<PAGE>
                                                                   EXHIBIT 10.32


CONFIDENTIAL                                                      EXECUTION COPY

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

                            STOCK PURCHASE AGREEMENT

                          Dated as of November 28, 2006

                                     between

                         POLAR AIR CARGO WORLDWIDE, INC.

                                       and

                       DHL NETWORK OPERATIONS (USA), INC.

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
SECTION 1. AGREEMENT ......................................................    1
   1.1.  Defined Terms Used in this Agreement .............................    1
   1.2.  Rules of Construction ............................................   12

SECTION 2. PURCHASE AND SALE ..............................................   13
   2.1.  The Closing ......................................................   13
   2.2.  Purchase Price ...................................................   13
   2.3.  Deferred Payments ................................................   14
   2.4.  Payment of the Deferred Payments .................................   14
   2.5.  Payments, Actions and Deliveries on the Closing Date .............   15
   2.6.  Adjustment to the Cash Consideration .............................   15

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY ..................   17
   3.1.  Organization and Standing; Books and Records .....................   17
   3.2.  Power and Authority; Enforceability ..............................   18
   3.3.  Noncontravention .................................................   18
   3.4.  Capitalization of the Company; Ownership; Encumbrance;
         Subsidiaries .....................................................   19
   3.5.  Company Indebtedness .............................................   20
   3.6.  Financial Statements .............................................   20
   3.7.  Changes ..........................................................   20
   3.8.  Assets; Tangible and Real Property ...............................   20
   3.9.  Intellectual Property ............................................   21
   3.10. Legal Compliance .................................................   22
   3.11. Permits, Certificates and Route Rights ...........................   22
   3.12. Tax Matters ......................................................   23
   3.13. Environmental Matters ............................................   25
   3.14. Contractual Obligations ..........................................   26
   3.15. Employee Transactions ............................................   27
   3.16. Labor Matters; Employees and Contractors .........................   27
   3.17. Litigation .......................................................   28
   3.18. Governmental Orders ..............................................   29
   3.19. Brokers, etc .....................................................   29
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>                                                                           <C>
   3.20. Consents, Notices, etc ...........................................   29
   3.21. Undisclosed Liabilities ..........................................   29
   3.22. Insurance ........................................................   29
   3.23. Related-Party Transactions .......................................   30
   3.24. Benefit Plans ....................................................   30

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR .................   32
   4.1.  Organization .....................................................   32
   4.2.  Power and Authority; Enforceability ..............................   32
   4.3.  Noncontravention .................................................   32
   4.4.  Legal Compliance .................................................   33
   4.5.  Investment Intent; Accredited Investor ...........................   33
   4.6.  No Brokers .......................................................   33

SECTION 5. COVENANTS OF THE PARTIES .......................................   33
   5.1.  Government Filings ...............................................   33
   5.2.  Affirmative Covenants; Investor's Consent ........................   34
   5.3.  Notices and Consents .............................................   35
   5.4.  Investor's Access to Premises; Information; Confidentiality ......   36
   5.5.  Exclusivity ......................................................   36
   5.6.  Publicity ........................................................   37
   5.7.  Further Assurances ...............................................   37
   5.8.  Disclosure Obligations ...........................................   37
   5.9.  Supplemental Schedules ...........................................   37
   5.10. Tax Matters ......................................................   37
   5.11. Notices of Certain Events ........................................   38

SECTION 6. CONDITIONS TO EACH PARTY'S .....................................   38

OBLIGATIONS AT THE CLOSING ................................................   38
   6.1.  Qualifications ...................................................   38
   6.2.  Proceedings ......................................................   39
   6.3.  Consents, etc ....................................................   40
   6.4.  Contemplated Transactions and Transaction Documents ..............   40
   6.5.  Representations and Warranties ...................................   40
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>                                                                           <C>
   6.6.  Performance ......................................................   40
   6.7.  Certificates .....................................................   40
   6.8.  Haynes & Boone Legal Opinion .....................................   41
   6.9.  Legal Opinion on Investor Shares .................................   41
   6.10. Houlihan Lokey Opinion ...........................................   41
   6.11. Core Licenses ....................................................   41
   6.12. Proceedings and Documents ........................................   41
   6.13. Asset Conveyance .................................................   41

SECTION 7. TERMINATION ....................................................   42
   7.1.  Termination Rights ...............................................   42
   7.2.  Extension Period .................................................   42
   7.3.  Effect of Termination ............................................   43

SECTION 8. INDEMNIFICATION ................................................   43
   8.1.  Indemnification by the Company ...................................   43
   8.2.  Indemnity by the Investor ........................................   44
   8.3.  Time for Claims ..................................................   44
   8.4.  Third Party Claims ...............................................   45
   8.5.  Payment ..........................................................   46
   8.6.  Remedies Exclusive ...............................................   46

SECTION 9. MISCELLANEOUS ..................................................   46
   9.1.  Notices ..........................................................   46
   9.2.  Expenses .........................................................   48
   9.3.  Succession and Assignment; No Third-Party Beneficiary ............   48
   9.4.  Amendments and Waivers ...........................................   48
   9.5.  Entire Agreement .................................................   48
   9.6.  Counterparts .....................................................   48
   9.7.  Investigation; No Additional Representations .....................   48
   9.8.  Severability .....................................................   49
   9.9.  Headings .........................................................   49
   9.10. Disclosure .......................................................   49
   9.11. Construction .....................................................   49
   9.12. Governing Law ....................................................   49
</TABLE>


                                      -iii-

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<TABLE>
<S>                                                                           <C>
   9.13. Consent to Jurisdiction; Waiver of Jury Trial ....................   49
   9.14. Specific Performance .............................................   50
</TABLE>

                                    EXHIBITS

Exhibit A   Aircraft Lease Term Sheet
Exhibit B   Blocked Space Agreement
Exhibit C   BSA Guarantee
Exhibit D   Form of Company By-laws
Exhibit E   Form of Company Charter
Exhibit F   DP Guarantee
Exhibit G   Engine Pooling Agreement Term Sheet
Exhibit H   Flight Services Agreement
Exhibit I   General Sales & Services Agency Agreement
Exhibit J   Indemnity Agreement
Exhibit K   Put/Call Agreement
Exhibit L   Shared Services Agreement
Exhibit M   Standby Aircraft Wet Lease Agreement
Exhibit N   Stockholders Agreement
Exhibit O   Form of Officer's Certificate
Exhibit P   Form of Secretary's Certificate
Exhibit Q   Legal Opinion of Haynes & Boone, LLP
Exhibit R   Legal Opinion of Company's General Counsel
Exhibit S   Opinion of Houlihan Lokey Howard & Zukin


                                      -iv-

<PAGE>

                           COMPANY DISCLOSURE SCHEDULE

Section 1.1(a)   Key Employees
Section 1.1(b)   Knowledge of the Company
Section 1.1(c)   Non-Core Certificates and Exemptions Issued by the DOT
Section 1.1(d)   Permitted Encumbrances
Section 1.1(e)   Certificates of Public Convenience and Necessity, Etc.
Section 1.1(f)   Foreign Slots Issued to and Held by Polar
Section 3.1.2    Foreign Qualifications
Section 3.3      Noncontravention
Section 3.4.1    Capitalization of the Company
Section 3.5      Company Indebtedness
Section 3.6.1    Pro Forma Balance Sheet
Section 3.6.2    Polar Financial Statements
Section 3.7      Changes
Section 3.8.1    Encumbrances
Section 3.8.2    Leased Properties
Section 3.9.1    Intellectual Property Infringements and Actions
Section 3.9.2    Registered Intellectual Property
Section 3.10     Legal Compliance
Section 3.11.1   Core Licenses
Section 3.11.2   Non-Core Licenses
Section 3.12     Tax Matters
Section 3.13     Environmental Matters
Section 3.14     Contractual Obligations
Section 3.15     Employee Transactions
Section 3.16     Labor Matters
Section 3.17     Litigation
Section 3.18     Governmental Orders
Section 3.19     Brokers
Section 3.20     Consents, Notices, Etc.
Section 3.22     Insurance
Section 3.23     Related-Party Transactions
Section 3.24     Benefit Plans
Section 4.3      Noncontravention (Investor)
Section 5.3      Consents


                                       -i-
<PAGE>

                            STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement, dated as of November 28, 2006 (as amended
and from time to time in effect, the "Agreement") is between Polar Air Cargo
Worldwide, Inc. (formerly known as Airline Acquisition Corp I), a Delaware
corporation (the "Company"), and DHL Network Operations (USA), Inc., an Ohio
corporation (the "Investor", and together with the Company, the "Parties", and
each individually, a "Party").

                                    RECITALS

     WHEREAS, the Company has agreed to sell, and the Investor has agreed to
purchase, at the Closing (the "Sale"), such number of shares of the Company's
Class B Common Stock, par value $0.01 per share (the "Investor Shares"), which,
upon consummation of the Closing, shall represent twenty-five percent (25%) of
the aggregate issued and outstanding voting Equity Interests of the Company and
forty-nine percent (49%) of the aggregate issued and outstanding Equity
Interests of the Company (determined after giving effect to such acquisition);

     WHEREAS, the Company currently owns all of the outstanding Equity Interests
of Polar Air Cargo, Inc., a California corporation, which prior to the Closing
is to be converted into a California limited liability company ("Polar"); and

     WHEREAS, it is intended that prior to the Closing and after its conversion
into a limited liability company, Polar will convey certain of its assets to the
Company pursuant to the Asset Conveyance Agreement.

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

                              SECTION 1. AGREEMENT

     1.1. Defined Terms Used in this Agreement. The following terms used in this
Agreement shall be construed to have the meanings set forth or referenced below.

          "1933 Act" means the Securities Act of 1933.

          "AAWW" means Atlas Air Worldwide Holdings, Inc., a Delaware
corporation, which currently owns one hundred percent (100%) of the outstanding
common stock of the Company.

          "Action" means any claim, action, cause of action or suit (whether in
contract or tort), litigation (whether at law or in equity, whether civil or
criminal), controversy, assessment, arbitration, investigation, hearing, charge,
complaint, demand, notice or proceeding to, from, by or before any Governmental
Entity.

          "Affiliate" means, as to any specified Person, each Person directly or
indirectly controlling, controlled by or under common control with such
specified Person. For purposes of

<PAGE>

this definition, the term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by
contract or otherwise.

          "Agreement" is defined in the Preamble.

          "Aircraft Lease" means collectively the agreements between the Company
and the applicable third-party lessor for the lease of six (6) Boeing 747-400
aircraft to Company, which shall substantially incorporate the terms set forth
on Exhibit A hereto and shall be in a form mutually acceptable to the Company
and the Investor.

          "Ancillary Agreements" means the following agreements:

          (a)  the Blocked Space Agreement;

          (b)  the Flight Services Agreement;

          (c)  the Aircraft Lease;

          (d)  the Standby Aircraft Wet Lease Agreement;

          (e)  the Shared Services Agreement;

          (f)  the General Sales and Services Agency Agreement;

          (g)  the Engine Pooling Agreement; and

          (h)  the Put/Call Agreement.

          "AOC" means an Air Carrier Operating Certificate and related
"Operations Specifications" issued by the FAA under 14 C.F.R. Parts 119 and 121
substantially comparable to the Air Carrier Operating Certificate and Operations
Specifications held by Polar as of the date of execution of this Agreement and
authorizing, at a minimum, the operation of scheduled foreign air transportation
of property and mail over the Core Routes utilizing Boeing 747-400 all-cargo
aircraft.

          "Applicable Law" means, with respect to any Person, any U.S. federal,
state or local or foreign law, statute, standard, ordinance, code, rule,
regulation, resolution or promulgation, constitution, treaty, convention or any
Order issued by a Governmental Entity that is binding upon or applicable to such
Person.

          "Approved Security Program" means an aircraft operator security
program approved by the TSA as meeting the requirements of 14 C.F.R. Section
1544.103.

          "Assets" means the assets to be conveyed to the Company under the
Asset Conveyance Agreement and as provided for on Schedule I thereto.


                                       -2-

<PAGE>

          "Asset Conveyance" means the conveyance of the Assets and certain
liabilities of Polar to the Company pursuant to the Asset Conveyance Agreement.

          "Asset Conveyance Agreement" means the agreement between the Company
and Polar providing for the acquisition by the Company of the Assets and certain
liabilities of Polar, which shall be in a form mutually acceptable to the
Company, Polar and the Investor prior to the Closing.

          "Atlas Air" means Atlas Air, Inc., a Delaware corporation and
wholly-owned subsidiary of AAWW.

          "Auditor" is defined in Section 2.6.3(b).

          "Blocked Space Agreement" means the Blocked Space Agreement, between
the Company and the Investor, which shall be substantially in the form of
Exhibit B hereto.

          "BSA Commencement Date" is defined in Section 2.4.2(a).

          "BSA Guarantee" means the BSA Guarantee Agreement, dated as of the
Closing, by Deutsche Post AG, a corporation organized under the laws of Germany,
in favor of the Company, which shall be substantially in the form of Exhibit C
hereto.

          "Business" means the scheduled airport-to-airport air cargo
transportation services conducted by Polar as of the date of execution of this
Agreement with wide-bodied freighter aircraft and that are to be transferred to
the Company as part of the Contemplated Transactions.

          "Business Day" means any weekday other than a weekday on which banks
in New York are authorized or required to be closed.

          "Class A Common Stock" means the Company's Class A Common Stock, par
value $0.01 per share.

          "Class B Common Stock" means the Company's Class B Common Stock, par
value $0.01 per share.

          "Closing" is defined in Section 2.1.

          "Closing Cash Consideration" is defined in Section 2.2(a)(i).

          "Closing Date" is defined in Section 2.1.

          "Code" means the U.S. Internal Revenue Code of 1986.

          "Company" is defined in the Preamble.

          "Company Affiliates" means Polar, Atlas Air, AAWW and such other
Affiliates of the Company (other than the Company) as are required to consummate
(i) the terms of the various Ancillary Agreements and (ii) the Contemplated
Transactions.


                                       -3-

<PAGE>

          "Company By-laws" means (i) as of the date hereof and through the
Closing, the Company's By-laws in effect as of the date hereof and (ii) from and
after the Closing, the Company's Amended and Restated By-laws as amended and
restated in accordance with Section 2.5(b) which shall be substantially in the
form of Exhibit D hereto.

          "Company Charter" means (i) as of the date hereof and through the
Closing, the Company's Certificate of Incorporation in effect as of the date
hereof and (ii) from and after the Closing, the Company's Amended and Restated
Certificate of Incorporation as amended in accordance with Section 2.5(b) which
shall be substantially in the form of Exhibit E hereto.

          "Company Disclosure Schedule" means the Disclosure Schedule of the
Company as referred to herein.

          "Company Employee" means any current employee, director or consultant
of the Company or Polar.

          "Company Indemnified Person" is defined in Section 8.2.1.

          "Company Material Adverse Effect" means (a) any change in, or effect
on, the Business or the results of operations, assets, Liabilities or financial
condition of the Company (including Polar), taken as a whole which is, or is
reasonably likely to be, materially adverse to the Business or the results of
operations, assets, Liabilities or financial condition of the Company (including
Polar), taken as a whole or (b) any effect that would materially adversely
affect the ability of the Company or any of the Company Affiliates, as the case
may be, to perform its respective obligations under this Agreement and the
Transaction Documents; provided, however, that none of the following, alone or
in combination, will be deemed to constitute a Company Material Adverse Effect
or be considered in determining whether a Company Material Adverse Effect has
occurred or will occur: any event, circumstance, condition, development, change
or occurrence arising out of, resulting from or relating to (i) the economy or
the airline industry or scheduled services business (including, without
limitation, changes in commodity prices, general market prices and regulatory
changes) that do not have a disproportionate effect on the Business or the
Company (including Polar), taken as a whole or (ii) the announcement or
consummation of the Contemplated Transactions.

          "Company Plan" means each "employee benefit plan" (within the meaning
of Section 3(3) of ERISA, including, each multiemployer plan within the meaning
of Section 3(37) of ERISA), and each stock purchase, stock option, severance,
employment, change-in-control, fringe benefit, collective bargaining, bonus,
incentive, deferred compensation, employee loan and each other employee benefit
plan, agreement, program, policy or other arrangement, whether or not subject to
ERISA (including any funding mechanism therefor now in effect or required in the
future as a result of the transactions contemplated by this Agreement or
otherwise), under which (i) any Company Employee has any present or future right
to benefits and which are contributed to, entered into, sponsored by or
maintained by the Company, Polar or any of their respective ERISA Affiliates, or
(ii) the Company, Polar or any of their respective ERISA Affiliates has had or
has any present or future Liability (actual or contingent).


                                       -4-

<PAGE>

          "Compensation" means, with respect to any Person, all salaries,
compensation, remuneration, bonuses or benefits of any kind or character
whatever (including issuances or grants of Equity Interests), paid by the
Company to such Person or Affiliates of such Person.

          "Contemplated Transactions" means, collectively, the transactions
contemplated by this Agreement, including: (i) the Polar Conversion, then (ii)
the conveyance by Polar to Atlas Air of certain assets and liabilities of Polar
and the Asset Conveyance, then (iii) the execution and delivery of the
Transaction Documents, then (iv) the Polar Distribution simultaneous with the
Polar Note Assumption, and then (v) the Closing.

          "Contractual Obligation" means, with respect to any Person, any
written contract, agreement, deed, mortgage, lease, license, indenture, note,
bond, or other document or instrument (including, without limitation, any
material document or instrument evidencing or otherwise relating to any
indebtedness but excluding the charter and by-laws of such Person), to which or
by which such Person is legally bound.

          "Contribution Agreement" means the Contribution Agreement between AAWW
and the Company dated as of the Closing Date which shall be in a form mutually
acceptable to the Company and the Investor.

          "Core Licenses" means all Permits necessary for the Company (1) to
continue operating over the Core Routes in substantially the same manner as
Polar as of the date of execution of this Agreement, (2) to own, lease or
operate the Assets related to the Core Routes and (3) to perform in all material
respects its obligations under the Ancillary Agreements with respect to the Core
Routes following the consummation of the Contemplated Transactions.

          "Core Routes" means those routes operated by Polar, as of the date of
execution of this Agreement, between the United States, on the one hand, and
points in China, Japan and Hong Kong, on the other, either on a direct basis or
via intermediate points to points beyond, utilizing the Route Rights held by
Polar.

          "Debt" means (i) indebtedness for borrowed money or for the deferred
purchase price of property or services (but excluding trade payables and
receivables in the Ordinary Course of Business), including indebtedness
evidenced by a note, bond, debenture or similar instrument, and any Guarantees
or keep-well obligations or other contingent obligations in respect thereof,
(ii) obligations to pay rent or other amounts under any lease of real or
personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet under GAAP,
(iii) obligations in respect of outstanding letters of credit, bankers'
acceptances and similar obligations created for the account of such Person, and
(iv) Liabilities under interest rate cap agreements, interest rate swap
agreements, foreign currency exchange agreements and other hedging agreements or
arrangements, other than fuel price hedging arrangements entered into in the
Ordinary Course of Business.

          "Default Rate", on any date, means a rate per annum that is equal to
five percent (5 %) in excess of the interest rate otherwise applicable to the
Deferred Payments.

          "Deferred Payments" is defined in Section 2.2(a)(iii).


                                       -5-

<PAGE>

          "Designation" means the diplomatic note transmitted by the U.S.
Department of State to a foreign government designating a U.S. air carrier to
exercise operating rights conferred under an air transport agreement between the
two governments.

          "DGCL" means the General Corporation Law of the State of Delaware, as
in effect as of the Closing Date, as applicable.

          "DOT" means the United States Department of Transportation.

          "DP Guarantee" means the Transaction Guarantee Agreement, dated as of
the date hereof, by Deutsche Post AG, a corporation organized under the laws of
Germany, in favor of the Company, which shall be substantially in the form of
Exhibit F hereto.

          "Drop Dead Date" is defined in Section 7.1.1(b)(i).

          "Due Date" is defined in Section 8.5.1.

          "Encumbrance" means any lien, pledge, option, charge, mortgage,
security interest, encumbrance or right of first refusal, other than Permitted
Encumbrances.

          "Enforceable" means, with respect to any Contractual Obligation stated
to be enforceable by or against any Person, that such Contractual Obligation is
a legal, valid and binding obligation of such Person enforceable by or against
such Person in accordance with its terms, except to the extent that enforcement
of the rights and remedies created thereby is subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and to general principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law).

          "Engine Pooling Agreement" means the agreement between Atlas Air and
the Company, which shall substantially incorporate the terms set forth on
Exhibit G hereto and shall be in a form mutually agreeable to the Company and
the Investor.

          "Environmental Laws" means any Applicable Law relating to:

          (a) releases or threatened releases of Hazardous Substances;

          (b) pollution or protection of human health (including employee health
and safety) or the environment; or

          (c) the manufacture, handling, transport, use, treatment, storage,
disposal or arrangement for disposal of Hazardous Substances.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "ERISA Affiliate" means any organization which is a member of a
controlled group of organizations within the meaning of Sections 414(b), (c),
(m) or (o) of the Code.


                                       -6-

<PAGE>

          "Equity Interests" means:

          (a) any capital stock, share, partnership or membership interest, unit
of participation or other similar interest (however designated) in any Person;
and

          (b) any option, warrant, purchase right, conversion right, exchange
rights or other Contractual Obligation which would entitle any Person to acquire
any such interest in such Person or otherwise entitle any Person to share in the
equity, profit, earnings, losses or gains of such Person.

          "Extension Date" is defined in Section 7.2.

          "Extension Period" is defined in Section 7.2.

          "FAA" means the United States Federal Aviation Administration.

          "Final Statement of Net Working Capital" is defined in Section 2.6.4.

          "Flight Services Agreement" means the Flight Services Agreement among
Atlas Air, Polar and the Company, which shall be substantially in the form of
Exhibit H hereto.

          "Foreign Authorities" means any national, local, quasi-governmental,
regulatory, or other Governmental Entity, or any public corporation or private
entity in a country other than the United States that exercises jurisdiction
over the issuance of Permits to serve any point on any of the Core Routes or to
conduct the operations over the Core Routes.

          "Foreign Permits" means Permits issued by Foreign Authorities.

          "Foreign Slot" means the right to conduct one takeoff or landing at a
foreign airport at a specific time or in a specific time period on a specific
day of the week.

          "GAAP" means generally accepted accounting principles in the U.S. as
in effect from time to time.

          "General Sales & Services Agency Agreement" means the General Sales &
Services Agency Agreement, between Atlas Air and the Company, which shall be
substantially in the form of Exhibit I hereto.

          "Governmental Entity" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank organization, or other entity exercising executive, legislative,
judicial, taxing or regulatory powers, including any airport authority.

          "Guarantee" means, with respect to any Person, any guarantee of the
payment or performance of, or any contingent obligation in respect of, any Debt
or other Liability of any other Person.


                                      -7-

<PAGE>

          "Hazardous Substance" means any pollutant, petroleum or any fraction
thereof, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos,
radioactivity, molds, contaminant or toxic or hazardous material, substance or
waste or any other substance that is regulated pursuant to or could give rise to
Liability under any Environmental Law.

          "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976.

          "Indemnified Party" means, with respect to any Indemnity Claim, the
party asserting such claim under Section 8.1 or Section 8.2, as the case may be.

          "Indemnifying Party" means, with respect to any Indemnity Claims, the
Investor Indemnified Persons or the Company Indemnified Persons under Section
8.1 or Section 8.2, as the case may be, against whom such claim is asserted.

          "Indemnity Agreement" means the Indemnity Agreement among the
Investor, AAWW and the Company, which shall be substantially in the form of
Exhibit J hereto.

          "Infringes" is defined in Section 3.9.1.

          "Initial Deferred Payment" is defined in Section 2.2(a)(ii).

          "Insurance Policies" is defined in Section 3.22.1.

          "Intellectual Property" means the right, title and interest in and to
all proprietary rights of every kind and nature, including all rights and
interests pertaining to or deriving from:

          (a) patents, copyrights, mask work rights, technology, know-how,
processes, trade secrets, algorithms, inventions, works, proprietary data,
databases, formulae, research and development data and computer software or
firmware;

          (b) trademarks, trade names, service marks, service names, brands,
trade dress and logos, and the goodwill and activities associated therewith;

          (c) domain names, rights of privacy and publicity, moral rights, and
proprietary rights of any kind or nature, however denominated, in all media; and

          (d) any and all registrations, applications, recordings, licenses and
common-law rights relating to any of the foregoing.

          "Investor" is defined in the Preamble.

          "Investor Indemnified Person" is defined in Section 8.1.1.

          "Investor's Objection" is defined in Section 2.6.2.

          "Investor Shares" is defined in the Recitals.

          "IRS" means the Internal Revenue Service.


                                      -8-

<PAGE>

          "Key Employees" means those individuals listed in Section 1.1(a) of
the Company Disclosure Schedule.

          "Knowledge of the Company" means the actual knowledge upon reasonable
inquiry of the individuals listed in Section 1.1(b) of the Company Disclosure
Schedule.

          "Labor Union" means the Air Line Pilots Association.

          "Lease" is defined in Section 3.8.2.

          "Leased Property" is defined in Section 3.8.2.

          "Liable" or "Liability" means, with respect to any Person, any
liability or obligation of such Person whether known or unknown, whether
asserted or unasserted, whether determined, determinable or otherwise, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, whether incurred or consequential, whether due or to become due,
in each case as required under GAAP to be recorded in the financial statements
of such Person.

          "Losses" is defined in Section 8.1.1.

          "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

          "Net Working Capital" means current assets minus current liabilities;
provided, however, that Tax assets and Tax liabilities (in each case whether
current or deferred) and amounts payable to or from the Company with respect to
any notes between the Company and AAWW shall be excluded from the determination
of Net Working Capital.

          "New York Courts" is defined in Section 9.13.

          "Non-Core Licenses" means all Permits, other than Core Licenses, held
by Polar as of the date of execution of the Agreement, including (a) Permits
relating to air routes other than the Core Routes and (b) the certificates and
exemptions issued by the DOT listed on Section 1.1(c) of the Company Disclosure
Schedule.

          "Notified Non-Core Licenses" is defined in Section 3.11.2(a).

          "One-Year Interest Rate" means the offered rate for one-year U.S.
dollar deposits which appears on US LIBOR Telerate Page 3750 as of approximately
11:00 a.m., London time on the Closing Date.

          "Order" means any order, writ, judgment, injunction, decree,
stipulation, ruling, determination or award entered by any entity possessing
competent jurisdiction over the Action underlying such dispute.

          "Ordinary Course of Business" means the ordinary course of the
businesses of the Company and Polar, taken as a whole, subject to the
Contemplated Transactions.


                                      -9-

<PAGE>

          "Parties" and "Party" are defined in the Preamble.

          "Permitted Encumbrance" is defined to include:

          (a) statutory Encumbrances for current Taxes, special assessments or
other governmental charges not yet due and payable or which are being contested
in good faith through the appropriate proceedings;

          (b) mechanics', materialmen's, carriers', workers', repairers' and
similar statutory liens arising or incurred in the Ordinary Course of Business;

          (c) zoning, entitlement, building and other land use regulations
imposed by any Governmental Entity having jurisdiction over any real property
leased by the Company or Polar which are not violated in any material respect by
the current use and operation of real property by the Company and Polar;

          (d) deposits or pledges made in connection with, or to secure payment
of, worker's compensation, unemployment insurance, old age pension programs
mandated under Applicable Law;

          (e) covenants, conditions, restrictions, easements, encumbrances and
other similar matters of record affecting title to but not adversely affecting
current occupancy or use of the real property leased by the Company or Polar in
any material respect;

          (f) those items listed in Section 1.1(d) of the Company Disclosure
Schedule; and

          (g) other minor imperfections of title or Encumbrances, if any, that
individually or in the aggregate, do not materially impair the continued use and
operation of any Assets to which they relate in the conduct of the Business as
currently conducted.

          "Permits" means all permits, approvals, orders, authorizations,
consents, licenses, certificates, franchises, or other similar authorization of,
exemption from, or filing or registration with, or issued by, any Governmental
Entity, including but not limited to the Route Rights, the Foreign Permits and
the Foreign Slots.

          "Person" means any individual or corporation, association,
partnership, limited liability company, joint venture, joint stock or other
company, business trust, trust, organization, Governmental Entity or other
entity of any kind.

          "Polar" is defined in the Recitals.

          "Polar Conversion" means the conversion of Polar Air Cargo, Inc. to a
California limited liability company, which shall not elect to be taxable as an
association under Treas. Reg. Section 1.7701-3.

          "Polar Distribution" means the distribution by the Company to AAWW of
all of Company's Equity Interests of Polar.


                                      -10-

<PAGE>

          "Polar Note Assumption" means the assumption by AAWW of the Company's
note issued to Polar, and the resulting release of the Company from liability
thereunder, as consideration for the Asset Conveyance.

          "Post-Closing Tax Period" means a taxable period beginning after the
Closing Date and the portion after the Closing Date of any taxable period that
includes (but does not end) on the Closing Date.

          "Preliminary Closing Statement of Net Working Capital" is defined in
Section 2.6.1.

          "Pro Forma Balance Sheet" is defined in Section 3.6.1.

          "Purchase Price" is defined in Section 2.2.

          "Put/Call Agreement" means the Aircraft Lease Put/Call Agreement by
and among the Company, Atlas Air and the Investor which shall be substantially
in the form of Exhibit K hereto.

          "Representative" means, with respect to any Person, any director,
officer, employee, agent, consultant, advisor, or other representative of such
Person, including legal counsel, accountants, and financial advisors.

          "Route Rights" means (a) the certificates of public convenience and
necessity and exemptions issued by the DOT to Polar, along with related
Designations and DOT awarded frequency allocations as listed on Section 1.1(e)
of the Company Disclosure Schedule and (b) the Foreign Slots issued to and held
by Polar as listed on Section 1.1(f) of the Company Disclosure Schedule.

          "Sale" is defined in the Recitals.

          "SEC" means the U.S. Securities and Exchange Commission.

          "Second Deferred Payment" is defined in Section 2.2(a)(iii).

          "Shared Services Agreement" means the Shared Services Agreement
between Atlas Air and the Company, which shall be substantially in the form of
Exhibit L hereto.

          "Standby Aircraft Wet Lease Agreement" means collectively the Standby
Aircraft Wet Lease Agreements between Atlas Air and the Company providing for
the wet lease of Boeing 747-200 or Boeing 747-400 aircraft from Atlas Air to the
Company, which shall be substantially in the form of Exhibit M hereto.

          "Stockholders Agreement" means the Stockholders Agreement among the
Investor, AAWW and the Company, dated as of the Closing Date, which shall be
substantially in the form of Exhibit N hereto.


                                      -11-

<PAGE>

          "Tax" or "Taxes" means any and all federal, state, local, or non-U.S.
income, gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, customs duties, capital
stock, franchise, profits, withholding, social security (or similar, including
FICA), unemployment, disability, real property, personal property, sales, use,
transfer, registration, value added, alternative or add-on minimum, estimated,
or other tax of any kind or any charge of any kind in the nature of (or similar
to) taxes, including any interest, penalty, or addition thereto.

          "Tax Return" means any federal, state, local, or foreign return,
declaration, report, claim for refund, or information return or statement
relating to Taxes, including any and all schedules or attachments thereto, and
including any amendment thereof.

          "Termination Date" is defined in Section 7.1.1.

          "Third Party Claim" is defined in Section 8.4.1.

          "Transaction Documents" means, collectively:

          (a)  the Ancillary Agreements;

          (b)  the Asset Conveyance Agreement;

          (c)  Indemnity Agreement;

          (d)  the DP Guarantee;

          (e)  the BSA Guarantee;

          (f)  the Stockholders Agreement; and

          (g)  the Contribution Agreement.

          "Transaction Related Proceeding" is defined in Section 9.13.

          "TSA" means the United States Transportation Security Administration.

          "Two-Year Interest Rate" means the offered rate for two-year U.S.
dollar deposits which appears on US LIBOR Telerate Page 3750 as of approximately
11:00 a.m., London time on the Closing Date.

          "United States Citizen" means a "Citizen of the United States" as
defined in 49 U.S.C. Section 40102(A)(15), as now in effect or as it may
hereafter from time to time be amended.

          "WARN" means the Worker Adjustment and Retraining Notification Act of
1988.

     1.2. Rules of Construction. Except as otherwise explicitly specified to the
contrary, (i) references to a Section, Sub-section, Exhibit or Schedule means a
Section, Sub-section, Exhibit or Schedule to this Agreement, unless another
agreement is specified, (ii) the words "hereof," "herein," "hereunder" and words
of similar import shall refer to this Agreement as a whole and


                                      -12-

<PAGE>

not to any particular Section or provision of this Agreement, and reference to a
particular Section of this Agreement shall include all subsections thereof,
(iii) the word "including" will be construed as "including without limitation,"
(iv) the words "party" and "parties" shall refer to the Parties, (v) definitions
shall be equally applicable to both the singular and plural forms of the terms
defined, and references to the masculine, feminine or neuter gender shall
include each other gender, (vi) accounting terms used herein and not otherwise
defined herein are used herein as defined by GAAP in effect as of the date
hereof, consistently applied, (vii) references to any Applicable Law, a
particular statute or regulation include all rules and regulations thereunder
and any successor statute, rules or regulation, in each case as amended and in
effect as of the date of execution of this Agreement unless otherwise expressly
specified, (viii) references to "$" or dollars are to United States currency and
(ix) references to a particular Person include such Person's successors and
assigns to the extent not prohibited by this Agreement.

                          SECTION 2. PURCHASE AND SALE

     2.1. The Closing. At the closing of the Sale (the "Closing"), and subject
to the applicable terms and conditions of this Agreement, the Company agrees to
consummate the Sale of the Investor Shares, and the Investor agrees to purchase
the Investor Shares from the Company, for the Purchase Price. Subject to Section
7.2 hereof, the Closing will occur on or about January 15, 2007 or after the
satisfaction or waiver of the conditions to the Closing set forth in Section 6
of this Agreement, if earlier (the "Closing Date"), in each case prior to the
Drop Dead Date. The Closing will be held at the offices of Ropes & Gray LLP, 45
Rockefeller Plaza, New York, NY 10111 or 1211 Avenue of the Americas, New York,
NY 10036, as applicable.

     2.2. Purchase Price. The aggregate consideration to be paid by the Investor
to the Company for the Investor Shares will be one hundred fifty million dollars
($150,000,000) plus the applicable interest, subject to adjustment under Section
2.6, which consist of the following (in the aggregate, the "Purchase Price"):

          (a) an aggregate consideration equal to the cash consideration payable
     as follows:

               (i)  payment on the Closing Date by wire transfer of immediately
                    available funds (to an account designated by the Company at
                    least two (2) business days in advance of when such payment
                    is to be made) in the aggregate amount of seventy-five
                    million dollars ($75,000,000) (the "Closing Cash
                    Consideration"), and

               (ii) subject to Section 2.4, payment by wire transfer of
                    immediately available funds (to an account designated by the
                    Company at least two (2) business days in advance of when
                    such payment is to be made) in the aggregate amount of (A)
                    $37,500,000 plus (B) interest thereon from (but not
                    including) the Closing Date to and including the date of
                    payment, at a rate per annum equal to the One-Year Interest
                    Rate (the "Initial Deferred Payment"), and


                                      -13-

<PAGE>

               (iii) subject to Section 2.4, payment by wire transfer of
                    immediately available funds (to an account designated by the
                    Company at least two (2) business days in advance of when
                    such payment is to be made) in the aggregate amount of (A)
                    $37,500,000 plus (B) interest thereon from (but not
                    including) the Closing Date to and including the date of
                    payment, at a rate per annum equal to the Two-Year Interest
                    Rate (the "Second Deferred Payment", and together with the
                    Initial Deferred Payment, the "Deferred Payments").

     2.3. Deferred Payments.

          (a) The Deferred Payments will be guaranteed in full by the DP
     Guarantee and if these amounts are not paid when due and payable at the
     applicable dates set forth in Section 2.4 below, then the principal amount
     of the Deferred Payments shall bear interest at the Default Rate on the
     unpaid amount, and such interest at the Default Rate shall accrue daily
     from the date on which the overdue amount is made in full. All computations
     of interest on the Deferred Payments provided for in this Agreement shall
     be made on the basis of a 365-day year and the actual number of days
     occurring in the period for which such interest is payable.

          (b) The Investor's obligation to make the Deferred Payments shall be
     subject to delivery by the Company of a certificate of its Chief Executive
     Officer certifying that all contributions required of the holder of Class A
     Common Stock in connection with the Contribution Agreement between the
     Company and the holder of the Class A Common Stock have been made.

     2.4. Payment of the Deferred Payments.

          2.4.1. Payment of the Deferred Payments. Subject to the notice
provided in accordance with Section 2.4.2(a), or Section 2.4.2(b) hereof, and
subject to the delivery of a compliance certificate referred to in Section
2.3(b) above, the Deferred Payments shall be made as follows:

          (a) on January 15, 2008, the Initial Deferred Payment shall become due
     and payable, and

          (b) on November 17, 2008, the Second Deferred Payment shall become due
     and payable.

          2.4.2. Prepayments of the Deferred Payments.

          (a) If, at any time prior to July 31, 2007, the Investor shall provide
     notice to the Company that the date that the Investor shall begin placing
     materials on services operated by the Company pursuant to the Blocked Space
     Agreement (any such date, the "BSA Commencement Date") shall be March 31,
     2008, then the payment date with respect to the Second Deferred Payment
     shall be adjusted to April 15, 2008.


                                      -14-
<PAGE>

          (b) If, at any time prior to the BSA Commencement Date, the Investor
     shall provide notice to the Company requesting that the BSA Commencement
     Date shall be a date other than March 31, 2008 but prior to October 31,
     2008, then the Investor shall pay any remaining Deferred Payments within
     fifteen (15) calendar days after the BSA Commencement Date.

          2.4.3. Payment Method. With respect to the payment due on the
applicable payment date specified in Section 2.4 hereof, the Investor shall make
(or cause to be made) a payment by wire transfer of immediately available funds
(to an account designated by the Company at least two (2) business days in
advance of when such payment is to be made).

     2.5. Payments, Actions and Deliveries on the Closing Date.

          (a) Before the Closing Date, the Polar Conversion, followed by the
     Asset Conveyance and then followed by the Polar Distribution and the
     simultaneous Polar Note Assumption will be consummated;

          (b) On or before the Closing Date, the Company will have filed with
     the Secretary of State of the State of Delaware an amendment and
     restatement to the Company Charter and amended and restated the Company
     By-laws;

          (c) On or before the Closing Date, the Company will deliver to the
     Investor one or more stock certificates representing the Investor Shares;

          (d) On or before the Closing Date, the Investor will make (or cause to
     be made) a payment by wire transfer of immediately available funds (to an
     account designated by the Company at least two (2) business days in advance
     of when such payment is to be made) in the aggregate amount of the Closing
     Cash Consideration; and

          (e) On or before the Closing Date, each Party thereto will deliver to
     the other parties thereto, as appropriate, a signature page (or counterpart
     signature page) to each of the Transaction Documents.

     2.6. Adjustment to the Cash Consideration.

          2.6.1. Preparation of Preliminary Closing Statement of Net Working
Capital. As soon as reasonably possible after the Closing Date (but not later
than sixty (60) days thereafter), the Company shall prepare and deliver to the
Investor, an unaudited statement of financial condition of the Company as of the
Closing Date, after giving effect to the Contemplated Transactions on a pro
forma basis, and shall include a calculation of the Company's Net Working
Capital on and as of the Closing Date (collectively, the "Preliminary Closing
Statement of Net Working Capital"). The Preliminary Closing Statement of Net
Working Capital shall be prepared in the same manner and using the same
accounting policies, principles, bases, methods and calculation principles as
used by the Company in the preparation of the Pro Forma Balance Sheet.

          2.6.2. Extension of Preliminary Closing Statement of Net Working
Capital. The Investor, upon receipt of the Preliminary Closing Statement of Net
Working Capital, shall (i)


                                      -15-

<PAGE>

review the Preliminary Closing Statement of Net Working Capital and (ii) to the
extent the Investor may deem necessary, make reasonable inquiry of the Company
relating to the preparation of the Preliminary Closing Statement of Net Working
Capital. Consistent with the terms of the Stockholders Agreement, the Investor
shall have reasonable access, upon prior written notice and during normal
business hours, to the books, papers and records of the Company relating to the
preparation of the Preliminary Closing Statement of Net Working Capital in
connection with such inquiry. The Preliminary Closing Statement of Net Working
Capital shall be binding and conclusive upon, and deemed accepted by, the
Investor unless the Investor shall have notified the Company in writing of any
objections thereto (the "Investor's Objection") within forty-five (45) days
after receipt of the Preliminary Closing Statement of Net Working Capital.

          2.6.3. Disputes.

          (a) In the event of an Investor's Objection, the Company shall have
     forty-five (45) days to review and respond to the Investor's Objection and
     the Company and the Investor shall attempt to resolve the differences
     underlying the Investor's Objection within forty-five (45) days following
     completion of the Company's review of the Investor's Objection. Amounts,
     net of any disputes, are to be paid as soon as practicable by the paying
     Party, but in any event, within five (5) Business Days after the Investor's
     Objection.

          (b) Disputes between the Company and the Investor that cannot be
     resolved by them within such forty-five (45) day period shall be referred
     promptly after such forty-fifth (45th) day for decision to a
     nationally-recognized independent public accounting firm, which shall be
     Deloitte & Touche USA LLP or another firm to be agreed to between the
     Company and the Investor (and which firm shall not be the independent
     auditors for either the Company or the Investor) (the "Auditor"). The
     Auditor shall act as arbitrator and determine, based solely on
     presentations by the Company and the Investor and on the basis of the
     standards set forth in Section 2.6.1 and only with respect to the remaining
     differences with respect to objections raised in the Investor's Objection,
     whether and to what extent, if any, the Preliminary Closing Statement of
     Net Working Capital requires adjustment.

          (c) The Auditor shall deliver its written determination, including,
     without limitation, as to the adjustments, if any, to the Preliminary
     Closing Statement of Net Working Capital and the calculations supporting
     any adjustments, to the Company and the Investor no later than the
     thirtieth (30th) day after the remaining differences underlying the
     Investor's Objection are referred to the Auditor (or such longer period of
     time as the Auditor determines is necessary). The Auditor's determination
     shall be conclusive and binding upon the Parties. The fees and
     disbursements of the Auditor shall be allocated between the Company and the
     Investor in such a way that the Investor shall be responsible for that
     portion of the fees and expenses equal to such fees and expenses multiplied
     by a fraction, the numerator of which is the aggregate dollar value of
     disputed items submitted to the Auditor that are resolved against the
     Investor (as finally determined by the Auditor), and the denominator of
     which is the total dollar value of the


                                      -16-
<PAGE>

     disputed items so submitted, and the Company shall be responsible for the
     remainder of such fees and expenses.

          (d) The Company and the Investor shall make readily available to the
     Auditor all relevant information, books and records and any work papers
     relating to the Preliminary Closing Statement of Net Working Capital and
     all other items reasonably requested by the Auditor.

          (e) In no event may the Auditor's resolution of any difference be for
     an amount that is outside the range of the Company's and Investor's
     disagreement. The Parties agree to enter into and become party to any
     agreement or other Order delivered by the Auditor that complies in all
     material respects with the provisions of this Section 2.6.

          2.6.4. Final Statement of Net Working Capital. The Preliminary Closing
Statement of Net Working Capital (after giving effect to any adjustment pursuant
to Section 2.6.3), shall become final and binding upon the parties upon the
earliest of (i) the failure by the Investor to object thereto within the period
permitted under Section 2.6.2, (ii) the agreement between the Company and the
Investor with respect to the full resolution of an Investor's Objection and
(iii) the decision by the Auditor with respect to any disputes as provided for
in Section 2.6.3. The Preliminary Closing Statement of Net Working Capital, as
adjusted pursuant to the agreement of the parties or decision of the Auditor,
when final and binding is referred to herein as the "Final Statement of Net
Working Capital."

          2.6.5. Adjustments to the Cash Consideration. As soon as practicable
(but not more than five (5) Business Days) after the date on which the Final
Statement of Net Working Capital shall have been determined in accordance with
this Section 2.6:

          (a) the Investor shall pay to the Company, by wire transfer in
     immediately available funds, the amount, if any, by which the Net Working
     Capital as of and at the Closing Date as reflected in the Final Statement
     of Net Working Capital is greater than zero ($0), which shall constitute an
     immediate upward adjustment of the Cash Consideration in such amount, or

          (b) the Company shall pay to the Investor, by wire transfer in
     immediately available funds, the amount, if any, by which the Net Working
     Capital as of and at the Closing Date and as reflected in the Final
     Statement of Net Working Capital is less than zero ($0), which shall
     constitute an immediate downward adjustment of the Cash Consideration in
     such amount.

            SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     In order to induce the Investor to enter into this Agreement and consummate
the Contemplated Transactions, the Company hereby represents and warrants to the
Investor as follows:

     3.1. Organization and Standing; Books and Records.


                                      -17-

<PAGE>

          3.1.1. The Company is a corporation duly organized, validly existing
and in good standing under the laws of Delaware.

          3.1.2. The Company is in good standing in the State of Delaware, and
at the Closing Date, will be, duly qualified and in good standing (to the extent
such concepts apply) to conduct its Business as an out-of-state corporation, in
New York and in each other jurisdiction set forth in Section 3.1.2 of the
Company Disclosure Schedule in which the conduct or nature of the Business,
performance under the Ancillary Agreements, or the ownership, leasing or holding
of the Assets makes such qualification necessary, in each case, except as would
not have a Company Material Adverse Effect.

          3.1.3. The Company has made available to the Investor copies of the
following documents, each of which was true and correct in all material respects
as provided and will be true and correct as of the Closing Date:

          (a) the Company's Charter and the Company By-laws; and

          (b) the stock transfer records and the minute books of the Company.

     3.2. Power and Authority; Enforceability. The Company has full corporate
power and authority to execute this Agreement and each of the Company and the
Company Affiliates has (or will have at the Closing, as applicable) all
corporate power and authority to deliver, execute and perform under the
Transaction Documents to which it is (or will be) a party and to consummate and
perform its obligations under the Contemplated Transactions. The execution and
delivery by the Company of this Agreement and the execution and delivery by each
of the Company and the Company Affiliates of the Transaction Documents to which
it is (or will be) a party and the consummation and performance by each of the
Company and the Company Affiliates of its obligations under the Contemplated
Transactions and the Transaction Documents have been duly authorized, or will be
duly authorized at the Closing, as applicable, by all necessary corporate
actions on the part of the Company or the Company Affiliates, as applicable, and
no further corporate actions or proceedings are (or will be) required on the
part of the Company or the Company Affiliates, as applicable, in connection
therewith. The Company has duly executed and delivered this Agreement, and as of
the Closing Date, will have duly executed and delivered each of the Transaction
Documents to which it is (or will be) a party, and this Agreement constitutes,
and each of the Transaction Documents to which it is (or will be) a party will
constitute a legal, valid and binding obligation of the Company and the Company
Affiliates, as applicable, Enforceable against it in accordance with its terms.

     3.3. Noncontravention. Except as disclosed in Section 3.3 of the Company
Disclosure Schedule, neither the execution, delivery nor performance by the
Company or the Company Affiliates, as applicable, of this Agreement or any
Transaction Document to which it is (or will be entering into as of the
applicable date) a party, nor the consummation of the Contemplated Transactions
will:

          (a) assuming the taking of any action by (including any authorization,
     consent or approval), or in respect of, or any filing with, any
     Governmental Entity, in each case,


                                      -18-

<PAGE>

     as disclosed in Section 3.3 of the Company Disclosure Schedule, violate any
     Applicable Law;

          (b) result in a material breach or violation of, or default under, any
     material Contractual Obligation of the Company or the Company Affiliates or
     give rise to any right of termination, cancellation, modification or
     acceleration of any material right or obligation or to a loss of any
     material benefit relating to the Business;

          (c) result in the creation of any material Liability on the part of
     the Company, other than Liabilities reflected in the Pro Forma Balance
     Sheet, Liabilities arising under the Transaction Documents or in
     conjunction with the consummation of the Contemplated Transactions or
     Liabilities in the Ordinary Course of Business consistent with past
     practice;

          (d) require any action by (including any authorization, consent or
     approval) or in respect of (including notice to), any Person under any
     material Contractual Obligation of the Company or the Company Affiliates;

          (e) result in the creation or imposition of an Encumbrance upon, or
     the forfeiture of, any Asset material to the Business; or

          (f) result in a breach or violation of, or default under, the Company
     Charter or the Company By-Laws as in effect at the applicable date.

     3.4. Capitalization of the Company; Ownership; Encumbrance; Subsidiaries.

          3.4.1. As of each applicable date (the date of execution of this
Agreement and the Closing Date, as the case may be), the entire authorized
capital stock of the Company shall be as set forth in Section 3.4.1 of the
Company Disclosure Schedule. All of the outstanding shares of capital stock of
the Company have been duly authorized, validly issued, and fully paid and
non-assessable.

          3.4.2. The Company holds no shares of its capital stock in its
treasury.

          3.4.3. Except as contemplated by the Transaction Documents:

          (a) there are no pre-emptive rights conversion rights, stock
     appreciation rights, redemption rights, repurchase rights options, warrants
     or other similar rights, agreements or arrangements in respect of any
     Equity Interests in the Company or Polar, other than as provided in the
     Company Charter or pursuant to the Contemplated Transactions; and

          (b) there are no existing rights with respect to registration under
     the 1933 Act of any Equity Interests in the Company.

          3.4.4. On the Closing Date, the Investor Shares, when issued, sold and
delivered in accordance with the terms set forth in this Agreement and the
Company Charter, will be validly issued, fully paid and nonassessable and free
of restrictions on transfer other than


                                      -19-

<PAGE>

restrictions on transfer under this Agreement or the Transaction Documents,
Applicable Law or Encumbrances created by or imposed by the Parties hereto.
Assuming the accuracy of the representations of the Investor in Section 4.2 and
Section 4.5 of this Agreement, upon the Closing, the Investor Shares will be
issued in compliance with all Applicable Laws (except, to the extent applicable,
pursuant to any applicable "blue sky" laws, if any, or laws issued by
Governmental Entities other than the United States).

          3.4.5. As of the date hereof the Company owns (a) all of the
outstanding Equity Interests of Polar and (b) no Equity Interests in any other
Person. As of the Closing Date, the Company will own no Equity Interests in any
Person.

     3.5. Company Indebtedness. As of the Closing Date, the Company will have no
Debt other than (i) Debt categorized as current liabilities and reflected in the
Final Statement of Net Working Capital or (ii) Debt as scheduled on Section 3.5
of the Company Disclosure Schedule.

     3.6. Financial Statements.

          3.6.1. Pro Forma Balance Sheet. The Company has attached to Section
3.6.1 of the Company Disclosure Schedule the unaudited pro forma balance sheet
of the Company at September 30, 2006, including schedules and notes thereto,
which gives effect to the Contemplated Transactions as if they had occurred on
such date (such balance sheet, the "Pro Forma Balance Sheet"), which Pro Forma
Balance Sheet (including the notes or schedules thereto) has been prepared in
accordance with the assumptions stated therein.

          3.6.2. Polar Financial Statements. The Company has attached to Section
3.6.2 of the Company Disclosure Schedule unaudited, unconsolidated balance
sheets of Polar at December 31, 2005 and September 30, 2006, together with
unaudited, unconsolidated statements of income and cash flows for the twelve
(12) and nine (9) months periods, respectively, then ended, which have been
prepared in accordance with GAAP and fairly present, in all material respects,
the financial condition of Polar on such dates and its results of operations and
cash flows for the periods then ended, except for normal year-end adjustments
and the absence of footnotes.

     3.7. Changes. Since September 30, 2006 and to the extent not otherwise
provided for in Section 3.7 of the Company Disclosure Schedule: (a) no Company
Material Adverse Effect has occurred and, to the Knowledge of the Company, no
event has occurred that has caused, or would reasonably be expected to cause, a
Company Material Adverse Effect, (b) no destruction, material damage or material
loss has occurred to the Assets, which would have a material impact on the
Company's ability to operate in the Ordinary Course of the Business following
the Closing, and (c) no change has occurred in any method of accounting or
accounting practice historically employed by the Company or Polar with respect
to the Business except for any such change required by reason of a concurrent
change in GAAP.

     3.8. Assets; Tangible and Real Property.

          3.8.1. At the Closing, the Company will have obtained good and valid
marketable title to the Assets, free and clear of all Encumbrances, except: (i)
Permitted Encumbrances, and (ii) Encumbrances disclosed in Section 3.8.1 to the
Company Disclosure


                                      -20-

<PAGE>

Schedule. Except as disclosed in Section 3.8.1 to the Company Disclosure
Schedule or as provided in the Transaction Documents or contemplated by the
Contemplated Transaction, no Company Affiliate other than AAWW, Atlas Air or
Polar, nor any officer, director or employee of the Company or a Company
Affiliate, owns any Equity Interest in the Company or has right of ownership or
title to the Assets that is material to the Business.

          3.8.2. Neither the Company nor Polar owns any real property that is
necessary to the operation of the Business as proposed to be conducted or for
performance under the Ancillary Agreements by the Company. Section 3.8.2 of the
Company Disclosure Schedule sets forth a true and complete list of all leases of
material real property to which the Company or Polar is party or will become a
party on or prior to the Closing Date, which are used, held for use, occupied or
operated in connection with the conduct of the Business or will be used, held
for use, occupied or operated in connection with the performance by the Company
under the Ancillary Agreements (each, a "Leased Property"). True and complete
copies of all agreements (including amendments, supplements, extensions and
modifications thereto) pursuant to which the Company is or is expected to be the
landlord, tenant, subtenant, or occupant in connection with the conduct of the
Business (each, a "Lease"), have been made available to the Investor. Upon
consummation of the Asset Conveyance, the Company will have a valid leasehold
interest in all Leased Property of the Company after taking into effect the
Asset Conveyance. Except as would not result in a Company Material Adverse
Effect, (a) each Lease is in full force and effect, Enforceable in accordance
with its terms against the Company or Polar, as applicable, and to the Knowledge
of the Company, the applicable counterparty thereto, and (b) there is no
material default under any Lease beyond any applicable notice, grace or cure
period, and neither the Company nor Polar has received or given any written
notice of any material default under any Lease currently in effect.

          3.8.3. The Assets, in conjunction with the Ancillary Agreements,
comprise all of the material assets, properties and rights, whether real or
personal, tangible or intangible, (a) used by the Company in or necessary to the
Business or (b) to be used by the Company in or necessary to the performance by
the Company or Polar of their obligations under the Ancillary Agreements. The
tangible Assets are being delivered pursuant to the Asset Conveyance in an "as
is" "where is" condition.

     3.9. Intellectual Property.

          3.9.1. Except as would not result in a Company Material Adverse Effect
and as set forth on Section 3.9.1 of the Company Disclosure Schedule, (a)
neither the Company nor Polar is party to any pending or, to the Knowledge of
the Company, threatened Actions, alleging that the Company or Polar's use in the
Business of their owned Intellectual Property infringes, misappropriates, or
otherwise violates ("Infringes") any Intellectual Property rights of third
parties, and, to the Knowledge of the Company (without any obligation of
reasonable inquiry), there is no valid basis for same, (b) there is no Action
against the Company nor Polar pending or, to the Knowledge of the Company,
threatened that alleges that the conduct of the Business has Infringed the
Intellectual Property rights of any third party, and (c) to the Knowledge of the
Company, none of the material Company or Polar Intellectual Property used in the
Business is being Infringed by any third parties.


                                      -21-

<PAGE>

          3.9.2. The Company and Polar own the material patents, registered
trademarks, registered copyrights or domain names used in the Business and other
than the items listed in Section 3.9.2 of the Company Disclosure Schedule, and
all such registered items of Intellectual Property are owned free and clear of
all Encumbrances (other than Permitted Encumbrances). All such Intellectual
Property listed on Section 3.9.2 of the Company Disclosure Schedule will be
transferred to the Company pursuant to the terms and conditions of the Asset
Conveyance Agreement. Other than trademark registrations that may be cancelled
or abandoned in the ordinary conduct of the Business, to the Knowledge of the
Company, the registered Intellectual Property listed on Section 3.9.2 of the
Company Disclosure Schedule is valid and Enforceable.

     3.10. Legal Compliance. Except as has not had, and would not reasonably be
expected to have, a Company Material Adverse Effect, and except as disclosed on
Section 3.10 of the Company Disclosure Schedule:

          (a) each of the Company and Polar is and has been in compliance with
     all Applicable Laws, and

          (b) the Company is not in breach or violation of, or default under,
     the Company Charter or the Company By-laws nor, to the Knowledge of the
     Company, is there a basis which could constitute such a breach, violation
     or default.

     3.11. Permits, Certificates and Route Rights.

          3.11.1. Except as provided in Section 3.11.1 of the Company Disclosure
Schedule or as would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect, as of the Closing:

          (a) the Company holds an AOC and the Core Licenses and has an Approved
     Security Program (x) necessary to conduct the Business as proposed to be
     conducted by the Company and (y) necessary to fully perform in all material
     respects the Ancillary Agreements; provided, however, that as of the
     Closing, the Company may not have acquired all Foreign Permits or Foreign
     Slots;

          (b) each of the Core Licenses held by the Company is valid, in full
     force and effect and Enforceable in accordance with its terms as held by
     the Company;

          (c) each of the Company and Polar will have fulfilled when due, or
     taken all action reasonably necessary to enable it to fulfill, all of its
     obligations under each of the Core Licenses and related to the transfer
     thereof;

          (d) none of the Governmental Entities that has issued any Core License
     has notified the Company or any Company Affiliate (i) of its intent to
     modify, revoke, terminate or fail to renew such Core License, now or in the
     future, which presents a reasonable likelihood of materially affecting the
     Company's ability to provide scheduled service over the Core Routes or (ii)
     that it is in material violation of the terms of such Core License and, to
     the Knowledge of the Company, no notice of such action has been received
     with respect thereto; and


                                      -22-

<PAGE>

          (e) (i) there is no pending or, to the Knowledge of the Company, no
     notice that there will be filed, any proceeding, application, petition,
     objection or other pleading by any third party with any Governmental
     Authority that presents a reasonable likelihood to materially affect the
     validity of the Core Licenses or which presents a reasonable likelihood to
     result in any material part of the Core Licenses being revoked, cancelled,
     suspended or adversely modified so as to materially affect the Company's
     ability to provide scheduled service over the Core Routes and (ii) to the
     Knowledge of the Company, no event has occurred that is reasonably likely
     to have a material effect on the Core Licenses so as to materially affect
     the Company's ability to provide scheduled service over the Core Routes.

          3.11.2. Except as provided in Section 3.11.2 of the Company Disclosure
Schedule or as would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect, as of the Closing:

          (a) the Company holds all of the Non-Core Licenses that have been
     notified by the Company to the Investor at or prior to the Closing (the
     "Notified Non-Core Licenses") and, immediately prior to the transfer of the
     AOC, Polar holds all of the other Non-Core Licenses;

          (b) each of the Notified Non-Core Licenses will be valid, in full
     force and effect and Enforceable in accordance with its terms as held by
     the Company, and each of the other Non-Core Licenses held by Polar
     immediately prior to the Closing will be valid, in full force and effect
     and Enforceable in accordance with its terms;

          (c) each of the Company and Polar will have fulfilled when due, or
     taken all action reasonably necessary to enable it to fulfill, all of its
     obligations under and related to the transfer of the Non-Core Licenses;

          (d) to the Knowledge of the Company, none of the Governmental Entities
     that has issued any Non-Core License has notified the Company or any
     Company Affiliate (i) of its intent to modify, revoke, terminate or fail to
     renew such Non-Core License, now or in the future, which presents a
     reasonable likelihood of materially affecting such Non-Core License or (ii)
     it is in material violation of the terms of such Non-Core License and, to
     the Knowledge of the Company, no such action has been threatened with
     respect thereto; and

          (e) to the Knowledge of the Company, there is no pending or no notice
     that there will be filed, any proceeding, application, petition, objection
     or other pleading by any third party with any Governmental Authority that
     presents a reasonable likelihood to materially affect the validity of the
     Non-Core Licenses or which presents a reasonable likelihood to result in a
     material part of the Non-Core Licenses being revoked, cancelled, suspended
     or adversely modified.

     3.12. Tax Matters. Except as set forth in Section 3.12 of the Company
Disclosure Schedule:


                                      -23-

<PAGE>

          (a) all material federal, state, local and foreign income Tax Returns
     required to be filed by the Company were timely filed, taking into account
     appropriate extensions and all such Tax Returns were true, correct and
     complete in so far as they reflect the Tax liability of the Company;

          (b) the Company and Polar have timely paid (or have paid on their
     behalf) in full all Taxes due (whether or not shown as due and payable on
     the Tax Returns), and there are no material liens with respect to Taxes
     upon the Assets or any of the other assets or properties of the Company,
     other than Permitted Encumbrances;

          (c) as of September 30, 2006, the Company did not have any material
     accrued and unpaid current Taxes;

          (d) all withholding Taxes that either the Company or Polar was
     required to withhold have been withheld and paid over to the proper
     Governmental Entities to the extent due and payable;

          (e) neither the Company nor Polar nor any Company Affiliate has
     received written notice of any audit or of any proposed deficiencies from
     the IRS or any other Tax authority with respect to Taxes of the Company or
     Polar or relating to the Business;

          (f) there are in effect no waivers of applicable statutes of
     limitations with respect to any Taxes owed by the Company or Polar for any
     open tax year;

          (g) neither the IRS nor any other Tax authority is now asserting or,
     to the Knowledge of the Company, threatening to assert against the Company
     or Polar any deficiency or claim for additional Taxes. No written claim has
     ever been made by any Tax authority in a jurisdiction where neither the
     Company nor Polar files Tax Returns that it is or may be subject to
     taxation by that jurisdiction;

          (h) to the Knowledge of the Company, neither the Company nor Polar (i)
     has been a member of an affiliated group (other than a group the common
     parent of which is AAWW, an Affiliate or subsidiary of AAWW, or General
     Electric Company or a direct or indirect subsidiary of General Electric
     Company) filing a consolidated federal income Tax Return or (ii) has any
     Liability for Taxes of any Person (other than a Person in an affiliated
     group described in clause (i)) arising from the application of Treasury
     Regulation Section 1.1502-6 or any analogous provision of state, local or
     foreign law, or as a transferee or successor, by contract, or otherwise
     (other than pursuant to a commercial contract, such as a lease or a
     customer contract);

          (i) neither the Company nor Polar is a party to, is bound by or has
     any obligation under any Tax sharing or Tax indemnity agreement or similar
     contract or arrangement (other than commercial contracts, such as leases or
     customer contracts);

          (j) neither the Company nor Polar has been either a "distributing
     corporation" or a "controlled corporation" in a distribution occurring
     during the last five years in which the parties to such distribution
     treated the distribution as one to which Section 355 of the Code is
     applicable;


                                      -24-

<PAGE>

          (k) no closing agreement pursuant to Section 7121 of the Code (or any
     similar provision of state, local or foreign law) has been entered into by
     or with respect to the Company or Polar;

          (l) the Company will not be required to include amounts in income, or
     exclude items of deduction, in a Post-Closing Tax Period as a result of (i)
     an installment sale or open transaction arising in a taxable period (or
     portion thereof) ending on or before the Closing Date, (ii) deferred gains,
     as described in section 1502 of the Code and the Treasure Regulations
     thereunder, arising prior to the Closing Date or (iii) a prepaid amount
     received, or paid, prior to the Closing Date; and

          (m) no changes in methods of accounting for Tax purposes or other Tax
     elections were made by or with respect to the Company or Polar during the
     period which began on August 1, 2004 and ended on September 30, 2006.

     3.13. Environmental Matters.

          3.13.1. Except as set forth in Section 3.13 of the Company Disclosure
Schedule and except as would not, individually or in the aggregate, reasonably
be expected to have a Company Material Adverse Effect:

          (a) the Company and Polar are in compliance with all, and have not
     violated any, Environmental Laws;

          (b) there is no Action pending or, to the Knowledge of the Company,
     threatened against the Company or Polar in respect of (i) noncompliance
     with any Environmental Laws, (ii) the release or threatened release of any
     Hazardous Substance, or (iii) the handling, storage, use, transportation,
     disposal or arrangement for disposal of any Hazardous Substance;

          (c) neither the Company nor Polar has received written notice of any
     past or continuing release or threatened release of any Hazardous Substance
     into the indoor or outdoor environment at, under, onto or from any real
     property (including any real property currently or formerly owned, operated
     or leased by the Company or Polar), and, to the Knowledge of the Company,
     no such release or threatened release is occurring or has occurred at,
     under, onto or from any such real property that could reasonably be
     expected to result in Liability, obligation or costs to the Company or
     Polar under any Environmental Law;

          (d) neither the Company nor Polar has entered into any consent decree
     or other agreement with any Governmental Entity under any Environmental
     Law, and neither the Company nor Polar is subject to any Order or similar
     requirement relating to compliance with any Environmental Law or to
     Hazardous Substances; and

          (e) neither the Company nor Polar has assumed or retained, by contract
     or, to the Knowledge of the Company, by operation of law, any obligation
     under any Environmental Law or concerning any Hazardous Substances.


                                      -25-

<PAGE>

          3.13.2. The Company has made available to the Investor true and
complete copies of all environmental reports, studies, audits and similar
documents containing material information regarding the Company's or Polar's
environmental compliance, obligations or Liabilities that are in the possession
or control of the Company or Polar.

     3.14. Contractual Obligations.

          3.14.1. Except as set forth in Section 3.14 of the Company Disclosure
Schedule, the Transaction Documents or as otherwise subject to the Contemplated
Transactions, neither the Company nor Polar is a party to or bound by:

          (a) any Contractual Obligation for the purchase or sale of any
     personal property, or for the furnishing or receipt of services, in each
     case, which is not terminable at the option of the Company on less than
     thirty (30) days notice and provides for aggregate payments to or by the
     Company in excess of five hundred thousand dollars ($500,000);

          (b) (i) any capital lease or (ii) any other lease or other Contractual
     Obligation, in each case relating to equipment providing for aggregate
     rental payments in excess of five hundred thousand dollars ($500,000) per
     year;

          (c) any Contractual Obligation, other than Contractual Obligations for
     Leased Property or leases relating to equipment used in the Business,
     relating to the lease or license of any Asset (including all customer
     lease, maintenance crew or other service agreements) considered material to
     the conduct of the Business;

          (d) any Contractual Obligation providing for the employment or
     consultancy of any Key Employee or otherwise providing Compensation or
     other benefits worth, in the aggregate greater than two hundred fifty
     thousand dollars ($250,000) per year to any officer, director, employee or
     consultant;

          (e) any other Contractual Obligation (or group of related Contractual
     Obligations) the performance of which involves consideration in excess of
     five hundred thousand dollars ($500,000) over the life of such Contractual
     Obligation which is not otherwise scheduled in the Company Disclosure
     Schedule pursuant to sub-sections (a) through (d) of this Section 3.14.1;

          (f) any Contractual Obligation limiting the ability of the Company to
     compete with any Person, other than those that would not materially affect
     the Company's ability to operate its Core Route services;

          (g) any Contractual Obligation granting an Encumbrance upon any
     material Asset or the stock of the Company;

          (h) any Contractual Obligation providing for indemnification to any
     other Person where such indemnification, if triggered, could be reasonably
     expected to result in a Liability to the Company in excess of one hundred
     thousand dollars ($100,000);


                                      -26-

<PAGE>

          (i) any Contractual Obligation which in the event of default would
     have a Company Material Adverse Effect; and

          (j) any amendments, modifications or supplements in respect of a
     Contractual Obligation of any of the types described in this Section 3.14.1
     (a) through (i) above.

          3.14.2. The Company has provided the Investor access to true, accurate
and complete copies of each written Contractual Obligations listed in Section
3.14 of the Company Disclosure Schedule except for certain competitor
agreements, in each case, as amended or otherwise modified and in effect, except
for such errors, inaccuracies or omissions as would not affect the Investor's
understanding of the material terms of such Contractual Obligations.

          3.14.3. To the Knowledge of the Company, all other parties to any
material Contractual Obligation listed in Section 3.14 of the Company Disclosure
Schedule are in compliance in all material respects with such obligations.

          3.14.4. Except as set forth in Section 3.14 of the Company Disclosure
Schedule, to the Knowledge of the Company each material customer contract is in
full force and effect and not in default so as to permit termination.

     3.15. Employee Transactions. Except as disclosed in Section 3.15 of the
Company Disclosure Schedule, the Company has not advanced or loaned an amount of
money to any of its officers, directors, stockholders, employees or consultants
or any family members or Affiliate thereof other than in the Ordinary Course of
Business and is not subject to any material Contractual Obligation with any of
its officers, directors, stockholders, employees or consultants or any family
members or Affiliate thereof except for employment or consulting agreements
entered into in the Ordinary Course of Business.

     3.16. Labor Matters; Employees and Contractors. Except as disclosed in
Section 3.16 of the Company Disclosure Schedule:

          (a) there is no work slowdown, lockout, work stoppage, picketing or
     strike, pending, or to the Knowledge of the Company, threatened between the
     Company or Polar, on the one hand, and its employees and contractors, on
     the other hand, and there have been no such issues since September 30,
     2006;

          (b) apart from those employees represented by the Labor Union, no
     employee of the Company or Polar is represented by any other labor
     organization;

          (c) neither the Company nor Polar is a party to, or otherwise subject
     to, any collective bargaining agreement or other Contractual Obligation
     with the Labor Union or any other labor organization;

          (d) to the Knowledge of the Company, no petition has been filed or
     proceedings instituted by an employee or contractor or group of employees
     or contractors employed or retained by the Company or Polar with the
     National Mediations Board seeking recognition of a bargaining
     representative;


                                      -27-

<PAGE>

          (e) to the Knowledge of the Company, there is no organizational effort
     currently being made or threatened by, or on behalf of, the Labor Union or
     any other labor organization to organize employees or contractors of the
     Company or Polar and no written demand for recognition of employees or
     contractors of the Company or Polar has been made by, or on behalf of, the
     Labor Union or any other labor organization;

          (f) to the Knowledge of the Company, there is no existing Contractual
     Obligation or Applicable Law that would require changes to the Company's or
     Polar's current arrangements with its employees or would require expansion
     of, or inclusion of additional members in the collective bargaining unit
     represented by the Labor Union;

          (g) apart from those Actions, which, individually or in the aggregate,
     would not result in a Company Material Adverse Effect, there is no unfair
     labor practice charge or complaint pending or threatened against or
     otherwise affecting the Company, Polar or the Business;

          (h) apart from those Actions, which, individually or in the aggregate,
     would not result in a Company Material Adverse Effect, no Action, suit,
     complaint, charge, arbitration, inquiry, proceeding or investigation by or
     before any Governmental Entity brought by or on behalf of any of the
     Company's or Polar's employees, prospective employees, former employees,
     retirees, or any labor organization that represents or seeks to represent
     any employee of the Company or Polar, is pending or threatened;

          (i) no grievance is pending which, if adversely determined to the
     Company or Polar, may reasonably be expected to result in a Liability,
     individually or in the aggregate, in excess of three million dollars
     ($3,000,000), or cause the Company or Polar to incur expenses or forgo
     operating savings in excess of three million dollars ($3,000,000);

          (j) neither the Company nor Polar is a party to, or otherwise bound
     by, any consent decree with any governmental agency relating to employees
     or employment practices;

          (k) to the Knowledge of the Company, each of the Company and Polar is
     in material compliance with all applicable laws, agreements, contracts,
     policies, plans and programs relating to employment, employment practices,
     compensation, benefits, hours, terms and conditions of employment,
     including but not limited to any and all obligations under the WARN; and

          (l) neither the Company nor Polar is liable for any severance pay or
     other payments to any employee or former employee arising from the
     termination of employment, nor will the Company or Polar have any Liability
     under any benefit or severance policy, plan, practice or agreement, or
     otherwise, in connection with the transactions contemplated hereunder.

     3.17. Litigation. Except as disclosed in Section 3.17 of the Company
Disclosure Schedule:


                                      -28-

<PAGE>

          (a) There is no Action pending, or to the Knowledge of the Company,
     threatened against the Company (or any Company Affiliate) that has or would
     have a reasonable likelihood of having an effect on the Company, its
     Business, its performance under the Ancillary Agreements, or the Company's
     ownership of, or interest in, any Asset or the use or exercise by the
     Company of any Asset, which (i) would, individually or in the aggregate,
     reasonably be expected to result in injunctive or equitable relief that
     could result in a Company Material Adverse Effect or (ii) involves or could
     reasonably be expected to involve a claim for damages in excess of two
     hundred fifty thousand dollars ($250,000);

          (b) There is no Action pending, or to the Knowledge of the Company,
     threatened, which (i) challenges or seeks the rescission of, or seeks to
     prevent, enjoin, alter or materially delay the consummation of the
     Contemplated Transactions or performance under the Transaction Documents by
     the Company or the Company Affiliates or (ii) will result in any change in
     the equity ownership of the Company; and

          (c) to the Knowledge of the Company, there is no basis for any of the
     foregoing.

     3.18. Governmental Orders. Except as disclosed on Section 3.18 of the
Company Disclosure Schedule, no Order which could reasonably be expected to have
a Company Material Adverse Effect has been issued that is applicable to the
Company, the Company Affiliates, the Assets, or the Business.

     3.19. Brokers, etc. Except as disclosed on Section 3.19 of the Company
Disclosure Schedule, none of the Company and the Company Affiliates has any
Liability of any kind to any broker, finder, investment bank or similar agent
with respect to the Contemplated Transactions and no such Person is entitled to
any brokerage or finder's fee in connection with the Contemplated Transactions
by this Agreement based upon agreements or arrangements made by or on behalf of
the Company or any Company Affiliate.

     3.20. Consents, Notices, etc.. Other than as provided in Section 3.20 of
the Company Disclosure Schedule, no consent, approval, permit, license, order or
authorization of, filing with, or notice or other actions to, with or by
Governmental Entity or any other Person, is necessary, on the part of the
Company and Company Affiliate, to effect the Contemplated Transactions or to
authorize the execution, delivery and performance by the Company and applicable
Company Affiliates, of the Transaction Documents.

     3.21. Undisclosed Liabilities. Except for Liabilities included or reserved
for in the Pro Forma Balance Sheet, as of September 30, 2006, the Company did
not have, and since September 30, 2006, the Company has not incurred Liabilities
that are material (individually or in the aggregate) to the Company other than
those incurred in the Ordinary Course of Business or in connection with this
Agreement, the other Transaction Documents and the Contemplated Transactions.

     3.22. Insurance.


                                      -29-
<PAGE>

          3.22.1. The Company (or one of its Affiliates) maintains policies of
fire, flood and casualty, general liability, directors and officers liability
and other forms of insurance in such amounts, with such deductibles and against
such risks and losses as are set forth in Section 3.22 of the Company Disclosure
Schedule to the extent that such risks and losses pertain to the Assets (the
"Insurance Policies") and except as set forth in Section 3.22 of the Company
Disclosure Schedule:

          (a) all such Insurance Policies are sufficient for compliance, in all
     material respects, with Applicable Law, Leased Property obligations of the
     Company and all other material Contractual Obligations to which the Company
     is a party and are, to the Knowledge of the Company, consistent with the
     types and levels of insurance of companies that maintain assets of a
     similar type and nature as the Assets that are insured by such Insurance
     Policies;

          (b) all such Insurance Policies are in full force and effect, and all
     premiums due and payable thereon have been paid and the Company has
     complied in all material respects with the provisions of such Insurance
     Policies;

          (c) no insurer under any such policy has canceled or generally
     disclaimed liability under any such policy outside of the Ordinary Course
     of the Business related to annual renewals or extensions nor, to the
     Knowledge of the Company, has any insurer indicated an intent to do so or
     to increase the premiums payable under or not renew any such Insurance
     Policy;

          (d) to the Knowledge of the Company, there is no fact or circumstance
     that could invalidate the Insurance Policies or make them unenforceable,
     except, in the case of Section 3.22(a), Section 3.22(b) and Section
     3.22(c), as, individually or in the aggregate, would not reasonably be
     expected to have a Company Material Adverse Effect; and

          (e) neither the Company nor any Company Affiliate has reached or
     exceeded its policy limits for any Insurance Policy during the past five
     (5) years.

     3.23. Related-Party Transactions. Except as set forth in Section 3.23 of
the Company Disclosure Schedule, and except as provided for pursuant to the
Transactions Documents or otherwise consistent with the Contemplated
Transactions, no Company Affiliate nor any officer, director or employee of the
Company or a Company Affiliate is a party or otherwise subject to any
Contractual Obligation with the Company relating to the Business or the Assets
other than (i) for Compensation for services rendered in excess of $250,000 per
annum, (ii) reimbursement for reasonable expenses incurred on behalf of the
Company and normal travel advances, and (iii) other standard employee benefits
made generally available to all similarly situated directors or employees.

     3.24. Benefit Plans.

          (a) Section 3.24(a) of the Company Disclosure Schedule contains a true
     and complete list of each Company Plan, and;


                                      -30-

<PAGE>

          (b) with respect to each Company Plan, the Company has made available
     to the Investor with a current, accurate and complete copy (or, to the
     extent no such copy exists, an accurate description) thereof and, to the
     extent applicable: (i) any related trust agreement or other funding
     instrument; (ii) the most recent determination letter, if applicable; (iii)
     any summary plan description and summaries of material modifications; (iv)
     for the three most recent years the Form 5500 and attached schedules; and
     (v) audited financial statements;

          (c) except as disclosed in Section 3.24(c) of the Company Disclosure
     Schedule and except as would not reasonably be expected to have,
     individually or in the aggregate, a Company Material Adverse Effect, and to
     the Knowledge of the Company: (i) each Company Plan has been established
     and administered in accordance with its terms, and in compliance with the
     applicable provisions of ERISA, the Code and other applicable laws, rules
     and regulations; (ii) Each Company Plan which is intended to be qualified
     within the meaning of Section 401(a) of the Code is so qualified and has
     received a favorable determination letter as to its qualification, and
     nothing has occurred, whether by action or failure to act, that could
     reasonably be expected to cause the loss of such qualification; (iii) no
     nonexempt "prohibited transaction" (as such term is defined in Section 406
     of ERISA and Section 4975 of the Code) has occurred with respect to any
     Company Plan; and (iv) with respect to any Company Plan, (A) no Actions
     (other than routine claims for benefits in the ordinary course) are pending
     or threatened, and (B) no administrative investigation, audit or other
     administrative proceeding by the Department of Labor, the Internal Revenue
     Service or other governmental agencies are pending, threatened or in
     progress;

          (d) neither the Company nor Polar has incurred any current or
     projected Liability in respect of post-employment or post-retirement
     health, medical or life insurance benefits for Company Employees, except as
     required by Section 601 et. Seq. of ERISA, or to avoid an excise tax under
     Section 4980B of the Code or otherwise except as may be required pursuant
     to any other Applicable Law;

          (e) none of the Company Plans is a Multiemployer Plan or covered by
     Title IV of ERISA, and none of the Company, Polar or any of their
     respective ERISA Affiliates has since August 2004 sponsored, contributed to
     or had any obligation or liability in respect of a Multiemployer Plan or
     any other employee benefit plan covered by Title IV of ERISA with respect
     to which there currently exists any material Liability on the part of the
     Company; and

          (f) such Section 3.24(f) of the Company Disclosure Schedule contains a
     true and complete list of each Company Plan that, as a result of the
     execution of this Agreement or the Contemplated Transactions (whether alone
     or in connection with any other event(s)), could (i) accelerate the time of
     payment or vesting or result in any material payment or funding (through a
     grantor trust or otherwise) of compensation or benefits under, (ii)
     materially increase the amount payable or result in any other material
     obligation pursuant to, any of the Company Plans, (iii) limit or restrict
     the right of the Company to merge, amend or terminate any of the Company
     Plans, or (iv) result in


                                      -31-

<PAGE>

     payments under any of the Company Plans which would not be deductible under
     Section 280G of the Code.

            SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

     The Investor hereby represents and warrants to the Company as follows:

     4.1. Organization. The Investor is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization.

     4.2. Power and Authority; Enforceability. The Investor has full corporate
power and authority to execute this Agreement and has or will continue to have
all corporate power and authority to deliver, execute and perform under the
Transaction Documents to which it is (or will be) a party and to consummate and
perform its obligations under the Contemplated Transactions. The execution and
delivery by the Investor of this Agreement and the Transaction Documents to
which it is (or will) be a party and the consummation and performance by the
Investor of its obligations under the Contemplated Transactions and the
Transaction Documents have been duly authorized, or will be duly authorized by
all necessary corporate action and no further corporate action or proceedings
are (or will be) required on the part of the Investor in connection therewith.
The Investor has duly executed and delivered this Agreement and the Investor as
of the Closing Date, as applicable, will have duly executed and delivered each
Transaction Document to which it is or will be a party and this Agreement
constitutes, and each of the Transaction Documents to which it is (or will) be a
party will constitute a legal, valid and binding obligation of the Investor,
Enforceable against it in accordance with its terms.

     4.3. Noncontravention. Neither the execution, delivery nor performance by
the Investor of this Agreement or any Transaction Document to which the Investor
is (or will be) a party, nor the consummation of the Contemplated Transactions
will:

          (a) assuming the taking of any action by (including any authorization,
     consent or approval), or in respect of, or any filing with, any
     Governmental Entity, in each case, as disclosed in Section 4.3 of the
     Company Disclosure Schedule, violate any Applicable Law;

          (b) require any action by (including any authorization, consent or
     approval) or in respect of (including notice to), any Person under any
     material Contractual Obligation of the Investor which would effect its
     ownership of the Investor Shares or affect the ability of the Investor to
     perform its obligations under the Blocked Space Agreement;

          (c) result in the creation or imposition of an Encumbrance upon, or
     the forfeiture of, any Asset of the Company material to the Business or the
     Investor's ownership of the Investor Shares; or

          (d) result in a breach or violation of, or default under, the
     Investor's certificate of incorporation or by-laws as in effect as of the
     date hereof.


                                      -32-

<PAGE>

     4.4. Legal Compliance. The Investor is not and will not be in breach or
violation of, or default under, its certificate of incorporation or its by-laws,
each as in effect on the date of this Agreement and as modified through the
Closing Date.

     4.5. Investment Intent; Accredited Investor. The Investor is acquiring its
interest in the Investor Shares for its own account as an investment and not
with a view to the resale or distribution thereof or to participate in a
distribution thereof. The Investor acknowledges that the Investor Shares have
not been, and will not be, registered under the 1933 Act. The Investor
understands that the Investor Shares constitute "restricted securities" under
Applicable Law and that, pursuant to such Applicable Law, the Investor must hold
the Investor Shares indefinitely unless the Investor Shares are later registered
with the SEC and qualified by state authorities, or an exemption from such
registration and qualification requirements is available. A legend evidencing
such fact will be placed upon the certificates representing the Investor Shares.
The Investor further understands that the Investor Shares are not currently
listed on an exchange, and that the Company has made no assurance that the
Investor Shares will be so listed. The Investor is an "accredited investor" as
defined in Rule 501(a) of Regulation D promulgated under the 1933 Act.

     4.6. No Brokers. The Investor and its Affiliates have no Liability of any
kind to any broker, finder, investment bank or agent with respect to the
Contemplated Transactions and no such Person is entitled to any brokerage or
finder's fee in connection with the Contemplated Transaction based upon
agreements or arrangements made by or on behalf of the Investor.

                       SECTION 5. COVENANTS OF THE PARTIES

     5.1. Government Filings.

          5.1.1. U.S. Government Filings. Promptly following execution of this
Agreement, the Investor and the Company will prepare and file (or cause their
respective Affiliates to prepare and file), with the appropriate U.S.
Governmental Entities, all notifications, registrations and filings with respect
to the Contemplated Transactions and performance under the Transaction Documents
required pursuant to Applicable Laws and the HSR Act. The Company will also
prepare and file (or cause the Company Affiliates to prepare and file), promptly
following the execution of this Agreement, with the appropriate U.S.
Governmental Entities, all notifications, registrations and filings with respect
to the Contemplated Transactions required pursuant to the regulations and
policies of the DOT and the FAA. Each Party shall use their commercially
reasonable efforts to supply all information reasonably requested by any U.S.
Governmental Entity in connection with such notifications, registrations and
filings and shall cooperate and consult with each other in responding to any
such request, including by permitting counsel for the other Party to review in
advance any proposed written communication to any U.S. Governmental Entity.

          5.1.2. Non-U.S. Filings.

          (a) Promptly following the execution of this Agreement and, if
     appropriate, after the receipt of DOT required approvals (or the waiver or
     termination of notice periods or the disclaimer of jurisdiction related
     thereto) relating to the Route Rights


                                      -33-

<PAGE>

     provided in Section 5.1.1 above, the Company will prepare and file (or
     cause the Company Affiliates to prepare and file), with the appropriate
     non-U.S. Governmental Entities, all necessary notifications, registrations
     and filings with respect to the transfer of all Permits from Polar to the
     Company required to be filed with such non-U.S. Governmental Entities, and
     shall cooperate and consult with each other in making all such
     notifications, registrations and filings including by permitting counsel
     for the other Party to review in advance any proposed written communication
     to any Governmental Entity. Notwithstanding the foregoing, the Company
     shall have no obligation to make any filings with respect to Route Rights
     relating to Non-Core Licenses, except for those that the Parties agree will
     be filed.

          (b) From and after the Closing Date, to the extent not completed prior
     to the Closing, the Company will prepare and file (or cause the Company
     Affiliates to prepare and file), with the appropriate non-U.S. Governmental
     Entities, all necessary notifications, registrations and filings with
     respect to the transfer of all Non-Core Licenses from Polar to the Company
     required to be filed by such non-U.S. Governmental Entities and shall
     cooperate and consent with each other in providing all such notifications,
     registrations and filings, including, without limitation, by permitting
     counsel for the other Party to review in advance any proposed written
     communication to any Governmental Entity. Notwithstanding the foregoing,
     the Company shall have no obligation to make any filings with respect to
     Route Rights relating to Non-Core Licenses, except for those that the
     Parties agree will be filed.

          5.1.3. Further Assurances on Governmental Filings. From and after the
execution of this Agreement, including, without limitation, from and after the
Closing, each Party shall use their commercially reasonable efforts to promptly
supply all information reasonably requested by any such Governmental Entity in
connection with the notifications, registrations and filings pursuant to Section
5.1.1 and Section 5.1.2, to the extent applicable to such Party, and shall
cooperate and consult with each other in responding to any such request,
including without limitation, by permitting counsel for the other Party to
review in advance any proposed written communication to any Governmental Entity.

     5.2. Affirmative Covenants; Investor's Consent.

          5.2.1. Affirmative Covenants. Except as otherwise contemplated by this
Agreement and the Contemplated Transactions, the Company covenants that until
the earlier of the termination of this Agreement pursuant to Section 7 hereof or
the Closing, it will, and will cause Polar, to:

          (a) conduct their respective businesses in the Ordinary Course of
     Business in a manner consistent with past practices;

          (b) use reasonable best efforts to continue, in a manner consistent
     with past practices, to maintain and preserve intact the Business;

          (c) keep available the services of present officers and Key Employees
     of the Business; and


                                      -34-

<PAGE>

          (d) to maintain ordinary and customary relationships with suppliers,
     customers and others having business relationships with the Business with a
     view toward preserving the Business, the Assets and the goodwill associated
     therewith.

          5.2.2. Investor Consents. Until the earlier of the termination of this
Agreement pursuant to Section 7 hereof or the Closing, without the written
consent of the Investor (which consent will not be unreasonably withheld), the
Company will not, and will cause Polar not to (except as is otherwise permitted
or provided in this Agreement or the Transaction Documents or consistent with
the intent of consummation of the Contemplated Transactions, including the Asset
Conveyance):

          (a) intentionally take or omit to take any action that would cause a
     breach of the representations and warranties in Section 3;

          (b) take or omit to take any of the following actions:

               (i)  amend any term of the Company's or Polar's outstanding
                    Equity Interests or other securities or issue, sell, grant,
                    or otherwise dispose of, its Equity Interests or other
                    securities in a manner that would affect the rights of the
                    Investor;

               (ii) amend the Company Charter or the Company By-Laws;

               (iii) sell, pledge, incur any Encumbrances on, or otherwise
                    dispose of any of the Assets or the Company's Equity
                    Interests;

               (iv) incur any Debt, except in the Ordinary Course of Business;

               (v)  make any capital expenditures in excess of five hundred
                    thousand dollars ($500,000) with respect to the Business,
                    except in the Ordinary Course of Business; or

               (vi) enter into any Contractual Obligation to do any of the other
                    matters referred to elsewhere in this Section 5.2.2.

          5.2.3. The Investor shall respond with reasonable promptness to any
and all requests by the Company for consent(s) for the Company to take any
actions specified in this Section 5.2.

     5.3. Notices and Consents. Section 5.3 of the Company Disclosure Schedule
lists all Contractual Obligations of the Company for which a Person must give
consent to effect the Contemplated Transactions or in connection with
performance under the Transaction Documents or receive notification in
connection with the Contemplated Transactions or performance under the
Transaction Documents, as well as Guarantees related thereto. The Company will
use its commercially reasonable efforts to obtain consents from or provide
notice to the Persons listed in Section 3.20 of the Company Disclosure Schedule
or to terminate (or cause its Affiliates to assume and obtain the release of the
Company from) such Contractual Obligations or Guarantees


                                      -35-

<PAGE>

appearing in Section 3.20 of the Company Disclosure Schedule, as applicable, to
effect the Asset Conveyance to the mutual satisfaction of the Company and the
Investor.

     5.4. Investor's Access to Premises; Information; Confidentiality.

          5.4.1. From the date of execution of this Agreement until the Closing
Date, the Company will permit the Investor and its authorized representatives to
have access (at reasonable times and upon reasonable notice) to all Key
Employees of the Business and to all premises, properties, books, records
(including Tax records), contracts, financial and operating data pertaining to
the Company, the Business and the Assets and will instruct the Company's and the
Company Affiliates' Representatives to cooperate with the Investor in its
reasonable investigation of the Business. No investigation conducted under this
Section 5.4.1 shall affect or be deemed to modify any representation or warranty
made in this Agreement. The Company shall have the right to withhold any
information it deems confidential with regards to the operations of the Company
Affiliates.

          5.4.2. The Parties agree that (except as provided herein or
contemplated hereby) the fact of, and the terms and conditions of this
Agreement, each Transaction Document and the Contemplated Transactions, shall
not be disclosed by such Party or its Affiliates to any third party without the
prior consent of the other Party, except to the extent that such disclosure is
required by Applicable Law (including any regulatory filings made with any
Governmental Entity), in which case the Party (or its Affiliates) required to
make the disclosure shall allow the other Party reasonable time to comment on
such disclosure and/or seek a protective order or other appropriate relief (with
the reasonable cooperation of all Parties and their Affiliates) in advance of
such disclosure.

          5.4.3. Notwithstanding Section 5.4.2, the Parties agree that nothing
contained herein shall preclude the Parties and their Affiliates from sharing
information related to the Contemplated Transactions with their Representatives
(subject to the constraint that any such disclosure shall only follow adequate
representation by the receiving third party that it shall keep such information
confidential) and the Company Affiliates may disclose information relating to
the Contemplated Transactions to any of the banks or other financial
institutions participating as lenders to the Company (or proposed to participate
as lenders) and to its customers (subject to the constraint that any such
disclosure shall only follow adequate representation by the receiving third
party that it shall keep such information confidential and provided that the
Company shall coordinate with the Investor on any such disclosure). Each Party
and its Representatives and Affiliates may disclose to any and all Persons,
without limitation of any kind, the tax treatment, tax strategies and tax
structure of the transactions contemplated herein and all materials of any kind
(including opinions or other tax analyses) that are provided to such Parties and
their Representatives and Affiliates relating to such tax treatment, tax
strategies and tax structure.

     5.5. Exclusivity. From the date of this Agreement until the earlier of the
Closing or the Termination Date, none of the Company, Polar, nor any Company
Affiliate, will:

          (a) solicit, initiate, or encourage the submission of any proposal or
     offer from any Person relating to, or enter into or consummate any
     transaction relating to, the acquisition of any Equity Interests in the
     Company or Polar or any merger,


                                      -36-

<PAGE>

     recapitalization, share exchange, sale of material Assets (other than sales
     of inventory in the Ordi4nary Course of Business) or any similar
     transaction or alternative to the Contemplated Transactions; or

          (b) participate in any inquiries, discussions or negotiations
     regarding or participate in any effort by any Person to do or seek any of
     the transactions described in Section 5.5(a). The Company will notify the
     Investor if any Person makes any proposal or offer with respect to any of
     the foregoing. The Company and, to the extent within the power of the
     Company to control, each Company Affiliate, will immediately terminate any
     discussions with any third parties regarding any of the transactions
     described in Section 5.5(a).

     5.6. Publicity. Through the Closing Date, no public release or announcement
concerning the Contemplated Transactions shall be issued by any Party or their
Affiliates without the prior consent of the other Party, except to the extent
that such release or announcement is required by Applicable Law, in which case
the Party required to make such release or announcement shall allow the other
Party reasonable time to comment on such release or announcement.

     5.7. Further Assurances. From time to time, as and when requested by any
Party to this Agreement, each other Party shall execute and deliver, or cause to
be executed and delivered, all such documents and instruments, and shall take,
or cause to be taken, all such further or other actions, as such other Party may
reasonably deem necessary or desirable to consummate the Sale and the
Contemplated Transactions.

     5.8. Disclosure Obligations. From time to time, on and prior to the
Closing, either Party shall promptly notify the other Party upon becoming aware
of any fact, occurrence or event that could cause any of the representations and
warranties contained in this Agreement to be inaccurate or incomplete in any
respect; provided, that no such disclosure shall modify the representations and
warranties contained herein.

     5.9. Supplemental Schedules. The Company may (but will not be required to),
from time to time after the date of this Agreement, by notice in accordance with
this Agreement, supplement or amend the Company Disclosure Schedule, including,
without limitation, one or more supplements or amendments to correct any matter
which would otherwise constitute a breach of any representation, warranty or
covenant made by the Company herein. Each supplement or amendment of any section
of the Company Disclosure Schedule will be effective to cure and correct, only
as agreed in writing by the Investor, for all purposes any breach of any
representation, warranty or covenant relating to such section of Company
Disclosure Schedule existing at any time prior to the Closing, as appropriate,
and if the Closing occurs, will be effective for all such purposes as of the
Closing.

     5.10. Tax Matters. Except as (i) otherwise contemplated by this Agreement
and the Contemplated Transactions, (ii) in the Ordinary Course of Business, or
(iii) would not materially adversely affect the Company, the Company covenants
that until the earlier of the termination of this Agreement pursuant to Section
7 hereof or the Closing, without the prior written consent of the Investor
(which consent shall not be unreasonably withheld), neither the Company nor any


                                      -37-

<PAGE>

Company Affiliate shall, with regard to the Company, Polar, the Business or the
Assets, file any amended Tax Return (other than an amended consolidated federal
income Tax Return for AAWW that does not materially adversely affect the
Company), settle or compromise any Tax Liability, agree to an extension or
waiver of the statute of limitations with respect to the assessment or
determination of Taxes (other than with respect to Taxes relating to the
consolidated group of which AAWW is the parent), or enter into any closing
agreement with respect to any Tax.

     5.11. Notices of Certain Events. The Parties and their respective
Affiliates shall promptly notify one another of, and, except as prohibited by
Applicable Law, provide the correspondence and documents, if any, related to:

          (a) any notice or other communication from any Person alleging that
     the consent of such Person is or may be required in connection with the
     Contemplated Transactions;

          (b) any notice or other communication from any Governmental Entity in
     connection with the Contemplated Transactions; and

          (c) any Actions commenced, or, to the Knowledge of the Company,
     threatened, against the Company or the Company Affiliates, or the knowledge
     of the Investor, as applicable, which, if the Closing was to occur on the
     date of such notice, the condition in Section 6.2, would not be satisfied.

                      SECTION 6. CONDITIONS TO EACH PARTY'S
                           OBLIGATIONS AT THE CLOSING

     The obligations of each Party to consummate its respective obligations, as
described in this Agreement and the Ancillary Agreements, at the Closing, is
subject to the fulfillment of or, if permitted by Applicable Law as in effect on
the Closing Date, waiver of, each of the following conditions to the reasonable
satisfaction of such Party:

     6.1. Qualifications. Any applicable waiting or notification periods (and
any extensions thereof) or approvals or consents required under the following
(and any regulations or policies thereof or thereunder):

          6.1.1. the HSR Act and any foreign equivalent;

          6.1.2. the DOT; and

          6.1.3. the FAA,

will have expired or otherwise been terminated, or such consents shall have been
received or jurisdiction shall have been disclaimed by the applicable
Governmental Entity and the Company shall have received the AOC and the Approved
Security Program and, subject to Section 6.11, the Core Licenses, and shall have
provided copies thereof to the Investor. No provision of any Applicable Law as
in effect on the Closing Date or Order issued by a Governmental Entity shall


                                      -38-

<PAGE>

exist or be continuing, which will prohibit the consummation of any of the
Contemplated Transactions or performance under the Transaction Documents.

     6.2. Proceedings.

          6.2.1. There shall not, as of the Closing Date (i) be in effect a
stay, or an Action, Order or, with respect to the Core Licenses, written demand
or request, in each case by the U.S. Government or any Foreign Authority, for
any such stay, Action, Order or written demand or request enjoining or
preventing consummation; (ii) be in effect any of the foregoing that would
result in the rescission after consummation, of the Contemplated Transactions or
staying the effectiveness of the conveyance of the Investor Shares or any of the
Permits with respect to any of the Core Licenses and Notified Non-Core Licenses;
(iii) be in effect a written notice issued by the DOT rescinding previously
issued approval or consent of DOT of the conveyance of the Investor Shares or
the transfer of the Core Licenses and Notified Non-Core Licenses; or (iv) be any
judicial petition for review or appeal in any U.S. federal court of competent
jurisdiction or any foreign court of competent jurisdiction of any
authorizations, approvals or consent with respect to Permits with respect to any
of the Core Licenses and Notified Non-Core Licenses: each of (i), (ii), (iii)
and (iv) that could reasonably be expected to:

          (a) materially or adversely impair the Company's or Polar's ability to
     operate the Business in a manner substantially identical to the manner
     operated as of the date of execution of this Agreement or the Company's
     ability to perform under the Ancillary Agreements;

          (b) limit or otherwise adversely affect the ability of either Party or
     any of their Affiliates to consummate the Contemplated Transactions or
     perform under the Transactions Documents; or

          (c) compel any Party or any of its Affiliates to dispose of all or any
     material portion of its business or assets.

          6.2.2. As of the Closing Date:

          (a) The Investor shall be reasonably satisfied as to the continuity of
     the Company's or Polar's labor and collective bargaining relationships with
     the Company or Polar's crews, including without limitation reasonable
     satisfaction that the outcome of any discussions involving, or filing of
     any grievances brought under, any collective bargaining agreement to which
     the Company or Polar is a party and which relates to the Contemplated
     Transactions is not reasonably likely either (x) to result in a Company
     Material Adverse Effect or (y) to materially alter the economic or
     operating assumptions upon which the Ancillary Agreements have been based;
     or

          (b) The Parties shall after negotiation in good faith have agreed such
     changes to the terms of the Ancillary Agreements as are necessary to
     preserve for the benefit of the Parties the terms, including the economic
     terms, of such agreements contemplated as of the date hereof.


                                      -39-

<PAGE>

     6.3. Consents, etc. All actions by (including any authorization, consent or
approval) or in respect of (including notice to), or filings with, any Person
(other than a Governmental Entity otherwise provided for in Section 6.1) that is
required to consummate the Contemplated Transactions or for the performance
under the Transaction Documents, as disclosed in Section 5.3 of the Company
Disclosure Schedule as having the potential to cause a Company Material Adverse
Effect if not obtained, will have been obtained or made and no such
authorization, consent or approval will have been revoked.

     6.4. Contemplated Transactions and Transaction Documents. The Contemplated
Transactions shall have occurred, each of the Transaction Documents will have
been executed and delivered to the Party or its Affiliates, as the case may be
(including, without limitation, the Aircraft Lease shall have been executed and
delivered by the applicable third party lessors). Atlas Air will have entered
into new aircraft leases with the applicable third party lessor underlying the
Aircraft Leases with terms reasonably satisfactory to the Parties. The Company
will have filed with the Secretary of State of the State of Delaware an
amendment and restatement to the Company Charter and will have adopted the
amended and restated Company By-laws.

     6.5. Representations and Warranties. The representations and warranties of
the other Party set forth in Section 3 or Section 4 of this Agreement, as the
case may be, that are (i) qualified by the phrase "Company Material Adverse
Effect" or materiality shall be true and correct in all respects and (ii)
representations and warranties that are not so qualified shall be true and
correct, except for such failures to be so true and correct that do not have and
would not reasonably likely to have, in the aggregate, in the case of
representations and warranties of the Company, a Company Material Adverse
Effect, or, in the case of representations and warranties of the Investor, a
material adverse effect, in each case under clause (i) and (ii) above, as of the
Closing Date (other than representations and warranties which are expressly made
as of a specified date, which shall be true and correct as of such specified
date).

     6.6. Performance. Each Party shall have performed or complied in all
material respects with all obligations, covenants and agreements required by
this Agreement to be performed or complied with by such Party at or prior to the
Closing.

     6.7. Certificates.

          6.7.1. The other Party shall have delivered to it a certificate of
such Party's Chief Executive Officer or Chief Financial Officer as to the
matters set forth in Section 6.5, Section 6.6 and Section 6.12 in the form
attached hereto as Exhibit O; such certificate to be delivered by the Company,
shall indicate that the Company and the Assets are no longer subject to all
material Guarantees set forth on Section 5.3 of the Company Disclosure Schedule.

          6.7.2. The other Party shall have delivered to it a certificate,
executed by its Secretary or any Assistant Secretary, attaching its Company
charter and by-laws, each as amended through the Closing Date, any minutes of
its Board of Directors and its stockholders related to the execution of the
Transaction Documents to which such Party or its Affiliates is a party and the
consummation of the Contemplated Transactions, and proof of the signatures of
all


                                      -40-

<PAGE>

officers of such Party executing such agreements. Such certificates shall be
substantially in the form attached hereto as Exhibit P.

     6.8. Haynes & Boone Legal Opinion. The obligation of each Party to
consummate its obligations, as described in this Agreement and the Transaction
Documents, at the Closing, are subject to the Investor having received from the
Company a legal opinion from Haynes & Boone, LLP, substantially in the form
attached hereto as Exhibit Q.

     6.9. Legal Opinion on Investor Shares. The obligation of the Investor (but
not the Company) to consummate its obligations, as described in this Agreement
and the Ancillary Agreements, at the Closing, is subject to the Investor having
received from the Company a legal opinion from its General Counsel with respect
to the issuance of the Investor Shares, dated as of the Closing Date,
substantially in the form attached hereto as Exhibit R.

     6.10. Houlihan Lokey Opinion. The obligation of each Party to consummate
its obligations, as described in this Agreement and the Ancillary Agreements, at
the Closing, is subject to the Company having received an opinion from Houlihan
Lokey Howard & Zukin as to the consideration received by Polar for the Asset
Conveyance substantially in the form attached hereto as Exhibit S.

     6.11. Core Licenses. The obligations of the Investor (but not the Company)
to consummate its obligations, as described in this Agreement and the Ancillary
Agreements, at the Closing, are subject to the Core Licenses having been
transferred to the Company, or otherwise acquired by the Company, in accordance
with Applicable Law as in effect as of the Closing Date and all consents and
approvals required in connection with such transfer or acquisition having been
completed by the Company and all waiting or notification periods applicable to
such transfers having expired or otherwise been terminated; provided, however,
the Parties acknowledge that as of the Closing, the Company may not have secured
the transfers or acquisitions of all Foreign Permits or Foreign Slots, and
provided, further, that this condition to the Closing shall not be enforced with
respect to the inability of the Company to transfer or otherwise acquire Foreign
Permits or Foreign Slots where, in the reasonable opinion of the Investor, such
inability would not be necessary for or materially affect the Company's ability
to provide scheduled service over the Core Routes.

     6.12. Proceedings and Documents. All corporate and other proceedings in
connection with the Contemplated Transactions and the Transaction Documents
incident thereto required to be entered into by the applicable parties will be
reasonably satisfactory in form and substance to each other party and will have
been executed and delivered by the applicable parties thereto. The applicable
parties shall have performed or complied in all material respects with all
obligations, covenants and agreements required by this Agreement and by the
terms of the Transaction Documents in order to perform or consummate its
applicable obligations under the Contemplated Transactions at or prior to the
Closing Date.

     6.13. Asset Conveyance. The Asset Conveyance shall have occurred, and the
Company and Polar shall have performed or complied in all material respects, to
the mutual satisfaction of Polar, the Company and the Investor, with all
obligations, covenants and agreements required by


                                      -41-

<PAGE>

the Asset Conveyance Agreement to be performed or complied with by such party
prior to the Closing.

                             SECTION 7. TERMINATION.

     7.1. Termination Rights.

          7.1.1. Subject to Section 7.2, this Agreement may be terminated (the
date on which the Agreement is terminated, the "Termination Date") and the
Contemplated Transactions abandoned at any time prior to the Closing:

          (a) by mutual written consent of the Company and the Investor; or

          (b) by the Company (on the one hand) or the Investor (on the other
     hand):

               (i) if the Closing does not occur on or prior to April 30, 2007,
     as may be extended on or before April 15, 2007 in accordance with Section
     7.2 (the "Drop Dead Date"); provided that the Party seeking to terminate
     this Agreement pursuant to this Section 7.1.1(b)(i) shall not be permitted
     to so terminate this Agreement if the failure to consummate the
     Contemplated Transactions shall have resulted primarily from the breach of
     obligations under this Agreement or under any Transaction Document by the
     Party so seeking to terminate this Agreement; or

               (ii) if there shall have been a material breach of any of the
     representations, warranties or covenants set forth in this Agreement on the
     part of

                         (I)  the Investor, in the event of termination by the
                              Company, or

                         (II) the Company, in the event of termination by the
                              Investor, which breach, in either of clause (I) or
                              (II), remains uncured for a period of thirty (30)
                              Business Days following receipt of the
                              non-breaching Party's written notice of such
                              breach by the breaching Party, and such breach
                              would result in the conditions set forth in
                              Section 7 (in the case of clause (I)) to have
                              become incapable of fulfillment.

          7.1.2. In the event of termination pursuant to this Section 7.1,
written notice thereof shall forthwith be given to the other Party and, except
as provided in this Section 7.1, the Contemplated Transactions shall be
terminated, without further action by any Party.

     7.2. Extension Period. If the Closing has not occurred by April 30, 2007
solely due to delays relating to regulatory review and approvals by the DOT, the
Parties agree that the Investor shall have the right to extend the Drop Dead
Date until August 31, 2007 (such period, the "Extension Period" and such date,
the "Extension Date"). The Investor shall give written notice to the Company on
or before April 15, 2007 that it wishes to exercise its optional extension.
Concurrent with the delivery of such notice, the Investor shall deliver the
amount of


                                      -42-

<PAGE>

US$4,000,000 to an account to be designated by the Company at least two (2)
business days in advance of when such payment is to be made. During the
Extension Period, the Investor shall have the right to arrange for an
alternative transaction acceptable to the Parties (either alone or in
combination with the Investor), which the Parties will reasonably consider as
long as the alternative transaction delivers as favorable economic value on
commercially reasonable terms as the Contemplated Transactions for the Company.
If the Investor does not deliver the notice provided in this Section 7.2 by the
Extension Date, such failure to deliver the notice by the Investor shall
constitute a termination of this Agreement and the provisions of Section 7.3
will thereafter apply to this Agreement and the Transaction Document to which
the Company and the Investor, or their respective Affiliates, are party to as of
the Extension Date and each such agreement shall terminate and shall become null
and void ab initio.

     7.3. Effect of Termination. In the event of the termination of this
Agreement pursuant to this Section 7 this Agreement, other than the provisions
of Section 5.4.2 and Section 5.4.3 (Confidentiality), Section 5.6 (Publicity),
Section 9.2 (Expenses), Section 9.12 (Governing Law), Section 9.13 (Consent to
Jurisdiction, Waiver of Jury Trial), and this Section 7, which shall survive
termination, will then be null and void and have no further force and effect and
all other rights and Liabilities of the Parties hereunder will terminate without
any Liability of any Party to any other Party.

                           SECTION 8. INDEMNIFICATION

     8.1. Indemnification by the Company.

          8.1.1. Subject to the limitations set forth in this Section 8, the
Company will indemnify and hold harmless the Investor and its Representatives
and Affiliates (each, an "Investor Indemnified Person"), from, against and in
respect of any and all Liability, loss, damage, obligation, deficiency, costs,
Actions, Governmental Orders, Encumbrances, bonds, dues, assessments, fines,
penalties, Taxes, fees, expenses or amounts paid in settlement thereof (in each
case, including reasonable attorneys' and experts, fees and expenses), whether
or not involving a Third Party Claim (collectively, "Losses"), incurred by the
Investor Indemnified Persons or any of them as a result of, arising out of (i) a
breach of any representation or warranty made by the Company in this Agreement
(ii) a breach or violation of any covenant or agreement made by the Company in
this Agreement or (iii) any pre-Closing Liabilities disclosed in the Company
Disclosure Schedule not specifically assumed by the Company in the Asset
Conveyance.

          8.1.2. Monetary Limitations. The Company will have no obligation to
indemnify the Investor Indemnified Persons pursuant to Section 8.1.1 in respect
of Losses arising from the breach of, or inaccuracy in, any representation or
warranty described therein unless the aggregate amount of all such Losses
incurred or suffered by the Investor Indemnified Persons exceeds two million
dollars ($2,000,000) (at which point the Company will indemnify the Investor
Indemnified Persons for all such Losses above such amount), and the Company's
aggregate Liability in respect of claims for indemnification pursuant to Section
8.1.1 will not exceed the lesser of (i) twenty-five million dollars
($25,000,000) or (ii) the aggregate amount paid by the Investor for the Investor
Shares, for any and all breaches of the representations, warranties or covenants
by or of the Company in the Agreement; provided, however, that the


                                      -43-

<PAGE>

foregoing limitations will not apply to claims for indemnification for fraud or
pursuant to Section 8.1.1 in respect of clause (iii) of Section 8.1.1 or
breaches of, or inaccuracies in, representations and warranties set forth in
Section 3.1 (Organization), Section 3.2 (Power and Authority), Section 3.3
(Noncontravention), Section 3.4 (Capitalization), Section 3.5 (Company
Indebtedness), Section 3.17 (Litigation) with respect to the DOJ investigation
regarding fuel and security surcharges and Section 3.19 (Brokers), which awards
for claims in respect thereof shall not exceed the aggregate amount paid by the
Investor for the Investor Shares.

     8.2. Indemnity by the Investor.

          8.2.1. Subject to the limitations set forth in this Section 8, the
Investor will indemnify and hold harmless the Company and its Representatives
and Affiliates (each, a "Company Indemnified Person"), from, against and in
respect of any and all Losses incurred by the Company Indemnified Persons or any
of them as a result of, arising out of (i) a breach of any representation or
warranty made by the Investor in this Agreement, or (ii) a breach or violation
of any covenant or agreement made by the Investor in this Agreement.

          8.2.2. Monetary Limitations. The Investor will have no obligation to
indemnify the Company Indemnified Persons pursuant to Section 8.2.1 in respect
of Losses arising from the breach of, or inaccuracy in, any representation or
warranty described therein unless and until the aggregate amount of all such
Losses incurred or suffered by the Company Indemnified Persons exceeds two
million dollars ($2,000,000) (at which point the Investor will indemnify the
Company Indemnified Persons for all such Losses above such amount), and the
Investor's aggregate Liability in respect of claims for indemnification pursuant
to Section 8.2.1 will not exceed the lesser of (i) twenty-five million dollars
($25,000,000) or (ii) the aggregate amount paid by the Investor for the Investor
Shares for any and all breaches of the representations, warranties or covenants
by or of the Company in the Agreement; provided, however, that foregoing
limitations will not apply to claims for indemnification for fraud or pursuant
to Section 8.2.1 in respect of breaches of, or inaccuracies in, representations
and warranties set forth in Section 4.1 (Organization), Section 4.2 (Power and
Authority), Section 4.3 (Noncontravention) and Section 4.6 (No Brokers) which
awards for claims in respect thereof shall not exceed the aggregate amount paid
by the Investor for the Investor Shares.

     8.3. Time for Claims. No claim may be made or suit instituted seeking
indemnification pursuant to Section 8.1 or 8.2 for any breach of, or inaccuracy
in, any representation or warranty unless a written notice describing such
breach or inaccuracy in reasonable detail in light of the circumstances then
known to the Indemnified Party, is provided to the Indemnifying Party:

          (a) at any time, in the case of any claim or suit based upon fraud or
     intentional misrepresentation, unless such claim would otherwise be subject
     to a statute of limitations provided for under Applicable Law, in which
     case, such claim shall be subject to Section 8.3(b);

          (b) at any time prior to the thirtieth (30th) day after the expiration
     of the applicable statute of limitations (taking into account any tolling
     periods and other extensions) in the case of any breach of, or inaccuracy
     in, the representations and


                                      -44-

<PAGE>

     warranties set forth in Section 3.10 (Legal Compliance) and Section 3.12
     (Tax Matters); and

          (c) at any time prior to the date which is three (3) years from the
     Closing Date, in the case of any breach of, or inaccuracy in, the
     representations and warranties set forth in Section 3.13 (Environmental
     Matters), and Section 3.16 (Labor Matters; Employees and Contractors).

          (d) at any time prior to the date which is eighteen (18) months from
     the Closing Date, in the case of any breach of, or inaccuracy in, any other
     representation and warranty in this Agreement.

     8.4. Third Party Claims.

          8.4.1. Notice of Claim. If any third party will notify an Indemnified
Party with respect to any matter other than a claim relating to Taxes (a "Third
Party Claim") which may give rise to an Indemnified Claim against an
Indemnifying Party under this Section 8, then the Indemnified Party will
promptly give written notice to the Indemnifying Party; provided, however, that
no delay on the part of the Indemnified Party in notifying the Indemnifying
Party will relieve the Indemnifying Party from any obligation under this Section
8 except to the extent such delay actually and materially prejudices the
Indemnifying Party.

          8.4.2. Assumption of Defense, etc. The Indemnifying Party will be
entitled to participate in the defense of any Third Party Claim that is the
subject of a notice given by the Indemnified Party pursuant to Section 8.3. In
addition, the Indemnifying Party will have the right to defend the Indemnified
Party against the Third Party Claim with counsel of its choice reasonably
satisfactory to the Indemnified Party so long as the Indemnifying Party gives
written notice to the Indemnified Party within fifteen (15) days after the
Indemnified Party has given notice of the Third Party Claim that the
Indemnifying Party will indemnify the Indemnified Party from and against the
entirety of any and all Losses the Indemnified Party may suffer resulting from,
arising out of, relating to, in the nature of, or caused by the Third Party
Claim. The Indemnified Party may retain separate co-counsel at its sole cost and
expense and participate in the defense of the Third Party Claim.

          8.4.3. Limitations on Indemnifying Party. The Indemnifying Party will
not consent to the entry of any judgment or enter into any compromise or
settlement with respect to any Third Party Claim without the prior written
consent of the Indemnified Party unless such judgment, compromise or settlement
(a) provides for the payment by the Indemnifying Party of money as the sole
relief for the claimant, (b) results in the full and general release of the
Investor Indemnified Persons or Seller Indemnified Persons, as applicable, from
all Liabilities arising or relating to, or in connection with, the Third Party
Claim and (c) involves no finding or admission of any violation of Legal
Requirements or the rights of any Person and no effect on any other claims that
may be made against the Indemnified Party.

          8.4.4. Indemnified Party's Control. If the Indemnifying Party does not
deliver the notice contemplated by Section 8.4.2 within thirty (30) days after
the Indemnified Party has given notice of the Third Party Claim, or otherwise at
any time fails to conduct the defense of the


                                      -45-

<PAGE>

Third Party Claim actively and diligently, the Indemnified Party may defend, and
may consent to the entry of any judgment or enter into any compromise or
settlement that (x) includes an unconditional release of the Indemnified Party,
in form and substance reasonably satisfactory to the Indemnified Party, from the
third party claimant, (y) does not impose any Liabilities or obligations on the
Indemnified Party and (z) with respect to any non-monetary provision of any
settlement, does not impose conditions upon the Indemnified Party which, in the
Indemnified Party's good faith judgment, could have a material adverse effect on
the business, operations, assets, properties or prospects of the Indemnified
Party.

          8.4.5. Consent to Jurisdiction Regarding Third Party Claim. The
Investor and the Company, each in its capacity as an Indemnifying Party, hereby
consents to the non-exclusive jurisdiction of any court in which any Third Party
Claim may brought against any Indemnified Party for purposes of any claim which
such Indemnified Party may have against such Indemnifying Party pursuant to this
Agreement in connection with such Third Party Claim, and in furtherance thereof,
the provisions of Section 9.12 and Section 9.13 are incorporated herein by
reference, mutatis mutandis.

     8.5. Payment.

          8.5.1. Due Date. Upon a determination of liability in respect of
Section 8 of this Agreement, the appropriate Indemnifying Party shall pay the
Indemnified Party the amount so determined (subject to the limitations of
Sections 8.1.2 and 8.2.2, as applicable) within ten (10) Business Days after the
date of determination (such tenth Business Day, the "Due Date"). If there should
be a dispute as to the amount or manner of determination of any indemnity
obligation owed under this Agreement, the Indemnifying Party shall nevertheless
pay when due such portion, if any, of the obligation as shall not be subject to
dispute.

          8.5.2. Treatment. The Company and the Investor agree that any
indemnity payments made pursuant to this Section 8 will be treated by the
Parties as an adjustment to the Purchase Price.

     8.6. Remedies Exclusive. Notwithstanding anything in this Agreement, the
maximum liability of the Company arising from this Agreement is stated in
Section 8.1.2 and the maximum liability of the Investor under this Agreement is
stated in Section 8.2.2. Additionally, notwithstanding Section 9.14, after the
earlier of the termination of this Agreement or the Closing, the rights of any
Investor Indemnified Person or any Company Indemnified Person under this Section
8 shall be the exclusive remedy (other than with respect to claims involving
fraud of the Indemnifying Party and claims with respect to Section 5.4.2 and
Section 5.4.3) available to any such Person with respect to this Agreement and
the Contemplated Transactions (unless otherwise provided for in the respective
Transaction Documents).

                            SECTION 9. MISCELLANEOUS

     9.1. Notices. All notices, requests, demands, claims and other
communications required or permitted to be delivered, given or otherwise
provided under this Agreement must be in writing (unless otherwise provided
herein) and must be delivered, given or otherwise provided:


                                      -46-

<PAGE>

          (a) by hand (in which case, it will be effective upon delivery);

          (b) by facsimile (in which case, it will be effective upon receipt of
     confirmation of good transmission); or

          (c) by overnight delivery by an internationally recognized courier
     service (in which case, it will be effective on the Business Day after
     being deposited with such courier service);

     in each case, to the address (or facsimile number) listed below:

     If to the Company, to:

          Atlas Air Worldwide Holdings, Inc.
          2000 Westchester Avenue
          Purchase, NY 10577-2543
          Facsimile number: (914) 701-8333
          Attention: Adam R. Kokas, Esq., Senior Vice President,
                     General Counsel and Secretary

     and with a copy to:

          Ropes & Gray LLP
          One International Place
          Boston, Massachusetts 02110
          Facsimile number: (617) 951-7050
          Attention: Hemmie Chang, Esq.

     If to the Investor, to:

          DHL Network Operations (USA), Inc.
          1200 South Pine Island Road
          Plantation, Florida 33324
          Facsimile number: (954) 888-7159
          Attention: General Counsel

     with a copy to:

          Simpson Thacher and Bartlett LLP
          425 Lexington Avenue
          New York, NY 10017-3954
          Facsimile number: (212) 455-2502
          Attention: D. Rhett Brandon, Esq.

     Each Party may specify a different address or facsimile number by giving
     notice in accordance with this Section 9.1 to the other Party hereto.


                                      -47-

<PAGE>

     9.2. Expenses. Whether or not the Closing occurs and except as otherwise
provided in this Agreement or in any Transaction Document, all costs and
expenses incurred in connection with this Agreement and the Transaction
Documents, and the Contemplated Transactions hereby and thereby shall be paid by
the Party incurring such expenses.

     9.3. Succession and Assignment; No Third-Party Beneficiary. Subject to the
immediately following sentence, this Agreement will be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted
assigns, each of which such successors and permitted assigns will be deemed to
be a Party hereto for all purposes hereof. No Party may assign, delegate or
otherwise transfer either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of the other Party.
Except as expressly provided herein, this Agreement is for the sole benefit of
the Parties and their permitted successors and assignees and nothing herein
expressed or implied will give or be construed to give any Person, other than
the Parties and such successors and assignees, any legal or equitable rights
hereunder.

     9.4. Amendments and Waivers. No amendment or waiver of any provision of
this Agreement will be valid and binding unless it is in writing and signed, in
the case of an amendment, by both of the Parties, or in the case of a waiver, by
the Party against whom the waiver is to be effective. No waiver by either Party
of any breach or violation or, default under or inaccuracy in any
representation, warranty or covenant hereunder, whether intentional or not, will
be deemed to extend to any prior or subsequent breach, violation, default of, or
inaccuracy in, any such representation, warranty or covenant hereunder or affect
in any way any rights arising by virtue of any prior or subsequent such
occurrence. No delay or omission on the part of either party in exercising any
right, power or remedy under this Agreement will operate as a waiver thereof.

     9.5. Entire Agreement. This Agreement, together with the other Transaction
Documents and any other documents, instruments and certificates explicitly
referred to herein, constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof and supersedes any and all prior
discussions, negotiations, proposals, undertakings, understandings and
agreements, whether written or oral, with respect thereto, including the Mutual
Nondisclosure Agreement dated as of October 24, 2005, as amended to date, and
the executed Term Sheet dated October 12, 2006.

     9.6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute but one and the same instrument. This Agreement will
become effective when duly executed by each Party hereto. Facsimile execution
and delivery of this Agreement shall be legal, valid and binding execution and
delivery for all purposes.

     9.7. Investigation; No Additional Representations. The Parties hereto have
not made and are not making any representation, warranty, covenant or agreement,
express or implied, with respect to the matters contained in this Agreement
other than the explicit representations, warranties, covenants and agreements
set forth herein. The Investor acknowledges and agrees that it (i) has made its
own inquiry and investigation into, and based thereon has formed an independent
judgment concerning, the Business and the Company and (ii) has been furnished


                                      -48-

<PAGE>

with or given adequate access to such information about the Business and the
Company as it has requested, and (iii) will not assert any claim against the
Company, any of the Company Affiliates or their respective partners, directors,
officers, employees, agents, stockholders, consultants, investment bankers,
brokers, Representatives or controlling Person, or any Affiliate of any of the
foregoing, or hold the Company or any such Persons liable, for any inaccuracies,
misstatements or omissions with respect to information furnished by the Company
or such Persons concerning the Business, the Company, this Agreement, the
Transaction Documents or the Contemplated Transactions (except any claim against
the Company pursuant to Section 8 and against the Company Affiliates pursuant to
the Transaction Documents).

     9.8. Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction will not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. In the event that any provision hereof
would, under Applicable Law, be invalid or unenforceable in any respect, each
Party hereto intends that such provision will be construed by modifying or
limiting it so as to be valid and Enforceable to the maximum extent compatible
with, and possible under, Applicable Law.

     9.9. Headings. The headings contained in this Agreement are for convenience
purposes only and will not in any way affect the meaning or interpretation
hereof.

     9.10. Disclosure. Any item listed or referred to in any Schedule of the
Company Disclosure Schedule pursuant to any Section of this Agreement shall be
deemed to have been listed in or incorporated by reference into each other
Schedule where such listing or description would be clearly obvious by such
disclosure.

     9.11. Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement will be construed as
if drafted jointly by the Parties and no presumption or burden of proof will
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement.

     9.12. Governing Law. This Agreement, the rights of the parties and all
Actions arising in whole or in part under or in connection herewith, will be
governed by and construed in accordance with the domestic substantive laws of
the State of New York; provided that the DGCL shall apply to the extent required
in connection with the Sale and transfer of the Investor Shares.

     9.13. Consent to Jurisdiction; Waiver of Jury Trial. Each Party irrevocably
submits to the exclusive jurisdiction of the Supreme Court of the State of New
York, New York County and the United States District Court for the Southern
District of New York (such courts, the "New York Courts") for the purposes of
any Action arising out of or relating in any way whatsoever (whether in
contract, tort or otherwise) to this Agreement, the Transaction Documents or the
Contemplated Transactions (a "Transaction-Related Proceeding"). Each Party
agrees to commence any such Transaction-Related Proceeding in the United States
District Court for the Southern District of New York or if such
Transaction-Related Proceeding may not be brought in such court for
jurisdictional reasons, then in the Supreme Court of the State of New York, New


                                      -49-

<PAGE>

York County. Each Party further agrees that service of any process, summons,
notice or document by U.S. registered mail to such Party's respective address
set forth in Section 9.1 shall be effective service of process in New York with
respect to any matters to which it has submitted to jurisdiction in this Section
9.13. Each Party irrevocably and unconditionally waives any objection to the
laying of venue of Transaction-Related Proceeding in any New York Court, and
hereby and thereby further irrevocably and unconditionally waives and agrees not
to plead or claim in any such New York Court that any such Transaction-Related
Proceeding brought in any such New York Court has been brought in an
inconvenient forum.

          EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
TRANSACTION-RELATED PROCEEDING.

     9.14. Specific Performance. Prior to the termination of this Agreement, if
the conditions to the Closing are met (excluding conditions that have not been
met as a result of the breach by a Party of its obligations under this
Agreement), each Party acknowledges and agrees that the other Party would be
damaged irreparably in the event that such closing under this Agreement is not
consummated. Accordingly, in such circumstance, each Party agrees that the other
Party shall be entitled to an injunction or injunctions to enforce specifically
the consummation of such closing under this Agreement in addition to any other
remedy to which the non-breaching Party may be entitled, at law or in equity.

                            [Signature Page Follows]


                                      -50-

<PAGE>

     IN WITNESS WHEREOF, an authorized signatory of each of the undersigned has
executed this Stock Purchase Agreement as of the date first above written.

THE INVESTOR:                           DHL NETWORK OPERATIONS (USA), INC.


                                        By: /s/ Geoffrey D. Cruikshanks
                                            ------------------------------------
                                        Name: Geoffrey D. Cruikshanks
                                        Title: Authorized Signatory


THE COMPANY:                            POLAR AIR CARGO WORLDWIDE, INC.


                                        By: /s/ William J. Flynn
                                            ------------------------------------
                                        Name: William J. Flynn
                                        Title: President and Chief
                                               Executive Officer

                [Signature Page to the Stock Purchase Agreement]