
same series shall be in all respects equally and ratably entitled to the
benefits of this Agreement without preference, priority or distinction on




<PAGE>   22
                                      -16-

account of the actual time or times of authentication and delivery, all in
accordance with the terms and provisions of this Agreement.

         (b) The following matters shall be established with respect to the
Certificates of each series issued hereunder by a Trust Supplement executed and
delivered by and among the Company and the Trustee:

         (1) the formation of the Trust as to which the Certificates of such
     series represent fractional undivided interests and its designation (which
     designation shall distinguish such Trust from each other Trust created
     under this Basic Agreement and a Trust Supplement);

         (2) the specific title of the Certificates of such series (which title
     shall distinguish the Certificates of such series from each other series of
     Certificates created under this Basic Agreement and a Trust Supplement);

         (3) any limit upon the aggregate principal amount of the Certificates
     of such series which may be authenticated and delivered (which limit shall
     not pertain to Certificates authenticated and delivered upon registration
     of transfer of, or in exchange for, or in lieu of, other Certificates of
     the series pursuant to Sections 3.03, 3.04 and 3.06);

         (4) the Cut-off Date with respect to the Certificates of such series;

         (5) the Regular Distribution Dates applicable to the Certificates of
     such series;

         (6) the Special Distribution Dates applicable to the Certificates of
     such series;

         (7) if other than as provided in Section 7.12(b), the Registrar or the
     Paying Agent for the Certificates of such series, including any
     Co-Registrar or additional Paying Agent;

         (8) if other than as provided in Section 3.02, the denominations in
     which the Certificates of such series shall be issuable;

         (9) if other than United States dollars, the currency or currencies
     (including currency units) in which the Certificates of such series shall
     be denominated;



<PAGE>   23
                                      -17-

         (10) the specific form of the Certificates of such series (including
     the interest rate applicable thereto) and whether or not Certificates of
     such series are to be issued as Book-Entry Certificates and, if such
     Certificates are to be Book-Entry Certificates, the form of Letter of
     Representations, if any (or, in the case of any Certificates denominated in
     a currency other than United States dollars and if other than as provided
     in Section 3.05, whether and the circumstances under which beneficial
     owners of interests in such Certificates in permanent global form may
     exchange such interests for Certificates of such series and of like tenor
     of any authorized form and denomination);

         (11) a description of the Equipment Notes to be acquired and held in
     the related Trust and of the related Aircraft and Note Documents;

         (12) provisions with respect to the terms for which the definitions set
     forth in Article I hereof or the terms of Section 11.01 hereof permit or
     require further specification in the related Trust Supplement;

         (13) any restrictions (including legends) in respect of ERISA;

         (14) whether such series will be subject to an Intercreditor Agreement
     and, if so, the specific designation of such Intercreditor Agreement;

         (15) whether such series will have the benefit of a Liquidity Facility
     and, if so, any terms appropriate thereto;

         (16) whether there will be a deposit agreement or other arrangement
     prior to the delivery of one or more Aircraft and, if so, any terms
     appropriate thereto;

         (17) whether such series will be subject to a Registration Rights
     Agreement, and, if so, any terms appropriate thereto; and

         (18) any other terms of the Certificates of such series (which terms
     shall not be inconsistent with the provisions of the Trust Indenture Act),
     including any terms of the Certificates of such series which may be
     required or advisable under United States laws or regulations or advisable
     in connection with the marketing of Certificates of the series.

         (c) At any time and from time to time after the execution and delivery
of this Basic Agreement and a Trust Supplement forming a Trust and establishing
the terms of Certificates of a series, Certificates of such series shall be
executed, authenticated and delivered by the Trustee to the Person or Persons
specified by the Company upon request of the Company and upon satisfaction or
waiver of any conditions precedent set forth in such Trust Supplement or in any
other document to which a Trustee is a party relating to the issuance of the
Certificates of such series.



<PAGE>   24
                                      -18-

         Section 2.02. Acquisition of Equipment Notes. (a) Unless otherwise
specified in the related Trust Supplement, on or prior to the Issuance Date of
the Certificates of a series, the Trustee shall execute and deliver the related
Note Purchase Agreements in the form delivered to the Trustee by the Company and
shall, subject to the respective terms thereof, perform its obligations under
such Note Purchase Agreements. The Trustee shall issue and sell such
Certificates, in authorized denominations and in such Fractional Undivided
Interests, so as to result in the receipt of consideration in an amount equal to
the aggregate purchase price of the Equipment Notes contemplated to be purchased
by the Trustee under the related Note Purchase Agreements and, concurrently
therewith, the Trustee shall purchase, pursuant to the terms and conditions of
the Note Purchase Agreements, such Equipment Notes at a purchase price equal to
the amount of such consideration so received. Except as provided in Sections
3.03, 3.04 and 3.06 hereof, the Trustee shall not execute, authenticate or
deliver Certificates of such series in excess of the aggregate amount specified
in this paragraph. The provisions of this Subsection (a) are subject to the
provisions of Subsection (b) below.

         (b) If on or prior to the Issuance Date with respect to a series of
Certificates the Company shall deliver to the Trustee a Postponement Notice
relating to one or more Postponed Notes, the Trustee shall postpone the purchase
of such Postponed Notes and shall deposit into an escrow account (as to such
Trust, the "Escrow Account") to be maintained as part of the related Trust an
amount equal to the purchase price of such Postponed Notes (the "Escrowed
Funds"). The portion of the Escrowed Funds so deposited with respect to any
particular Postponed Notes shall be invested by the Trustee at the written
direction and risk of, and for the benefit of, the Responsible Party in
Specified Investments (i) maturing no later than any scheduled Transfer Date
relating to such Postponed Notes or (ii) if no such Transfer Date has been
scheduled, maturing on the next Business Day, or (iii) if the Company has given
notice to the Trustee that such Postponed Notes will not be issued, maturing on
the next applicable Special Distribution Date, if such investments are
reasonably available for purchase. The Trustee shall make withdrawals from the
Escrow Account only as provided in this Agreement. Upon request of the Company
on one or more occasions and the satisfaction or waiver of the closing
conditions specified in the applicable Note Purchase Agreements on or prior to
the related Cut-off Date, the Trustee shall purchase the applicable Postponed
Notes with the Escrowed Funds withdrawn from the Escrow Account. The purchase
price shall equal the principal amount of such Postponed Notes.

         The Trustee shall hold all Specified Investments until the maturity
thereof and will not sell or otherwise transfer Specified Investments. If
Specified Investments held in an Escrow Account mature prior to any applicable
Transfer Date, any proceeds received on the maturity of such Specified
Investments (other than any earnings thereon) shall be reinvested by the Trustee
at the written direction and risk of, and for the benefit of, the Responsible
Party in Specified Investments maturing as provided in the preceding paragraph.



<PAGE>   25
                                      -19-

         Any earnings on Specified Investments received from time to time by the
Trustee shall be promptly distributed to the Responsible Party. The Responsible
Party shall pay to the Trustee for deposit to the relevant Escrow Account an
amount equal to any losses on such Specified Investments as incurred. On the
Initial Regular Distribution Date in respect of the Certificates of any series,
the Responsible Party will pay (in immediately available funds) to the Trustee
an amount equal to the interest that would have accrued on any Postponed Notes
with respect to such Certificates, if any, purchased after the Issuance Date if
such Postponed Notes had been purchased on the Issuance Date, from the Issuance
Date to, but not including, the date of the purchase of such Postponed Notes by
the Trustee.

         If, in respect of the Certificates of any series, the Company notifies
the Trustee prior to the Cut-off Date that any Postponed Notes will not be
issued on or prior to the Cut-off Date for any reason, on the next Special
Distribution Date for such Certificates occurring not less than 15 days
following the date of such notice, (i) the Responsible Party shall pay to the
Trustee for deposit in the related Special Payments Account, in immediately
available funds, an amount equal to the interest that would have accrued on the
Postponed Notes designated in such notice at a rate equal to the interest rate
applicable to such Certificates from the Issuance Date to, but not including,
such Special Distribution Date and (ii) the Trustee shall transfer an amount
equal to that amount of Escrowed Funds that would have been used to purchase the
Postponed Notes designated in such notice and the amount paid by the Responsible
Party pursuant to the immediately preceding clause (i) to the related Special
Payments Account for distribution as a Special Payment in accordance with the
provisions hereof.

         If, on such Cut-off Date, an amount equal to less than all of the
Escrowed Funds (other than Escrowed Funds referred to in the immediately
preceding paragraph) has been used to purchase Postponed Notes, on the next such
Special Distribution Date occurring not less than 15 days following such Cut-off
Date (i) the Responsible Party shall pay to the Trustee for deposit in such
Special Payments Account, in immediately available funds, an amount equal to the
interest that would have accrued on such Postponed Notes contemplated to be
purchased with such unused Escrowed Funds (other than Escrowed Funds referred to
in the immediately preceding paragraph) but not so purchased at a rate equal to
the interest rate applicable to such Certificates from the Issuance Date to, but
not including, such Special Distribution Date and (ii) the Trustee shall
transfer such unused Escrowed Funds and the amount paid by the Responsible Party
pursuant to the immediately preceding clause (i) to such Special Payments
Account for distribution as a Special Payment in accordance with the provisions
hereof.

         Section 2.03. Acceptance by Trustee. The Trustee, upon the execution
and delivery of a Trust Supplement creating a Trust and establishing a series of
Certificates, shall acknowledge its acceptance of all right, title and interest
in and to the Trust Property to be acquired pursuant to Section 2.02 hereof and
the related Note Purchase Agreements and shall



<PAGE>   26
                                      -20-

declare that the Trustee holds and will hold all such right, title and interest
for the benefit of all then present and future Certificateholders of such
series, upon the trusts herein and in such Trust Supplement set forth. By the
acceptance of each Certificate of such series issued to it under this Agreement,
each initial Holder of such series as grantor of such Trust shall thereby join
in the creation and declaration of such Trust.

         Section 2.04. Limitation of Powers. The Trust is constituted solely for
the purpose of making the investment in the Equipment Notes provided for in the
related Trust Supplement, and, except as set forth herein, the Trustee shall not
be authorized or empowered to acquire any other investments or engage in any
other activities and, in particular, the Trustee shall not be authorized or
empowered to do anything that would cause such Trust to fail to qualify as a
"grantor trust" for federal income tax purposes (including, as subject to this
restriction, acquiring any Aircraft (as defined in the respective Indentures) by
bidding such Equipment Notes or otherwise, or taking any action with respect to
any such Aircraft once acquired).


                                   ARTICLE III

                                THE CERTIFICATES


         Section 3.01. Form, Denomination and Execution of Certificates. The
Certificates of each series shall be issued in fully registered form without
coupons and shall be substantially in the form attached hereto as Exhibit A,
with such omissions, variations and insertions as are permitted by this
Agreement, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange on which such Certificates may be
listed or to conform to any usage in respect thereof, or as may, consistently
herewith, be determined by the Trustee or the officers executing such
Certificates, as evidenced by the Trustee's or respective officers' execution of
the Certificates.

         Except as provided in Section 3.05, the definitive Certificates of such
series shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by
the rules of any securities exchange on which the Certificates may be listed,
all as determined by the officers executing such Certificates, as evidenced by
their execution of such Certificates.

         Except as otherwise provided in the related Trust Supplement, the
Certificates of each series shall be issued in minimum denominations of $1,000
or integral multiples thereof except that one Certificate of such series may be
issued in a different denomination.



<PAGE>   27
                                      -21-

         The Certificates of such series shall be executed on behalf of the
Trustee by manual or facsimile signature of a Responsible Officer of the
Trustee. Certificates of any series bearing the manual or facsimile signature of
an individual who was, at the time when such signature was affixed, authorized
to sign on behalf of the Trustee shall be valid and binding obligations of the
Trustee, notwithstanding that such individual has ceased to be so authorized
prior to the authentication and delivery of such Certificates or did not hold
such office at the date of such Certificates.

         Section 3.02. Authentication of Certificates. (a) On the Issuance Date,
the Trustee shall duly execute, authenticate and deliver Certificates of each
series in authorized denominations equalling in the aggregate the aggregate
principal amount of the Equipment Notes that may be purchased by the Trustee
pursuant to the related Note Purchase Agreements, and evidencing the entire
ownership of the related Trust. Thereafter, the Trustee shall duly execute,
authenticate and deliver the Certificates of such series as herein provided.

         (b) No Certificate of any series shall be entitled to any benefit under
this Agreement or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A hereto executed by the Trustee by the manual signature of one of
its authorized signatories, and such certificate of authentication upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates of any series shall be dated the date of their authentication.

         Section 3.03. Temporary Certificates. Until definitive Certificates are
ready for delivery, the Trustee shall execute, authenticate and deliver
temporary Certificates of each series. Temporary Certificates of each series
shall be substantially in the form of definitive Certificates of each series but
may have insertions, substitutions, omissions and other variations determined to
be appropriate by the officers executing the temporary Certificates of each
series, as evidenced by their execution of such temporary Certificates. If
temporary Certificates of any series are issued, the Trustee will cause
definitive Certificates of each series to be prepared without unreasonable
delay. After the preparation of definitive Certificates of each series, the
temporary Certificates shall be exchangeable for definitive Certificates upon
surrender of the temporary Certificates at the office or agency of the Trustee
designated for such purpose pursuant to Section 7.12, without charge to the
Certificateholder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute, authenticate and deliver in exchange
therefor a like face amount of definitive Certificates of like series, in
authorized denominations and of a like Fractional Undivided Interest. Until so
exchanged, the temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates.



<PAGE>   28
                                      -22-

         Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept
at the office or agency to be maintained by it in accordance with the provisions
of Section 7.12 of this Agreement a register (the "Register") for each series of
Certificates in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of the Certificates of
such series and of transfers and exchanges of such Certificates as herein
provided. The Trustee shall initially be the registrar (the "Registrar") for the
purpose of registering such Certificates of each series and transfers and
exchanges of such Certificates as herein provided.

         All Certificates issued upon any registration of transfer or exchange
of Certificate of any series shall be valid obligations of the applicable Trust,
evidencing the same interest therein, and entitled to the same benefits under
this Agreement, as the Certificates of such series surrendered upon such
registration of transfer or exchange.

         Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office or such other office or agency, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like series, in authorized
denominations of a like aggregate Fractional Undivided Interest.

         At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of like series, in authorized denominations and of a like
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute, authenticate and deliver
the Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar duly executed by
the Certificateholder thereof or its attorney duly authorized in writing.

         No service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Certificates, but the Trustee shall
require payment of a sum sufficient to cover any tax or similar governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates. Certificates surrendered for registration of transfer or exchange
shall be canceled and subsequently destroyed by the Trustee.

         Section 3.05. Book-Entry and Definitive Certificates.

         (a) The Certificates of any series may be issued in the form of one or
more typewritten Certificates representing the Book-Entry Certificates of such
series, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Company. In such case, the Certificates of such
series delivered to The Depository Trust




<PAGE>   29
                                      -23-

Company shall initially be registered on the Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Certificates of such series, except as provided above and in Subsection
(d) below. As to the Certificates of any series, unless and until definitive,
fully registered Certificates (the "Definitive Certificates") have been issued
pursuant to Subsection (d) below:

         (i) the provisions of this Section 3.05 shall be in full force and
     effect;

         (ii) the Company, the Paying Agent, the Registrar and the Trustee may
     deal with the Clearing Agency Participants for all purposes (including the
     making of distributions on the Certificates) as the authorized
     representatives of the Certificate Owners;

         (iii) to the extent that the provisions of this Section 3.05 conflict
     with any other provisions of this Agreement (other than the provisions of
     any Trust Supplement expressly amending this Section 3.05 as permitted by
     this Basic Agreement), the provisions of this Section 3.05 shall control;

         (iv) the rights of Certificate Owners shall be exercised only through
     the Clearing Agency and shall be limited to those established by law and
     agreements between such Certificate Owners and the Clearing Agency
     Participants; and until Definitive Certificates are issued pursuant to
     Subsection (d) below, the Clearing Agency will make book-entry transfers
     among the Clearing Agency Participants and receive and transmit
     distributions of principal, interest and premium, if any, on the
     Certificates to such Clearing Agency Participants; and

         (v) whenever this Agreement requires or permits actions to be taken
     based upon instructions or directions of Certificateholders of such series
     holding Certificates of such series evidencing a specified percentage of
     the Fractional Undivided Interests in the related Trust, the Clearing
     Agency shall be deemed to represent such percentage only to the extent that
     it has received instructions to such effect from Clearing Agency
     Participants owning or representing, respectively, such required percentage
     of the beneficial interest in Certificates of such series and has delivered
     such instructions to the Trustee. The Trustee shall have no obligation to
     determine whether the Clearing Agency has in fact received any such
     instructions.

         (b) Whenever notice or other communication to the Certificateholders of
such series is required under this Agreement, unless and until Definitive
Certificates shall have been issued pursuant to Subsection (d) below, the
Trustee shall give all such notices and communications specified herein to be
given to Certificateholders of such series to the Clearing Agency.



<PAGE>   30
                                      -24-

         (c) Unless and until Definitive Certificates of a series are issued
pursuant to Subsection (d) below, on the Record Date prior to each applicable
Regular Distribution Date and Special Distribution Date, the Trustee will
request from the Clearing Agency a securities position listing setting forth the
names of all Clearing Agency Participants reflected on the Clearing Agency's
books as holding interests in the Certificates on such Record Date.

         (d) If with respect to the Certificates of any series (i) the Company
advises the Trustee in writing that the Clearing Agency is no longer willing or
able to discharge properly its responsibilities and the Trustee or the Company
is unable to locate a qualified successor, (ii) the Company, at its option,
advises the Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of an Event of
Default, Certificate Owners of Book-Entry Certificates of such series evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the related Trust, by Act of such Certificate Owners delivered to the Company
and the Trustee, advise the Company, the Trustee and the Clearing Agency through
the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency Participants is no longer in the
best interests of the Certificate Owners of such series, then the Trustee shall
notify all Certificate Owners of such series, through the Clearing Agency, of
the occurrence of any such event and of the availability of Definitive
Certificates. Upon surrender to the Trustee of all the Certificates of such
series held by the Clearing Agency, accompanied by registration instructions
from the Clearing Agency Participants for registration of Definitive
Certificates in the names of Certificate Owners of such series, the Trustee
shall issue and deliver the Definitive Certificates of such series in accordance
with the instructions of the Clearing Agency. Neither the Company, the
Registrar, the Paying Agent nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such registration instructions. Upon the issuance of
Definitive Certificates of such series, the Trustee shall recognize the Person
in whose name the Definitive Certificates are registered in the Register as
Certificateholders hereunder. Neither the Company nor the Trustee shall be
liable if the Trustee or the Company is unable to locate a qualified successor
Clearing Agency.

         (e) Except as otherwise provided in the related Trust Supplement, the
Trustee shall enter into the applicable Letter of Representations with respect
to such series of Certificates and fulfill its responsibilities thereunder.

         (f) The provisions of this Section 3.05 may be made inapplicable to any
series or may be amended with respect to any series in the related Trust
Supplement.

         Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate is surrendered to the Registrar or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the




<PAGE>   31
                                      -25-

Registrar and the Trustee such security, indemnity or bond, as may be required
by them to save each of them harmless, then, in the absence of notice to the
Registrar or the Trustee that such destroyed, lost or stolen Certificate has
been acquired by a bona fide purchaser, and provided that the requirements of
Section 8-405 of the Uniform Commercial Code in effect in any applicable
jurisdiction are met, the Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate or Certificates of like series, in authorized
denominations and of like Fractional Undivided Interest and bearing a number not
contemporaneously outstanding.

         In connection with the issuance of any new Certificate under this
Section 3.06, the Trustee may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.

         Any duplicate Certificate issued pursuant to this Section 3.06 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the related Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

         The provisions of this Section 3.06 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates.

         Section 3.07. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Trustee, the Registrar and any
Paying Agent may treat the Person in whose name any Certificate is registered
(as of the day of determination) as the owner of such Certificate for the
purpose of receiving distributions pursuant to Article IV and for all other
purposes whatsoever, and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

         Section 3.08. Cancellation. All Certificates surrendered for payment or
transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for cancellation
and shall promptly be canceled by it. No Certificates shall be authenticated in
lieu of or in exchange for any Certificates cancelled as provided in this
Section 3.08, except as expressly permitted by this Agreement. All cancelled
Certificates held by the Registrar shall be destroyed and a certification of
their destruction delivered to the Trustee.

         Section 3.09. Limitation of Liability for Payments. All payments and
distributions made to Certificateholders of any series in respect of the
Certificates of such series shall be made only from the Trust Property of the
related Trust and only to the extent that the




<PAGE>   32
                                      -26-

Trustee shall have sufficient income or proceeds from the Trust Property to make
such payments in accordance with the terms of Article IV of this Agreement. Each
Certificateholder, by its acceptance of a Certificate, agrees that it will look
solely to the income and proceeds from the Trust Property of the related Trust
for any payment or distribution due to such Certificateholder pursuant to the
terms of this Agreement and that it will not have any recourse to the Company,
the Trustee, the Loan Trustees, the Liquidity Providers, the Owner Trustees or
the Owner Participants, except as otherwise expressly provided herein or in the
Intercreditor Agreement.

         The Company is a party to this Agreement solely for purposes of meeting
the requirements of the Trust Indenture Act, and therefore shall not have any
right, obligation or liability hereunder (except as otherwise expressly provided
herein).


                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS


         Section 4.01. Certificate Account and Special Payments Account. (a) The
Trustee shall establish and maintain on behalf of the Certificateholders of each
series a Certificate Account as one or more non-interest-bearing accounts. The
Trustee shall hold such Certificate Account in trust for the benefit of the
Certificateholders of such series, and shall make or permit withdrawals
therefrom only as provided in this Agreement. On each day when a Scheduled
Payment is made to the Trustee (under the Intercreditor Agreement, if
applicable) with respect to the Certificates of such series, the Trustee, upon
receipt thereof, shall immediately deposit the aggregate amount of such
Scheduled Payment in such Certificate Account.

         (b) The Trustee shall establish and maintain on behalf of the
Certificateholders of each series a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in Section
4.04. The Trustee shall hold the Special Payments Account in trust for the
benefit of the Certificateholders of such series and shall make or permit
withdrawals therefrom only as provided in this Agreement. On each day when one
or more Special Payments are made to the Trustee (under the Intercreditor
Agreement, if applicable) with respect to the Certificates of such series, the
Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of
such Special Payments in such Special Payments Account.



<PAGE>   33
                                      -27-

         (c) The Trustee shall present (or, if applicable, cause the
Subordination Agent to present) to the related Loan Trustee of each Equipment
Note such Equipment Note on the date of its stated final maturity or, in the
case of any Equipment Note which is to be redeemed in whole pursuant to the
related Indenture, on the applicable redemption date under such Indenture.

         Section 4.02. Distributions from Certificate Account and Special
Payments Account. (a) On each Regular Distribution Date with respect to a series
of Certificates or as soon thereafter as the Trustee has confined receipt of the
payment of all or any part of the Scheduled Payments due on the Equipment Notes
held (subject to the Intercreditor Agreement) in the related Trust on such date,
the Trustee shall distribute out of the applicable Certificate Account the
entire amount deposited therein pursuant to Section 4.01(a). There shall be so
distributed to each Certificateholder of record of such series on the Record
Date with respect to such Regular Distribution Date (other than as provided in
Section 11.01 concerning the final distribution) by check mailed to such
Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the Trust held by such Certificateholder) of the total amount in the
applicable Certificate Account, except that, with respect to Certificates
registered on the Record Date in the name of a Clearing Agency (or its nominee),
such distribution shall be made by wire transfer in immediately available funds
to the account designated by such Clearing Agency (or such nominee).

         (b) On each Special Distribution Date with respect to any Special
Payment with respect to a series of Certificates or as soon thereafter as the
Trustee has confirmed receipt of any Special Payments due on the Equipment Notes
held (subject to the Intercreditor Agreement) in the related Trust or realized
upon the sale of such Equipment Notes, the Trustee shall distribute out of the
applicable Special Payments Account the entire amount of such applicable Special
Payment deposited therein pursuant to Section 4.01(b). There shall be so
distributed to each Certificateholder of record of such series on the Record
Date with respect to such Special Distribution Date (other than as provided in
Section 11.01 concerning the final distribution) by check mailed to such
Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the Fractional Undivided Interest
in the related Trust held by such Certificateholder) of the total amount in the
applicable Special Payments Account on account of such Special Payment, except
that, with respect to Certificates registered on the Record Date in the name of
a Clearing Agency (or its nominee), such distribution shall be made by wire
transfer in immediately available funds to the account designated by such
Clearing Agency (or such nominee).



<PAGE>   34
                                      -28-

         (c) The Trustee shall, at the expense of the Company, cause notice of
each Special Payment with respect to a series of Certificates to be mailed to
each Certificateholder at his address as it appears in the Register. In the
event of redemption or purchase of Equipment Notes held in the related Trust,
such notice shall be mailed not less than 15 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase. In the event that the Trustee receives a notice from the Company
that Postponed Notes will not be purchased by the Trustee pursuant to Section
2.02, such notice of Special Payment shall be mailed as soon as practicable
after receipt of such notice from the Company and shall state the Special
Distribution Date for such Special Payment, which shall occur 15 days after the
date of such notice of Special Payment or (if such 15th day is not practicable)
as soon as practicable thereafter. In the event that any Special Payment is to
be made pursuant to the last paragraph of Section 2.02(b) hereof, there shall be
mailed on the Cut-off Date (or, if such mailing on the Cut-off Date is not
practicable, as soon as practicable after the Cut-off Date), notice of such
Special Payment stating the Special Distribution Date for such Special Payment,
which shall occur 15 days after the date of such notice of such Special Payment
(or, if such 15th day is not practicable, as soon as practicable thereafter). In
the case of any other Special Payments, such notice shall be mailed as soon as
practicable after the Trustee has confirmed that it has received funds for such
Special Payment, stating the Special Distribution Date for such Special Payment
which shall occur not less than 15 days after the date of such notice and as
soon as practicable thereafter. Notices mailed by the Trustee shall set forth:

         (i) the Special Distribution Date and the Record Date therefor (except
     as otherwise provided in Section 11.01);

         (ii) the amount of the Special Payment (taking into account any payment
     to be made by the Responsible Party pursuant to Section 2.02(b)) for each
     $1,000 face amount Certificate and the amount thereof constituting
     principal, premium, if any, and interest;

         (iii) the reason for the Special Payment;

         (iv) whether such Special Payment may be cancelled or such Special
     Distribution Date may be postponed and if so, the conditions under which
     the Special Payment may be cancelled or such Special Distribution Date may
     be postponed; and

         (v) if the Special Distribution Date is the same date as a Regular
     Distribution Date for the Certificates, the total amount to be received on
     such date for each $1,000 face amount Certificate.



<PAGE>   35
                                      -29-

If the amount of (i) premium, if any, payable upon the redemption or purchase of
an Equipment Note has not been calculated at the time that the Trustee mails
notice of a Special Payment, it shall be sufficient if the notice sets forth the
other amounts to be distributed and states that any premium received will also
be distributed.

         If any redemption of the Equipment Notes held in any Trust is cancelled
or postponed, the Trustee, as soon as possible after learning thereof, shall
cause notice thereof to be mailed to each Certificateholder at its address as it
appears on the Register.

         Section 4.03. Statements to Certificateholders. (a) On each Regular
Distribution Date and Special Distribution Date, the Trustee will include with
each distribution of a Scheduled Payment or Special Payment, as the case may be,
to Certificateholders of the related series a statement setting forth the
information provided below. Such statement shall set forth (per $1,000 aggregate
principal amount of Certificate as to (i) and (ii) below) the following
information:

         (i) the amount of such distribution hereunder allocable to principal
     and the amount allocable to premium, if any;

         (ii) the amount of such distribution under this Agreement allocable to
     interest;

         (iii) the Pool Balance and the Pool Factor of the related Trust.

         With respect to the Certificates registered in the name of a Clearing
Agency or its nominee, on the Record Date prior to each Distribution Date, the
Trustee will request from the Clearing Agency a securities position listing
setting forth the names of all Clearing Agency Participants reflected on the
Clearing Agency's books as holding interests in the Certificates on such Record
Date. On each Distribution Date, the Trustee will mail to each such Clearing
Agency Participant the statement described above and will make available
additional copies as requested by such Clearing Agency Participant for
forwarding to holders of interests in the Certificates.

         (b) Within a reasonable period of time after the end of each calendar
year but not later than the latest date permitted by law, the Trustee shall
furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) above with respect to the
related Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and which a Certificateholder shall reasonably request as
necessary for the purpose of such Certificateholder's preparation of its federal



<PAGE>   36
                                      -30-

income tax returns. With respect to Certificates registered in the name of a
Clearing Agency or its nominee, such statement and such other items shall be
prepared on the basis of information supplied to the Trustee by the Clearing
Agency Participants and shall be delivered by the Trustee to such Clearing
Agency Participants to be available for forwarding by such Clearing Agency
Participants to the holders of interests in the Certificates in the manner
described in Section 4.03(a).

         Section 4.04. Investment of Special Payment Moneys. Any money received
by the Trustee pursuant to Section 4.01(b) representing a Special Payment which
is not distributed on the date received shall, to the extent practicable, be
invested in Permitted Investments by the Trustee pending distribution of such
Special Payment pursuant to Section 4.02. Any investment made pursuant to this
Section 4.04 shall be in such Permitted Investments having maturities not later
than the date that such moneys are required to be used to make the payment
required under Section 4.02 on the applicable Special Distribution Date and the
Trustee shall hold any such Permitted Investments until maturity. The Trustee
shall have no liability with respect to any investment made pursuant to this
Section 4.04, other than by reason of the willful misconduct or negligence of
the Trustee. All income and earnings from such investments shall be distributed
on such Special Distribution Date as part of such Special Payment.


                                    ARTICLE V

                                   THE COMPANY


         Section 5.01. Maintenance of Corporate Existence. The Company, at its
own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.02;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

         Section 5.02. Consolidation, Merger, Etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:



<PAGE>   37
                                      -31-

         (a) the corporation formed by such consolidation or into which the
     Company is merged or the Person that acquires by conveyance, transfer or
     lease substantially all of the assets of the Company as an entirety shall
     be (i) organized and validly existing under the laws of the United States
     of America or any state thereof or the District of Columbia, (ii) a
     "citizen of the United States" as defined in 49 U.S.C. Section
     40102(a)(15), as amended, and (iii) a United States certificated air
     carrier, if and so long as such status is a condition of entitlement to the
     benefits of Section 1110 of the Bankruptcy Reform Act of 1978, as amended
     (11 U.S.C. Section  1110), with respect to the Leases or the Aircraft owned
     by the Company;

         (b) the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance, transfer or
     lease substantially all of the assets of the Company as an entirety shall
     execute and deliver to the Trustee applicable to the Certificates of each
     series a duly authorized, valid, binding and enforceable agreement in form
     and substance reasonably satisfactory to the Trustee containing an
     assumption by such successor corporation or Person of the due and punctual
     performance and observance of each covenant and condition of the Note
     Documents, of the Note Purchase Agreement and of this Agreement applicable
     to the Certificates of each series to be performed or observed by the
     Company; and

         (c) the Company shall have delivered to the Trustee an Officer's
     Certificate of the Company and an Opinion of Counsel of the Company
     reasonably satisfactory to the Trustee, each stating that such
     consolidation, merger, conveyance, transfer or lease and the assumption
     agreement mentioned in clause (b) above comply with this Section 5.02 and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with.

         Upon any consolidation or merger, or any conveyance, transfer or lease
of substantially all of the assets of the Company as an entirety in accordance
with this Section 5.02, the successor corporation or Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Agreement applicable
to the Certificates of each series with the same effect as if such successor
corporation or Person had been named as the Company herein. No such conveyance,
transfer or lease of substantially all of the assets of the Company as an
entirety shall have the effect of releasing the Company or any successor
corporation or Person which shall have become such in the manner prescribed in
this Section 5.02 from its liability in respect of this Agreement, the Note
Purchase Agreement and any Note Document applicable to the Certificates of such
series to which it is a party.



<PAGE>   38
                                      -32-

                                   ARTICLE VI

                                     DEFAULT


         Section 6.01. Events of Default. (a) Exercise of Remedies. Upon the
occurrence and during the continuation of any Indenture Event of Default under
any Indenture, the Trustee may (i) to the extent it is the Controlling Party at
such time (as determined pursuant to the Intercreditor Agreement), direct the
exercise of remedies as provided in the Intercreditor Agreement and (ii) if
there is no related Intercreditor Agreement, direct the exercise of remedies or
take other action as provided in the relevant Indenture to the extent that it
may do so as the holder of the Equipment Notes issued under such Indenture and
held in the related Trust.

         (b) Purchase Rights of Certificateholders: At any time after the
occurrence and during the continuation of a Triggering Event, each
Certificateholder of Certificates of certain series (each, a "Potential
Purchaser" and, collectively, the "Potential Purchasers") will have certain
rights to purchase the Certificates of one or more other series, all as set
forth in the Trust Supplement applicable to the Certificates held by such
Potential Purchaser. The purchase price with respect to the Certificates of any
series shall be equal to the Pool Balance of the Certificates of such series,
together with accrued and unpaid interest thereon to the date of such purchase,
without premium, but including any other amounts then due and payable to the
Certificateholders of such series under this Agreement, any related
Intercreditor Agreement or any other Note Document or on or in respect of the
Certificates of such series; provided, however, that if such purchase occurs
after a Record Date, such purchase price shall be reduced by the amount to be
distributed hereunder on the related Distribution Date (which deducted amounts
shall remain distributable to, and may be retained by, the Certificateholder as
of such Record Date); provided, further, that no such purchase of Certificates
of such series shall be effective unless the purchasing Certificateholder (each,
a "Purchasing Certificateholder" and, collectively, the "Purchasing
Certificateholders") shall certify to the Trustee that contemporaneously with
such purchase, one or more Purchasing Certificateholders are purchasing,
pursuant to the terms of this Agreement and the other Agreements, if any,
relating to the Certificates of a series that are subject to the same
Intercreditor Agreement (such other Agreements, the "Other Agreements"), the
Certificates of each such series that the Trust Supplement applicable to the
Certificates held by the Purchasing Certificateholder specifies may be purchased
by such Purchasing Certificateholder. Each payment of the purchase price of the
Certificates of any series shall be made to an account or accounts designated by
the Trustee and each such purchase shall be subject to the terms of this Section
6.01. By acceptance of its Certificate, each Certificateholder (each, a "Selling
Certificateholder" and, collectively, the "Selling Certificateholders") of a
series that is subject to purchase by Potential Purchasers, all as set forth in
the Trust Supplement applicable to the Certificates held by the Selling
Certificateholders, agrees that, at any time after the occurrence and during the
continuance of a



<PAGE>   39
                                      -33-

Triggering Event, it will, upon payment of the purchase price specified herein
by one or more Purchasing Certificateholders, forthwith sell, assign, transfer
and convey to such Purchasing Certificateholder (without recourse,
representation or warranty of any kind except for its own acts), all of the
right, title, interest and obligation of such Selling Certificateholder in this
Agreement, any related Intercreditor Agreement, the related Liquidity Facility,
the related Note Documents and all Certificates of such series held by such
Selling Certificateholder (excluding all right, title and interest under any of
the foregoing to the extent such right, title or interest is with respect to an
obligation not then due and payable as respects any action or inaction or state
of affairs occurring prior to such sale) and the Purchasing Certificateholder
shall assume all of such Selling Certificateholder's obligations under this
Agreement, any related Intercreditor Agreement, the related Liquidity Facility
and the related Note Documents. The Certificates of such series will be deemed
to be purchased on the date payment of the purchase price is made
notwithstanding the failure of any Selling Certificateholder to deliver any
Certificates of such series and, upon such a purchase, (i) the only rights of
the Selling Certificateholders will be to deliver the Certificates to the
Purchasing Certificateholder and receive the purchase price for such
Certificates of such series and (ii) if the Purchasing Certificateholder shall
so request, such Selling Certificateholder will comply with all of the
provisions of Section 3.04 hereof to enable new Certificates of such series to
be issued to the Purchasing Certificateholder in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such
new Certificates shall be borne by the Purchasing Certificateholder.

         Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of
all or any part of the Equipment Notes held in the Trust made either under the
power of sale given under this Agreement or otherwise for the enforcement of
this Agreement, the following shall be applicable:

         (a) Certificateholders and Trustee May Purchase Equipment Notes. Any
     Certificateholder, the Trustee in its individual or any other capacity or
     any other Person may bid for and purchase any of the Equipment Notes held
     in the Trust, and upon compliance with the terms of sale, may hold, retain,
     possess and dispose of such Equipment Notes in their own absolute right
     without further accountability.

         (b) Receipt of Trustee Shall Discharge Purchaser. The receipt of the
     Trustee making such sale shall be a sufficient discharge to any purchaser
     for his purchase money, and, after paying such purchase money and receiving
     such receipt, such purchaser or its personal representative or assigns
     shall not be obliged to see to the application of such purchase money, or
     be in any way answerable for any loss, misapplication or nonapplication
     thereof.



<PAGE>   40
                                      -34-

         (c) Application of Moneys Received upon Sale. Any moneys collected by
     the Trustee upon any sale made either under the power of sale given by this
     Agreement or otherwise for the enforcement of this Agreement shall be
     applied as provided in Section 4.02.

         Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May
Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note held in the related Trust, or
if there shall be any failure to pay Rent (as defined in the relevant Lease)
under any Lease when due and payable, then the Trustee, in, its own name and as
trustee of an express trust, as holder of such Equipment Notes, to the extent
permitted by and in accordance with the terms of any related Intercreditor
Agreement and any related Note Documents (subject to rights of the applicable
Owner Trustee or Owner Participant to cure any such failure to pay principal of,
premium, if any, or interest on any Equipment Note or to pay Rent under any
Lease in accordance with the applicable Indenture), shall be entitled and
empowered to institute any suits, actions or proceedings at law, in equity or
otherwise, for the collection of the sums so due and unpaid on such Equipment
Notes or under such Lease and may prosecute any such claim or proceeding to
judgment or final decree with respect to the whole amount of any such sums so
due and unpaid.

         Section 6.04. Control by Certificateholders. Subject to Section 6.03
and the related Intercreditor Agreement, the Certificateholders holding
Certificates of a series evidencing Fractional Undivided Interests aggregating
not less than a majority in interest in the related Trust shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee with respect to the Trust or pursuant to the terms of
the Intercreditor Agreement, or exercising any trust or power conferred on the
Trustee under this Agreement or the Intercreditor Agreement, including any right
of the Trustee as Controlling Party under such Intercreditor Agreement or as
holder of the Equipment Notes held in the related Trust; provided, however, that

         (a) such Direction shall not in the opinion of the Trustee be in
     conflict with any rule of law or with this Agreement and would not involve
     the Trustee in personal liability or expense,

         (b) the Trustee shall not determine that the action so directed would
     be unjustly prejudicial to the Certificateholders of such series not taking
     part in such Direction, and

         (c) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such Direction.



<PAGE>   41
                                      -35-

         Section 6.05. Waiver of Past Defaults. Subject to any related
Intercreditor Agreement, the Certificateholders holding Certificates of a series
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust (i) may on behalf of all of the Certificateholders
waive any past Event of Default hereunder and its consequences or (ii) if the
Trustee is the Controlling Party, may direct the Trustee to instruct the
applicable Loan Trustee to waive any past Indenture Event of Default under any
related Indenture and its consequences except a default:

         (a) in the deposit of any Scheduled Payment or Special Payment under
     Section 4.01 or in the distribution of any payment under Section 4.02 on
     the Certificates of a series, or

         (b) in the payment of the principal of (premium, if any) or interest on
     the Equipment Notes held in the related Trust, or

         (c) in respect of a covenant or provision hereof which under Article IX
     hereof cannot be modified or amended without the consent of each
     Certificateholder holding an Outstanding Certificate of a series affected
     thereby.

Upon any such waiver, such default shall cease to exist with respect to the
Certificates of such series and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose and any direction given by the
Trustee on behalf of the Certificateholders of such series to the relevant Loan
Trustee shall be annulled with respect thereto; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment
Notes issued under the relevant Indenture to waive the corresponding Indenture
Event of Default.

         Section 6.06. Right of Certificateholders to Receive Payments Not To Be
Impaired. Anything in this Agreement to the contrary notwithstanding, including,
without limitation, Section 6.07 hereof, but subject to any related
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
applicable Certificates when due, or to institute suit for the enforcement of
any such payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.



<PAGE>   42
                                      -36-

         Section 6.07. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Agreement, for the appointment of a receiver or for the enforcement of any
other remedy under this Agreement, unless:

         (a) such Certificateholder previously shall have given written notice
     to the Trustee of a continuing Event of Default;

         (b) Certificateholders holding Certificates of such series evidencing
     Fractional Undivided Interests aggregating not less than 25% of the related
     Trust shall have requested the Trustee in writing to institute such action,
     suit or proceeding and shall have offered to the Trustee indemnity as
     provided in Section 7.03(e);

         (c) the Trustee shall have refused or neglected to institute any such
     action, suit or proceeding for 60 days after receipt of such notice,
     request and offer of indemnity; and

         (d) no direction inconsistent with such written request shall have been
     given to the Trustee during such 60-day period by Certificateholders
     holding Certificates of such series evidencing Fractional Undivided
     Interests aggregating not less than a majority in interest in the Trust.

         It is understood and intended that no one or more of the
Certificateholders of any series shall have any right in any manner whatsoever
hereunder or under the related Trust Supplement or under the Certificates of
such series to (i) surrender, impair, waive, affect, disturb or prejudice any
property in the Trust Property of the Trust, or the lien of any related
Indenture on any property subject thereto, or the rights of the
Certificateholders of such series or the holders of the Equipment Notes, (ii)
obtain or seek to obtain priority over or preference with respect to any other
such Certificateholder of such series or (iii) enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and
common benefit of all the Certificateholders of such series subject to the
provisions of this Agreement.

         Section 6.08. Remedies Cumulative. Every remedy given hereunder to the
Trustee or to any of the Certificateholders of any series shall not be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

         Section 6.09. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Agreement, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant,




<PAGE>   43
                                      -37-

in the manner and to the extent provided in the Trust Indenture Act; provided,
however, that neither this Section 6.09 nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.


                                   ARTICLE VII

                                   THE TRUSTEE


         Section 7.01. Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default in respect of a Trust, the Trustee
undertakes to perform such duties in respect of the Trust as are specifically
set forth in this Agreement, and no implied covenants or obligations shall be
read into this Agreement against the Trustee.

         (b) In case an Event of Default in respect of a Trust has occurred and
is continuing, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement in respect of the Trust, and use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

         (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

         (i) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section 7.01; and

         (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer of the Trustee, unless it shall be
     proved that the Trustee was negligent in ascertaining the pertinent facts.

         (d) Whether or not herein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

         Section 7.02. Notice of Defaults. As promptly as practicable after, and
in any event within 90 days after, the occurrence of any default (as such term
is defined below) hereunder known to the Trustee, the Trustee shall transmit by
mail to the Company, any related Owner Trustees, any related Owner Participants,
the related Loan Trustees and the Certificateholders holding Certificates of the
related series in accordance with Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such



<PAGE>   44
                                      -38-

default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal, premium, if any, or interest
on any Equipment Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
shall determine that the withholding of such notice is in the interests of the
Certificateholders. For the purpose of this Section 7.02 in respect of any
Trust, the term "default" means any event that is, or after notice or lapse of
time or both would become, an Event of Default in respect of that Trust.

         Section 7.03. Certain Rights of Trustee. Subject to the provisions of
Section 315 of the Trust Indenture Act:

         (a) the Trustee may rely and shall be protected in acting or refraining
     from acting in reliance upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture or other paper or document believed by it to be genuine and
     to have been signed or presented by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Request;

         (c) whenever in the administration of this Agreement or the
     Intercreditor Agreement, the Trustee shall deem it desirable that a matter
     be proved or established prior to taking, suffering or omitting any action
     hereunder, the Trustee (unless other evidence be herein specifically
     prescribed) may, in the absence of bad faith on its part, rely upon an
     Officer's Certificate of the Company, any related Owner Trustee or any
     related Loan Trustee;

         (d) the Trustee may consult with counsel and the advice of such counsel
     or any Opinion of Counsel shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Agreement or any Intercreditor
     Agreement at the Direction of any of the Certificateholders pursuant to
     this Agreement or the Intercreditor Agreement, unless the
     Certificateholders shall have offered to the Trustee reasonable security or
     indemnity against the cost, expenses and liabilities which might be
     incurred by it in compliance with such Direction;




<PAGE>   45
                                      -39-

         (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture or other paper or document;

         (g) the Trustee may execute any of the trusts or powers under this
     Agreement or any Intercreditor Agreement or perform any duties under this
     Agreement or any Intercreditor Agreement either directly or by or through
     agents or attorneys, and the Trustee shall not be responsible for any
     misconduct or negligence on the part of any agent or attorney appointed
     with due care by it under this Agreement or any Intercreditor Agreement;

         (h) the Trustee shall not be liable with respect to any action taken or
     omitted to be taken by it in good faith in accordance with the Direction of
     the Certificateholders holding Certificates of any series evidencing
     Fractional Undivided Interests aggregating not less than a majority in
     interest in the related Trust relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Agreement or any Intercreditor Agreement; and

         (i) the Trustee shall not be required to expend or risk its own funds
     in the performance of any of its duties under this Agreement, or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that repayment of such funds or adequate indemnity
     against such risk is not reasonably assured to it.

         Section 7.04. Not Responsible for Recitals or Issuance of Certificates.
The recitals contained herein and in the Certificates of each series, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Basic Agreement, any Equipment Notes, any Intercreditor
Agreement, the Certificates of any series, and Trust Supplement or any Note
Documents, except that the Trustee hereby represents and warrants that this
Basic Agreement has been, and each Trust Supplement, each Certificate, the Note
Purchase Agreement, and each Intercreditor Agreement of, or relating to, each
series will be executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

         Section 7.05. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent, in their respective
individual or any other capacity, may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, any Owner Trustees or the
Loan Trustees with the same rights it would have if it were not Trustee, Paying
Agent, Registrar or such other agent.



<PAGE>   46
                                      -40-

         Section 7.06. Money Held in Trust. Money held by the Trustee or the
Paying Agent in trust under this Agreement need not be segregated from other
funds except to the extent required herein or by law and neither the Trustee nor
the Paying Agent shall have any liability for interest upon any such moneys
except as provided for herein.

         Section 7.07. Compensation and Reimbursement. The Company agrees:

         (a) to pay, or cause to be paid, to the Trustee from time to time
     reasonable compensation for all services rendered by it hereunder (which
     compensation shall not be limited by any provision of law in regard to the
     compensation of a trustee of an express trust); and

         (b) except as expressly provided herein or in any Trust Supplement, to
     reimburse, or cause to be reimbursed, the Trustee upon its request for all
     reasonable out-of-pocket expenses, disbursements and advances incurred or
     made by the Trustee in accordance with any provision of this Basic
     Agreement, any Trust Supplement or any Intercreditor Agreement (including
     the reasonable compensation and the expenses and disbursements of its
     agents and counsel), except any such expense, disbursement or advance as
     may be attributable to its negligence, willful misconduct or bad faith or
     as may be incurred due to the Trustee's breach of its representations and
     warranties set forth in Section 7.15.

         The Trustee shall be entitled to reimbursement from, and shall have a
lien prior to the Certificates of each series upon, all property and funds held
or collected by the Trustee in its capacity as Trustee with respect to any
series or the related Trust for any tax incurred without negligence, bad faith
or willful misconduct, on its part, arising out of or in connection with the
acceptance or administration of the Trust (other than any tax attributable to
the Trustee's compensation for serving as such), including any costs and
expenses incurred in contesting the imposition of any such tax. The Trustee
shall notify the Company of any claim for any tax for which it may seek
reimbursement. If the Trustee reimburses itself from the Trust Property of such
Trust for any such tax, it will mail a brief report within 30 days setting forth
the amount of such tax and the circumstances thereof to all Certificateholders
of such series as their names and addresses appear in the Register.

         Section 7.08. Corporate Trustee Required; Eligibility. Each Trust shall
at all times have a Trustee which shall be eligible to act as a trustee under
Section 310(a) of the Trust Indenture Act and shall have a combined capital and
surplus of at least $75,000,000 (or a combined capital and surplus in excess of
$5,000,000 and the obligations of which, whether now in existence or hereafter
incurred, are fully and unconditionally guaranteed by a corporation organized
and doing business under the laws of the United States, any state or territory
thereof or of the District of Columbia and having a combined capital and surplus
of at least




<PAGE>   47
                                      -41-

$75,000,000). If such corporation publishes reports of conditions at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section 7.08 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee of any
Trust, the Trustee shall resign immediately as Trustee of such Trust in the
manner and with the effect specified in Section 7.09.

         Section 7.09. Resignation and Removal, Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
of any Trust pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.10.

         (b) The Trustee may resign at any time as Trustee of any or all Trusts
by giving prior written notice thereof to the Company, the Authorized Agents,
the related Owner Trustees and the related Loan Trustees. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Company,
the related Owner Trustees and the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time by Direction of the
Certificateholders of the related series holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in such Trust delivered to the Trustee and to the Company, the related Owner
Trustees and the related Loan Trustees.

         (d) If at any time in respect of the Trust:

         (i) the Trustee shall fail to comply with Section 310 of the Trust
     Indenture Act, if applicable, after written request therefor by the Company
     or by any Certificateholder who has been a bona fide Certificateholder for
     at least six months; or

         (ii) the Trustee shall cease to be eligible under Section 7.08 and
     shall fail to resign after written request therefor by the Company or by
     any such Certificateholder; or

         (iii) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent, or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation;




<PAGE>   48
                                      -42-

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder of the related series who has been a bona fide
Certificateholder for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee of the Trust.

         (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax (as defined below) in respect of any Trust which
has been or is likely to be asserted, the Trustee shall promptly notify the
Company and shall, within 30 days of such notification, resign as Trustee of
such Trust hereunder unless within such 30-day period the Trustee shall have
received notice that the Company has agreed to pay such tax. The Company shall
promptly appoint a successor Trustee of such Trust in a jurisdiction where there
are no Avoidable Taxes. As used herein, an "Avoidable Tax" in respect of such
Trust means a state or local tax: (i) upon (w) such Trust, (x) such Trust
Property, (y) Certificateholders of such Trust or (z) the Trustee for which the
Trustee is entitled to seek reimbursement from the Trust Property of such Trust,
and (ii) which would be avoided if the Trustee were located in another state, or
jurisdiction within a state, within the United States of America. A tax shall
not be an Avoidable Tax in respect of any Trust if the Company or any Owner
Trustee shall agree to pay, and shall pay, such tax.

         (f) If the Trustee shall resign, be removed or become incapable of
acting as Trustee of any Trust or if a vacancy shall occur in the office of the
Trustee of any Trust for any cause, the Company shall promptly appoint a
successor Trustee of such Trust. If, within one year after such resignation,
removal or incapability, or other occurrence of such vacancy, a successor
Trustee of such Trust shall be appointed by Direction of the Certificateholders
of the related series holding Certificates of such series evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in such
Trust delivered to the Company, the related Owner Trustees, the related Loan
Trustee and the retiring Trustee, then the successor Trustee so appointed shall,
with the approval of the Company of such appointment, which approval shall not
be unreasonably withheld, forthwith upon its acceptance of such appointment,
become the successor Trustee and supersede the successor Trustee appointed as
provided above. If no successor Trustee shall have been so appointed as provided
above and accepted appointment in the manner hereinafter provided, the resigning
Trustee or any Certificateholder who has been a bona fide Certificateholder of
the related series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (g) The successor Trustee shall give notice of the resignation and
removal of the Trustee and appointment of the successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Certificateholders of the related series as their names and addresses appear in
the Register. Each notice shall include the name of such successor Trustee and
the address of its Corporate Trust Office.




<PAGE>   49
                                      -43-

         Section 7.10. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall execute and deliver an instrument transferring to such successor Trustee
all such rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all Trust Property held
by such retiring Trustee in respect of such Trusts hereunder, subject
nevertheless to its lien, if any, provided for in Section 7.07. Upon request of
any such successor Trustee, the Company, the retiring Trustee and such successor
Trustee shall execute and deliver any and all instruments containing such
provisions as shall be necessary or desirable to transfer and confirm to, and
for more fully and certainly vesting in, such successor Trustee all such rights,
powers and trusts.

         If a successor Trustee is appointed with respect to one or more (but
not all) Trusts, the Company, the predecessor Trustee and each successor Trustee
with respect to any Trust shall execute and deliver a supplemental agreement
hereto which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
predecessor Trustee with respect to the Trusts as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Basic Agreement and the
applicable Trust Supplements as shall be necessary to provide for or facilitate
the administration of the Trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental agreement shall
constitute such Trustees as co-Trustees of the same Trust and that each such
Trustee shall be Trustee of separate Trusts.

         No institution shall accept its appointment as a Trustee hereunder
unless at the time of such acceptance such institution shall be qualified and
eligible under this Article VII.



<PAGE>   50
                                      -44-

         Section 7.11. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided, however, that such corporation shall be otherwise qualified and
eligible under this Article VII, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Certificates shall have been executed or authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such execution or authentication and
deliver the Certificates so executed or authenticated with the same effect as if
such successor Trustee had itself executed or authenticated such Certificates.

         Section 7.12. Maintenance of Agencies. (a) With respect to each series
of Certificates, there shall at all times be maintained an office or agency in
the location set forth in Section 12.04 where Certificates of such series may be
presented or surrendered for registration of transfer or for exchange, and for
payment thereof, and where notices and demands, to or upon the Trustee in
respect of such Certificates or this Agreement may be served; provided, however,
that, if it shall be necessary that the Trustee maintain an office or agency in
another location with respect to the Certificates (e.g., the Certificates of
such series shall be represented by Definitive Certificates and shall be listed
on a national securities exchange), the Trustee will make all reasonable efforts
to establish such an office or agency. Written notice of the location of each
such other office or agency and of any change of location thereof shall be given
by the Trustee to the Company, any Owner Trustees, the Loan Trustees (in the
case of any Owner Trustee or Loan Trustee, at its address specified in the Note
Documents or such other address as may be notified to the Trustee) and the
Certificateholders of such series. In the event that no such office or agency
shall be maintained or no such notice of location or of change of location shall
be given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

         (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates of each series. Each such Authorized
Agent shall be a bank or trust company, shall be a corporation organized and
doing business under the laws of the United States or any state, with a combined
capital and surplus of at least $75,000,000, or a corporation having a combined
capital and surplus in excess of $5,000,000, the obligations of which are
guaranteed by a corporation organized and doing business under the laws of the
United States or any state, with a combined capital and surplus of at least
$75,000,000, and shall be authorized under such laws to exercise corporate trust
powers, subject to supervision by federal or state authorities. The Trustee
shall initially be the Paying Agent and, as provided in Section 3.04, Registrar
hereunder with respect to the Certificates of each series. Each Registrar



<PAGE>   51
                                      -45-

shall furnish to the Trustee, at stated intervals of not more than six months,
and at such other times as the Trustee may request in writing, a copy of the
Register maintained by such Registrar.

         (c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of such Authorized Agent, if such
successor corporation is otherwise eligible under this Section 7.12, without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authorized Agent or such successor corporation.

         (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, any related Owner Trustees
and the related Loan Trustees. The Company may, and at the request of the
Trustee shall, at any time terminate the agency of any Authorized Agent by
giving written notice of termination to such Authorized Agent and to the
Trustee. Upon the resignation or termination of an Authorized Agent or in case
at any time any such Authorized Agent shall cease to be eligible under this
Section 7.12 (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed), the Company shall
promptly appoint one or more qualified successor Authorized Agents, reasonably
satisfactory to the Trustee, to perform the functions of the Authorized Agent
which has resigned or whose agency has been terminated or who shall have ceased
to be eligible under this Section 7.12. The Company shall give written notice of
any such appointment made by it to the Trustee, any related Owner Trustees and
the related Loan Trustees; and in each case the Trustee shall mail notice of
such appointment to all Certificateholders of the related series as their names
and addresses appear on the Register for such series.

         (e) The Company agrees to pay, or cause to be paid, from time to time
to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses.

         Section 7.13. Money for Certificate Payments to Be Held in Trust. All
moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section 7.13. Moneys so deposited and held in trust shall constitute a separate
trust fund for the benefit of the Certificateholders with respect to which such
money was deposited.

         The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the




<PAGE>   52
                                      -46-

Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

         Section 7.14. Registration of Equipment Notes in Trustee's Name.
Subject to the provisions of any Intercreditor Agreement, the Trustee agrees
that all Equipment Notes to be purchased by any Trust and Permitted Investments,
if any, shall be issued in the name of the Trustee as Trustee for the applicable
Trust or its nominee and held by the Trustee in trust for the benefit of the
Certificateholders of such series, or, if not so held, the Trustee or its
nominee shall be reflected as the owner of such Equipment Notes or Permitted
Investments, as the case may be, in the register of the issuer of such Equipment
Notes or Permitted Investments, as the case may be.

         Section 7.15. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants that:

         (a) the Trustee is a Delaware banking corporation organized and validly
     existing in good standing under the laws of the State of Delaware;

         (b) the Trustee has full power, authority and legal right to execute,
     deliver and perform this Agreement, any Intercreditor Agreement and the
     Note Purchase Agreements and has taken all necessary action to authorize
     execution, delivery and performance by it of this Agreement, any
     Intercreditor Agreement and the Note Purchase Agreements.

         (c) the execution, delivery and performance by the Trustee of this
     Agreement, any Intercreditor Agreement and the Note Purchase Agreements (i)
     will not violate any provision of any United States federal law or the law
     of the state of the United States where it is located governing the banking
     and trust powers of the Trustee or any order, writ, judgment, or decree of
     any court, arbitrator or governmental authority applicable to the Trustee
     or any of its assets, (ii) will not violate any provision of the articles
     of association or by-laws of the Trustee, and (iii) will not violate any
     provision of, or constitute, with or without notice or lapse of time, a
     default under, or result in the creation or imposition of any lien on any
     properties included in the Trust Property pursuant to the provisions of any
     mortgage, indenture, contract, agreement or other undertaking to which it
     is a party, which violation, default or lien could reasonably be expected
     to have an adverse effect on the Trustee's performance or ability to
     perform its duties hereunder or thereunder or on the transactions
     contemplated herein or therein;



<PAGE>   53
                                      -47-

         (d) the execution, delivery and performance by the Trustee of this
     Agreement, any Intercreditor Agreement and the Note Purchase Agreements
     will not require the authorization, consent, or approval of, the giving of
     notice to, the filing or registration with, or the taking of any other
     action in respect of, any governmental authority or agency of the United
     States or the state of the United States where it is located regulating the
     banking and corporate trust activities of the Trustee; and

         (e) this Agreement, any Intercreditor Agreement and the Note Purchase
     Agreements have been duly executed and delivered by the Trustee and
     constitute the legal, valid and binding agreements of the Trustee,
     enforceable against it in accordance with their respective terms; provided,
     however, that enforceability may be limited by (i) applicable bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting the rights
     of creditors generally and (ii) general principles of equity.

         Section 7.16. Withholding Taxes: Information Reporting. As to the
Certificates of any series, the Trustee, as trustee of the related grantor trust
created by this Agreement, shall exclude and withhold from each distribution of
principal, premium, if any, and interest and other amounts due under this
Agreement or under the Certificates of such series any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Certificates, to withhold such amounts and timely pay
the same to the appropriate authority in the name of and on behalf of the
Certificateholders of such series, that it will file any necessary withholding
tax returns or statements when due, and that, as promptly as possible after the
payment thereof, it will deliver to each such Certificateholder of such series,
appropriate documentation showing the payment thereof, together with such
additional documentary evidence as such Certificateholders may reasonably
request from time to time. The Trustee agrees to file any other information
reports as it may be required to file under United States law.

         Section 7.17. Trustee's Liens. The Trustee in its individual capacity
agrees that it will, in respect of each Trust created by this Agreement, at its
own cost and expense promptly take any action as may be necessary to duly
discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance,
security interest or claim ("Trustee's Liens") on or with respect to the Trust
Property of such Trust which is attributable to the Trustee either (i) in its
individual capacity and which is unrelated to the transactions contemplated by
this Agreement or the related Note Documents or (ii) as Trustee hereunder or in
its individual capacity and which arises out of acts or omissions which are not
contemplated by this Agreement.



<PAGE>   54
                                      -48-

         Section 7.18. Preferential Collection of Claims. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE


         Section 8.01. The Company to Furnish Trustee with Names and Addresses
of Certificateholders. The Company will furnish to the Trustee within 15 days
after each Record Date with respect to a Scheduled Payment, and at such other
times as the Trustee may request in writing within 30 days after receipt by the
Company of any such request, a list, in such form as the Trustee may reasonably
require, of all information in the possession or control of the Company as to
the names and addresses of the Certificateholders of each series, in each case
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the sole Registrar for such
series, no such list need be furnished; and provided further, however, that no
such list need be furnished for so long as a copy of the Register is being
furnished to the Trustee pursuant to Section 7.12.

         Section 8.02. Preservation of Information, Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders of each
series contained in the most recent list furnished to the Trustee as provided in
Section 7.12 or Section 8.01, as the case may be, and the names and addresses of
Certificateholders of each series received by the Trustee in its capacity as
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a
new list so furnished.

         Section 8.03. Reports by Trustee. Within 60 days after May 15 of each
year commencing with the first full year following the issuance of any series of
Certificates, the Trustee shall transmit to the Certificateholders of such
series, as provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15, if required by Section 313(a) of the Trust Indenture
Act.



<PAGE>   55
                                      -49-

         Section 8.04. Reports by the Company. The Company shall:

         (a) file with the Trustee, within 30 days after the Company is required
     to file the same with the SEC, copies of the annual reports and of the
     information, documents and other reports (or copies of such portions of any
     of the foregoing as the SEC may from time to time by rules and regulations
     prescribe) which the Company is required to file with the SEC pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of 1934, as
     amended; or, if the Company is not required to file information, documents
     or reports pursuant to either of such sections, then to file with the
     Trustee and the SEC, in accordance with rules and regulations prescribed by
     the SEC, such of the supplementary and periodic information, documents and
     reports which may be required pursuant to section 13 of the Securities
     Exchange Act of 1934, as amended, in respect of a security listed and
     registered on a national securities exchange as may be prescribed in such
     rules and regulations;

         (b) file with the Trustee and the SEC, in accordance with the rules and
     regulations prescribed by the SEC, such additional information, documents
     and reports with respect to compliance by the Company with the conditions
     and covenants of the Company provided for in this Agreement, as may be
     required by such rules and regulations, including, in the case of annual
     reports, if required by such rules and regulations, certificates or
     opinions of independent public accountants, conforming to the requirements
     of Section 1.02;

         (c) transmit to all Certificateholders, in the manner and to the extent
     provided in Section 313(c) of the Trust Indenture Act such summaries of any
     information, documents and reports required to be filed by the Company
     pursuant to subsections (a) and (b) of this Section 8.04 as may be required
     by rules and regulations prescribed by the SEC; and

         (d) furnish to the Trustee, not less often than annually, a brief
     certificate from the principal executive officer, principal financial
     officer or principal accounting officer as to his knowledge of the
     Company's compliance with all conditions and covenants under this Agreement
     (it being understood that for purposes of this paragraph (d), such
     compliance shall be determined without regard to any period of grace or
     requirement of notice provided under this Agreement).



<PAGE>   56
                                      -50-

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS


         Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to an
Intercreditor Agreement or a Liquidity Facility, in form satisfactory to the
Trustee, for any of the following purposes:

         (a) to provide for the formation of a Trust, the issuance of a series
     of Certificates and other matters contemplated by Section 2.01; or

         (b) to evidence the succession of another corporation to the Company
     and the assumption by any such successor of the covenants of the Company
     herein contained or of the Company's obligations under any Intercreditor
     Agreement or any Liquidity Facility; or

         (c) to add to the covenants of the Company for the benefit of the
     Certificateholders of any series, or to surrender any right or power
     conferred upon the Company in this Agreement, any Intercreditor Agreement
     or any Liquidity Facility; or

         (d) to correct or supplement any provision in this Agreement, any
     Intercreditor Agreement or any Liquidity Facility which may be defective or
     inconsistent with any other provision herein or therein or to cure any
     ambiguity or to modify any other provision with respect to matters or
     questions arising under this Agreement, any Intercreditor Agreement or any
     Liquidity Facility, provided, however, that any such action shall not
     materially adversely affect the interests of the Certificateholders of any
     series; to correct any mistake in this Agreement, any Intercreditor
     Agreement or any Liquidity Facility; or, as provided in any Intercreditor
     Agreement, to give effect to or provide for a Replacement Liquidity
     Facility (as defined in the Intercreditor Agreement); or

         (e) to comply with any requirement of the SEC, any applicable law,
     rules or regulations of any exchange or quotation system on which the
     Certificates of any series are listed or of any regulatory body; or

         (f) to modify, eliminate or add to the provisions of this Agreement,
     any Intercreditor Agreement or any Liquidity Facility to such extent as
     shall be necessary to




<PAGE>   57
                                      -51-

     continue the qualification of this Agreement, any Intercreditor Agreement
     or any Liquidity Facility (including any supplemental agreement) under the
     Trust Indenture Act or under any similar Federal statute hereafter enacted,
     and to add to this Agreement, any Intercreditor Agreement or any Liquidity
     Facility such other provisions as may be expressly permitted by the Trust
     Indenture Act, excluding, however, the provisions referred to in Section
     316(a)(2) of the Trust Indenture Act as in effect at the date as of which
     this Basic Agreement was executed or any corresponding provision in any
     similar Federal statute hereafter enacted; or

         (g) to evidence and provide for the acceptance of appointment under
     this Agreement, any Intercreditor Agreement or any Liquidity Facility by a
     successor Trustee with respect to one or more Trusts and to add to or
     change any of the provisions of this Agreement, any Intercreditor Agreement
     or any Liquidity Facility as shall be necessary to provide for or
     facilitate the administration of the Trust, pursuant to the requirements of
     Section 7.10; or

         (h) to provide the information required under Section 7.12 and Section
     12.04 as to the Trustee; or

         (i) to comply with any requirement of the SEC in connection with the
     qualification of this Agreement under the Trust Indenture Act; or

         (j) to make any other amendments or modifications hereto, provided,
     however, that such amendments or modifications shall apply to Certificates
     of any series to be thereafter issued;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

         Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With respect to each separate Trust and the series of
Certificates relating thereto, with the consent of the Certificateholders
holding Certificates of such series (including consents obtained in connection
with a tender offer or exchange offer for the Certificates) evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in such Trust, by Direction of said Certificateholders delivered to the Company
and the Trustee, the Company may (with the consent of the Owner Trustees, if
any, relating to the Certificates, which consent shall not be unreasonably
withheld), but shall not be obligated to, and the Trustee (subject to Section
9.03) shall, enter into an agreement or agreements supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement, any Intercreditor Agreement or any
Liquidity Facility to the extent applicable




<PAGE>   58
                                      -52-

to such Certificateholders or of modifying in any manner the rights and
obligations of such Certificateholders under this Agreement any Intercreditor
Agreement or any Liquidity Facility; provided, however, that no such agreement
shall, without the consent of the Certificateholder of each Outstanding
Certificate adversely affected thereby:

         (a) reduce in any manner the amount of, or delay the timing of, any
     receipt by the Trustee of payments on the Equipment Notes held in such
     Trust or distributions that are required to be made herein on any
     Certificate of such series, or change any date of payment on any
     Certificate of such series, or change the place of payment where, or the
     coin or currency in which, any Certificate of such series is payable, or
     impair the right to institute suit for the enforcement of any such payment
     or distribution on or after the Regular Distribution Date or Special
     Distribution Date applicable thereto; or

         (b) permit the disposition of any Equipment Note included in the Trust
     Property of such Trust except as permitted by this Agreement, or otherwise
     deprive such Certificateholder of the benefit of the ownership of the
     Equipment Notes in such Trust; or

         (c) alter the priority of distributions specified in the Intercreditor
     Agreement in a manner materially adverse to the interests of the
     Certificateholders of any series; or

         (d) reduce the specified percentage of the aggregate Fractional
     Undivided Interests of such Trust that is required for any such
     supplemental agreement, or reduce such specified percentage required for
     any waiver (of compliance with certain provisions of this Agreement or
     certain defaults hereunder and their consequences) provided for in this
     Agreement; or

         (e) modify any of the provisions of this Section 9.02 or Section 6.05,
     except to increase any such percentage or to provide that certain other
     provisions of this Agreement cannot be modified or waived without the
     consent of the Certificateholder of each Certificate of such series
     affected thereby.

         It shall not be necessary for any Direction of such Certificateholders
under this Section 9.02 to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Direction shall
approve the substance thereof.

         Section 9.03. Documents Affecting Immunity or Indemnity. If in the
opinion of the Trustee any document required to be executed by it pursuant to
the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity or
indemnity in favor of the Trustee




<PAGE>   59
                                      -53-

under this Basic Agreement or any Trust Supplement, the Trustee may in its
discretion decline to execute such document.

         Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any supplemental agreement permitted
by this Article or the modifications thereby of the trusts created by this
Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.

         Section 9.05. Effect of Supplemental Agreements. Upon the execution of
any agreement supplemental to this Agreement under this Article, this Basic
Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Basic Agreement for all purposes; and every
Certificateholder of each series theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby to the extent applicable to such
series.

         Section 9.06. Conformity with Trust Indenture Act. Every supplemental
agreement executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

         Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates of each series authenticated and delivered after the execution of
any supplemental agreement applicable to such series pursuant to this Article
may bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental agreement; and, in such case, suitable notation may be
made upon Outstanding Certificates of such series after proper presentation and
demand.


                                    ARTICLE X

                   AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS


         Section 10.01. Amendments and Supplements to Indenture and Other Note
Documents. In the event that the Trustee, as holder (or beneficial owner through
the Subordination Agent) of any Equipment Notes (or as a prospective purchaser
of any Postponed Notes) in trust for the benefit of the Certificateholders of
any series or as Controlling Party under an Intercreditor Agreement, receives
(directly or indirectly through the Subordination Agent) a request for a consent
to any amendment, modification, waiver or supplement under any Indenture, other
Note Document or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each




<PAGE>   60
                                      -54-

Certificateholder of such series registered on the Register as of the date of
such notice. The Trustee shall request from the Certificateholders of such
series a Direction as to (a) whether or not to take or refrain from taking (or
direct the Subordination Agent to take or refrain from taking) any action which
a holder of (or, with respect to Postponed Notes, a prospective purchaser of)
such Equipment Note has the option to direct, (b) whether or not to give or
execute (or direct the Subordination Agent to give or execute) any waivers,
consents, amendments, modifications or supplements as a holder of (or, with
respect to Postponed Notes, a prospective purchaser of) such Equipment Note or
as Controlling Party and (c) how to vote (or direct the Subordination Agent to
vote) any Equipment Note (or, with respect to a Postponed Note, its commitment
to acquire such Postponed Note) if a vote has been called for with respect
thereto. Provided such a request for Certificateholder Direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note (or in directing the Subordination Agent in any of
the foregoing), (i) other than as Controlling Party, the Trustee shall vote for
or give consent to any such action with respect to such Equipment Note (or
Postponed Note) in the same proportion as that of (A) the aggregate face amounts
of all Certificates actually voted in favor of or for giving consent to such
action by such Direction of Certificateholders to (B) the aggregate face amount
of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall
vote as directed in such Certificateholder Direction by the Certificateholders
of such series evidencing a Fractional Undivided Interest aggregating not less
than a majority in interest in the Trust. For purposes of the immediately
preceding sentence, a Certificate shall have been "actually voted" if the Holder
of such Certificate has delivered to the Trustee an instrument evidencing such
Holder's consent to such Direction prior to one Business Day before the Trustee
directs such action or casts such vote or gives such consent. Notwithstanding
the foregoing, but subject to Section 6.04 and any Intercreditor Agreement, the
Trustee may, with respect to the Certificates of any series, in its own
discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under any related Indenture or any other related Note Document if an
Event of Default hereunder shall have occurred and be continuing or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders of such series.


                                   ARTICLE XI

                              TERMINATION OF TRUSTS


         Section 11.01. Termination of the Trusts. In respect of each Trust
created by the Basic Agreement as supplemented by a related Trust Supplement,
the respective obligations and responsibilities of the Company and the Trustee
with respect to such Trust shall




<PAGE>   61
                                      -55-

terminate upon the distribution to all Holders of Certificates of the series of
such Trust and the Trustee of all amounts required to be distributed to them
pursuant to this Agreement and the disposition of all property held as part of
the Trust Property of such Trust; provided, however, that in no event shall the
Trust continue beyond one hundred ten (110) years following the date of the
execution of the Trust Supplement with respect to such Trust (or such other
final expiration date as may be specified in such Trust Supplement).

         Notice of any termination of a Trust, specifying the applicable Regular
Distribution Date (or the applicable Special Distribution Date, as the case may
be) upon which the Certificateholders of any series may surrender their
Certificates to the Trustee for payment of the final distribution and
cancellation, shall be mailed promptly by the Trustee to Certificateholders of
such series not earlier than 60 of days and not later than 15 days preceding
such final distribution specifying (A) the Regular Distribution Date (or Special
Distribution Date, as the case may be) upon which the proposed final payment of
the Certificates of such series will be made upon presentation and surrender of
Certificates of such series at the office or agency of the Trustee therein
specified, (B) the amount of any such proposed final payment, and (C) that the
Record Date otherwise applicable to such Regular Distribution Date (or Special
Distribution Date, as the case may be) is not applicable, payments being made
only upon presentation and surrender of the Certificates of such series at the
office or agency of the Trustee therein specified. In the event that a notice of
termination shall be given in connection with the termination of a Lease, the
Special Distribution Date may be postponed for up to 10 Business Days. The
Trustee shall give such notice to the Registrar at the time such notice is given
to Certificateholders of such series. Upon presentation and surrender of the
Certificates of such series in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders of such series amounts
distributable on such Regular Distribution Date (or Special Distribution Date,
as the case may be) pursuant to Section 4.02.

         In the event that all of the Certificateholders of such series shall
not surrender their Certificates for cancellation within six months after the
date specified in the above-mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders of such series to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. No additional interest shall accrue on the Certificates of
such series after any Regular Distribution Date (or Special Distribution Date,
as the case may be) of such series, as specified in the first written notice. In
the event that any money held by the Trustee for the payment of distributions on
the Certificates of such series shall remain unclaimed for two years (or such
lesser time as the Trustee shall be satisfied, after 60 days' notice from the
Company, is one month prior to the escheat period provided under applicable law)
after the final distribution date with respect thereto, the Trustee shall pay to
each Loan Trustee the appropriate amount of money relating to such Loan Trustee
and shall give




<PAGE>   62
                                      -56-

written notice thereof to the related Owner Trustees, the Owner Participants and
the Company.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS


         Section 12.01. Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder of any series shall not operate to terminate
this Agreement or the related Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations, and liabilities of the parties
hereto or any of them.

         Section 12.02. Registration of Equipment Notes in Name of Subordination
Agent. If the Trust is party to an Intercreditor Agreement, the Trustee agrees
that all Equipment Notes to be purchased by such Trust shall be issued in the
name of the Subordination Agent under such Intercreditor Agreement or its
nominee and held by such Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, such Subordination Agent or its nominee
shall be reflected as the owner of such Equipment Notes in the register of the
issuer of such Equipment Notes.

         Section 12.03. Notices. (a) Unless otherwise specifically provided
herein or in the applicable Trust Supplement, all notices required under the
terms and provisions of this Basic Agreement or such Trust Supplement shall be
in English and in writing, and any such notice may be given by United States
mail, courier service or telecopy, and any such notice shall be effective when
delivered or received or, if mailed, three days after deposit in the United
States mail with proper postage for ordinary mail prepaid,




<PAGE>   63
                                      -57-


         (i) if to the Company:

                    Atlas Air, Inc.
                    538 Commons Drive
                    Golden, CO 80401
                    Attention: Chief Financial Officer
                    Facsimile: (303) 526-5051

         (ii) if to the Trustee:

                    Wilmington Trust Company
                    One Rodney Square
                    1100 N. Market Street
                    Wilmington, DE 19890-0001
                    Attention: Corporate Trust Department
                    Facsimile: (302) 651-8882

         (b) The Company or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications.

         (c) Any notice or communication to Certificateholders of any series
shall be mailed by first-class mail to the addresses for Certificateholders of
such series shown on the Register kept by the Registrar and to addresses filed
with the Trustee for Certificate Owners of such series. Failure so to mail a
notice or communication or any defect in such notice or communication shall not
affect its sufficiency with respect to other Certificateholders or Certificate
Owners of such series.

         (d) If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed to have been duly given,
whether or not the addressee receives it.

         (e) If the Company mails a notice or communication to the
Certificateholders of such series, it shall mail a copy to the Trustee and to
each Paying Agent for such series at the same time.

         (f) Notwithstanding the foregoing, all communications or notices to the
Trustee shall be deemed to be given only when received by a Responsible Officer
of the Trustee.

         (g) The Trustee shall promptly furnish the Company with a copy of any
demand, notice or written communication received by the Trustee hereunder from
any Certificateholder, Owner Trustee or Loan Trustee.



<PAGE>   64
                                      -58-

         Section 12.04. Governing Law. THIS BASIC AGREEMENT HAS BEEN DELIVERED
IN THE STATE OF NEW YORK AND, TOGETHER WITH ALL TRUST SUPPLEMENTS AND
CERTIFICATES, SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 12.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the related Trust,
or of the Certificates of such series or the rights of the Certificateholders
thereof.

         Section 12.06. Trust Indenture Act Controls. Upon the occurrence of any
Registration Event, this Agreement shall become subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions. From and after the occurrence of any Registration Event, if any
provision of this Agreement limits, qualifies or conflicts with another
provision which is required to be included in this Agreement by the Trust
Indenture Act, the required provision shall control.

         Section 12.07. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 12.08. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not.

         Section 12.09. Benefits of Agreement. Nothing in this Agreement or in
the Certificates of any series, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders of such series, any benefit or any legal or equitable right,
remedy or claim under this Agreement.

         Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate of
any series shall not be a Business Day, then (notwithstanding any other
provision of this Agreement) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such Regular Distribution Date or Special Distribution Date, and no
interest shall accrue during the intervening period.



<PAGE>   65
                                      -59-

         Section 12.11. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

         Section 12.12. Communication by Certificateholders, with Other
Certificateholders. Certificateholders of any series may communicate with other
Certificateholders of any series with respect to their rights under this Basic
Agreement, the related Trust Supplement or the Certificates of such series
pursuant to Section 312(b) of the Trust Indenture Act. The Company, the Trustee
and any and all other persons benefited by this Agreement shall have the
protection afforded by Section 312(c) of the Trust Indenture Act.

         Section 12.13. Intention of Parties. The parties hereto intend that
each Trust be classified for U.S. federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as
amended, and not as a trust or association taxable as a corporation or as a
partnership. The Trustee agrees to hold all assets of each Trust for investment
purposes only. The powers granted and obligations undertaken pursuant to this
Agreement shall be so construed so as to further such intent.



<PAGE>   66
                                      -60-

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective representatives hereunto duly authorized as of the
day and year first written above.

                                 ATLAS AIR, INC.


                                 By:
                                    --------------------------------------------
                                    Name: Fred L. deLeeuw
                                    Title: Senior Director - Corporate Finance


                                 WILMINGTON TRUST COMPANY,
                                   as Trustee


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



<PAGE>   67

                                                                       EXHIBIT A


                               FORM OF CERTIFICATE


REGISTERED

No. ______________


[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE CERTIFICATES UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION) RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE EXCEPT (A) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (B) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING $100,000 OR MORE AGGREGATE PRINCIPAL
AMOUNT OF SUCH CERTIFICATE, THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE), (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (F) TO ATLAS OR ANY SUBSIDIARY
THEREOF; (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE
2(E) ABOVE), IT WILL FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS
OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS CERTIFICATE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE CERTIFICATES UNDER RULE 144(K) UNDER THE SECURITIES
ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE, SUCH CERTIFICATIONS, LEGAL
OPINIONS OR



                                       A-1
<PAGE>   68

OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THE CERTIFICATES PURSUANT TO CLAUSE 2(E)
ABOVE OR UPON ANY TRANSFER OF THE CERTIFICATES UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.]1

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 8.05
AND 8.06 OF THE TRUST SUPPLEMENT OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO
HEREIN.]

[BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
SECURITIES ACT OF 1974, AS AMENDED ("ERISA"), OR OF A PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") HAVE BEEN
USED TO PURCHASE THIS CERTIFICATE OR (B) THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND
THE CODE PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
ADMINISTRATIVE EXEMPTIONS.]



----------

(1)      Not to be included on the face of the Permanent Offshore Global
         Certificate.



                                      A-2
<PAGE>   69

                             [GLOBAL CERTIFICATE](2)


                      ATLAS AIR 2000-1__ PASS THROUGH TRUST


          ___% Atlas Air [Initial] [Exchange] Pass Through Certificate


                                 Series 2000-1__


                        Final Distribution Date: ________


evidencing a fractional undivided interest in a trust, the property of which
includes certain equipment notes each secured by an Aircraft leased to Atlas
Air, Inc.

             $__________ Fractional Undivided Interest
             representing _____% of the Trust per $1,000 face amount

         THIS CERTIFIES THAT ________________, for value received, is the
registered owner of a $____________ (_____________ dollars) Fractional Undivided
Interest in the Atlas Air 2000-1__ Pass Through Trust (the "Trust") created
pursuant to a Pass Through Trust Agreement, dated as of January 28, 2000 (the
"Basic Agreement"), between Wilmington Trust Company, not in its individual
capacity but solely as trustee (the "Trustee") and Atlas Air, Inc., a Delaware
corporation (the "Company"), as supplemented by Trust Supplement No. __ thereto,
dated as of January 28, 2000 (the "Trust Supplement" and, together with the
Basic Agreement, the "Agreement") a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement. This Certificate is one of the duly authorized Certificates
designated as "___% Atlas Air [Initial] [Exchange] Pass Through Certificates
Series 2000-1__" (herein called the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions, and conditions of the Agreement.
By virtue of its acceptance hereof the Certificateholder of this Certificate
assents to and agrees to be bound by the provisions of the Agreement and the
Intercreditor Agreement. The property of the Trust includes certain Equipment
Notes and all rights of the Trust to receive payments under the Intercreditor
Agreement and the Liquidity Facilities (the "Trust Property"). Each issue of the
Equipment Notes is secured by, among other things, a security interest in the
Aircraft leased to or owned by the Company.


----------

(2)      To be included on the face of each Global Certificate.




                                      A-3
<PAGE>   70

         The Certificates represent fractional undivided interests in the Trust
and the Trust Property, and have no rights, benefits or interest in respect of
any assets or property other than the Trust Property.

         Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from and to the extent of funds then available to the
Trustee, there will be distributed on each January 2 and July 2 (a "Regular
Distribution Date"), commencing on July 2, 2000, to the Person in whose name
this Certificate is registered at the close of business on the 15th day
preceding the Regular Distribution Date, an amount in respect of the Scheduled
Payments on the Equipment Notes due on such Regular Distribution Date, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance with
the terms of the Agreement and the Intercreditor Agreement, in the event that
Special Payments on the Equipment Notes are received by the Trustee, from funds
then available to the Trustee, there shall be distributed on the applicable
Special Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date and no interest shall accrue during the intervening
period. The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.

         [The Holder of this Certificate is entitled to the benefits of the
Registration Rights Agreement, dated as of January 28, 2000, among the Company,
the Trustee and the Placement Agents named therein (the "Registration Rights
Agreement"). In the event that neither the consummation of the Exchange Offer
nor the declaration by the Commission of a Shelf Registration to be effective (a
"Registration Event") occurs on or prior to the 210th day after the date of the
issuance of the Certificates, the interest rate per annum borne by the Equipment
Notes shall be increased by 0.50%, from and including January 28, 2000, to but
excluding the date on which a Registration Event occurs. In the event that the
Shelf Registration Statement ceases to be effective at any time during the
period specified by the Registration Rights Agreement for more than 60 days,
whether or not consecutive, during any 12-month period, the interest rate per
annum borne by the Equipment Notes shall be increased by 0.50% from the 61st day
of the applicable 12-month period such Shelf Registration Statement




                                      A-4
<PAGE>   71

ceases to be effective until such time as the Shelf Registration Statement again
becomes effective.](3)

         Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.

         THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.



----------

(3)      To be included only on each Initial Certificate.



                                      A-5
<PAGE>   72

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  [________ __], 2000          ATLAS AIR
                                           2000-1__ PASS THROUGH TRUST


                                       By: WILMINGTON TRUST COMPANY,
                                           not in its individual capacity but
                                           solely as Trustee


Attest:                                    By:
                                              ---------------------------------
                                              Name:
                                              Title:
--------------------
Authorized Signature




                                      A-6
<PAGE>   73


              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]


                    This is one of the Certificates referred
                      to in the within-mentioned Agreement.




                                          WILMINGTON TRUST COMPANY,
                                           not in its individual capacity but
                                           solely as Trustee


                                          By:
                                             -----------------------------------
                                                     Authorized Officer




                                      A-7
<PAGE>   74

                            [REVERSE OF CERTIFICATE]


         The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
of their affiliates. The Certificates are limited in right of payment, all as
more specifically set forth on the face hereof and in the Agreement. All
payments or distributions made to Certificateholders under the Agreement shall
be made only from the Trust Property and only to the extent that the Trustee
shall have sufficient income or proceeds from the Trust Property to make such
payments in accordance with the terms of the Agreement. Each Certificateholder
of this Certificate, by its acceptance hereof, agrees that it will look solely
to the income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar, in the Borough of Manhattan, the City of New York, duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Registrar duly executed by the Certificateholder hereof
or such Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust will be issued to the
designated transferee or transferees.




                                      A-8
<PAGE>   75

         The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of [$100,000](4) [$1,000](5) Fractional
Undivided Interest and integral multiples of $1,000 in excess thereof [except
that one Certificate may be in a denomination of less than $100,000](6). As
provided in the Agreement and subject to certain limitations therein set forth,
the Certificates are exchangeable for new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust, as requested by the Certificateholder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment by the Holder of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Trustee, the Registrar, nor
any such agent shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.



----------

(4)      To be included only on each Initial Certificate.

(5)      To be included only on each Exchange Certificate.

(6)      To be included only on each Initial Certificate.




                                      A-9