<PAGE>   1
                                                                   EXHIBIT 10.99

                                                                  EXECUTION COPY


                              INDEMNITY AGREEMENT


                          Dated as of February 9, 1998


                                    between


                              ABN AMRO BANK N.V.,
                                 Chicago Branch


                                 as Depositary


                                      and


                                ATLAS AIR, INC.
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>         <C>                                                        <C>
SECTION 1.   Indemnity Payments . . . . . . . . . . . . . . . . . . . .   2

SECTION 2.   Collateral Account and Investments . . . . . . . . . . . .   2

SECTION 3.   Increases in Collateral Account  . . . . . . . . . . . . .   4

SECTION 4.   Breakage Account; Breakage Costs . . . . . . . . . . . . .   5

SECTION 5.   Overdue Amounts  . . . . . . . . . . . . . . . . . . . . .   7

SECTION 6.   Representations and Warranties . . . . . . . . . . . . . .   7

SECTION 7.   Conditions Precedent . . . . . . . . . . . . . . . . . . .   9

SECTION 8.   No Set-Off   . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 9.   Increased Costs  . . . . . . . . . . . . . . . . . . . . .  10

SECTION 10.  Capital Adequacy . . . . . . . . . . . . . . . . . . . . .  11

SECTION 11.  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

SECTION 12.  Expenses; Indemnity  . . . . . . . . . . . . . . . . . . .  12

SECTION 13.  Remedies . . . . . . . . . . . . . . . . . . . . . . . . .  12

SECTION 14.  Amendment, Etc.  . . . . . . . . . . . . . . . . . . . . .  12

SECTION 15.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . .  12

SECTION 16.  Entire Agreement . . . . . . . . . . . . . . . . . . . . .  13

SECTION 17.  Governing Law  . . . . . . . . . . . . . . . . . . . . . .  13

SECTION 18.  Waiver of Jury Trial Right . . . . . . . . . . . . . . . .  13

SECTION 19.  Counterparts . . . . . . . . . . . . . . . . . . . . . . .  14
</TABLE>
<PAGE>   3

Schedule I       Deposit Agreements; Deposit Interest Rate; Initial Collateral
                 Deposit

Schedule II      Aircraft

Annex A          Definitions

Exhibit A        Form of Officer's Certificate

Exhibit B-1      Form of Opinion of Counsel for Atlas

Exhibit B-2      Form of Opinion of In-House Legal Counsel of Atlas

Exhibit C-1      Form of Opinion of U.S. Counsel for ABN AMRO

Exhibit C-2      Form of Opinion of Netherlands Counsel for ABN AMRO





                                       ii

<PAGE>   4





                              INDEMNITY AGREEMENT

                 INDEMNITY AGREEMENT dated as of February 9, 1998 (as amended,
modified or supplemented from time to time, this "Agreement") between ABN AMRO
BANK N.V., a banking institution organized under the laws of the Netherlands,
acting through its Chicago Branch ("ABN AMRO", and in its capacity as
depositary bank under the Deposit Agreements referred to below (together with
its successors and assigns in such capacity), the "Depositary"), and ATLAS AIR,
INC., a Delaware corporation (together with its successors and assigns,
"Atlas").


                               W I T N E S S E T H


                 WHEREAS, in connection with the financing by Atlas of the
Aircraft set forth on Schedule I hereto, First Security Bank, National
Association, as escrow agent (in such capacity together with its successors in
such capacity, the "Escrow Agent"), and the Depositary are entering into the
Deposit Agreements set forth on Schedule II hereto (as amended, modified or
supplemented from time to time in accordance with the terms thereof and with
the consent of Atlas, the "Deposit Agreements") pursuant to each of which,
among other things, (i) the Depositary will establish accounts into and from
which the Escrow Agent shall make deposits, withdrawals and re-deposits and
(ii) the Depositary will pay the Escrow Agent interest at the Coupon Rate on
the amounts on deposit in each such account (such amounts, the "Deposits");

                 WHEREAS, on the date hereof, the Escrow Agent shall deposit
(i) $300,254,000 with the Depositary under the Class A Deposit Agreement (the
"Initial Class A Deposit Amount"), (ii) $115,481,000 with the Depositary under
the Class B Deposit Agreement (the "Initial Class B Deposit Amount") and (iii)
$123,180,000 with the Depositary under the Class C Deposit Agreement (the
"Initial Class C Deposit Amount" and, together with the Initial Class A Deposit
Amount and the Initial Class B Deposit Amount, the "Initial Deposit Amounts");
and

                 WHEREAS, it is a condition precedent to the obligation of the
Depositary to enter into the Deposit Agreements that Atlas enter into this
Indemnity Agreement;

                 NOW, THEREFORE, in consideration of the Depositary entering
into the Deposit Agreements and the mutual agreements herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows (capitalized terms not
defined herein shall have the meanings set forth in Annex A hereto):
<PAGE>   5
                                       2

                 SECTION 1.  Indemnity Payments.

                 (a)  On each Interest Payment Date, Atlas shall pay to ABN
AMRO the amount, if any, by which (x) the sum of all payments to be made by the
Depositary to the Escrow Agent pursuant to the Deposit Agreements on such
Interest Payment Date (including any amounts resulting from an increase in the
applicable Coupon Rate in accordance with Section 2.2 of the Deposit
Agreements) exceeds (y) the sum of interest which has accrued on each Deposit
at the rate set forth on Schedule II hereto under the heading "Deposit Interest
Rate" (the "Deposit Interest Rate") from and including the Interest Payment
Date immediately preceding such Interest Payment Date (or, in the case of the
initial Interest Payment Date, from and including the date of this Agreement)
to but excluding such Interest Payment Date.

                 (b)  In the event that any new Deposit is established pursuant
to Section 2.4 of the Deposit Agreement (a "New Deposit"), on each Interest
Payment Date subsequent to the date of establishment of such New Deposit, Atlas
shall pay to ABN AMRO the amount, if any, by which (x) the payment to be made
by the Depositary to the Escrow Agent with respect to such New Deposit pursuant
to the relevant Deposit Agreement (including any amounts resulting from an
increase in the applicable Coupon Rate in accordance with Section 2.2 of the
Deposit Agreements) exceeds (y) the interest which has accrued on such New
Deposit at the rate established by ABN AMRO as the deposit interest rate with
respect thereto (the "New Deposit Interest Rate") from and including the
Interest Payment Date immediately preceding such Interest Payment Date (or, in
the case of the first Interest Payment Date following the date of establishment
of such New Deposit, from and including such date of establishment) to but
excluding such Interest Payment Date.

                 SECTION 2.  Collateral Account and Investments.

                 (a)  Collateral Account.  There is hereby established with ABN
AMRO a collateral account (the "Collateral Account") in the name and under the
control of ABN AMRO into which Atlas shall deposit cash from time to time in
accordance with the provisions of Section 2(b) and Section 3 hereof.  The
balance from time to time in the Collateral Account shall be subject to
withdrawal only as provided herein.

                 (b)  Initial Collateral Account Deposit.  On the date hereof,
Atlas shall deposit into the Collateral Account the amount set forth on
Schedule II hereto under the heading "Initial Collateral Deposit", representing
the aggregate of (1) the amount by which (x) the sum of all payments to be made
by the Depositary to the Escrow Agent pursuant to the Deposit Agreements
exceeds (y) the sum of interest accruing at the Deposit Interest Rate on each
Deposit from and including the date of establishment thereof to but excluding
the Maturity Date thereof and (2) the Overdue Amount, reasonably estimated by
ABN AMRO,
<PAGE>   6
                                       3

that would accrue and become payable by Atlas to ABN AMRO pursuant to Section
5(b) of this Agreement as a result of the occurrence of the events described in
such Section.

                 (c)  Investment of Balance in Collateral Account.  Amounts on
deposit in the Collateral Account shall be invested from time to time in
Permitted Investments at the direction of Atlas; provided, that if Atlas shall
fail to provide instructions with respect to the investment of any amounts in
the Collateral Account not then invested in Permitted Investments at or before
12:00 noon Chicago time on any day such amounts are to be invested, ABN AMRO
shall invest such amounts in Permitted Investments with a duration of one day.
Such Permitted Investments shall be held in the name and be under the control
of ABN AMRO.

                 (d)  Pledge.  As collateral security for the prompt payment in
full when due of Atlas' obligations under this Agreement (but with respect to
Atlas' obligation to pay Breakage Obligations (as defined below) pursuant to
Section 4 hereof, only to the extent that the amounts on deposit in the
Breakage Account (as defined below) and pledged in accordance with Section 4(c)
hereof are insufficient to cover amounts due and payable pursuant to such
Section 4) (the "Secured Obligations"), Atlas hereby pledges and grants to ABN
AMRO a security interest in all of Atlas' right, title and interest in and to
the Collateral Account, the amounts on deposit therein, the funds therein, the
balance thereof and all proceeds of the foregoing (collectively, the
"Collateral").  If at any time Atlas shall fail to pay any Secured Obligation
when due, ABN AMRO may (in its sole discretion) (i) liquidate any investments
made in respect of amounts deposited in the Collateral Account and (ii) apply
or cause to be applied the balance from time to time outstanding to the credit
of the Collateral Account to the payment of such Secured Obligation.

                 In addition, with respect to the Collateral, ABN AMRO shall be
entitled to all rights and remedies available to a secured party under the
Uniform Commercial Code as in effect in any applicable jurisdiction and such
additional rights and remedies to which a secured party is entitled under the
laws in effect in any jurisdiction where any rights and remedies hereunder may
be asserted. Atlas hereby appoints ABN AMRO as its attorney-in-fact, with full
power of substitution, so that, if Atlas shall fail to pay any Secured
Obligation or Breakage Obligation when due, ABN AMRO may take such action and
execute such agreements, instruments and documents with respect to the
Collateral, in the name of Atlas, as ABN AMRO may deem necessary or desirable
for ABN AMRO to exercise its rights and remedies hereunder, or to enforce
Atlas' obligations hereunder or to perfect ABN AMRO's security interest granted
hereunder, which appointment is coupled with an interest and is irrevovable.
The proceeds of any sale of Collateral or any setoff of the Collateral against
the Secured Obligations and Breakage Obligations shall be applied (i) first, to
all reasonable expenses (including, without limitation, fees and expenses of
legal counsel) or taxes imposed or incurred in connection with the custody,
care, sale or collection, or realization upon, any of the Collateral or the
preservation or enforcement of any rights of  ABN AMRO
<PAGE>   7
                                       4

hereunder, and (ii) second, to the payment of the Secured Obligations. To the
extent any such application of the proceeds of the Collateral is insufficient
to cover all such expenses and Secured Obligations and Breakage Obligations,
Atlas shall be liable for such insufficiency.

                 (e)  On each Interest Payment Date, if at the time the
Depositary has made the payments of interest scheduled to be made on such
Interest Payment Date pursuant to the Deposit Agreements, Atlas has not
otherwise paid to ABN AMRO all sums due and payable on such Interest Payment
date pursuant to Section 1(a) (and, if any New Deposit has been established,
Section 1(b)) hereof, ABN AMRO shall withdraw and apply to Atlas' obligations
to make payments under such Sections an amount in the Collateral Account equal
to the aggregate amount then due and payable pursuant thereto.

                 (f)  Atlas may, from time to time and so long as it is not in
default of any of its obligations pursuant hereto, request that ABN AMRO
withdraw from the Collateral Account and release to Atlas any unreleased
Investment Earnings therein.  Within five Business Days of delivery of such
request, ABN AMRO shall pay such amounts to Atlas in immediately available
funds.

                 (g)  Upon the later of:

                          (i)     the later of (x) the date on which all of the
                                  Deposits shall have been withdrawn and paid
                                  (or shall be required to be withdrawn and
                                  paid) as provided in the Deposit Agreements
                                  without any redeposit and (y) the date on
                                  which all accrued and unpaid interest on the
                                  Deposits shall have been paid (or shall have
                                  become due and payable) as provided in the
                                  Deposit Agreement (the later of clause (x)
                                  and (y) being referred to as the "Deposit
                                  Agreement Termination Date") and

                          (ii)    the payment in full of all Secured
                                  Obligations due and payable on or prior to
                                  the Deposit Agreement Termination Date (the
                                  "Termination Date"),

ABN AMRO shall pay all amounts in the Collateral Account, together with any
unreleased Investment Earnings thereon, to Atlas as promptly as is practicable
and in immediately available funds.
<PAGE>   8
                                       5


                 SECTION 3.  Increases in Collateral Account.

                 (a)  Delayed Delivery; Extension of Maturity Dates.

                 (i)      With respect to any particular Aircraft (or
         Substitute Aircraft in respect thereof) that will not be delivered and
         in respect of which Equipment Notes will not be issued pursuant to the
         Note Purchase Agreement on or prior to the last Business Day of such
         Aircraft's Scheduled Delivery Month, Atlas may extend the Maturity
         Date of any Deposits maturing within such Scheduled Delivery Month by
         delivering to ABN AMRO at least 15 days prior to such Maturity Date a
         notice (an "Extension Notice") specifying a date prior to the Delivery
         Period Termination Date to which such Maturity Date is to be extended
         (such date, the "Rescheduled Maturity Date").  Upon receipt of the
         Extension Notice, ABN AMRO shall establish, and promptly deliver to
         Atlas notice of, the deposit interest rate (the "Extension Rate") that
         shall apply to such Deposits for the period from and including their
         original Maturity Date to but excluding their Rescheduled Maturity
         Date (such period, the "Extension Period").  Upon the original
         Maturity Date of any Deposit with respect to which ABN AMRO has
         received an Extension Notice, the maturity of such Deposit shall be
         deemed extended to the Rescheduled Maturity Date without the need for
         any action on the part of the Escrow Agent or the Depositary;
         provided, however, that Atlas may exercise no such right of extension,
         and such Maturity Dates shall not be extended in accordance with this
         Section 3(a)(i), if Atlas shall not have deposited into the Collateral
         Account on or prior to the relevant original Maturity Date an amount
         (such amount, the "Delay Increase Amount") equal to the excess, if
         any, of (x) the aggregate interest accruing on such Deposits pursuant
         to the Deposit Agreements during the Extension Period over (y) the
         aggregate interest accruing on such Deposits at the Extension Rate
         during the Extension Period.

                 (ii)     Nothing in Section 3(a)(i) above shall be interpreted
         to prevent Atlas from further extending any Maturity Dates previously
         extended in accordance therewith; provided, however, that in no event
         shall Atlas be able to extend any Maturity Date beyond the Delivery
         Period Termination Date.  In the event of any such further extensions,
         any references in such Section to a "Maturity Date" or "original
         Maturity Date" shall be deemed to refer to the most recently
         established Rescheduled Maturity Date with respect to the relevant
         Deposits and any references in such Section to a "Rescheduled Maturity
         Date" shall be deemed to refer to the date of maturity of such
         Deposits as to be further extended.
<PAGE>   9
                                       6

                 (b)  Re-deposits.  In the event that any New Deposit is
established, Atlas shall, on the date of the establishment thereof, deposit
into the Collateral Account the amount by which (x) the sum of all payments to
be made by the Depositary to the Escrow Agent with respect to such new Deposit
pursuant to the relevant Deposit Agreement exceeds (y) the sum of interest
accruing on such new Deposit at the New Deposit Interest Rate with respect
thereto from and including the date of establishment of such New Deposit to but
excluding the Maturity Date thereof.

                 (c)  Interest Step-up.  If no Registration Event has occurred
30 days prior to the Registration Date, or in the event of any increase in the
Coupon Rate of any Deposit pursuant to Section 2.2 of the Deposit Agreements,
Atlas shall, on the applicable date, deposit into the Collateral Account an
amount equal to the aggregate additional interest that would accrue on all
Deposits then extant as a result of such increase from and including the date
of such increase to but excluding the Delivery Period Termination Date.  Upon
the cessation of such increase, ABN AMRO shall pay to Atlas as promptly as is
practicable and in immediately available funds an amount equal to the excess,
if any, of (x) the amount deposited by Atlas into the Collateral Account
pursuant to this Section 3(c) over (y) the aggregate additional interest that
actually accrued on the Deposits from and including the date of such increase
to but excluding the date of the cessation thereof, together with any
unreleased Investment Earnings thereon.

                 (d)  Breakage Gross-Up.  In the event that ABN AMRO exercises
its rights under Section 2(d) hereof with respect to any amounts due and
payable pursuant to Section 4 hereof, Atlas shall upon demand by ABN AMRO
deposit into the Collateral Account an amount equal to the amount withdrawn
from the Collateral Account in accordance with such Section 2(d) within 5 days
of such demand or, if an Interest Payment shall occur before the lapse of such
5-day period, on or before such Interest Payment Date.

                 SECTION 4.  Breakage Account; Breakage Costs.

                 (a)  Breakage Account.  There is hereby established with ABN
AMRO a collateral account (the "Breakage Account") in the name and under the
control of ABN AMRO into which Atlas shall deposit cash from time to time in
accordance with the provisions of  this Section 4.  The balance from time to
time in the Breakage Account shall be subject to withdrawal only as provided
herein.

                 (b)  Investment of Balance in Breakage Account.  Amounts on
deposit in the Breakage Account shall be invested from time to time in
Permitted Investments at the direction of Atlas; provided, that if Atlas shall
fail to provide instructions with respect to the investment of any amounts in
the Breakage Account not then invested in Permitted Investments at or before
12:00 noon Chicago time on any day such amounts are to be invested, ABN AMRO
shall invest such amounts in Permitted Investments with a duration of
<PAGE>   10
                                       7

one day.  Such Permitted Investments shall be held in the name and be under the
control of ABN AMRO.

                 (c)  Pledge.  As collateral security for the prompt payment in
full when due of Atlas' obligations under this Section 4 (the "Breakage
Obligations"), Atlas hereby pledges and grants to ABN AMRO a security interest
in all of Atlas' right, title and interest in and to the Breakage Account and
the amounts on deposit therein.  If at any time Atlas shall fail to pay any
Breakage Obligation when due, ABN AMRO may (in its sole discretion) (i)
liquidate any investments made in respect of amounts deposited in the Breakage
Account and (ii) apply or cause to be applied the balance from time to time
outstanding to the credit of the Breakage Account to the payment of such
Breakage Obligation.

                 (d)  Breakage.  Atlas shall compensate ABN AMRO for any
reasonable losses, costs or expenses (including, without limitation, any cost
of funding or loss as a result of terminating, liquidating, obtaining or re-
establishing any hedge or related trading position) (such losses, costs or
expenses, "Breakage Costs") actually incurred as the result of (w) the
withdrawal of any Deposit prior to the Maturity Date thereof or (x) the
cancellation of any withdrawal with respect to which a notice has been
delivered to the Depositary pursuant to Section 2.3(a) of the Deposit Agreement
less than one Business Day prior to the scheduled date of such withdrawal (such
withdrawal, termination, reset or (y) the termination of any Deposit Agreement
pursuant to Section 3.2 thereof or (z) the reset of our Maturity Date (and/or
the withdrawal of a Deposit on such reset Maturity Date) pursuant to Section
2.5 of any Deposit Agreement or cancellation, a "Breakage Event").  Atlas shall
pay ABN AMRO an amount equal to the excess of any Breakage Costs actually
incurred over any such costs recovered in accordance with Section 4(e) below
within 5 days of demand by ABN AMRO of such payment.  Together with such
demand, ABN AMRO shall deliver to Atlas a certificate setting forth in
reasonable detail such Breakage Costs and any amounts that ABN AMRO is entitled
to receive pursuant to this Section 4(d) and shall be prima facie evidence of
such amounts.

                 (e)  Anticipated Breakage Cost.

                          (i)  Without limiting the generality of the foregoing
         Section 4(d), if at any time Applicable LIBOR shall be equal to or
         greater than a rate per annum fifty basis points below the Blended
         Coupon Rate, ABN AMRO may deliver to Atlas notice of the Breakage
         Costs that ABN AMRO would incur with respect to each Deposit then
         still extant (such notice an "Anticipated Breakage Notice" and the
         date thereof a "Notice Date") from and including the relevant Notice
         Date to but excluding the Maturity Date of each such Deposit if a
         Breakage Event were to occur as of such Notice Date.  Within 5 days of
         receipt of an Anticipated Breakage Notice, Atlas shall deposit into
         the Breakage Account an amount (the "Anticipated Breakage Cost") equal
         to:
<PAGE>   11
                                       8


                 (A)      the aggregate amount of the Deposits, multiplied by

                 (B)      a rate per annum equal to the excess of Applicable
                          LIBOR over a rate seventy-five basis points below the
                          Blended Coupon Rate, multiplied by

                 (C)      the quotient of a number equal to the remaining
                          weighted average life of the Deposits in days divided
                          by 360.

         Such deposit shall be net of any amounts to be released to Atlas in
         accordance with Section 4(e)(iii) hereof.

                          (ii)  Upon the occurrence of a Breakage Event, ABN
         AMRO shall withdraw from the Breakage Account and apply to Atlas'
         obligation to pay Breakage Costs pursuant to this Section 4 an amount
         equal to the lesser of such Breakage Costs and the Anticipated
         Breakage Costs, if any, then on deposit in the Breakage Account.

                          (iii)  At any time that the amount on deposit in the
         Breakage Account (such amount, from time to time, the "Breakage
         Balance") exceed the Anticipated Breakage Costs that ABN AMRO would
         incur with respect to each Deposit extant on such date, Atlas may
         request the withdrawal and release of an amount equal to the excess of
         all amounts deposited and not previously released over such
         Anticipated Breakage Costs, together with any unreleased Investment
         Earnings on such excess.  ABN AMRO shall release such amounts to Atlas
         within 5 days of receipt of such request.

                 (f)  Upon the later of:

                          (i)     the Deposit Agreement Termination Date and

                          (ii)    the payment in full of all Breakage
                                  Obligations due and payable on or prior to
                                  the Deposit Agreement Termination Date,

ABN AMRO shall forthwith pay all amounts in the Breakage Account, together with
any unreleased Investment Earnings thereon, to Atlas.

                 SECTION 5.  Overdue Amounts.  (a)  Atlas agrees to pay to ABN
AMRO interest on any amount that shall not be paid by Atlas when due under this
Agreement (an "Overdue Amount") at the Overdue Interest Rate, calculated on the
basis of a year of 360 days and actual days elapsed; provided, however, that no
such interest shall accrue on Overdue Amounts to the extent that ABN AMRO may
in accordance with the provisions of
<PAGE>   12
                                       9

this Agreement, and does not, withdraw and apply in payment thereof amounts on
deposit in the Collateral Account or the Breakage Account, as the case may be.
Such interest shall accrue on the portion of any Overdue Amount remaining
unpaid from time to time, from and including (or, in the case of amounts due
pursuant to Sections 1(a) and 1(b) hereof, from but excluding) the date that
such Overdue Amount is not paid when due to but excluding the date that it is
paid in full.  Overdue Amounts shall be payable on demand by ABN AMRO.

                 (b)  Without limiting the generality of the foregoing, amounts
on deposit in the Collateral Account or the Breakage Account which ABN AMRO
would be entitled to withdraw and apply in accordance with Section 1(e) or
Section 4(e)(ii) hereof, but which ABN AMRO cannot so withdraw and apply due to
the operation of the "automatic stay" provisions of the United States
Bankruptcy Code, shall be deemed Overdue Amounts from and including the date as
of which such provisions are in effect to but excluding the date on which ABN
AMRO is permitted to apply and withdraw them.

                 SECTION 6.  Representations and Warranties.  (A)  Atlas
represents and warrants to ABN AMRO that:

                 (a)      Atlas is a corporation duly incorporated, validly
         existing and in good standing under the Laws of the State of Delaware
         and has the corporate power and authority to conduct the business in
         which it is currently engaged and to own or hold under lease its
         properties and to enter into and perform its obligations under this
         Agreement.  Atlas is duly qualified to do business as a foreign
         corporation in good standing in each jurisdiction in which the nature
         and extent of the business conducted by it, or the ownership of its
         properties, requires such qualification except where the failure to be
         so qualified would not reasonably be expected to give rise to a
         Material Adverse Change to Atlas.

                 (b)      Atlas has taken, or caused to be taken, all necessary
         corporate action (including, without limitation, the obtaining of any
         consent or approval of stockholders required by its Certificate of
         Incorporation or By-Laws) to authorize the execution and delivery of
         this Agreement, and the performance of its obligations hereunder.

                 (c)      The execution and delivery by Atlas of this
         Agreement, the performance by Atlas of its obligations hereunder and
         the consummation by Atlas of the transactions contemplated hereby, do
         not and will not (i) violate any provision of the Certificate of
         Incorporation or By-Laws of Atlas, (ii) violate any Law applicable to
         or binding on Atlas, or (iii) violate or constitute any default under
         (other than any violation or default that would not reasonably be
         expected to result in a Material Adverse Change to Atlas), or result
         in the creation of any Lien (other than as permitted under any lease
         and other than the Liens contemplated hereby) upon any of
<PAGE>   13
                                       10

         the collateral hereunder under, any indenture, mortgage, chattel
         mortgage, deed of trust, conditional sales contract, lease, loan or
         other material agreement, instrument or document to which Atlas is a
         party or by which Atlas or any of its properties is bound or affected.

                 (d)      The execution and delivery by Atlas of this
         Agreement, the performance by Atlas of its obligations hereunder and
         the consummation by Atlas of the transactions contemplated hereby do
         not and will not require the consent or approval of, or the giving of
         notice to, or the registration with, or the recording or filing of any
         documents with, or the taking of any other action in respect of, (i)
         any trustee or other holder of any debt of Atlas and (ii) any
         Government Entity, other than filings, recordings, notices or other
         ministerial actions pursuant to any routine recording, contractual or
         regulatory requirements applicable to it.

                 (e)      This Agreement has been duly authorized, executed and
         delivered by Atlas and, assuming the due authorization, execution and
         delivery thereof by the other party hereto, constitutes the legal,
         valid and binding obligations of Atlas and is enforceable against
         Atlas in accordance with the terms hereof, except as such
         enforceability may be limited by bankruptcy, insolvency,
         reorganization, receivership, moratorium and other similar Laws
         affecting the rights of creditors generally and general principles of
         equity, whether considered in a proceeding at law or in equity and
         except as rights to indemnification may be limited by federal or state
         securities laws or principles of public policy.

                 (f)      Except as set forth in Atlas' most recent Annual
         Report on Form 10-K, as amended, filed by Atlas with the SEC on or
         prior to the date hereof, or in any Quarterly Report on Form 10-Q or
         Current Report on Form 8-K filed by Atlas with the SEC subsequent to
         such Annual Report on Form 10-K and on or prior to the date hereof, no
         action, claim or proceeding is now pending or, to the Actual Knowledge
         of Atlas threatened, against Atlas before any court, governmental
         body, arbitration, board, tribunal or administrative agency, which is
         reasonably likely to be determined adversely to Atlas and if
         determined adversely to Atlas would reasonably be expected to result
         in a Material Adverse Change with respect to Atlas.

                 (g)       The audited consolidated balance sheet of Atlas with
         respect to Atlas' most recent fiscal year included in Atlas' most
         recent Annual Report on Form 10-K, as amended, filed by Atlas with the
         SEC, and the related consolidated statements of operations and cash
         flows for that period then ended have been prepared in accordance with
         GAAP and fairly present in all material respects the financial
         condition of Atlas and its consolidated subsidiaries as of such date
         and the results of its operations and cash flows for such period, and
         since the date of such balance sheet there has been no material
         adverse change in such financial condition or operations of
<PAGE>   14
                                       11

         Atlas, except for matters disclosed in (a) the financial statements or
         Annual Report on Form 10-K referred to above, (b) any subsequent
         Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by
         Atlas with the SEC on or prior to the date hereof or (c) the Offering
         Memorandum dated January 27, 1998 relating to the Atlas Air, Inc. Pass
         Through Certificates, Series 1998-1.

                 (h)      This Agreement creates a security interest in favor
         of ABN AMRO in the Collateral Account, the Breakage Account, the
         Collateral and the Breakage Balance and such security interest
         constitutes a first priority perfected security interest in favor of
         ABN AMRO.

                 (i)      There are no financing statements under the Uniform
         Commercial Code or similar law of any state or jurisdiction affecting
         any property, right or interests of Atlas in the Collateral Account,
         the Breakage Account, the Collateral or the Breakage Balance.

                 (j)      On each occasion on which Atlas delivers amounts to
         the Breakage Account or Collateral Account hereunder, Atlas shall be
         the owner of such collateral or other amounts and has the right to
         receive all payments on such collateral, in each case fee and clear of
         all liens and security interest other than the lien and security
         interest under this Agreement. Atlas further covenants that it will
         not create, permit or suffer to be created any other lien or security
         interest in the Collateral Account, the Breakage Account, the
         Collateral or the Breakage Balance.

                 (B)      ABN AMRO represents and warrants to Atlas that:

                 (a)      ABN AMRO is a banking institution duly organized,
         validly existing and in good standing under the Laws of the
         Netherlands and is duly qualified to conduct banking business in the
         State of Illinois through its Chicago Branch and has the corporate
         power and authority to enter into and perform its obligations under
         this Agreement.

                 (b)      ABN AMRO has taken, or caused to be taken, all
         necessary corporate action (including, without limitation, the
         obtaining of any consent or approval of stockholders required by its
         Certificate of Incorporation or By-Laws) to authorize the execution
         and delivery of this Agreement, and the performance of its obligations
         hereunder.

                 (c)      The execution and delivery by ABN AMRO of this
         Agreement, the performance by ABN AMRO of its obligations hereunder
         and the consummation by ABN AMRO of the transactions contemplated
         hereby, do not and will not (i) violate
<PAGE>   15
                                       12

         any provision of the Certificate of Incorporation or By-Laws of ABN
         AMRO or (ii) violate any Law applicable to or binding on ABN AMRO.

                 (d)      The execution and delivery by ABN AMRO of this
         Agreement, the performance by ABN AMRO of its obligations hereunder
         and the consummation by ABN AMRO of the transactions contemplated
         hereby do not and will not require the consent or approval of, or the
         giving of notice to, or the registration with, or the recording or
         filing of any documents with, or the taking of any other action in
         respect of, (i) any trustee or other holder of any debt of ABN AMRO
         and (ii) any Government Entity, other than filings, recordings,
         notices or other ministerial actions pursuant to any routine
         recording, contractual or regulatory requirements applicable to it.

                 (e)      This Agreement has been duly authorized, executed and
         delivered by ABN AMRO and, assuming the due authorization, execution
         and delivery thereof by the other party hereto, constitutes the legal,
         valid and binding obligations of ABN AMRO and is enforceable against
         ABN AMRO in accordance with the terms hereof, except as such
         enforceability may be limited by bankruptcy, insolvency,
         reorganization, receivership, moratorium and other similar Laws
         affecting the rights of creditors generally and general principles of
         equity, whether considered in a proceeding at law or in equity and
         except as rights to indemnification may be limited by federal or state
         securities laws or principles of public policy.

                 SECTION 7.  Conditions Precedent.  The effectiveness of this
Agreement shall be subject to the following conditions:

                 (a)      Atlas shall have received a certificate, dated the
         date hereof and signed by an executive officer of ABN AMRO,
         substantially in the form of Exhibit A hereto.

                 (b)      ABN AMRO shall have received (i) an opinion of Cahill
         Gordon & Reindel, counsel for Atlas, to the effect set forth in
         Exhibit B-1 hereto and (ii) an opinion of in-house legal counsel of
         Atlas, to the effect set forth in Exhibit B-2 hereto.

                 (c)      Atlas shall have received (i) an opinion of Vedder,
         Price, Kaufman & Kammholz, U.S. counsel for ABN AMRO, to the effect
         set forth in Exhibit C-1 hereto and (ii) an opinion of Clifford
         Chance, Netherlands counsel for Atlas, to the effect set forth in
         Exhibit C-2 hereto.

                 SECTION 8.  No Set-Off.  All amounts (including, without
limitation, those payments made in respect of Taxes (as defined and provided
for below)) payable by Atlas to ABN AMRO hereunder shall be paid in U.S.
Dollars and immediately available funds by
<PAGE>   16
                                       13

wire transfer to ABN AMRO Bank, New York, NY, ABA# 026009580, Account Name:
ABN AMRO Bank N.V., Chicago Branch, Account No. 610-001-1789-41, Reference:
Atlas 1998-1 or to such other account as ABN AMRO may direct from time to time
in writing to Atlas.  Except as set forth in the final sentence of Section
4(e)(i) hereof, to the extent permitted by applicable law, Atlas hereby waives
any and all rights of set-off, combination of accounts, right of retention or
similar right (whether arising under applicable law, contract or otherwise) it
may have against ABN AMRO with respect to the Secured Obligations and the
Breakage Obligations howsoever arising.  All amounts payable hereunder shall be
made free and clear of and without reduction for or on account of any and all
taxes, levies or other impositions or charges ("Taxes"), other than taxes based
on or measured by ABN AMRO'S net income, franchise taxes, or taxes required to
be withheld as a result of ABN AMRO failing to provide Atlas with a properly
executed IRS Form 4224 or successor form thereto (any such non-excluded taxes,
collectively, "Indemnified Taxes").  If Atlas shall be required by law to
deduct or withhold any Indemnified Taxes from or in respect of any sum payable
hereunder, then Atlas shall (i) pay such additional amounts to ABN AMRO, as may
be necessary in order that the actual amount received by the ABN AMRO, after
such required deduction or withholding equals the sum it would have received
had no such deductions or withholding been required to be made, (ii) make such
deductions or withholding, and (iii) pay the full amount deducted or withheld
(including in respect of such additional amounts) to the competent taxation
authority.  If the date on which any payment is due would otherwise fall on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day, and no additional interest shall accrue in respect of
such extension.

                 SECTION 9.  Increased Costs.  In the event that any change in
law or governmental rule, regulation or order, or in the interpretation,
administration or application thereof (including the adoption of any new law or
governmental rule, regulation or order), or any determination of a court or by
any central bank or Government Entity, in each case that becomes effective
after the date hereof, or compliance by ABN AMRO (at its applicable lending
office) with any guideline, request or directive issued or made after the date
hereof by any such central bank or Government Entity (whether or not having the
force of law):

                 (i)      subjects ABN AMRO (or its applicable lending office)
         to any additional Indemnified Tax with respect to its obligations,
         commitments or extensions of credit hereunder or under any Deposit
         Agreement or any payments to ABN AMRO (or its applicable lending
         office) of any Indemnity Payment, interest, fees or any other amount
         payable under or in respect of this Agreement or any Deposit
         Agreement; or

                 (ii)     imposes, modifies or holds applicable any reserve
         (including any marginal, emergency, supplemental, special or other
         reserve), special deposit, compulsory loan, FDIC insurance or similar
         requirement against assets held by, or deposits in or for the account
         of, or advances or loans by, or other credit extended by, ABN AMRO;
<PAGE>   17
                                       14


and the result of any of the foregoing is that ABN AMRO shall incur increased
costs which are attributable to this Agreement or any Deposit Agreements or to
reduce any amount received or receivable by ABN AMRO (or its applicable lending
office) with respect to this Agreement; then, in any such case, Atlas shall pay
to ABN AMRO, within 15 days after receipt of the statement referred to in the
next sentence, such additional amount or amounts as may be necessary to
compensate ABN AMRO for any such increased cost or reduction in amounts
received or receivable hereunder; provided that Atlas shall not be liable in
respect of any such increased cost during such period ABN AMRO became aware and
failed to notify Atlas promptly in accordance with the next sentence if and to
the extent that prompt notice would have avoided or lessened payment by Atlas
hereunder relating to such period.  ABN AMRO, promptly after the occurrence of
such event, shall deliver to Atlas a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to ABN
AMRO under this Section 9, which statement, absent manifest error, shall be
prima facie evidence of such additional amounts.

                 SECTION 10.  Capital Adequacy.  If the adoption after the date
hereof of any applicable law, rule or regulation (or any provision thereof)
regarding capital adequacy, or any change after the date hereof in any existing
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or the promulgation after the date hereof of any guidelines, request
or directive regarding capital adequacy (whether or not having the force of
law) of any such governmental authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on the capital of ABN
AMRO or any corporation controlling ABN AMRO as a consequence of ABN AMRO's
commitments, obligations or extensions of credit hereunder or under any Deposit
Agreement to a level below that which ABN AMRO or such controlling corporation
could have achieved but for such adoption, change or promulgation (taking into
consideration the policies of ABN AMRO or such controlling corporation with
regard to capital adequacy), then from time to time, within five Business Days
after receipt by Atlas from ABN AMRO of the statement referred to in the next
sentence, Atlas shall pay to ABN AMRO such additional amount or amounts as will
compensate ABN AMRO or such controlling corporation on an after-tax basis for
such reduction. ABN AMRO shall deliver to Atlas a written statement, setting
forth in reasonable detail the basis of the calculation of such additional
amounts, which statement, absent manifest error, shall be prima facie evidence
of such additional amounts.

                 SECTION 11.  Fees.  In consideration of the Depositary
entering into this Agreement and the Deposit Agreements, Atlas agrees to pay
ABN AMRO a nonrefundable advisory fee equal to $125,000 on the date hereof.

                 SECTION 12.  Expenses; Indemnity.  (a)  Atlas shall pay all
reasonable out-of-pocket expenses incurred by ABN AMRO, including the
reasonable fees, charges and
<PAGE>   18
                                       15

disbursements of counsel for ABN AMRO, in connection with the preparation of
this Agreement or any amendments, modifications or waivers of the provisions
hereof.

                 (b)      The provisions of Section 9.1 of the Leased Aircraft
Participation Agreement attached as Exhibit A-1 to the Note Purchase Agreement,
together with related definitions and ancillary provisions, are hereby
incorporated herein by reference, as if set forth herein in full, mutatis
mutandis; provided that as incorporated herein, (i) each reference therein to
"this Agreement" shall be deemed to be a reference to this Agreement, (ii) each
reference therein to "Indemnitee" shall be deemed to be a reference to ABN AMRO
(in its capacity as Depositary) together with its affiliates, directors,
officers, employees, agents, servants, successors and assigns, (iii) each
reference therein to "Lessee" shall be deemed to be reference to Atlas, (iv)
each reference therein to "Section 9", "Section 9.1" or any subsection of
"Section 9.1" shall be deemed to be a reference to this Section 12(b),  (v)
each reference therein to "Operative Agreements" shall be deemed to be a
reference to the "Operative Agreements" under each of the Participation
Agreements, (vi) each reference therein to "Aircraft" shall be deemed to be a
reference to the "Aircraft" under each of the Participation Agreements and
(vii) the term "Pass Through Agreements" shall be deemed to include this
Agreement.

                 (c)      All amounts due under this Section shall be paid no
later than 10 days after written demand therefor.

                 SECTION 13.  Remedies.  Upon the breach by any party hereto of
any of its obligations under this Agreement, the other party may exercise any
right or remedy that may be available to it under applicable law.  Each party
hereto (for the purposes of this Section 13, an "Indemnifying Party") agrees to
indemnify and hold harmless the other party for any reasonable cost or expense
incurred by such other party in connection with, or arising out of, the
enforcement by such other party of this Agreement against the Indemnifying
Party.

                 SECTION 14.  Amendment, Etc.  This Agreement may not be
amended, waived or otherwise modified except by an instrument in writing signed
by the party against whom the amendment, waiver or other modification is sought
to be enforced.

                 SECTION 15.  Notices.  Unless otherwise expressly specified or
permitted by the terms hereof, all notices, requests, demands, authorizations,
directions, consents, waivers or documents provided or permitted by this
Agreement to be made, given, furnished or filed shall be in writing, mailed by
certified mail, postage prepaid, or by confirmed telecopy and
<PAGE>   19
                                       16

         (i)     if to Atlas, addressed to at its office at:

                 ATLAS AIR, INC.
                 538 Commons Drive
                 Golden, CO  80401

                 Attention: Chief Financial Officer
                 Telecopier:  303-526-5051

         (ii)    if to ABN AMRO, addressed to it at its offices at:

                 ABN AMRO BANK N.V., Chicago Branch
                 135 South LaSalle Street, Suite 660
                 Chicago, IL  60674-9135

                 Attention:  Claudia Heldring
                 Telecopier:  312-606-8428

                 and

                 ABN AMRO BANK N.V., Chicago Branch
                 181 W. Madison Street
                 Chicago, IL  60602

                 Attention:  Money Markets Desk
                 Telecopier:  312-904-9106

                 Whenever any notice in writing is required to be given by
either of Atlas or ABN AMRO to the other, such notice shall be deemed given and
such requirement satisfied when such notice is received.  Any party hereto may
change the address to which notices to such party will be sent by giving notice
of such change to the other party to this Agreement.

                 On or prior to the execution of this Agreement, Atlas has
delivered to ABN AMRO a certificate containing specimen signatures of the
representatives of Atlas who are authorized to give notices and instructions
with respect to this Agreement.  ABN AMRO may conclusively rely on such
certificate until ABN AMRO receives written notice from Atlas to the contrary.

                 SECTION 16.  Entire Agreement.  This Agreement (including all
attachments hereto) sets forth all of the promises, covenants, agreements,
conditions and understandings between ABN AMRO and Atlas with respect to the
subject matter hereof and supersedes all
<PAGE>   20
                                       17

prior and contemporaneous agreements and undertakings, inducements or
conditions, express or implied, oral or written.

                 SECTION 17.  Governing Law.  This Agreement shall be governed
by the Laws of the State of New York excluding (to the greatest extent
permissible by law) any rule of law that would cause the application of the
laws of any jurisdiction other than the State of New York.

                 SECTION 18.  Waiver of Jury Trial Right.  EACH OF ABN AMRO AND
ATLAS ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY IRREVOCABLY WAIVES, TO THE GREATEST EXTENT PERMISSIBLE BY LAW,
ITS RIGHT TO A TRIAL BY JURY.

                 SECTION 19.  Counterparts.  This Agreement may be executed in
one or more counterparts, all of which taken together shall constitute one
instrument.
<PAGE>   21
                 IN WITNESS WHEREOF, ABN AMRO and Atlas have caused this
Indemnity Agreement to be duly executed as of the day and year first above
written.



                                       ABN AMRO BANK N.V.,
                                       Chicago Branch


                                       By  /s/ CLAUDIA C. HELDRING
                                           -------------------------------------
                                           Name:  Claudia C. Heldring
                                           Title: Vice President


                                       By  /s/ LUKAS van der HOEF
                                           -------------------------------------
                                           Name:  Lukas van der Hoef
                                           Title: Vice President


                                       ATLAS AIR, INC.


                                       By  /s/ RICHARD H. SHUYLER
                                           -------------------------------------
                                           Name:  Richard H. Shuyler
                                           Title: Chief Financial Officer
                                                  Sr. Vice Pres., Finance; and
                                                  Corporate Treasurer
<PAGE>   22
                                                                      Schedule I

AIRCRAFT:

<TABLE>
<CAPTION>
                                          Manufacturer's     Scheduled Delivery
       Aircraft Type      Tail Number      Serial Number           Month
       -------------      -----------      -------------     ------------------
      <S>                 <C>                <C>             <C>
      Boeing 747-400F       N491MC             29252             July 1998

      Boeing 747-400F       N492MC             29253            August 1998

      Boeing 747-400F       N493MC             29254            October 1998

      Boeing 747-400F       N494MC             29255           November 1998

      Boeing 747-400F       N495MC             29256           December 1998
</TABLE>
<PAGE>   23
                                                                     Schedule II

DEPOSIT AGREEMENTS:

Deposit Agreement (Class A) dated as of February 9, 1998 between the Depositary
and the Escrow Agent (the "Class A Depositary Agreement").

Deposit Agreement (Class B) dated as of February 9, 1998 between the Depositary
and the Escrow Agent (the "Class B Depositary Agreement").

Deposit Agreement (Class C) dated as of February 9, 1998 between the Depositary
and the Escrow Agent (the "Class C Depositary Agreement").


DEPOSIT INTEREST RATE:  ____%


INITIAL COLLATERAL DEPOSIT:  $_____________
<PAGE>   24
                                                                         ANNEX A

                                  DEFINITIONS


                 "Actual Knowledge" means as it applies to Atlas, actual
knowledge of a Vice President or more senior officer of Atlas, or any other
officer of Atlas, having responsibility for the transactions contemplated by
this Agreement; provided that Atlas shall be deemed to have "Actual Knowledge"
of any matter as to which it has received notice from ABN AMRO, such notice
having been given pursuant to Section 15 hereof.

                 "Aircraft" means the Aircraft set forth on Schedule I hereto.

                 "Applicable LIBOR" means, during the first six months of the
effectiveness of this Agreement, Six-Month LIBOR and, thereafter, Three-Month
LIBOR.

                 "Blended Coupon Rate" means the weighted average of the three
Coupon Rates.

                 "Business Day" means any day, other than a Saturday or a
Sunday, on which commercial banks settle payments in New York, New York,
Chicago, Illinois, Denver, Colorado and Wilmington, Delaware and, if such day
relates to Applicable LIBOR, on which dealings in U.S. dollar deposits are
carried out in the London interbank market.

                 "Class A Depositary Agreement" shall have the meaning set
forth in Schedule I to the Indemnity Agreement.

                 "Class B Depositary Agreement" shall have the meaning set
forth in Schedule I to the Indemnity Agreement.

                 "Class C Depositary Agreement" shall have the meaning set
forth in Schedule I to the Indemnity Agreement.

                 "Coupon Rate" means a rate of interest per annum equal to (x)
in the case of the Class A Deposit Agreement, 7.38%, (y) in the case of the
Class B Deposit Agreement, 7.68% and (z) in the case of the Class C Deposit
Agreement, 8.01%.

                 "Delivery Period Termination Date"  means June 30, 1999;
provided, that if a labor strike or work stoppage occurs at The Boeing Company
prior to such date, such date shall be extended by adding thereto the number of
days that each such labor strike or work stoppage continues in effect.

                 "Equipment Notes" has the meaning attributable thereto in the
Note Purchase Agreement.
<PAGE>   25
                 "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by ABN AMRO from three Federal funds
brokers of recognized standing selected by it.

                 "Federal Funds Index Rate" shall mean, for any day of
determination, the Federal Funds Effective Rate for such day minus 1/8% per
annum.

                 "Final Withdrawal Date" means the date on which all of the
Deposits are withdrawn and no re-deposits are made under the Deposit
Agreements.

                 "GAAP" means generally accepted accounting principles as set
forth in the statements of financial accounting standards issued by the
Financial Accounting Standards Board of the American Institute of Certified
Public Accountants, as such principles may at any time or from time to time be
varied by any applicable financial accounting rules or regulations issued by
the SEC and, with respect to any person, shall mean such principles applied on
a basis consistent with prior periods except as may be disclosed in such
person's financial statements.

                 "Government Entity" means (a) any federal, state, provincial
or similar government, and any body, board, department, commission, court,
tribunal, authority, agency or other instrumentality of any such government or
otherwise exercising any executive, legislative, judicial, administrative or
regulatory functions of such government or (b) any other government entity
having jurisdiction over any matter contemplated by this Agreement or relating
to the observance or performance of the obligations of any of the parties to
this Agreement.

                 "Investment Earnings" on any amount, means investment earnings
on such amount net of losses and investment expenses of ABN AMRO in making such
investments.

                 "Law" means (a) any constitution, treaty, statute, law,
decree, regulation, order, rule or directive of any Government Entity, and (b)
any judicial or administrative interpretation or application of, or decision
under, any of the foregoing.

                 "Leased Aircraft Participation Agreement" shall have the
meaning set forth in the Note Purchase Agreement.

                 "Lien" means any mortgage, pledge, lien, charge, claim,
encumbrance, lease or security interest affecting the title to or any interest
in property.





                                      A-2
<PAGE>   26
                 "Material Adverse Change" means, with respect to any person,
any event, condition or circumstance that materially and adversely affects such
person's business or consolidated financial condition, or its ability to
observe or perform its obligations, liabilities and agreements under this
Agreement.

                 "Maturity Date" means, with respect to any Deposit, the
maturity date for such Deposit set forth on Schedule I of the related Deposit
Agreement, as such date may from time to time be extended through the Delivery
Period Termination Date.

                 "Note Purchase Agreement" means the Note Purchase Agreement
dated as of February 9, 1998 among Atlas, Wilmington Trust Company, as Pass
Through Trustee under each of the Pass Through Trust Agreements referred to
therein, Wilmington Trust Company, as Subordination Agent, Wilmington Trust
Company as Loan Trustee under each of the Indentures referred to therein, First
Security Bank N.A., as Escrow Agent, and Wilmington Trust Company, as Paying
Agent.

                 "Notice of Final Withdrawal" with respect to each Deposit
Agreement, shall have the meaning set forth in such Deposit Agreement.

                 "Notice of Purchase Withdrawal" with respect to each Deposit
Agreement, shall have the meaning set forth in such Deposit Agreement.

                 "Overdue Interest Rate" means a fluctuating interest rate per
annum in effect from time to time, which rate shall at all times be equal to
(a) the Federal Funds Effective Rate plus (b) two and one quarter percent
(2.25%).

                 "Participation Agreement" means each Participation Agreement
entered into in connection with the financing of each Aircraft (or a Substitute
Aircraft in respect thereof).

                 "Permitted Investments" means (i) time deposits with ABN AMRO,
each for a term determined by Atlas of at least 7 days and no more than 30 days
or (ii) overnight Federal funds.

                 "Registration Date" means the 180th day after the date of the
Issuance of the Certificates.

                 "Registration Event" has the meaning set forth in the
Registration Rights Agreement.

                 "Scheduled Delivery Month" means, with respect to any
Aircraft, the month set forth opposite such Aircraft under the heading
"Scheduled Delivery Month" on Schedule I hereto.





                                      A-3
<PAGE>   27
                 "SEC" means the Securities and Exchange Commission of the
United States, or any Government Entity succeeding to the functions of such
Securities and Exchange Commission.

                 "Six-Month LIBOR" means, on any Notice Date, the average
(rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per
annum at which deposits in U.S. dollars are offered to major banks in the
London interbank market at approximately 11:00 a.m. (London time) two Business
Days before such Notice Date in an amount approximately equal to each Deposit
or New Deposit extant on such Notice Date for a period of six months.

                 "Substitute Aircraft" means any aircraft substituted for a
Aircraft (or any other Substitute Aircraft with respect to such Aircraft) in
accordance with (i) the Purchase Agreement (as defined in the Note Purchase
Agreement) or (ii) Section 1(f) of the Note Purchase Agreement.

                 "Three-Month LIBOR" means, on any Notice Date, the average
(rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per
annum at which deposits in U.S. dollars are offered to major banks in the
London interbank market at approximately 11:00 a.m. (London time) two Business
Days before such Notice Date in an amount approximately equal to each Deposit
or New Deposit extant on such Notice Date for a period of three months.





                                      A-4
<PAGE>   28
                             OFFICER'S CERTIFICATE


         Reference is made to the Indemnity Agreement, dated as of February 9,
1998 (the "Indemnity Agreement"), between ABN AMRO Bank N.V., acting through
its Chicago Branch ("ABN AMRO") and Atlas Air, Inc.

         I, Claudia Heldring, a duly appointed, qualified and acting Vice
President of ABN AMRO, DO HEREBY CERTIFY that:

         (i)     the statements set forth in the Preliminary Offering
         Memorandum dated January 19, 1998, relating to the Atlas Air Pass
         Through Trust Certificates, Series 1998-1 on page 79 under the caption
         "DESCRIPTION OF THE DEPOSIT AGREEMENTS -- Depositary"  were, on
         January 19, 1998, have been at all times since such date and are, on
         the date hereof, true and correct.

         (ii)    the statements set forth in the Offering Memorandum dated
         January 27, 1998, relating to the Atlas Air Pass Through Trust
         Certificates, Series 1998-1 on page 78 under the caption "DESCRIPTION
         OF THE DEPOSIT AGREEMENTS -- Depositary"  were, on January 27, 1998,
         have been at all times since such date and are, on the date hereof,
         true and correct.

         Capitalized terms used and not defined herein have the respective
meanings set forth in the Indemnity Agreement.

         IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of
February, 1998.




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

<PAGE>   29
                                                                    Attachment I

                   [Attach language from Offering Memorandum
                              describing ABN AMRO]
<PAGE>   30
                                                                     Exhibit B-1
                      Form of Opinion of Counsel for Atlas


                      [CAHILL GORDON & REINDEL LETTERHEAD]

                                          February 9, 1998




ABN AMRO Bank N.V.
Chicago Branch

Ladies and Gentlemen:

                 We have acted as special counsel to Atlas Air, Inc., a
Delaware corporation ("Atlas"), in connection with the transactions
contemplated by the Indemnity Agreement dated as of February 9, 1998 between
you and Atlas (the "Indemnity Agreement").  Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Indemnity
Agreement or, if not defined therein, the Deposit Agreements (as defined in the
Indemnity Agreement).  This opinion is furnished pursuant to Atlas' request.

                 In arriving at the opinions expressed below, we have reviewed
the following documents, each of which is dated as of the date hereof, except
where otherwise indicated above or below:

                 (a)      an executed copy of the Indemnity Agreement,

                 (b)      an executed copy of each of the three Deposit
         Agreements,

                 (c)      an executed copy of the Note Purchase Agreement,

                 (d)      an executed copy of each of the three Pass Through
         Trust Agreements,

                 (e)      an executed copy of each of the three Escrow and
         Paying Agent Agreements, and

                 (f)      the documents delivered today by Atlas at the closing
         pursuant to the Placement Agreement dated January 27, 1998 among
         Morgan Stanley & Co. Incorporated, BT Alex Brown Incorporated,
         Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
         & Co., including copies of Atlas' Restated Certificate of
         Incorporation (the "Certificate of Incorporation") and By-Laws
         certified
<PAGE>   31
                                      B-2

         by the Secretary of State of the State of Delaware and the Assistant
         Secretary of Atlas, respectively.

                 We have considered such matters of law and fact, and relied
upon such certificates of officers of Atlas and public officials, corporate
records and other information furnished to us, including without limitation the
certificates and representations referred to below, as we have deemed
appropriate as a basis for the opinions set forth below.

                 In arriving at the opinions expressed below, we have assumed
the authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as copies.  In
addition, we have assumed and have not verified (i) the accuracy as to factual
matters of each document we have reviewed and of the representations and
warranties set forth therein, including without limitation the accuracy of the
representations and warranties set forth in Section 5(a) of each of the Deposit
Agreements and Section 5(i) of each of the Escrow Agreements, and (ii) that (x)
the Indemnity Agreement and the Deposit Agreements have been duly authorized,
executed and delivered by you and (y) you have satisfied those legal
requirements that are applicable to you to the extent necessary to make the
Indemnity Agreement and the Deposit Agreements enforceable against you and that
each of the Indemnity Agreement and the Deposit Agreements is a valid, binding
and enforceable obligation of ABN AMRO Bank N.V., Chicago Branch.

                 Based on and subject to the foregoing, and to the other
assumptions, qualifications and limitations set forth herein, it is our opinion
that:

                 1.       Atlas is validly existing as a corporation in good
         standing under the laws of the State of Delaware.

                 2.       Atlas has the corporate power to enter the Indemnity
         Agreement and to perform its obligations thereunder.

                 3.       The execution and delivery by Atlas of the Indemnity
         Agreement have been duly authorized by all necessary corporate action
         of Atlas, and the Indemnity Agreement has been duly executed and
         delivered by Atlas.  The Indemnity Agreement is a valid and binding
         obligation of Atlas enforceable against Atlas in accordance with its
         terms.

                 4.       Atlas is not an "investment company" and is not a
         company "controlled" by an "investment company", in each case within
         the meaning of the Investment Company Act of 1940, as amended.

                 5.       The valid authorization, execution and delivery of
         the Indemnity Agreement by Atlas and the performance by Atlas of its
         respective obligations under
<PAGE>   32
                                      B-3

         the Indemnity Agreement do not require Atlas to obtain or effect any
         consent, approval, authorization, registration or qualification of or
         with any governmental agency or body of the United States or of the
         State of New York.  Neither the execution and delivery by Atlas of the
         Indemnity Agreement nor the consummation by Atlas of the transactions
         contemplated thereby to be consummated on the date hereof violates (i)
         Atlas' Certificate of Incorporation or By-Laws or (ii) any law or
         governmental rule or regulation known to us to be applicable to, or
         binding on, Atlas.

                 The foregoing opinions are subject to the following
assumptions, qualifications and limitations:

                 (a)      The opinions in paragraph 3 above are subject to (i)
         bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance or
         other similar laws affecting the rights or remedies of creditors
         generally and (ii) general principles of equity (including without
         limitation doctrines of reasonableness and good faith and the possible
         unavailability of specific performance or injunctive relief and the
         general discretion of the court considering the matter), regardless of
         whether enforceability is considered in a proceeding in equity or at
         law.

                 (b)      We express no opinion as the enforceability of any
         provision contained in the Indemnity Agreement (i) that purports to
         establish or may be construed to establish evidentiary standards or
         (ii) as such provision relates to the jurisdiction of federal courts.

                 (c)      Provisions of the Indemnity Agreement which permit
         any Person to take action or make determinations, or to benefit from
         indemnities, contribution agreements or similar undertakings, or
         waivers, exculpatory provisions or similar provisions, may be subject
         to limitations imposed by law or by public policy considerations.

                 (d)      Insofar as the foregoing opinions relate to the valid
         existence and good standing of Atlas, they are based solely on a
         certificate of good standing received from the Secretary of State of
         the State of Delaware.

                 (e)      The foregoing opinions are limited to the law of the
         State of New York, the federal law of the United States of America and
         the General Corporation Law of the State of Delaware, in each case as
         in effect on the date hereof, except that we express no opinion with
         respect to (i) the laws, regulations or ordinances of any county, town
         or municipality or governmental subdivision or agency thereof, (ii)
         state securities or blue sky laws or, except as set forth in paragraph
         4 above, federal securities laws, including without limitation the
         Securities Act of 1933, as amended, and the Investment Company Act of
         1940, as amended, (iii) any federal or state tax,
<PAGE>   33
                                      B-4

         antitrust or fraudulent transfer or conveyance laws, (iv) the Employee
         Retirement Income Security Act of 1974, as amended, or (v) federal
         aviation laws and other federal laws relating to the operation and
         maintenance of the Aircraft by Atlas.  In addition, our opinions are
         based upon a review of those laws, statutes, rules and regulations
         which, in our experience, are normally applicable to transactions of
         the type contemplated by the Indemnity Agreement.

                 We are furnishing this opinion letter to you solely for your
benefit.  This opinion letter is not to be used, circulated, quoted or
otherwise referred to for any other purpose whatsoever without in each instance
our prior written consent.  This opinion letter speaks only as of the date
hereof and we disclaim any obligation to advise you of changes of law or fact
that occur after the date hereof.

                                       Very truly yours,
<PAGE>   34
                                                                     Exhibit B-2
               Form of Opinion of In-House Legal Counsel of Atlas


                               [ATLAS LETTERHEAD]

                                                 February 9, 1998


ABN AMRO Branch N.V.,
Chicago Branch

Ladies and Gentlemen:

                 I am the [please supply precise title] of Atlas Air, Inc., a
Delaware corporation ("Atlas").  In such capacity, I and persons on my legal
staff have acted as counsel to Atlas in connection with the transactions
contemplated by the Indemnity Agreement dated as of February 9, 1998 between
you and Atlas (the "Indemnity Agreement").  Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Indemnity
Agreement or, if not defined therein, the Deposit Agreement (as defined in the
Indemnity Agreement).

                 In arriving at the opinions expressed below, I or members of
my legal staff have reviewed the following documents, each of which is dated as
of the date hereof, except where otherwise indicated above or below:

                 (a)      an executed copy of the Indemnity Agreement,

                 (b)      an executed copy of each of the three Deposit
         Agreements,

                 (c)      an executed copy of the Note Purchase Agreement,

                 (d)      an executed copy of each of the three Pass Through
         Trust Agreements,

                 (e)      an executed copy of each of the three Escrow
         Agreements, and

                 (f)      the documents delivered today by Atlas at the closing
         pursuant to the Placement Agreement dated January 27, 1998 among
         Morgan Stanley & Co. Incorporated, BT Alex. Brown Incorporated,
         Donaldson, Lufkin & Jenrette Securities Corporation and Goldman, Sachs
         & Co., including copies of Atlas' Restated Certificate of
         Incorporation (the "Certificate of Incorporation") and By-Laws
         certified by the Secretary of State of the State of Delaware and the
         Assistant Secretary of Atlas, respectively.
<PAGE>   35
                                      B2-2

                 In addition, I or members of my legal staff have reviewed the
originals or copies certified or otherwise identified to my or their
satisfaction of all such corporate records of Atlas and its Subsidiaries (as
defined below) and such other instruments and other certificates of public
officials, officers and representatives of Atlas and such other persons, and I
or members of my legal staff have made such investigations of law, as I deemed
appropriate as a basis for the opinions expressed below.

                 In arriving at the opinions expressed below, I and members of
my legal staff have assumed the authenticity of all documents submitted to us
as originals and the conformity to the originals of all documents submitted to
us as copies.  In addition, I and members of my legal staff have assumed and
have not verified the accuracy as to factual matters of each document I or they
have reviewed.  As used herein, the phrase "to my knowledge" shall mean to my
actual knowledge after reasonable investigation, but shall not be interpreted
to impute to me knowledge of others.

                 Based on the foregoing, and subject to the further
assumptions, qualifications and limitations set forth below, it is my opinion
that:


                 1.       Each of (i) Atlas and (ii) Atlas One, Inc., Atlas
         Freighter Leasing, Inc., Atlas Freighter Leasing II, Inc., Atlas Air
         Services Limited,  LHC Properties, Inc., Atlas Freightlease, Inc. and
         Genessee Insurance Company, Ltd. (together, the "Subsidiaries") has
         been duly incorporated and is an existing corporation in good standing
         under the laws of the jurisdiction of its incorporation, with
         corporate power to own, lease and operate its properties and conduct
         its business as described in the Offering Memorandum; each of Atlas
         and its Subsidiaries is duly qualified to do business as a foreign
         corporation in good standing in all other jurisdictions in which its
         ownership or lease of property or the conduct of its business requires
         such qualification, except where the failure to be so qualified would
         not have a material adverse effect on the business or consolidated
         financial condition of Atlas and the Subsidiaries taken as a whole.

                 2.       To my knowledge, except as disclosed in the Offering
         Memorandum, there is no action, suit or proceeding before or by any
         governmental agency or body or court, domestic or foreign, now pending
         against Atlas or any of the Subsidiaries or any of their respective
         properties that will have a material adverse effect on the ability of
         Atlas to perform its obligations under the Indemnity Agreement.

                 3.       Atlas is a "citizen of the United States" within the
         meaning of Section 40102(a)(15) of Title 49 of the United States Code,
         as amended, holding an air carrier operating certificate issued by the
         Secretary of Transportation pursuant to
<PAGE>   36
                                      B2-3

         Chapter 447 of Title 49 of the United States Code, as amended, for
         aircraft capable of carrying 10 or more individuals or 6,000 pounds or
         more of cargo.

                 4.       The execution, delivery and performance by Atlas of
         the Indemnity Agreement, and the consummation by Atlas of the
         transactions contemplated by the Indemnity Agreement, will not result
         in any violation of the provisions of the Certificate of Incorporation
         or By-Laws of Atlas or, to my knowledge, any applicable law,
         administrative regulation or any administrative or court decree, nor
         does any such action, to my knowledge, constitute a breach of, or
         default under, or (except as contemplated therein) result in the
         creation or imposition of any lien, charge or encumbrance upon any
         assets of Atlas or any of its subsidiaries pursuant to, any material
         contract, indenture, mortgage, loan agreement, note, lease or other
         instrument to which Atlas or any of its subsidiaries is a party or by
         which any of them are bound or to which any of the assets of Atlas or
         any of its subsidiaries is subject.

                 5.       The valid authorization, execution and delivery of
         the Indemnity Agreement by Atlas and the performance by Atlas of its
         obligations under the Indemnity Agreement do not require Atlas to
         obtain or effect any consent, approval, authorization, registration or
         qualification of or with any governmental agency or body of the United
         States or the State of Colorado (but I express no opinion as to any
         consent, approval, authorization, registration or qualification that
         may be required under federal aviation laws or other federal laws
         relating to the operation or maintenance of aircraft by Atlas).

                 The foregoing opinions are limited to the federal law of the
United States of America, the General Corporation Law of the State of Delaware
and the law of the State of Texas, in each case as in effect on the date
hereof, except that I express no opinion with respect to (i) the laws,
regulations or ordinances of any county, town or municipality or governmental
subdivision or agency thereof, (ii) federal or state securities or blue sky
laws, including without limitation the Securities Act and the Investment
Company Act of 1940, as amended, (iii) any federal or state tax, antitrust or
fraudulent transfer or conveyance laws or (iv) the Employee Retirement Income
Security Act of 1974, as amended.  In addition, my opinions are based upon a
review of those laws, statutes, rules and regulations which, in our experience,
are normally applicable to transactions of the type contemplated by the
Indemnity Agreement.

                 I am furnishing this opinion letter to you solely for your
benefit in connection with the transactions described above.  This opinion
letter is not to be used, circulated, quoted or otherwise referred to by any
other person or for any other purpose.  This opinion letter speaks only as of
the date hereof and I disclaim any obligation to advise you of changes of law
or fact that occur after the date hereof.

                                       Very truly yours,
<PAGE>   37
                                                                     Exhibit C-1
                  Form of Opinion of U.S. Counsel for ABN AMRO


                           [VEDDER, PRICE LETTERHEAD]

                                                                February 9, 1998



Atlas Air, Inc.


RE:      ATLAS AIR, INC. PASS THROUGH
         CERTIFICATES SERIES 1998-1

Ladies and Gentlemen:

                 We have acted as special counsel to ABN AMRO Bank N.V.,
Chicago Branch (the "Branch") in connection with the Indemnity Agreement dated
February 9, 1998 (the "Indemnity Agreement") between Atlas Air, Inc. and the
Branch.  Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Indemnity Agreement.

                 In rendering the opinions set forth herein, we have examined
the originals or copies, certified or otherwise identified to my satisfaction,
of such records, certificates and documents as we have deemed necessary or
relevant as basis for our opinion.  In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, and the conformity to originals of all documents we have
examined or upon certificates of the Branch or its officer or of public
officials or other persons.  We have assumed for purposes of the opinion
hereinafter set forth that the Indemnity Agreement has been duly authorized,
executed and delivered by all parties thereto other than the Branch.

                 We are members of the Bar of the State of Illinois and the
State of New York and do not purport to be experts on, or to express any
opinion herein concerning, any law other than the laws of the State of New York
and the federal law of the United States of America.  Without limiting the
generality of the foregoing, we express no opinion as to the effect of the laws
of any jurisdiction, other than the State of New York.

                 Based upon and subject to the foregoing, we are of the opinion
as follows:

                 1.       The Branch is duly qualified to conduct banking
         business in the State of Illinois through its Chicago Branch, with
         power and authority to enter into and perform its obligations under
         the Indemnity Agreement.
<PAGE>   38
                                      C-2

                 2.       The execution and delivery by the Branch of the
         Indemnity Agreement and the consummation of the transactions
         contemplated therein have been duly authorized by the Branch and will
         not violate, to the best of our knowledge, any law, governmental rule
         or regulation of the United States of America or the State of
         Illinois, its articles of association or by-laws, or any order, writ,
         injunction or decree of any court or governmental agency against it.

                 3.       To our knowledge, there are no pending or threatened
         actions, suits, investigations or proceedings (whether or not
         purportedly on behalf of the Branch against or affecting the Branch of
         any of its property before or by any court or administrative agency
         which, individually or in the aggregate, if adversely determined, (i)
         would adversely affect the Branch's ability to perform its obligations
         under the Indemnity Agreement or (ii) would call in to question or
         challenge the validity of the Indemnity Agreement or the
         enforceability thereof.

                 This opinion is rendered solely for your benefit in connection
with the transaction contemplated by the Indemnity Agreement and is not to be
circulated, quoted or otherwise referred to for any other purpose without our
prior written permission.  This opinion is referred only as of the date hereof,
and we disclaim any obligation to supplement this opinion letter for events
occurring or coming to our attention after the date hereof.


                                       Very truly yours,
<PAGE>   39
                                                                     Exhibit C-2
              Form of Opinion of Netherlands Counsel for ABN AMRO


                          [CLIFFORD CHANCE LETTERHEAD]

Atlas Air, Inc.



                   ATLAS AIR, INC. PASS THROUGH CERTIFICATES,
                                SERIES 1998 - 1

                  --------------------------------------------


Ladies and Gentlemen:

                 We have acted as Dutch legal counsel to ABN AMRO Bank N.V.
("ABN AMRO"), acting through its Chicago branch (the "Branch"), in connection
with the Indemnity Agreement dated February 9, 1998 (the "Indemnity Agreement")
between Atlas Air, Inc. ("Atlas") and ABN AMRO.  Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Indemnity
Agreement.

                 We have examined such documents and questions on law as we
have considered necessary and appropriate for purposes of this opinion.  No
opinion is expressed as to any matters governed by any laws other than the laws
of the Netherlands.

                 We have assumed for the purpose of our opinion hereinafter
expressed that the Indemnity Agreement to which ABN AMRO is a party will
constitute the legal, valid and binding obligation of ABN AMRO in accordance
with New York law and United States Federal Law.

                 Based upon the foregoing (but limited in all respects to the
laws of the Netherlands), we advise you that it is our opinion that:

                 1.       ABN AMRO is a banking corporation duly organized and
         validly existing in good standing under the laws of the Netherlands
         and has full corporate power to execute, deliver and perform its
         obligations under the Indemnity Agreement.

                 2.       No consent, approval, authorization, or order of, or
         filing with, any governmental agency or body or any court of the
         Netherlands is required for the valid authorization, execution and
         delivery by ABN AMRO of the Indemnity Agreement and for the
         consummation of the transactions contemplated therein except such as
         may have been obtained.
<PAGE>   40
                                      C2-2

                 3.       The execution and delivery by the Depositary of the
         Indemnity Agreement and the consummation of the transactions
         contemplated therein have been duly authorized by ABN AMRO and will
         not violate any law, governmental rule or regulation of the
         Netherlands or its articles of association or bylaws.

                 4.       The Indemnity Agreement has been duly authorized by
         ABN AMRO and, when duly executed and delivered by two authorized
         officers of the Branch, will constitute the legal, valid and binding
         obligations of ABN AMRO enforceable in accordance with its terms.

                 5.       We have no knowledge of any pending or threatened
         actions, suits investigations or proceedings (whether or not
         purportedly on behalf of ABN AMRO) in the Netherlands against or
         affecting ABN AMRO or any of its property before or by any court or
         administrative agency which, individually or in the aggregate, if
         adversely determined, (i) would adversely affect ABN AMRO's ability to
         perform its obligations under the Indemnity Agreement or (ii) would
         call into question or challenge the validity of the Indemnity
         Agreement or the enforceability thereof.

                 6.       Atlas will alternatively be able to proceed against
         ABN AMRO's Head Office in Amsterdam, the Netherlands, if the Branch
         defaults in its obligation to such party under the Indemnity
         Agreement.

                 This opinion is limited to the matters expressly set forth
above and no opinion is implied or may be inferred beyond the matters expressly
so stated.  This opinion is delivered to you in connection with the above-
referenced transaction and may not be utilized or quoted by you for any other
purpose whatsoever or delivered to any other person without our prior consent.


                                       Very truly yours
<PAGE>   41
                          [MORGAN STANLEY LETTERHEAD]


                                                                January __, 1998


To: The Persons Named on Schedule 1 Hereto

Dear Ladies & Gentlemen:

     I am Counsel to Morgan Stanley Capital Services Inc., a Delaware
corporation ("Morgan Stanley") and Morgan Stanley, Dean Witter & Discover &
Co., a Delaware corporation ("MSDWD"), and have represented Morgan Stanley and
MSDWD in connection with the Revolving Credit Agreements between Morgan Stanley
and Atlas Air, Inc. Pass Through Trust 1998-1B and Atlas Air, Inc. Pass
Through Trust 1998-1C dated as of January __, 1998 (the "Credit Agreements")
and the Intercreditor Agreement among Morgan Stanley, ____________ and
___________ dated as of January __, 1998 (the "Intercreditor Agreement"). The
Credit Agreement and the Intercreditor Agreement are referred to herein as the
Liquidity Agreements. I have also represented MSDWD in connection with the
related Guarantee, dated as of January __, 1998 (the "Guarantee"), of MSDWD.

     I have examined such corporate records, certificates and other documents,
and such questions of law, as I have considered necessary or appropriate for
the purposes of this opinion. Upon the basis of such examination, it is my
opinion that:

     (1) Each of Morgan Stanley and MSDWD has been duly incorporated and is an
     existing corporation in good standing under the laws of the State of
     Delaware.

     (2) Each of Morgan Stanley and MSDWD has the corporate power and authority
     to enter into and perform its obligations under the Liquidity Agreements
     and the Guarantee, respectively.

     (3) Payments due under the Liquidity Agreements (assuming the Liquidity
     Agreements are valid and binding obligations of Morgan Stanley) and the
     Guarantee rank pari passu with the unsecured and unsubordinate obligations
     of Morgan Stanley and MSDWD, respectively.

     (4) The Liquidity Agreements have been duly authorized, executed and
     delivered by Morgan Stanley, the Guarantee has been duly authorized,
     executed and delivered by MSDWD and the Guarantee constitutes a valid and
     legally binding obligation of MSDWD enforceable in accordance with its
     terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar