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                                                                   EXHIBIT 10.89




                                                                  EXECUTION COPY



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                            ATLAS AIR, INC., ISSUER




                           Pass Through Certificates
                                 Series 1998-1



                         REGISTRATION RIGHTS AGREEMENT





Dated: February 9, 1998



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                         REGISTRATION RIGHTS AGREEMENT


                 THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into February 9, 1998, among ATLAS AIR, INC., a  Delaware
corporation (the "Company"), MORGAN STANLEY & CO. INCORPORATED ("Morgan
Stanley"), BT ALEX.  BROWN INCORPORATED, DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION and GOLDMAN, SACHS & CO. (collectively with Morgan
Stanley, the "Placement Agents").

                 This Agreement is made pursuant to the Placement Agreement
dated January 27, 1998, among the Company and the Placement Agents (the
"Placement Agreement"), which provides for the sale by the Trustee (as defined
below) to the Placement Agents of (i) $300,254,000 aggregate principal amount
of 7.38% 1998-1A Pass Through Certificates (the "Class A Certificates"), (ii)
$115,481,000 aggregate principal amount of 7.68% 1998-1B Pass Through
Certificates (the "Class B Certificates") and (iii) $123,180,000 aggregate
principal amount of 8.01% 1998-1C Pass Through Certificates (the "Class C
Certificates, and together with the Class A Certificates and the Class B
Certificates, the "Certificates").  In order to induce the Placement Agents to
enter into the Placement Agreement, the Company has agreed to provide to the
Placement Agents and their direct and indirect transferees the registration
rights set forth in this Agreement.  The execution of this Agreement is a
condition to the closing under the Placement Agreement.

                 The Certificates will be issued pursuant to three separate
pass through trust agreements, each to be dated as of February 9, 1998
(collectively the "Original Pass Through Trust  Agreements") between the
Company and Wilmington Trust Company, as trustee under each of the Original
Trusts (as defined below) (each a "Trustee").  The Original Pass Through Trust
Agreements are related to the creation and administration of Atlas Air, Inc.
Pass Through Trust Series 1998-1A-O (the "Class A Trust"), Atlas Air, Inc. Pass
Through Trust Series 1998-1B-O (the "Class B Trust") and Atlas Air, Inc. Pass
Through Trust Series 1998-1C-O (the "Class C Trust"; and together with the
Class A Trust and the Class B Trust and the Class C Trust, the "Original
Trusts").

                 The cash proceeds of the offering of Certificates by each
Original Trust will be paid to First Security Bank, National Association., as
escrow agent (the "Escrow Agent"), under an Escrow and Paying Agent Agreement
among the Escrow Agent, the Placement Agents, the Trustee of such Original
Trust and Wilmington Trust Company, as paying agent (the "Paying Agent"), for
the benefit of the holders of Offered Certificates issued by such Original
Trust.  The Escrow Agent will deposit such cash proceeds (each, a "Deposit")
with the Depositary, in accordance with a Deposit Agreement relating to such
Original Trust (each, a "Deposit Agreement"), and will withdraw Deposits upon
request to allow the Trustee to purchase Equipment Notes (as defined in the
Note Purchase Agreement defined below) referred to herein from time to time
pursuant to a Note Purchase Agreement (the "Note Purchase Agreement") to be
dated as of the Closing Date (as defined in the Placement
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Agreement) among the Company, Wilmington Trust Company, as Trustee of each of
the Original Trusts, as Subordination Agent and as Paying Agent, and the Escrow
Agent.  Each Escrow Agent will issue receipts to be attached to each related
Certificate representing each holder's fractional undivided interest in amounts
deposited with such Escrow Agent and will pay to such holders through the
related Paying Agent interest accrued on the Deposits and received by such
Paying Agent pursuant to the related Deposit Agreement at a rate per annum
equal to the interest rate applicable to the corresponding Certificates.

                 On the Trust Transfer Date (as defined in the Placement
Agreement), each of the Original Trusts will transfer and assign all of its
assets and rights to a newly-created successor trust with substantially
identical terms except as described in the Final Memorandum (as defined in the
Placement Agreement) (each, a "Successor Trust" and, together with the Original
Trusts, the "Trusts") governed by three separate pass through trust agreements
(collectively the "Successor Pass Through Trust  Agreements" and, together with
the Original Pass Through Trust Agreements, the "Trust Agreements") between the
Company and the Trustee.  Each Certificate outstanding on the Trust Transfer
Date will represent the same interest in the Successor Trust as the Certificate
represented in the Original Trust.  Wilmington Trust Company initially will
also act as trustee of the Successor Trusts (each, a "Successor Trustee").

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

                 1.       Definitions.

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

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

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

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

                 "Applicable Trust Agreement" shall mean, (i) with respect to
         the Class A Certificates, the Class A Holders or the Class A Trustee,
         the Class A Trust Agreement, (ii) with respect to the Class B
         Certificates, the Class B Holders or the Class B Trustee, the Class B
         Trust Agreement and (iii) with respect to the Class C Certificates,
         the Class C Holders or the Class C Trustee, the Class C Trust
         Agreement.
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                                       3

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

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

                 "Class A Exchange Certificates" shall mean securities issued
         under the Class A Trust Agreement of equal outstanding principal
         amount as and containing terms identical to the Class A Certificates
         (except that (i) interest thereon shall accrue from the last date on
         which interest was paid on the Class A Certificates or, if no such
         interest has been paid, from February 9, 1998, (ii) the transfer
         restrictions thereon shall be modified or eliminated, as appropriate
         and (iii) certain provisions relating to an increase in the stated
         rate of interest thereon shall be eliminated), to be offered to
         Holders of the Class A Certificates in exchange for such Class A
         Certificates pursuant to the Exchange Offer.

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

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

                 "Class A Trust Agreement" shall mean the Pass Through Trust
         Agreement relating to the Class A Certificates dated as of February 9,
         1998 between the Company and the Class A Trustee or, on or after the
         Trust Transfer Date, the corresponding Successor Pass Through Trust
         Agreement, as each may be amended from time to time in accordance with
         the terms thereof.

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

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

                 "Class B Exchange Certificates" shall mean securities issued
         under the Class B Trust Agreement of equal outstanding principal
         amount as and containing terms identical to the Class B Certificates
         (except that (i) interest thereon shall accrue from the last date on
         which interest was paid on the Class B Certificates or, if no such
         interest has been paid, from February 9, 1998, (ii) the transfer
         restrictions thereon shall be modified or eliminated, as appropriate
         and (iii) certain provisions relating to an increase in the stated
         rate of interest thereon shall be eliminated), to be offered to
         Holders of the Class B Certificates in exchange for such Class B
         Certificates pursuant to the Exchange Offer.

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

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

                 "Class B Trust Agreement" shall mean the Pass Through Trust
         Agreement relating to the Class B Certificates dated as of February 9,
         1998 between the Company and the Class B Trustee or, on or after the
         Trust Transfer Date, the corresponding Successor Pass Through Trust
         Agreement, as each may be amended from time to time in accordance with
         the terms thereof.

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

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

                 "Class C Exchange Certificates" shall mean securities issued
         under the Class C Trust Agreement of equal outstanding principal
         amount as and containing terms identical to the Class C Certificates
         (except that (i) interest thereon shall accrue from the last date on
         which interest was paid on the Class C Certificates or, if no such
         interest has been paid, from February 9, 1998, (ii) the transfer
         restrictions thereon shall be modified or eliminated, as appropriate
         and (iii) certain provisions relating to an increase in the stated
         rate of interest thereon shall be eliminated), to be offered to
         Holders of the Class C Certificates in exchange for such Class C
         Certificates pursuant to the Exchange Offer.

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

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

                 "Class C Trust Agreement" shall mean the Pass Through Trust
         Agreement relating to the Class C Certificates dated as of February 9,
         1998 between the Company and the Class C Trustee or, on or after the
         Trust Transfer Date, the corresponding Successor Pass Through Trust
         Agreement, as each may be amended from time to time in accordance with
         the terms thereof.

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

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

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

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

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

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

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

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

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

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

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

                 "Exchange Dates" shall have the meaning set forth in Section
         2(a)(ii) of this Agreement.
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                                       7

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

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

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

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

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

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

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

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

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

                 "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the
         terms of the offering of any portion of the Registrable Certificates
         covered by a Shelf Registration Statement, and by all other amendments
         and supplements to such prospectus, and in each case including all
         material incorporated by reference therein.
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                 "Registrable Certificates" shall mean, together, the Class A
         Registrable Certificates, the Class B Registrable Certificates and the
         Class C Registrable.

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

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

                 "SEC" shall mean the Securities and Exchange Commission.

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

                 "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Certificates (but no other securities unless approved by the Holders
         whose Registrable Certificates are covered by such Shelf Registration
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                                       9

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

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

                 "Successor Trust" shall have the meaning set forth in the
         fifth paragraph of this Agreement.

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

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

                 "Trust Agreement" shall have the meaning set forth in the
         fifth paragraph of this Agreement.

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

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

                 2.       Registration Under the 1933 Act.  (a)  To the extent
not prohibited by any applicable law or applicable interpretation of the Staff
of the SEC, the Company shall use its best efforts (i) to cause to be filed
after the Closing Date an Exchange Offer Registration Statement covering the
offer to the Holders to exchange (A) all of the Class A Registrable
Certificates for Class A Exchange Certificates, (B) all of the Class B
Registrable Certificates for Class B Exchange Certificates, (C) all of the
Class C Registrable Certificates for Class C Exchange Certificates (ii) to have
such Registration Statement remain effective until the closing of the Exchange
Offer.  The Company shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement has been declared effective by the SEC
and use its best efforts to have the Exchange Offer consummated not later than
60 days after such effective date.  The Company shall, or shall cause the
Trustees to, commence the Exchange Offer by mailing the related exchange offer
Prospectus and accompanying documents to each Holder stating, in addition to
such other disclosures as are required by applicable law:
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                                       10

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

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

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

                 (iv)     that Holders electing to have a Registrable
         Certificate exchanged pursuant to the Exchange Offer will be required
         to surrender such Registrable Certificate, together with the enclosed
         letters of transmittal, to the institution and at the address (located
         in the Borough of Manhattan, The City of New York) specified in the
         notice prior to the close of business on the last Exchange Date; and

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

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

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

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

                 (iii)    deliver, or cause to be delivered, to the Class B
         Trustee for cancellation all Class B Registrable Certificates or
         portions thereof so accepted for exchange by the Company, and issue,
         and cause the Class B Trustee to promptly
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                                       11

         authenticate and mail to each Class B Holder, Class B Exchange
         Certificates equal in principal amount to the principal amount of the
         Class B Registrable Certificates surrendered by such Class B Holder;
         and

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

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

                 (b)      In the event that (i) the Company determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of
the Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated within 30 days of the effectiveness of an Exchange Offer
Registration Statement or (iii) the Exchange Offer has been completed and in
the opinion of counsel for the Placement Agents a Registration Statement must
be filed and a Prospectus must be delivered by the Placement Agents in
connection with any offering or sale of Registrable Certificates, the Company
shall use its best efforts to cause to be filed as soon as practicable after
such determination, date or notice of such opinion of counsel is given to the
Company, as the case may be, a Shelf Registration Statement providing for the
sale by the Holders of all of the Registrable Certificates, and to have such
Shelf Registration Statement declared effective by the SEC.  The Company agrees
to use its best efforts to keep the Shelf Registration Statement continuously
effective until the second anniversary of the Closing Date or such shorter
period that will terminate when all of the Registrable Certificates covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement.  The Company further agrees to supplement or amend the
Shelf Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder with respect to information relating to such Holder, and to use its best
efforts to cause any such
<PAGE>   13
                                       12

amendment to become effective and such Shelf Registration Statement to become
usable as soon as thereafter practicable.  The Company agrees to furnish to the
Holders of Registrable Certificates copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

