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                                                               EXECUTION VERSION

                          REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into January 28, 2000, among ATLAS AIR, INC., a Delaware corporation
(the "Company"), WILMINGTON TRUST COMPANY, as trustee under each of the Trusts
(as defined below) (the "Trustee") and MORGAN STANLEY & CO. INCORPORATED
("Morgan Stanley"), DEUTSCHE BANK SECURITIES INC. and SALOMON SMITH BARNEY INC.
(collectively with Morgan Stanley, the "Placement Agents").

                  This Agreement is made pursuant to the Placement Agreement
dated January [ ], 2000, among the Company and the Placement Agents (the
"Placement Agreement"), which provides for the sale by the Trustee (as defined
below) to the Placement Agents of (i) $124,639,000 aggregate principal amount of
8.707% 2000-1A Pass Through Certificates (the "Class A Certificates"), (ii)
$44,741,000 aggregate principal amount of 9.057% 2000-1B Pass Through
Certificates (the "Class B Certificates") and (iii) $47,937,000 aggregate
principal amount of 9.702% 2000-1C Pass Through Certificates (the "Class C
Certificates, and together with the Class A Certificates and the Class B
Certificates, the "Certificates"). In order to induce the Placement Agents to
enter into the Placement Agreement, the Company has agreed to provide to the
Placement Agents and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Placement Agreement.

                  The Certificates will be issued pursuant to the Pass Through
Trust Agreement, dated January 28, 2000, between the Company and the Trustee
(the "Basic Agreement"), as supplemented with respect to each series of
Certificates by a separate Pass Through Trust Supplement to be dated as of the
Closing Date (as defined in the Placement Agreement) (individually, a "Trust
Supplement") between the Company and the Trustee (the Basic Agreement, as
supplemented by each such Trust Supplement, being referred to herein as the
"Pass Through Trust Agreements" and collectively as the "Pass Through Trust
Agreements"). The Pass Through Trust Agreements are related to the creation and
administration of Atlas Air, Inc. Pass Through Trust Series 2000-1A (the "Class
A Trust"), Atlas Air, Inc. Pass Through Trust Series 2000-1B (the "Class B
Trust") and Atlas Air, Inc. Pass Through Trust Series 2000-1C (the "Class C
Trust"; and together with the Class A Trust and the Class B Trust and the Class
C Trust, the "Trusts").

                  The cash proceeds of the offering of Certificates by each
Trust will be paid to First Security Bank, National Association, as escrow agent
(the "Escrow Agent"), under an Escrow and Paying Agent Agreement among the
Escrow Agent, the Placement Agents, the Trustee of such Trust and Wilmington
Trust Company, as paying agent (the "Paying Agent"), for the benefit of the
holders of Offered Certificates issued by such Trust. The Escrow Agent will
deposit such cash proceeds (each, a "Deposit") with Westdeutsche Landesbank
Gironzentrale,

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acting through its New York branch, as depositary (the "Depositary"), in
accordance with a Deposit Agreement relating to such Trust (each, a "Deposit
Agreement"), and will withdraw Deposits upon request to allow the Trustee to
purchase Equipment Notes (as defined in the Note Purchase Agreement defined
below) from time to time pursuant to a Note Purchase Agreement (the "Note
Purchase Agreement") to be dated as of the Closing Date among the Company,
Wilmington Trust Company, as Trustee, as Subordination Agent and as Paying
Agent, and the Escrow Agent. Each Escrow Agent will issue receipts to be
attached to each related Certificate representing each holder's fractional
undivided interest in amounts deposited with such Escrow Agent and will pay to
such holders through the related Paying Agent interest accrued on the Deposits
and received by such Paying Agent pursuant to the related Deposit Agreement at a
rate per annum equal to the interest rate applicable to the corresponding
Certificates.



                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1. Definitions. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Agreement" shall have the meaning set forth in the preamble.

                  "Applicable Trust Agreement" shall mean, (i) with respect to
         the Class A Certificates, the Class A Holders or the Class A Trustee,
         the Class A Trust Agreement, (ii) with respect to the Class B
         Certificates, the Class B Holders or the Class B Trustee, the Class B
         Trust Agreement and (iii) with respect to the Class C Certificates, the
         Class C Holders or the Class C Trustee, the Class C Trust Agreement.

                  "Certificates" shall have the meaning set forth in the second
         paragraph of this Agreement.

                  "Class A Certificates" shall have the meaning set forth in the
         second paragraph of this Agreement.

                  "Class A Exchange Certificates" shall mean securities issued
         under the Class A Trust Agreement of equal outstanding principal amount
         as and containing terms identical to the Class A Certificates (except
         that (i) interest thereon shall accrue from the last date on which
         interest was paid on the Class A Certificates or, if no such interest
         has been paid, from the Closing Date, (ii) the transfer restrictions
         thereon shall be modified or eliminated, as appropriate and (iii)
         certain provisions relating to an increase in the stated rate of
         interest thereon shall be eliminated), to be offered to Holders of the
         Class A Certificates in exchange for such Class A Certificates pursuant
         to the Exchange Offer.

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                  "Class A Holder" shall mean each Placement Agent, for so long
         as it owns any Class A Registrable Certificates, and each of its
         successors, assigns and direct and indirect transferees who become
         registered owners of Class A Registrable Certificates under the Class A
         Trust Agreement; provided that for purposes of Sections 4 and 5 of this
         Agreement, the term "Class A Holder" shall include Participating
         Broker-Dealers (as defined in Section 4(a)).

                  "Class A Registrable Certificates" shall mean the Class A
         Certificates; provided, however, that the Class A Certificates shall
         cease to be Class A Registrable Certificates upon the earlier to occur
         of (i) the consummation of the Exchange Offer, (ii) a Registration
         Statement with respect to such Class A Certificates shall have been
         declared effective under the 1933 Act and such Class A Certificates
         shall have been disposed of pursuant to such Registration Statement,
         (iii) such Class A Certificates shall have been sold to the public
         pursuant to Rule 144(k) (or any similar provision then in force, but
         not Rule 144A) under the 1933 Act or (iv) such Class A Certificates
         shall have ceased to be outstanding.

                  "Class A Trust Agreement" shall mean the Pass Through Trust
         Agreement dated as of January 28, 2000, as supplemented by the Pass
         Through Trust Supplement relating to the Class A Certificates dated as
         of January 28, 2000 between the Company and the Class A Trustee, as may
         be amended from time to time in accordance with the terms thereof.

                  "Class A Trustee" shall mean Wilmington Trust Company, not in
         its individual capacity except as expressly set forth in the Class A
         Trust Agreement, but solely as Trustee under the Class A Trust
         Agreement, together with any successor Trustee under the terms of the
         Class A Trust Agreement.

                  "Class B Certificates" shall have the meaning set forth in the
         second paragraph of this Agreement.

                  "Class B Exchange Certificates" shall mean securities issued
         under the Class B Trust Agreement of equal outstanding principal amount
         as and containing terms identical to the Class B Certificates (except
         that (i) interest thereon shall accrue from the last date on which
         interest was paid on the Class B Certificates or, if no such interest
         has been paid, from the Closing Date, (ii) the transfer restrictions
         thereon shall be modified or eliminated, as appropriate and (iii)
         certain provisions relating to an increase in the stated rate of
         interest thereon shall be eliminated), to be offered to Holders of the
         Class B Certificates in exchange for such Class B Certificates pursuant
         to the Exchange Offer.

                  "Class B Holder" shall mean each Placement Agent, for so long
         as it owns any Class B Registrable Certificates, and each of its
         successors, assigns and direct and indirect transferees who become
         registered owners of Class B Registrable Certificates under the Class B
         Trust Agreement; provided that for purposes of Sections 4 and 5 of this
         Agreement, the term "Class B Holder" shall include Participating
         Broker-Dealers (as defined in Section 4(a)).

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                  "Class B Registrable Certificates" shall mean the Class B
         Certificates; provided, however, that the Class B Certificates shall
         cease to be Class B Registrable Certificates upon the earlier to occur
         of (i) the consummation of the Exchange Offer, (ii) a Registration
         Statement with respect to such Class B Certificates shall have been
         declared effective under the 1933 Act and such Class B Certificates
         shall have been disposed of pursuant to such Registration Statement,
         (iii) such Class B Certificates shall have been sold to the public
         pursuant to Rule 144(k) (or any similar provision then in force, but
         not Rule 144A) under the 1933 Act or (iv) such Class B Certificates
         shall have ceased to be outstanding.

                  "Class B Trust Agreement" shall mean the Pass Through Trust
         Agreement dated as of January 28, 2000, as supplemented by the Pass
         Through Trust Supplement relating to the Class B Certificates dated as
         of January 28, 2000 between the Company and the Class B Trustee, as may
         be amended from time to time in accordance with the terms thereof.

                  "Class B Trustee" shall mean Wilmington Trust Company, not in
         its individual capacity except as expressly set forth in the Class B
         Trust Agreement, but solely as Trustee under the Class B Trust
         Agreement, together with any successor Trustee under the terms of the
         Class B Trust Agreement.

                  "Class C Certificates" shall have the meaning set forth in the
         second paragraph of this Agreement.

                  "Class C Exchange Certificates" shall mean securities issued
         under the Class C Trust Agreement of equal outstanding principal amount
         as and containing terms identical to the Class C Certificates (except
         that (i) interest thereon shall accrue from the last date on which
         interest was paid on the Class C Certificates or, if no such interest
         has been paid, from the Closing Date, (ii) the transfer restrictions
         thereon shall be modified or eliminated, as appropriate and (iii)
         certain provisions relating to an increase in the stated rate of
         interest thereon shall be eliminated), to be offered to Holders of the
         Class C Certificates in exchange for such Class C Certificates pursuant
         to the Exchange Offer.

                  "Class C Holder" shall mean each Placement Agent, for so long
         as it owns any Class C Registrable Certificates, and each of its
         successors, assigns and direct and indirect transferees who become
         registered owners of Class C Registrable Certificates under the Class C
         Trust Agreement; provided that for purposes of Sections 4 and 5 of this
         Agreement, the term "Class C Holder" shall include Participating
         Broker-Dealers (as defined in Section 4(a)).

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                  "Class C Registrable Certificates" shall mean the Class C
         Certificates; provided, however, that the Class C Certificates shall
         cease to be Class C Registrable Certificates upon the earlier to occur
         of (i) the consummation of the Exchange Offer, (ii) a Registration
         Statement with respect to such Class C Certificates shall have been
         declared effective under the 1933 Act and such Class C Certificates
         shall have been disposed of pursuant to such Registration Statement,
         (iii) such Class C Certificates shall have been sold to the public
         pursuant to Rule 144(k) (or any similar provision then in force, but
         not Rule 144A) under the 1933 Act or (iv) such Class C Certificates
         shall have ceased to be outstanding.

                  "Class C Trust Agreement" shall mean the Pass Through Trust
         Agreement dated as of January 28, 2000, as supplemented by the Pass
         Through Trust Supplement relating to the Class C Certificates dated as
         of January 28, 2000 between the Company and the Class C Trustee, as may
         be amended from time to time in accordance with the terms thereof.

                  "Class C Trustee" shall mean Wilmington Trust Company, not in
         its individual capacity except as expressly set forth in the Class C
         Trust Agreement, but solely as Trustee under the Class C Trust
         Agreement, together with any successor Trustee under the terms of the
         Class C Trust Agreement.

                  "Closing Date" shall mean the Closing Date as defined in the
         Placement Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "Deposit" shall have the meaning set forth in the fourth
         paragraph of this Agreement.

                  "Deposit Agreement" shall have the meaning set forth in the
         fourth paragraph of this Agreement.

                  "Depositary" shall have the meaning set forth in the preamble
         and shall also include the Depositary's successors.

                  "Escrow Agent" shall have the meaning set forth in the fourth
         paragraph of this Agreement and shall also include the Escrow Agent's
         successors.

                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Certificates for Registrable Certificates pursuant to
         Section 2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.

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                  "Exchange Certificates" shall mean, together, the Class A
         Exchange Certificates, the Class B Exchange Certificates and the Class
         C Exchange Certificates.

                  "Exchange Dates" shall have the meaning set forth in Section
         2(a)(ii) of this Agreement.

                  "Holder" shall mean a Class A Holder, a Class B Holder or a
         Class C Holder; provided that for purposes of Sections 4 and 5 of this
         Agreement, the term "Holder" shall include Participating Broker-Dealers
         (as defined in Section 4(a)).

                  "Majority Holders" shall mean, together, the Holders of a
         majority in aggregate principal amount of the of Registrable
         Certificates then outstanding; provided that whenever the consent or
         approval of Holders of a specified percentage of Registrable
         Certificates is required hereunder, Registrable Certificates held by
         the Company or any of its affiliates (as such term is defined in Rule
         405 under the 1933 Act) (other than the Placement Agents or subsequent
         holders of Registrable Certificates if such subsequent holders are
         deemed to be such affiliates solely by reason of their holding of such
         Registrable Certificates) shall not be counted in determining whether
         such consent or approval was given by the Holders of such required
         percentage or amount.

                  "Morgan Stanley" shall have the meaning set forth in the
         preamble.

                  "Note Purchase Agreement" shall have the meaning set forth in
         the fourth paragraph of this Agreement.

                  "Pass Through Trust Agreements" shall have the meaning set
         forth in the third paragraph of this Agreement.

                  "Paying Agent" shall have the meaning set forth in the fourth
         paragraph of this Agreement and shall also include the Paying Agent's
         successors.

                  "Person" shall mean an individual, partnership, corporation,
         trust or unincorporated organization, or a government or agency or
         political subdivision thereof.

                  "Placement Agents" shall have the meaning set forth in the
         preamble.

                  "Placement Agreement" shall have the meaning set forth in the
         second paragraph of this Agreement.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or

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         supplemented by any prospectus supplement, including a prospectus
         supplement with respect to the terms of the offering of any portion of
         the Registrable Certificates covered by a Shelf Registration
         Statement, and by all other amendments and supplements to such
         prospectus, and in each case including all material incorporated by
         reference therein.

                  "Registrable Certificates" shall mean, together, the Class A
         Registrable Certificates, the Class B Registrable Certificates and the
         Class C Registrable Certificates.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. registration and
         filing fees, (ii) all fees and expenses incurred in connection with
         compliance with state securities or blue sky laws (including reasonable
         fees and disbursements of counsel for any underwriters or Holders in
         connection with blue sky qualification of any of the Exchange
         Certificates or Registrable Certificates), (iii) all expenses in
         connection with the printing and distributing of any Registration
         Statement, any Prospectus and any amendments or supplements thereto,
         (iv) all rating agency fees, (v) all fees and disbursements relating to
         the qualification of the Trust Agreements under applicable securities
         laws, (vi) the fees and disbursements of the Trustees and their
         counsel, (vii) the fees and disbursements of counsel for the Company
         and, in the case of a Shelf Registration Statement, the fees and
         disbursements of one counsel for the Holders (which counsel shall be
         selected by the Majority Holders and which counsel may also be counsel
         for the Placement Agents) and (viii) the fees and disbursements of the
         independent public accountants of the Company, including the expenses
         of any special audits or "cold comfort" letters required by or incident
         to such performance and compliance, but excluding fees and expenses of
         counsel to the underwriters (other than fees and expenses set forth in
         clause (ii) above) or the Holders and underwriting discounts and
         commissions and transfer taxes, if any, relating to the sale or
         disposition of Registrable Certificates by a Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company that covers any of the Exchange Certificates or
         Registrable Certificates pursuant to the provisions of this Agreement
         and all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Certificates (but no other securities unless approved by the Holders


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         whose Registrable Certificates are covered by such Shelf Registration
         Statement) on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

                  "TIA" shall have the meaning set forth in Section 3(l) of this
         Agreement.

                  "Trustee" shall have the meaning set forth in the first
         paragraph of this Agreement and shall also include the Trustee's
         successors.

                  "Underwritten Registration" or "Underwritten Offering" shall
         mean a registration in which Registrable Certificates are sold to an
         Underwriter (as hereinafter defined) for reoffering to the public.

                  2. Registration Under the 1933 Act. (a) To the extent not
prohibited by any applicable law or applicable interpretation of the Staff of
the SEC, the Company shall use its best efforts (i) to cause to be filed with
the SEC within 120 days after the Closing Date an Exchange Offer Registration
Statement covering the offer to the Holders to exchange (A) all of the Class A
Registrable Certificates for Class A Exchange Certificates, (B) all of the Class
B Registrable Certificates for Class B Exchange Certificates and (C) all of the
Class C Registrable Certificates for Class C Exchange Certificates, (ii) have
the Exchange Offer Registration Statement declared effective within 60 calendar
days after the filing thereof with the SEC and (iii) to have such Registration
Statement remain effective until the closing of the Exchange Offer. The Company
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use its best efforts to
have the Exchange Offer consummated not later than 60 days after such effective
date. The Company shall, or shall cause the Trustees to, commence the Exchange
Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:

                  (i) that the Exchange Offer is being made pursuant to this
         Registration Rights Agreement and that all Registrable Certificates
         validly tendered will be accepted for exchange;

                  (ii) the dates of acceptance for exchange (which shall be each
         business day during a period of at least 30 days from the date such
         notice is mailed) (the "Exchange Dates");

                  (iii) that any Registrable Certificate not tendered will
         remain outstanding and continue to accrue interest, but will not retain
         any rights under this Registration Rights Agreement;

                  (iv) that Holders electing to have a Registrable Certificate
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Certificate,


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         together with the enclosed letters of transmittal, to the institution
         and at the address (located in the Borough of Manhattan, The City of
         New York) specified in the notice prior to the close of business on the
         last Exchange Date; and

                  (v) that Holders will be entitled to withdraw their election,
         not later than the close of business on the last Exchange Date, by
         sending to the institution and at the address (located in the Borough
         of Manhattan, The City of New York) specified in the notice, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the principal amount of Registrable Certificates
         delivered for exchange, and a statement that such Holder is withdrawing
         his election to have such Certificates exchanged.

                  As soon as practicable after the last Exchange Date, the
Company shall or shall cause the Trustees to:

                  (i) accept for exchange Registrable Certificates or portions
         thereof tendered and not validly withdrawn pursuant to the Exchange
         Offer;

                  (ii) deliver, or cause to be delivered, to the Class A Trustee
         for cancellation all Class A Registrable Certificates or portions
         thereof so accepted for exchange by the Company, and issue, and cause
         the Class A Trustee to promptly authenticate and mail to each Class A
         Holder, Class A Exchange Certificates equal in principal amount to the
         principal amount of the Class A Registrable Certificates surrendered by
         such Class A Holder;

                  (iii) deliver, or cause to be delivered, to the Class B
         Trustee for cancellation all Class B Registrable Certificates or
         portions thereof so accepted for exchange by the Company, and issue,
         and cause the Class B Trustee to promptly authenticate and mail to each
         Class B Holder, Class B Exchange Certificates equal in principal amount
         to the principal amount of the Class B Registrable Certificates
         surrendered by such Class B Holder; and

                  (iv) deliver, or cause to be delivered, to the Class C Trustee
         for cancellation all Class C Registrable Certificates or portions
         thereof so accepted for exchange by the Company, and issue, and cause
         the Class C Trustee to promptly authenticate and mail to each Class C
         Holder, Class C Exchange Certificates equal in principal amount to the
         principal amount of the Class C Registrable Certificates surrendered by
         such Class C Holder.

The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws, rules and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law
or any applicable interpretation of the Staff of the SEC. The Company shall
inform the Placement Agents of the names and addresses of the Holders to whom
the Exchange Offer is


<PAGE>   10

made, and the Placement Agents shall have the right, subject to applicable law,
to contact such Holders and otherwise facilitate the tender of Registrable
Certificates in the Exchange Offer.

                  (b) In the event that (i) the Company determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared
effective with 60 calendar days after the filing thereof with the SEC, (iii) the
Exchange Offer is not for any other reason consummated within 30 days of the
effectiveness of an Exchange Offer Registration Statement or (iv) the Exchange
Offer has been completed and in the opinion of counsel for the Placement Agents
a Registration Statement must be filed and a Prospectus must be delivered by the
Placement Agents in connection with any offering or sale of Registrable
Certificates, the Company shall use its best efforts to cause to be filed as
soon as practicable after such determination, date or notice of such opinion of
counsel is given to the Company, as the case may be, a Shelf Registration
Statement providing for the sale by the Holders of all of the Registrable
Certificates, and to use its best efforts to cause such Shelf Registration
Statement to be declared effective by the SEC by the 180th calendar day after
the Closing Date. The Company agrees to use its best efforts to keep the Shelf
Registration Statement continuously effective for a period of two years after
its effective date or such shorter period that will terminate when all of the
Registrable Certificates covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement. The Company further agrees to
supplement or amend the Shelf Registration Statement, if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Shelf Registration Statement or by the 1933 Act or by any other
rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use its best efforts to cause any such amendment to become effective and such
Shelf Registration Statement to become usable as soon as thereafter practicable.
The Company agrees to furnish to the Holders of Registrable Certificates copies
of any such supplement or amendment promptly after its being used or filed with
the SEC.

                  (c) The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Certificates pursuant to the Shelf Registration Statement.

                  (d) An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Certificates pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Shelf Registration Statement will be deemed not to have become effective during
the period of such interference until the offering of Registrable Certificates
pursuant to such Registration Statement may legally resume. In the event that
neither the consummation of the Exchange Offer nor the declaration by the SEC of
a Shelf Registration to be effective (each a "Registration Event") occurs on or
prior to

<PAGE>   11


the 210th day after the Closing Date, the interest rate per annum borne by the
Certificates shall be increased by 0.50%, effective from and including such
210th day, 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 Section 2(b) hereof for more than 60 days,
whether or not consecutive, during any 12-month period, the interest rate borne
by the Certificates shall be increased by 0.50% per annum from the 61st day of
the applicable 12-month period such Shelf Registration Statement ceases to be
effective until such time as the Shelf Registration Statement again becomes
effective.

                  (e) Without limiting the remedies available to the Placement
Agents and the Holders, the Company acknowledges that any failure by the Company
to comply with its obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Placement Agents or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, each Placement Agent or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Section 2(a)
and Section 2(b) hereof.

                  3. Registration Procedures. In connection with the obligations
of the Company with respect to the Registration Statements pursuant to Section
2(a) and Section 2(b) hereof, the Company shall as expeditiously as possible:

                  (a) prepare and file with the SEC a Registration Statement on
         the appropriate form under the 1933 Act, which form (x) shall be
         selected by the Company and (y) shall, in the case of a Shelf
         Registration, be available for the sale of the Registrable Certificates
         by the selling Holders thereof and (z) shall comply as to form in all
         material respects with the requirements of the applicable form and
         include all financial statements required by the SEC to be filed
         therewith, and use its best efforts to cause such Registration
         Statement to become effective and remain effective in accordance with
         Section 2 hereof;

                  (b) prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to (x) keep such Registration Statement effective for the
         applicable period under this Registration Rights Agreement, and (y)
         cause each Prospectus to be supplemented by any required prospectus
         supplement and, as so supplemented, to be filed pursuant to Rule 424
         under the 1933 Act and (z) keep each Prospectus current during the
         period described under Section 4(3) and Rule 174 under the 1933 Act
         that is applicable to transactions by brokers or dealers with respect
         to the Registrable Certificates or Exchange Certificates;

                  (c) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Certificates, to counsel for the Placement
         Agents, to counsel for the Holders and to each Underwriter of an
         Underwritten Offering of Registrable Certificates, if any, and each
         such Underwriter's Counsel, without charge, as many copies of each
         Prospectus, including each preliminary Prospectus, and any amendment or
         supplement thereto and such other documents as such Holder or
         Underwriter may reasonably request, in order to facilitate the public
         sale or other disposition of the Registrable Certificates; and the
         Company

<PAGE>   12


         consents to the use of such Prospectus and any amendment or supplement
         thereto in accordance with applicable law by each of the selling
         Holders of Registrable Certificates and any such Underwriters in
         connection with the offering and sale of the Registrable Certificates
         covered by and in the manner described in such Prospectus or any
         amendment or supplement thereto in accordance with applicable law;

                  (d) use its best efforts to register or qualify the
         Registrable Certificates under all applicable state securities or "blue
         sky" laws of such jurisdictions as any Holder of Registrable
         Certificates covered by a Registration Statement shall reasonably
         request in writing by the time the applicable Registration Statement is
         declared effective by the SEC, to cooperate with such Holders in
         connection with any filings required to be made with the National
         Association of Securities Dealers, Inc. and do any and all other acts
         and things which may be reasonably necessary or advisable to enable
         such Holder to consummate the disposition in each such jurisdiction of
         such Registrable Certificates owned by such Holder; provided, however,
         that the Company shall not be required to (i) qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction where it
         would not otherwise be required to qualify but for this Section 3(d),
         (ii) file any general consent to service of process or (iii) subject
         itself to taxation in any such jurisdiction if it is not so subject;

                  (e) in the case of a Shelf Registration, notify each Holder of
         Registrable Certificates, counsel for the Holders and counsel for the
         Placement Agents promptly and, if requested by any such Holder or
         counsel, confirm such advice in writing, (i) when a Registration
         Statement has become effective and when any post-effective amendment
         thereto have been filed and become effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to a Registration Statement and Prospectus or for
         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Certificates
         covered thereby, the representations and warranties of the Company
         contained in any underwriting agreement, securities sales agreement or
         other similar agreement, if any, relating to such offering cease to be
         true and correct in all material respects or if the Company receives
         any notification with respect to the suspension of the qualification of
         the Registrable Certificates for sale in any jurisdiction or the
         initiation of any proceeding for such purpose, (v) of the happening of
         any event during the period a Shelf Registration Statement is effective
         which makes any statement made in such Registration Statement or the
         related Prospectus untrue in any material respect or which requires the
         making of any changes in such Registration Statement or Prospectus in
         order to make the statements therein not misleading, and (vi) of any
         determination by the Company that a post-effective amendment to a
         Registration Statement would be appropriate;

<PAGE>   13


                  (f) make every reasonable effort to obtain the withdrawal of
         any order suspending the effectiveness of a Registration Statement at
         the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g) in the case of a Shelf Registration, furnish to each
         Holder of Registrable Certificates, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendment thereto (without documents incorporated therein by reference
         or exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
         selling Holders of Registrable Certificates to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Certificates to be sold and not bearing any restrictive legends and
         enable such Registrable Certificates to be in such denominations
         (consistent with the provisions of the Applicable Trust Agreement) and
         registered in such names as the selling Holders may reasonably request
         at least two business days prior to the closing of any sale of
         Registrable Certificates;

                  (i) in the case of a Shelf Registration, upon the occurrence
         of any event contemplated by Section 3(e)(v) hereof, use its best
         efforts to prepare and file with the SEC a supplement or post-effective
         amendment to a Registration Statement or the related Prospectus or any
         document incorporated therein by reference or file any other required
         document so that, as thereafter delivered to the purchasers of the
         Registrable Certificates, such Prospectus will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements therein, in light of the circumstances under
         which they were made, not misleading; the Company agrees to notify the
         Holders to suspend use of the Prospectus as promptly as practicable
         after the occurrence of such an event, and the Holders hereby agree to
         suspend use of the Prospectus until the Company has amended or
         supplemented the Prospectus to correct such misstatement or omission;

                  (j) a reasonable time prior to the filing of any Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus or any document which is to be
         incorporated by reference into a Registration Statement or a Prospectus
         after initial filing of a Registration Statement, provide copies of
         such document to the Placement Agents and their counsel (and, in the
         case of a Shelf Registration Statement, the Holders and their counsel)
         and make such of the representatives of the Company as shall be
         reasonably requested by the Placement Agents or their counsel (and, in
         the case of a Shelf Registration Statement, the Holders or their
         counsel) available for discussion of such document, and shall not at
         any time file or make any amendment to the Registration Statement, any
         Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Placement Agents and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) shall not have
         previously been advised and furnished a copy or to which the Placement
         Agents or their counsel (and, in the case of a Registration Statement,
         the Holders or their counsel) shall object;

<PAGE>   14


                  (k) obtain a CUSIP number for all Exchange Certificates or
         Registrable Certificates, as the case may be, not later than the
         effective date of a Registration Statement;

                  (l) cause the Trust Agreements to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA") in connection with the
         registration of the Exchange Certificates or Registrable Certificates,
         as the case may be, cooperate with the Trustees and the Holders to
         effect such changes to the Trust Agreements as may be required for the
         Trust Agreements to be so qualified in accordance with the terms of the
         TIA and execute, and use its best efforts to cause the Trustees to
         execute, all documents as may be required to effect such changes, and
         all other forms and documents required to be filed with the SEC to
         enable the Trust Agreements to be so qualified in a timely manner;

                  (m) in the case of a Shelf Registration, make available for
         inspection by a representative of the Holders of the Registrable
         Certificates, any Underwriter participating in any disposition pursuant
         to such Shelf Registration Statement, and attorneys and accountants
         designated by the Holders, at reasonable times and in a reasonable
         manner, all financial and other records, pertinent documents and
         properties of the Company, and cause the respective officers, directors
         and employees of the Company to supply all information reasonably
         requested by any such representative, Underwriter, attorney or
         accountant in connection with a Shelf Registration Statement;

                  (n) in the case of a Shelf Registration, use its best efforts
         to cause all Registrable Certificates to be listed on any securities
         exchange or any automated quotation system on which similar securities
         issued by the Company are then listed if requested by the Majority
         Holders, to the extent such Registrable Certificates satisfy applicable
         listing requirements;

                  (o) use its best efforts to cause the Exchange Certificates or
         Registrable Certificates, as the case may be, to be rated by two
         nationally recognized statistical rating organizations (as such term is
         defined in Rule 436(g)(2) under the 1933 Act);

                  (p) if reasonably requested by any Holder of Registrable
         Certificates covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         the Company has received satisfactory notification of the matters to be
         incorporated in such filing; and

                  (q) in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority of
         the class of Registrable Certificates being sold) in order to expedite
         or facilitate the disposition of such Registrable Certificates
         including, but not limited to, an Underwritten Offering and in such
         connection, (i) to the extent possible,

<PAGE>   15


         make such representations and warranties to the Holders and any
         Underwriters of such Registrable Certificates with respect to the
         business of the Company and its subsidiaries, the Registration
         Statement, Prospectus and documents incorporated by reference or deemed
         incorporated by reference, if any, in each case, in form, substance and
         scope as are customarily made by issuers to underwriters in
         underwritten offerings and confirm the same if and when requested, (ii)
         obtain opinions of counsel to the Company (which counsel and opinions,
         in form, scope and substance, shall be reasonably satisfactory to the
         Holders and such Underwriters and their respective counsel) addressed
         to each selling Holder and Underwriter of Registrable Certificates,
         covering the matters customarily covered in opinions requested in
         underwritten offerings, (iii) obtain "cold comfort" letters from the
         independent certified public accountants of the Company (and, if
         necessary, any other certified public accountant of any subsidiary of
         the Company, or of any business acquired by the Company for which
         financial statements and financial data are or are required to be
         included in the Registration Statement) addressed to each selling
         Holder and Underwriter of Registrable Certificates, such letters to be
         in customary form and covering matters of the type customarily covered
         in "cold comfort" letters in connection with underwritten offerings,
         and (iv) deliver such documents and certificates as may be reasonably
         requested by the Holders of a majority in principal amount of the
         Registrable Certificates being sold or the Underwriters, and which are
         customarily delivered in underwritten offerings, to evidence the
         continued validity of the representations and warranties of the Company
         made pursuant to clause (i) above and to evidence compliance with any
         customary conditions contained in an underwriting agreement.

                  In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Certificates to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Certificates as the Company may from time to time reasonably
request in writing.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Certificates pursuant to a
Shelf Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in its possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Certificates current at the time of receipt of such notice. If the
Company shall give any such notice to suspend the disposition of Registrable
Certificates pursuant to a Registration Statement, the Company shall extend the
period during which the Registration Statement shall be maintained effective
pursuant to this Registration Rights Agreement by the number of days during the
period from and including the date of the giving of such notice to and including
the date when the Holders shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions. The Company may give
any such notice only twice during any 365 day period and any such suspensions
may not exceed 30 days for each suspension and there may not be more than two
suspensions in effect during any 365 day period.

<PAGE>   16

                  The Holders of Registrable Certificates covered by a Shelf
Registration Statement who desire to do so may sell such Registrable
Certificates in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers (the
"Underwriters") that will administer the offering will be selected by the
Majority Holders of the Registrable Certificates included in such offering.

                  4. Participation of Broker-Dealers in Exchange Offer. (a) The
Staff of the SEC has taken the position that any broker-dealer that receives
Exchange Certificates for its own account in the Exchange Offer in exchange for
Certificates that were acquired by such broker-dealer as a result of market
making or other trading activities (a "Participating Broker-Dealer") may be
deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Certificates.

                  The Company understands that it is the Staff's position that
if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Certificates, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Certificates owned by them, such Prospectus may be delivered
by Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Certificates for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.

                  (b) In light of Section 4(a) above, notwithstanding the other
provisions of this Registration Rights Agreement, the Company agrees that the
provisions of this Registration Rights Agreement as they relate to a Shelf
Registration shall also apply to an Exchange Offer Registration to the extent,
and with such reasonable modifications thereto as may be reasonably requested by
the Placement Agents or by one or more Participating Broker-Dealers, in each
case as provided in clause (ii) below, in order to expedite or facilitate the
disposition of any Exchange Certificates by Participating Broker-Dealers
consistent with the positions of the Staff recited in Section 4(a) above;
provided that:

                  (i) the Company shall not be required to amend or supplement
         the Prospectus contained in the Exchange Offer Registration Statement,
         as would otherwise be contemplated by Section 3(i), for a period
         exceeding 180 days after the last Exchange Date (as such period may be
         extended pursuant to the penultimate paragraph of Section 3 of this
         Agreement) and Participating Broker-Dealers shall not be authorized by
         the Company to deliver and shall not deliver such Prospectus after such
         period in connection with the resales contemplated by this Section 4;
         and

                  (ii) the application of the Shelf Registration procedures set
         forth in Section 3 of this Registration Rights Agreement to an Exchange
         Offer Registration, to the extent not required by the positions of the
         Staff of the SEC or the 1933 Act and the rules and regulations
         thereunder, will be in conformity with the reasonable request to the
         Company


<PAGE>   17


         by the Placement Agents or with the reasonable request in writing to
         the Company by one or more broker-dealers who certify to the Placement
         Agents and the Company in writing that they anticipate that they will
         be Participating Broker-Dealers; provided that in connection with such
         application of the Shelf Registration procedures set forth in Section 3
         to an Exchange Offer Registration, the Company shall be obligated (x)
         to deal only with one entity representing the Participating
         Broker-Dealers, which shall be Morgan Stanley unless it elects not to
         act as such representative, (y) to pay the fees and expenses of only
         one counsel representing the Participating Broker-Dealers, which shall
         be counsel to the Placement Agents unless such counsel elects not to so
         act, and (z) to cause to be delivered only one, if any, "cold comfort"
         letter with respect to the Prospectus in the form existing on the last
         Exchange Date and with respect to each subsequent amendment or
         supplement, if any, effected during the period specified in clause (i)
         above.

                  (c) The Placement Agents shall have no liability to the
Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

                  5. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Placement Agent, each Holder and each person,
if any, who controls any Placement Agent or any Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under
common control with, or is controlled by, any Placement Agent or any Holder,
from and against all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any Placement
Agent, any Holder or any such controlling or affiliated person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Certificates or Registrable Certificates were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to the Placement Agents or any
Holder (and, in the case of such losses, claims, damages or liabilities incurred
by Morgan Stanley, by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to Morgan Stanley Capital
Services, Inc. or to Morgan Stanley Dean Witter & Co.) furnished to the Company
in writing by the Placement Agents or any selling Holder expressly for use
therein, provided, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of any Placement
Agent from whom the person asserting any such losses, claims, damages or
liabilities purchased Offered Certificates, or any person controlling such
Placement Agent, if a copy of the final prospectus (as then amended or
supplemented if the Company shall have furnished any amendments thereto) was not
sent or given by or on behalf of such Placement Agent to such



<PAGE>   18


person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Offered Certificates (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 3 hereof. In connection with any Underwritten Offering
permitted by Section 3, the Company will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

                  (b) Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, each Placement Agent, the other selling
Holders and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Placement Agent or any other selling Holder within the meaning of either Section
15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the
foregoing indemnity from the Company to the Placement Agents and the Holders,
but only with reference to information relating to such Holder furnished to the
Company in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto).

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of paragraph (a) or paragraph (b)
above, such person (the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for (a) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Placement Agents and all persons, if any, who control any Placement Agent
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, (b) the fees and expenses of more than one separate firm (in addition
to any local counsel) for the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either such Section and (c) the fees and expenses of more than
one separate firm (in addition to any local counsel) for all Holders and all
persons, if any, who control any Holders within the meaning of either such
Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In such case involving the Placement Agents and persons who control
any Placement Agent, such firm shall be designated

<PAGE>   19


in writing by the Placement Agents. In such case involving the Holders and such
persons who control Holders, such firm shall be designated in writing by the
Majority Holders. In all other cases, such firm shall be designated by the
Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

                  (d) If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 4 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective number
of Registrable Certificates of such Holder that were registered pursuant to a
Registration Statement.

                  (e) The Company and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to

<PAGE>   20


indemnify or contribute any amount in excess of the amount by which the total
price at which Registrable Certificates were sold by such Holder exceeds the
amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any indemnified party at law or
in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Placement Agents, any Holder or any person controlling any Placement
Agent or any Holder, or by or on behalf of the Company, its officers or
directors or any person controlling the Company, (iii) acceptance of any of the
Exchange Certificates and (iv) any sale of Registrable Certificates pursuant to
a Shelf Registration Statement.

                  6. Miscellaneous. (a) No Inconsistent Agreements. The Company
has not entered into, and on or after the date of this Registration Rights
Agreement will not enter into, any agreement which is inconsistent with the
rights granted to the Holders of Registrable Certificates in this Registration
Rights Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

                  (b) Amendments and Waivers. The provisions of this
Registration Rights Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority in aggregate principal amount
of the outstanding Registrable Certificates affected by such amendment,
modification, supplement, waiver or consent; provided, however, that no
amendment, modification, supplement, waiver or consents to any departure from
the provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Certificates unless consented to in writing by such Holder.

                  (c) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Placement Agents,
the address set forth in the Placement Agreement, and (ii) if to the Company,
initially at the Company's address set forth in the Placement Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c).

<PAGE>   21


                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to each Trustee,
at the address specified in the Applicable Trust Agreement.

                  (d) Successors and Assigns. This Registration Rights Agreement
shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without
the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Certificates in violation of the terms of the Placement Agreement
or the Trust Agreements. If any transferee of any Holder shall acquire
Registrable Certificates, in any manner, whether by operation of law or
otherwise, such Registrable Certificates shall be held subject to all of the
terms of this Registration Rights Agreement, and by taking and holding such
Registrable Certificates, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Registration Rights Agreement and such Person shall be entitled to receive the
benefits hereof. The Placement Agents (in their capacity as Placement Agents)
shall have no liability or obligation to the Company with respect to any failure
by any other Holder to comply with, or any breach by any other Holder of, any of
the obligations of such other Holder under this Registration Rights Agreement.

                  (e) Purchases and Sales of Certificates. The Company shall
not, and shall use its best efforts to cause its affiliates (as defined in Rule
405 under the 1933 Act), not to purchase and then resell or otherwise transfer
any Certificates.

                  (f) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights hereunder.

                  (g) Counterparts. This Registration Rights Agreement may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

                  (h) Headings. The headings in this Registration Rights
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.

                  (i) Governing Law. This Registration Rights Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable,

<PAGE>   22


the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.

                  (k) Trustees. The Trustees shall take such action as may be
reasonably requested by the Company in connection with the Company satisfying
its obligations arising under this Agreement.


<PAGE>   23



                  IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


                                       ATLAS AIR, INC.



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


                                       WILMINGTON TRUST COMPANY,
                                       as Trustee


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


Confirmed and accepted as of
 the date first above written:

MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
SALOMON SMITH BARNEY INC.

By:   MORGAN STANLEY & CO. INCORPORATED


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