EX-4.1



 Exhibit 4.1 

[FORM OF FACE OF NOTE] 

[INCLUDE FOLLOWING LEGEND IF A GLOBAL NOTE] 

[THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR
A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR
DEPOSITARY.] 

  
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 Atlas Air Worldwide Holdings, Inc. 

1.875% Convertible Senior Note due 2024 
  

			
	No. [            ]	  	[Initially]1 $[                    ]

 CUSIP No.
[                    ] 
 ATLAS AIR
WORLDWIDE HOLDINGS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company,” which term includes any successor corporation or other entity under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to [CEDE & CO.]2
[                    ]3, or registered assigns, the principal sum [as set forth in the
“Schedule of Exchanges of Notes” attached hereto]4 [of $[                    ]]5, which amount, taken together with the principal amounts of all other Outstanding Notes, shall not, unless permitted by the Indenture, exceed $289,000,000 in aggregate at any time, in accordance with
the rules and procedures of the Depositary, on June 1, 2024, and interest thereon as set forth below. 
 This Note shall bear interest
at the rate of 1.875% per year from May 23, 2017, or from the most recent date to which interest had been paid or provided for to, but excluding, the next scheduled Interest Payment Date until June 1, 2024. Interest is payable
semi-annually in arrears on each June 1 and December 1, commencing on December 1, 2017, to Holders of record at the close of business on the preceding May 15 and November 15 (whether or not such day is a Business Day),
respectively. Additional Interest shall be payable as set forth in Section 6.04 of the within-mentioned Second Supplemental Indenture, and any reference to interest on, or in respect of, any Note therein or in the Base Indenture shall be deemed
to include Additional Interest if, in such context, Additional Interest is, was or would be payable pursuant to such Section 6.04, and any express mention of the payment of Additional Interest in any provision therein or in the Base Indenture
shall not be construed as excluding Additional Interest in those provisions thereof where such express mention is not made. 
 Any Defaulted
Amounts shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have
been paid by the Company, at its election, in accordance with Section 3.08 of the Second Supplemental Indenture. 
 The Company shall
pay or cause the Paying Agent to pay the principal of and interest on this Note, if and so long as such Note is a Global Note, in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such
Note. As provided in and subject to the provisions of the Indenture, the Company shall pay or cause the Paying Agent to pay the principal of any Notes (other than Notes that are Global Notes) at the office or agency designated by the Company
maintained for that purpose. The Company has initially designated the Trustee as its Paying Agent and Security Registrar in respect of the Notes and its agency in the continental United States of America, as a Place of Payment (as defined below)
where Notes may be presented for payment or for registration of transfer and exchange. “Place of Payment” means, with respect to the Notes, the location of the office or agency maintained by the Company pursuant to Section 5.01
of the Second Supplemental Indenture. The Place of Payment shall initially be Wilmington, Delaware. 
  

 

	1 	Include if a global note. 


	2 	Include if a global note. 


	3 	Include if a physical note. 


	4 	Include if a global note. 


	5 	Include if a physical note. 


  
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 Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the Holder of this Note the right to convert this Note into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations
set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 

This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 

In the case of any conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern. 

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent under the Indenture. 
 [Remainder of page intentionally left blank]


  
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 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	ATLAS AIR WORLDWIDE HOLDINGS, INC.
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


  

	
	Dated:
	
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION
  

This is one of the Securities of the series designated therein referred to in the within mentioned Indenture.

 
 WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee
  



			
	 By:
	 	  

		 	Authorized Signatory

 [Signature Page to Global Note] 

  
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 [FORM OF REVERSE OF NOTE] 

Atlas Air Worldwide Holdings, Inc. 

1.875% Convertible Senior Note due 2024 

This Note is one of a duly authorized issue of Notes of the Company, designated as its 1.875% Convertible Senior Notes due 2024 (the
“Notes”), limited to the aggregate principal amount of $289,000,000 all issued or to be issued under and pursuant to the Second Supplemental Indenture dated as of May 23, 2017 (the “Second Supplemental
Indenture”), between the Company and Wilmington Trust, National Association (the “Trustee”), which amends and supplements the Indenture dated as of June 3, 2015 between the Company and the Trustee (the “Base
Indenture” and, as amended and supplemented by the Second Supplemental Indenture and from time to time with respect to the Notes, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount,
subject to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the respective meanings set forth in the Indenture. 

In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by
either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then Outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set
forth in the Indenture. 
 Subject to the terms and conditions of the Indenture, the Company shall make all payments and deliveries in
respect of the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date and the principal amount on the Maturity Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect
of the Note. The Company shall pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. 

The Indenture contains provisions permitting the Company and the Trustee in certain circumstances, without the consent of the Holders of the
Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding, evidenced as in the Indenture provided, to execute supplemental indentures
modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding may on
behalf of the Holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 
 No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the
Fundamental Change Repurchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of, this Note at the place, at the respective times, at the rate and in the lawful money or shares of Common Stock, as
the case may be, herein prescribed. 
  

  
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 The Notes are issuable in registered form without coupons in minimum denominations of $1,000
principal amount and integral multiples of $1,000 in excess thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax that may be imposed in
connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of Notes being different from the name of the Holder of the old Notes surrendered for such exchange. 

The Notes are not subject to redemption through the operation of any sinking fund or otherwise. 

Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for
cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

 Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the
occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or an integral multiple
of $1,000 in excess thereof, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, at the Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 

  
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 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations: 
 TEN COM = as tenants in common 

UNIF GIFT MIN ACT = Uniform Gifts to Minors Act 
 CUST =
Custodian 
 TEN ENT = as tenants by the entireties 
 JT TEN =
joint tenants with right of survivorship and not as tenants in common 
 Additional abbreviations may also be used though not in the above
list. 

  
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 SCHEDULE A6 

SCHEDULE OF EXCHANGES OF NOTES 

Atlas Air Worldwide Holdings, Inc. 

1.875% Convertible Senior Notes due 2024 

The initial principal amount of this Global Note is
                 DOLLARS ($[                    ]). The following
increases or decreases in this Global Note have been made: 
  
  

									
	 Date of exchange
	  	Amount of
decrease in
principal amount
of this Global Note	  	Amount of
increase in
principal amount
of this Global Note	  	Principal amount
of this Global Note
following such
decrease or
increase	  	Signature of
authorized
signatory of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
	*	  		  		  		  	

  

	6 	Include if a global note. 


  
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 ATTACHMENT 1 

[FORM OF NOTICE OF CONVERSION] 

Atlas Air Worldwide Holdings, Inc. 

1.875% Convertible Senior Notes due 2024 
  

	To:	Wilmington Trust, National Association 

 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Atlas Air Account Administrator 
 The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the
portion hereof (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, in accordance with the terms
of the Indenture referred to in this Note, and directs that any cash payable and any shares of Common Stock issuable and deliverable upon such conversion, together with any cash for any fractional share of Common Stock, and any Notes representing
any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of Common Stock or any portion of this Note not converted are to be issued in the name
of a Person other than the undersigned, the undersigned must pay all documentary, stamp or similar issue or transfer taxes, if any in accordance with Section 12.02(d) and Section 12.02(e) of the Second Supplemental Indenture. Any amount required to
be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 

 

					
	Dated:                                     
                                         
    	  	  
	  	
		  		  	
		  	  
 Signature(s)
	  	
	  
 Signature Guarantee

 
 Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares
	  		  	


  
 1 









					
	 of Common Stock are to be issued, or
 Notes are
to be delivered, other than
 to and in the name of the registered holder.
	  		  	
			
	 Fill in for registration of shares if
 to be
issued, and Notes if to
 be delivered, other than to and in the

name of the registered holder:
	  		  	
		  		  	
	  
 (Name)
	  		  	
		  		  	
	  
 (Street Address)
	  		  	
		  		  	
	  
 (City, State and Zip Code)
	  		  	
	Please print name and address	  		  	
		  	 Principal amount to be converted (if less than all): $______,000

 
	  	
		  	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.	  	
		  		  	
		  	  
 Social Security or Other
Taxpayer
 Identification Number
	  	


  
 2 








 ATTACHMENT 2 

[FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 

Atlas Air Worldwide Holdings, Inc. 

1.875% Convertible Senior Notes due 2024 
 To:
[Paying Agent Name] 
 [Address] 

The undersigned registered owner of this Note hereby acknowledges receipt of a notice from Atlas Air Worldwide Holdings, Inc. (the “Company”)
as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with Section 13.02 of the
Second Supplemental Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) below designated, and (2) if
such Fundamental Change Repurchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change
Repurchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. 
 In the
case of Physical Notes, the certificate numbers of the Notes to be repurchased are as set forth below: 
  

					
	Dated:                                     
                                        	 		  	
		 		  	  
 Signature(s)

			
		 		  	
		 		  	  
 Social Security or Other
Taxpayer

		 		  	Identification Number
			
		 		  	Principal amount to be repaid (if less than all): $______,000
			
		 		  	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.


  
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 ATTACHMENT 3 

[FORM OF ASSIGNMENT AND TRANSFER] 

Atlas Air Worldwide Holdings, Inc. 

1.875% Convertible Senior Notes due 2024 
 For
value received ____________________________ hereby sell(s), assign(s) and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and
appoints _____________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. 
  

	
	Dated:                                     
                                         
      
	
	  

	
	
	
	  
 Signature(s)

	
	
	  
 Signature Guarantee

 

	 Signature(s) must be guaranteed by an
 eligible
Guarantor Institution (banks, stock
 brokers, savings and loan associations and

credit unions) with membership in an approved
 signature guarantee
medallion program pursuant
 to Securities and Exchange Commission

Rule 17Ad-15 if Notes are to be delivered, other

than to and in the name of the registered holder.


 NOTICE: The signature on the assignment must correspond with the name as written upon the face of the Note in every particular
without alteration or enlargement or any change whatever. 

  
 1