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

                 (d)      An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Certificates pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or
court, such Shelf Registration Statement will be deemed not to have become
effective during the period of such interference until the offering of
Registrable Certificates pursuant to such Registration Statement may legally
resume.  In the event that neither the consummation of the Exchange Offer nor
the declaration by the Commission of a Shelf Registration to be effective (each
a "Registration Event") occurs on or prior to the 180th day after the date of
the issuance of the Registrable Certificates, the interest rate per annum borne
by the Certificates shall be increased by 0.50%, effective from and including
August 9, 1998, to but excluding the date on which a Registration Event occurs.
In the event that the Shelf Registration Statement ceases to be effective at
any time during the period specified by Section 2(b) hereof for more than 60
days, whether or not consecutive, during any 12-month period, the interest rate
borne by the Certificates shall be increased by 0.50% per annum from the 61st
day of the applicable 12-month period such Shelf Registration Statement ceases
to be effective until such time as the Shelf Registration Statement again
becomes effective.

                 (e)      Without limiting the remedies available to the
Placement Agents and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Placement Agents or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, each Placement Agent or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Section 2(a) and Section 2(b) hereof.
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                                       13

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

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

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

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

                 (d)      use its best efforts to register or qualify the
         Registrable Certificates under all applicable state securities or
         "blue sky" laws of such jurisdictions as any Holder of Registrable
         Certificates covered by a Registration Statement shall reasonably
         request in writing by the time the applicable Registration Statement
         is declared effective by the SEC, to cooperate with such Holders in
         connection with any
<PAGE>   15
                                       14

         filings required to be made with the National Association of
         Securities Dealers, Inc. and do any and all other acts and things
         which may be reasonably necessary or advisable to enable such Holder
         to consummate the disposition in each such jurisdiction of such
         Registrable Certificates owned by such Holder; provided, however, that
         the Company shall not be required to (i) qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction where it
         would not otherwise be required to qualify but for this Section 3(d),
         (ii) file any general consent to service of process or (iii) subject
         itself to taxation in any such jurisdiction if it is not so subject;

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

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

                 (g)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Certificates, without charge, at least one
         conformed copy of each
<PAGE>   16
                                       15

         Registration Statement and any post-effective amendment thereto
         (without documents incorporated therein by reference or exhibits
         thereto, unless requested);

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

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

                 (j)      a reasonable time prior to the filing of any
         Registration Statement, any Prospectus, any amendment to a
         Registration Statement or amendment or supplement to a Prospectus or
         any document which is to be incorporated by reference into a
         Registration Statement or a Prospectus after initial filing of a
         Registration Statement, provide copies of such document to the
         Placement Agents and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) and make such
         of the representatives of the Company as shall be reasonably requested
         by the Placement Agents or their counsel (and, in the case of a Shelf
         Registration Statement, the Holders or their counsel) available for
         discussion of such document, and shall not at any time file or make
         any amendment to the Registration Statement, any Prospectus or any
         amendment of or supplement to a Registration Statement or a Prospectus
         or any document which is to be incorporated by reference into a
         Registration Statement or a Prospectus, of which the Placement Agents
         and their counsel (and, in the case of a Shelf Registration Statement,
         the Holders and their counsel) shall not have previously been advised
         and furnished a copy or to which the Placement Agents or their counsel
         (and, in the case of a Registration Statement, the Holders or their
         counsel) shall object;
<PAGE>   17
                                       16

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

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

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

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

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

                 (p)      if reasonably requested by any Holder of Registrable
         Certificates covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment
         such information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         the Company has received satisfactory notification of the matters to
         be incorporated in such filing; and
<PAGE>   18
                                       17

                 (q)      in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority of
         the class of Registrable Certificates being sold) in order to expedite
         or facilitate the disposition of such Registrable Certificates
         including, but not limited to, an Underwritten Offering and in such
         connection, (i) to the extent possible, make such representations and
         warranties to the Holders and any Underwriters of such Registrable
         Certificates with respect to the business of the Company and its
         subsidiaries, the Registration Statement, Prospectus and documents
         incorporated by reference or deemed incorporated by reference, if any,
         in each case, in form, substance and scope as are customarily made by
         issuers to underwriters in underwritten offerings and confirm the same
         if and when requested, (ii) obtain opinions of counsel to the Company
         (which counsel and opinions, in form, scope and substance, shall be
         reasonably satisfactory to the Holders and such Underwriters and their
         respective counsel) addressed to each selling Holder and Underwriter
         of Registrable Certificates, covering the matters customarily covered
         in opinions requested in underwritten offerings, (iii) obtain "cold
         comfort" letters from the independent certified public accountants of
         the Company (and, if necessary, any other certified public accountant
         of any subsidiary of the Company, or of any business acquired by the
         Company for which financial statements and financial data are or are
         required to be included in the Registration Statement) addressed to
         each selling Holder and Underwriter of Registrable Certificates, such
         letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings, and (iv) deliver such documents and
         certificates as may be reasonably requested by the Holders of a
         majority in principal amount of the Registrable Certificates being
         sold or the Underwriters, and which are customarily delivered in
         underwritten offerings, to evidence the continued validity of the
         representations and warranties of the Company made pursuant to clause
         (i) above and to evidence compliance with any customary conditions
         contained in an underwriting agreement.

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

                 In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Certificates pursuant to a
Shelf Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in its possession, other than permanent file
copies then in such Holder's
<PAGE>   19
                                       18

possession, of the Prospectus covering such Registrable Certificates current at
the time of receipt of such notice.  If the Company shall give any such notice
to suspend the disposition of Registrable Certificates pursuant to a
Registration Statement, the Company shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this
Registration Rights Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date when
the Holders shall have received copies of the supplemented or amended
Prospectus necessary to resume such dispositions.  The Company may give any
such notice only twice during any 365 day period and any such suspensions may
not exceed 30 days for each suspension and there may not be more than two
suspensions in effect during any 365 day period.

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

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

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

                 (b)      In light of Section 4(a) above, notwithstanding the
other provisions of this Registration Rights Agreement, the Company agrees that
the provisions of this Registration Rights Agreement as they relate to a Shelf
Registration shall also apply to an Exchange Offer Registration to the extent,
and with such reasonable modifications thereto as may be reasonably requested
by the Placement Agents or by one or more Participating Broker-Dealers, in each
case as provided in clause (ii) below, in order to expedite or
<PAGE>   20
                                       19

facilitate the disposition of any Exchange Certificates by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section
4(a) above; provided that:

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

                 (ii)     the application of the Shelf Registration procedures
         set forth in Section 3 of this Registration Rights Agreement to an
         Exchange Offer Registration, to the extent not required by the
         positions of the Staff of the SEC or the 1933 Act and the rules and
         regulations thereunder, will be in conformity with the reasonable
         request to the Company by the Placement Agents or with the reasonable
         request in writing to the Company by one or more broker-dealers who
         certify to the Placement Agents and the Company in writing that they
         anticipate that they will be Participating Broker-Dealers; provided
         that in connection with such application of the Shelf Registration
         procedures set forth in Section 3 to an Exchange Offer Registration,
         the Company shall be obligated (x) to deal only with one entity
         representing the Participating Broker-Dealers, which shall be Morgan
         Stanley unless it elects not to act as such representative, (y) to pay
         the fees and expenses of only one counsel representing the
         Participating Broker-Dealers, which shall be counsel to the Placement
         Agents unless such counsel elects not to so act, and (z) to cause to
         be delivered only one, if any, "cold comfort" letter with respect to
         the Prospectus in the form existing on the last Exchange Date and with
         respect to each subsequent amendment or supplement, if any, effected
         during the period specified in clause (i) above.

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

                 5.       Indemnification and Contribution.         (a)  The
Company agrees to indemnify and hold harmless each Placement Agent, each Holder
and each person, if any, who controls any Placement Agent or any Holder within
the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act,
or is under common control with, or is controlled by, any Placement Agent or
any Holder, from and against all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
by any Placement Agent, any Holder or any such controlling or affiliated person
in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto) pursuant to
which Exchange Certificates or Registrable
<PAGE>   21
                                       20

Certificates were registered under the 1933 Act, including all documents
incorporated therein by reference, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Placement Agents or any Holder
(and, in the case of such losses, claims, damages or liabilities incurred by
Morgan Stanley, by any such untrue statement or omission or alleged untrue
statement or omission based upon information relating to Morgan Stanley Capital
Services, Inc. or to Morgan Stanley, Dean Witter, Discover & Co.) furnished to
the Company in writing by the Placement Agents or any selling Holder expressly
for use therein, provided, however, that the foregoing indemnity agreement with
respect to the Preliminary Memorandum shall not inure to the benefit of any
Placement Agent from whom the person asserting any such losses, claims, damages
or liabilities purchased Offered Certificates, or any person controlling such
Placement Agent, if a copy of the Final Memorandum (as then amended or
supplemented if the Company shall have furnished any amendments thereto) was
not sent or given by or on behalf of such Placement Agent to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Offered Certificates (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 5(a) of the Placement Agreement.  In connection with
any Underwritten Offering permitted by Section 3, the Company will also
indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the
meaning of the 1933 Act and the 1934 Act) to the same extent as provided above
with respect to the indemnification of the Holders, if requested in connection
with any Registration Statement.

                 (b)      Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, each Placement Agent, the other
selling Holders and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Placement Agent or any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Placement Agents and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).
<PAGE>   22
                                       21

                 (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of paragraph (a) or paragraph (b)
above, such person (the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding.  In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for (a)
the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Placement Agents and all persons, if any, who control any
Placement Agent within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Company, its directors, its
officers who sign the Registration Statement and each person, if any, who
controls the Company within the meaning of either such Section and (c) the fees
and expenses of more than one separate firm (in addition to any local counsel)
for all Holders and all persons, if any, who control any Holders within the
meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred.  In such case involving the Placement Agents
and persons who control any Placement Agent, such firm shall be designated in
writing by the Placement Agents.  In such case involving the Holders and such
persons who control Holders, such firm shall be designated in writing by the
Majority Holders.  In all other cases, such firm shall be designated by the
Company.  The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed
the indemnified party for such fees and expenses of counsel in accordance with
such request prior to the date of such settlement.  No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect
<PAGE>   23
                                       22

of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

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

                 (e)      The Company and each Holder agree that it would not
be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Certificates were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.

                 The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Placement Agents, any Holder
<PAGE>   24
                                       23

or any person controlling any Placement Agent or any Holder, or by or on behalf
of the Company, its officers or directors or any person controlling the
Company, (iii) acceptance of any of the Exchange Certificates and (iv) any sale
of Registrable Certificates pursuant to a Shelf Registration Statement.

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

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

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

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

                 Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to each Trustee,
at the address specified in the Applicable Trust Agreement.
<PAGE>   25
                                       24


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

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

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

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

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

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

                 (j)      Severability.  In the event that any one or more of
the provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.
<PAGE>   26
                                       25

                 (k)      Trustees.  The Trustees shall take such action as may
be reasonably requested by the Company in connection with the Company
satisfying its obligations arising under this Agreement.
<PAGE>   27
                 IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


                                    ATLAS AIR, INC.



                                    By:     /s/ RICHARD H. SHUYLER
                                            --------------------------------
                                            Name:  Richard H. Shuyler
                                            Title: Chief Financial Officer,
                                                   Sr. Vice Pres., Finance; and


Confirmed and accepted as of
  the date first above written:

MORGAN STANLEY & CO. INCORPORATED
BT ALEX. BROWN INCORPORATED
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
GOLDMAN, SACHS & CO.

By:      MORGAN STANLEY & CO. INCORPORATED



By:       /s/ TOM CAHILL
         ------------------------------------------
         Name:
         Title: