EXHIBIT 10.10.2

                         AMENDMENT AGREEMENT (MSN 30812)

                           Dated as of August 1, 2003

                                     Between

                      CHARLES RIVER AIRCRAFT FINANCE, INC.,
                                    as Lessor

                                       and

                             POLAR AIR CARGO, INC.,
                                    as Lessee

                                  in respect of

                           LEASE AGREEMENT (MSN 30812)

                            Dated as of July 24, 2002

                                  Pertaining to

                          One Boeing 747-46NF Aircraft
                     Manufacturer's Serial Number 30812 and
                    United States Registration Number N454PA

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                                TABLE OF CONTENTS

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SECTION 1.     DEFINITIONS .............................................      1
     (a)    Definitions as per Lease ...................................      1
     (b)    Additional Definitions .....................................      1
SECTION 2.     WAIVERS AND RELEASES; ACKNOWLEDGEMENTS AND
               AGREEMENTS ..............................................      4
     (a)    Specified Payment Default ..................................      4
     (b)    Lessor Accommodations ......................................      4
     (c)    Section 1110 Stipulation ...................................      5
     (d)    Lessee Party Release .......................................      7
     (e)    Expenses ...................................................      7
     (f)    Restructuring Guaranties ...................................      8
     (g)    Most Favored Nation Treatment ..............................      8
SECTION 3.     AMENDMENT OF THE LEASE ..................................      9
     (a)    Amendment of Section 3(b) ..................................      9
     (b)    Amendment of Section 3(c) ..................................     10
     (c)    Amendment of Section 3(g) ..................................     10
     (d)    Amendment of Section 7(a)(l) ...............................     11
     (e)    Amendment of Section 7(c) ..................................     13
     (f)    Amendment of Section 9 .....................................     13
     (g)    Amendment of Section 14 ....................................     15
     (h)    Amendment of Section 15(c) .................................     16
     (i)    Amendment of Section 15(d) .................................     17
     (j)    Amendment of Section 17.....................................     17
     (k)    Amendment of Section 18 ....................................     17
     (l)    Amendment of Section 19 ....................................     17
     (m)    Amendment of Section 20 ....................................     18
     (n)    Amendment of Section 28 ....................................     18
     (o)    Amendment of Section 29 ....................................     18
     (p)    Amendment of Exhibit B-l ...................................     18
     (q)    Amendment of Exhibits B-2 and B-3 ..........................     19
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                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
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     (r)    Amendment of Exhibit C .....................................     19
     (s)    Amendment of Exhibit D .....................................     19
     (t)    Amendments to Annex A ......................................     19
SECTION 4.     EFFECTIVE DATE AND CONDITIONS PRECEDENT .................     23
     (a)    Effective Date and Conditions Precedent ....................     23
     (b)    Waiver or Deferral of Conditions Precedent .................     24
     (c)    Delivery by Telecopy .......................................     24
SECTION 5.     REPRESENTATIONS AND WARRANTIES ..........................     25
     (a)    Lessee Representations and Warranties ......................     25
     (b)    Lessor Representations and Warranties ......................     26
SECTION 6.     EFFECT OF THIS AGREEMENT; CERTAIN TAX TREATMENT .........     27
SECTION 7.     TERM SHEET SUPERSEDED; OTHER TERM SHEET MATTERS .........     27
SECTION 8.     RESERVATION OF RIGHTS ...................................     28
SECTION 9.     FURTHER ASSURANCES ......................................     28
SECTION 10.    TIME OF THE ESSENCE; INTEREST AT PAST DUE RATE ..........     28
SECTION 11.    SURVIVAL ................................................     29
SECTION 12.    JURISDICTION ............................................     29
SECTION 13.    MISCELLANEOUS ...........................................     29
SECTION 14.    DATING AND EFFECTIVENESS ................................     30
</TABLE>

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<PAGE>

                         AMENDMENT AGREEMENT (MSN 30812)

            This AMENDMENT AGREEMENT (MSN 30812) (this "AGREEMENT"), dated
as of August 1, 2003, between CHARLES RIVER AIRCRAFT FINANCE, INC., a
corporation organized and existing pursuant to the laws of the State of Delaware
("LESSOR"), and POLAR AIR CARGO, INC., a corporation organized and existing
pursuant to the laws of the State of California ("LESSEE").

                                   WITNESSETH:

            WHEREAS, Lessor and Lessee are parties to the Lease (such term and
all other capitalized terms used in these recitals but not defined in these
recitals having the meaning ascribed in Section 1 hereof), under and pursuant to
which Lessor leased to Lessee, and Lessee leased from Lessor, the aircraft and
the engines described therein (the Lease and such aircraft and engines being
described on ANNEX I attached hereto);

            WHEREAS, Lessee failed to pay a payment of Basic Rent due March 24,
2003 with respect to the Aircraft (the "SPECIFIED PAYMENT DEFAULT");

            WHEREAS, Lessor (and certain of its Affiliates) and Lessee are
parties to the Term Sheet, under and pursuant to which, and subject to the
satisfaction of the conditions precedent set forth in which, Lessor waived the
Specified Payment Default and Lessor and Lessee (among other things) amended
certain provisions of the Lease (the "LEASE AMENDMENTS"); and

            WHEREAS, pursuant to, and as contemplated by, the Term Sheet, Lessor
and Lessee are entering into this Agreement for purposes of confirming the
waiver by Lessor of the Specified Payment Default (after satisfaction of the
conditions precedent thereto contained in the Term Sheet) and setting forth the
agreement of Lessor and Lessee with respect to the Lease Amendments (in greater
specificity than is set forth in the Term Sheet).

            NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee agree as follows:

      SECTION 1. DEFINITIONS.

            (a)   DEFINITIONS AS PER LEASE. Unless otherwise specifically
defined herein, all capitalized terms used herein have the meanings stated in
the Lease (as amended hereby).

            (b)   ADDITIONAL DEFINITIONS. The following terms have the following
meanings (such meanings to be equally applicable to both the singular and the
plural forms of the terms defined):

            "ADDITIONAL LEASE RESTRUCTURING AMENDMENT" means the Amendment
Agreement, dated as of August 1, 2003, between Serviced Lessor and Lessee.

<PAGE>

            "AGREEMENT" has the meaning specified for such term in the preamble
to this Agreement.

            "AIRCRAFT AND RELATED MATERIALS" has the meaning specified for such
term in Section 2(c)(ii) of this Agreement.

            "ATLAS" means Atlas Air, Inc., a Delaware corporation.

            "ATLAS HOLDINGS" means Atlas Air Worldwide Holdings, Inc., a
Delaware corporation.

            "BANKRUPTCY CODE" means Title 11 of the United States Code, as
amended (or any successor statute thereto).

            "COMMON STOCK" means shares now or hereafter authorized of any class
or series of the common stock of Atlas Holdings, any stock into which such
shares of common stock shall have been changed or converted or any stock
resulting from any capital reorganization or reclassification of such common
stock, and any other stock of any class of Atlas Holdings, however designated,
the holders of which have the right (subject to any prior rights of any class or
series of preferred stock) to participate in any distribution of the assets or
earnings of Atlas Holdings without limit as to amount.

            "EFFECTIVE DATE" means November 18, 2003.

            "FILING DATE" has the meaning specified for such term in Section
2(c)(ii) of this Agreement.

            "FORBEARANCE DEFAULT" has the meaning specified for such term in
Section 2(c)(ii) of this Agreement.

            "FORBEARANCE PERIOD" has the meaning specified for such term in
Section 2(c)(ii) of this Agreement.

            "GECAS" means GE Capital Aviation Services, Inc., an Affiliate of
Lessor.

            "GOVERNMENTAL ENTITY" means and includes: (i) any national
government, political subdivision thereof, or local jurisdiction therein; (ii)
any board, commission, department, division, organ, instrumentality, court, or
agency of any thereof, however constituted; and (iii) any association,
organization, or institution of which any entity described in clause (i) or (ii)
above is a member or to whose jurisdiction any such entity is subject or in
whose activities any such entity is a participant.

            "LEASE" means the Lease Agreement (MSN 30812), dated as of July 24,
2002, between Lessor and Lessee; PROVIDED, HOWEVER, that as used in any
provision of this Agreement, other than any provision contained in Section 3 or
6 hereof, "LEASE" means the Lease, as amended hereby.

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            "LEASE ASSUMPTION" has the meaning specified for such term in
Section 2(c)(ii) of this Agreement.

            "LESSEE PARTIES" means Lessee, Atlas and Atlas Holdings.

            "LESSEE PARTY ACKNOWLEDGEMENT AND AGREEMENT" means, with respect to
each Lessee Party other than Lessee, an Acknowledgement and Agreement of such
Lessee Party in the form of Schedule III attached hereto or Schedule IV attached
hereto, as applicable.

            "LESSOR ACCOMMODATIONS" has the meaning specified for such term in
Section 2(b) of this Agreement.

            "MATERIAL ADVERSE CHANGE" means, with respect to any Person, any
event, condition or circumstance that materially and adversely affects such
Person's business, operations or consolidated financial condition, or such
Person's ability to observe or perform its obligations, liabilities and
agreements under this Agreement, the Lease or the Tax Indemnity Agreement.

            "OTHER CREDITOR" means a creditor (other than GECC, Lessor or any
other Affiliate of GECC) of, or an Other Lessor to, any Lessee Party.

            "OTHER LESSOR" means a lessor or sublessor of aircraft (other than
GECC, Lessor or any other Affiliate of GECC) to any Lessee Party.

            "OTHER LESSOR RESTRUCTURING" has the meaning specified for such term
in Section 2(g) of this Agreement.

            "OTHER TERM SHEET" means the Binding Term Sheet for Lease
Restructure, dated as of April 11, 2003, among Atlas, Atlas Holdings and GECAS,
acting on behalf of certain Affiliates of Lessor, as lessors under certain of
the Other Aircraft Leases.

            "PLAN" means a plan of reorganization in a Chapter 11 Case with
respect to any or all of Lessee Parties.

            "PLAN EFFECTIVE DATE" has the meaning specified for such term in
Section 2(f) of this Agreement.

            "RELEASED PARTY" has the meaning specified for such term in Section
2(d) of this Agreement.

            "RESTRUCTURING PROGRAM" means the program of Lessee Parties
for the restructuring of their indebtedness and other obligations (including,
without limitation, obligations as lessee or sublessee of aircraft and engines),
regardless of whether such restructuring occurs before, during or after the
commencement of a Chapter 11 Case with respect to a Lessee Party and/or is
effected, in whole or in part, pursuant to a Plan.

            "SECTION 1110 STIPULATION" has the meaning specified for such
term in Section 2(c)(i) of this Agreement.

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            "SERVICED LESSOR" means AeroUSA, Inc., a Connecticut corporation.

            "SPECIFIED PAYMENT DEFAULT" has the meaning specified for such term
in the recitals to this Agreement.

            "TAX INDEMNITY AGREEMENT" means the Tax Indemnity Agreement, dated
as of July 24, 2002, between Lessor and Lessee, in respect of the Aircraft;
PROVIDED, HOWEVER, that as used in any provision of this Agreement, other than
Section 3 or 6 hereof, "TAX INDEMNITY AGREEMENT" means the Tax Indemnity
Agreement, as amended by the Tax Indemnity Agreement Amendment.

            "TAX INDEMNITY AGREEMENT AMENDMENT" means an Amendment No. 1 to the
Tax Indemnity Agreement, in the form attached hereto as Schedule I.

            "TERM SHEET" means the Binding Term Sheet for Lease Restructure,
dated as of April 11, 2003, among Lessee, Atlas Holdings and GECAS, acting on
behalf of Lessor, as lessor under the Lease, and on behalf of certain Affiliates
of Lessor, as sublessors or lessors under certain of the Other Aircraft Leases.

      SECTION 2. WAIVERS AND RELEASES; ACKNOWLEDGEMENTS AND AGREEMENTS.

            (a)   SPECIFIED PAYMENT DEFAULT. Lessor hereby waives the Specified
Payment Default and agrees that Lessor will not exercise remedies solely by
reason or in respect of the Specified Payment Default. Without limitation of any
of the terms, conditions and provisions of Section 8, Lessee acknowledges and
agrees that the foregoing waiver and agreement by Lessor does not extend to any
failure by Lessee to pay when due Basic Rent under the Lease (other than the
Specified Payment Default) or any other fact, circumstance or event that now
constitutes or hereafter may constitute a Default or an Event of Default under
and as defined in the Lease (other than the Specified Payment Default).

            (b)   LESSOR ACCOMMODATIONS. Lessee acknowledges and agrees that:

                  (i)   Lessee has received and will receive considerable
      benefit from the rent restructuring, forbearances from exercise of
      remedies (including, without limitation, termination of the Lease and
      repossession of the Aircraft) and waivers granted by Lessor pursuant to
      the Term Sheet and this Agreement (collectively, the "LESSOR
      ACCOMMODATIONS");

                  (ii)  terms and provisions of this Agreement and the Tax
      Indemnity Agreement Amendment (including, without limitation, those
      pertaining to the right of Lessor to terminate the Lease upon the
      occurrence of a Non-Assumption Event) are in consideration of the Lessor
      Accommodations; and

                  (iii) Lessor has acted to its detriment in making the Lessor
      Accommodations (in lieu of terminating the Lease and repossessing the
      Aircraft).

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            (c)   SECTION 1110 STIPULATION.

                  (i) In the event of the commencement with respect to Lessee of
      a Chapter 11 Case, (a) Lessee and Lessor shall execute and deliver a
      stipulation and agreement pursuant to Section 1110(b) of the Bankruptcy
      Code with respect to the Lease containing the provisions described in
      Section 2(c)(ii) and otherwise acceptable in form and substance to Lessor
      (the "SECTION 1110 STIPULATION"), (b) Lessee shall file the Section 1110
      Stipulation concurrently with the "first day pleadings" in such Chapter 11
      Case, and (c) Lessee shall cause the Section 1110 Stipulation to be
      entered and approved pursuant to written order of the bankruptcy court
      promptly after the Section 1110 Stipulation is filed with the bankruptcy
      court.

                  (ii)  The Section 1110 Stipulation shall provide that:

                        (A)   Lessor is entitled to the benefits of Section 1110
            of the Bankruptcy Code with respect to the Aircraft and the Lease;

                        (B)   Subject to the terms, conditions and provisions of
            the Section 1110 Stipulation, and pursuant to Section 1110(b) of the
            Bankruptcy Code, Lessor shall forbear from exercising its rights
            under Section 1110 of the Bankruptcy Code during the period (the
            "FORBEARANCE PERIOD") from the date of filing of the petition
            commencing the Chapter 11 Case with respect to Lessee (the "FILING
            DATE") until the earliest to occur of the following: (I) the date
            which is 180 days after the Filing Date; (II) confirmation of a plan
            of re-organization with respect to Lessee providing for the
            assumption by Lessee of the Lease pursuant to Sections 1123(b)(2)
            and 365 of the Bankruptcy Code or entry by the bankruptcy court of a
            separate order providing for such assumption pursuant to Section 365
            of the Bankruptcy Code (referred to herein as "LEASE ASSUMPTION");
            and (III) the occurrence of a "Forbearance Default" (as such term is
            hereinafter defined).

                        (C)   During the Forbearance Period, Lessee shall
            perform observe and comply with all of the terms, conditions and
            provisions of the Lease.

                        (D)   Upon termination of the Forbearance Period (if the
            Forbearance Period terminates for any reason other than the
            occurrence of a Forbearance Default or the occurrence of Lease
            Assumption) or on the second Business Day next following the
            termination of the Forbearance Period (if the Forbearance Period
            terminates by reason of the occurrence of a Forbearance Default),
            Lessee shall, at Lessee's cost and expense, (I) return to Lessor, at
            a location designated by Lessor, the Airframe, with the Engines then
            installed thereon, and with all Parts, equipment, components,
            systems, logs, manuals records and documents (in the nature of
            "Aircraft Documents" as defined in the Lease Agreement Enumerating
            Aircraft Documents (as such term is defined in the Restructuring
            Letter Agreement)) relating to, or forming part of, the Airframe
            and/or the Engines (collectively the "AIRCRAFT AND RELATED
            MATERIALS"), as the Aircraft and Related Materials are required to
            be returned to Lessor at expiration or termination of the Lease, and
            (II) from time to time unon request of Lessor,

                                       -5-

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            cooperate reasonably with Lessor or its representative to provide
            such information with respect to any or all of the Aircraft and
            Related Materials as may be requisite for Lessor (Y) to perform any
            applicable governmental filings or to obtain any applicable
            governmental certification or registration pertaining to any or all
            of the Aircraft and Related Materials, or (Z) to cause the Aircraft
            to be in condition for operation, re-lease or sale by Lessor. Upon
            termination of the Forbearance Period (if the Forbearance Period
            terminates for any reason other than the occurrence of Lease
            Assumption), the Lease shall be deemed rejected.

                        (E)   As used in the Section 1110 Stipulation,
            "FORBEARANCE DEFAULT" shall mean any one or more of the following:
            (I) an Event of Default under and as defined in the Lease; (II)
            termination of the Lease pursuant to Section 9(e) thereof (by reason
            of a Non-Assumption Event); (III) breach by Lessee of any of its
            covenants contained in the Section 1110 Stipulation; (IV) the
            appointment in the Chapter 11 Case of a trustee or the appointment
            of an examiner with expanded powers (beyond those set forth in
            Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section
            1106(b) of the Bankruptcy Code, but only if such expanded powers
            include that such examiner takes the place of and assumes the full
            responsibilities and duties of Lessee's management and its board of
            directors or the conversion of the Chapter 11 Case to a case under
            Chapter 7 of the Bankruptcy Code; (V) cessation or material
            curtailment by Lessee of its operations; (VI) rejection of the Lease
            or abandonment of the Aircraft by Lessee; or (VII) acceleration of
            any or all of the indebtedness incurred by Lessee (and/or any other
            Lessee Party) as part of its (and/or their) receipt of debtor in
            possession financing.

                        (F)   All Basic Rent and all Supplemental Rent due and
            payable under the Lease at or after the Filing Date (less any
            payments thereof made by Lessee after the Filing Date) shall be
            allowed as an administrative expense pursuant to Sections
            503(b)(1)(A) and 507(a)(1) of the Bankruptcy Code; PROVIDED,
            HOWEVER, that there shall not be allowed as an administrative
            expense (I) any damages payable by reason or in respect of the
            rejection or other termination of the Lease or the exercise by
            Lessor of remedies with respect to the rejection or other
            termination of the Lease or the occurrence of any Event of Default
            under and as defined in the Lease, or (II) any amounts payable by
            Lessee pursuant to Exhibit B to the Lease in respect of the failure
            of the Aircraft to meet the minimum hour and cycle requirements
            specified in Exhibit B to the Lease upon return of the Aircraft to
            Lessor.

                        (G)   Except as specifically provided in the Section
            1110 Stipulation, the Section 1110 Stipulation shall not affect,
            modify or waive any term, provision or condition of the Lease or
            applicable Law, including, without limitation, Section 1110 of the
            Bankruptcy Code. The Section 1110 Stipulation shall not constitute
            the assumption by Lessee of the Lease or an agreement by Lessee to
            assume the Lease.

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                  (iii) Unless otherwise mutually agreed in writing by Lessor
      and Lessee, the form and text of the Section 1110 Stipulation shall be as
      set forth in the Restructuring Letter Agreement (with any blanks therein
      appropriately completed, any bracketed text therein appropriately deleted
      or modified and any information missing therefrom appropriately inserted).

            (d)   LESSEE PARTY RELEASE. In consideration of the Lessor
Accommodations, Lessee hereby (and by its execution and delivery of its Lessee
Party Acknowledgement and Agreement, each other Lessee Party) releases,
discharges and acquits Lessor, each Indemnitee (under and as defined in the
Lease and each Other Agreement) and GECAS and each of their respective
Affiliates and the officers, directors, members, agents, representatives and
employees and the respective successors and assigns of each of the foregoing
(each, a "RELEASED PARTY") from, and agrees not to sue upon (or otherwise assert
or pursue any right or remedy with respect to) any and all liabilities,
obligations, losses, damages, penalties, actions, causes of action, judgments,
legal process, suits, claims and costs and expenses, whether by contract or at
law or in equity or otherwise arising and whether known or unknown, that Lessee
had or has, or may have had or have, against any Released Party arising out of
or in connection with facts, circumstances or events (whether known or unknown
by Lessee) existing or occurring prior to or on and as of the Effective Date and
pertaining to any or all of Lessor, any Affiliate of Lessor, the Operative
Documents, the Other Agreements and the transactions contemplated thereby.

            (e)   EXPENSES.

                  (i) Lessee and (by its execution and delivery of its
      Lessee Party Acknowledgment and Agreement) Atlas agree that (a) on the
      Effective Date, Lessee Parties shall pay to counsel for Lessor, the
      Affiliates of Lessor that are parties to the Other Restructuring Lease
      Amendments and Serviced Lessor, in payment of the fees of such counsel in
      connection with the preparation, negotiation, execution and delivery of
      this Agreement, the Other Restructuring Lease Amendments and the
      Additional Restructuring Lease Amendment, the sum of $225,000, and (b)
      such sum shall be in addition to all retainer deposits made to such
      counsel (which retainer deposits shall be applied to the fees of such
      counsel in such connection that are not paid in full by such additional
      sum without any necessity or obligation on the part of such counsel, GECAS
      or any other Person to refund, return or otherwise account for such
      retainer deposits or any right on the part of any Lessee Party to receive
      or recover all or any portion of such retainer deposits). Notwithstanding
      anything herein, in any Other Lease Restructuring Amendment or in the
      Additional Restructuring Lease Amendment to the contrary, and for the
      avoidance of any doubt, it is expressly stated, acknowledged and agreed
      that the aggregate amount payable by Lessee Parties on the Effective Date
      pursuant to this Section 2(e)(i) and Section 2(e)(i) of each of the Other
      Lease Restructuring Amendments and the Additional Restructuring Lease
      Amendment is $225,000.

                  (ii)  Lessee agrees that, on demand, Lessee shall pay or
      reimburse Lessor, Affiliates of Lessor and Serviced Lessor for
      seven-ninths (7/9ths) of all out of pocket costs and expenses (including,
      without limitation, legal and other professional fees and expenses)
      incurred or payable by Lessor, Affiliates of Lessor and Serviced Lessor in
      connection with or related to (a) the issuance of each guaranty pursuant
      to and as required

                                       -7-

<PAGE>

      by Section 2(f) of each of this Agreement, each Other Restructuring Lease
      Amendment and the Additional Restructuring Lease Amendment, (b) the
      issuance of Common Stock pursuant to and as required by the Restructuring
      Letter Agreement and each Other Restructuring Letter Agreement, and (c)
      the preparation, negotiation, execution and delivery of amendments and
      other documents pursuant to and as required by Section 2(g) of each of
      this Agreement, the Other Restructuring Lease Amendments and the
      Additional Restructuring Lease Amendment.

                  (iii) Without limitation of any term or provision of
      Section 15 of the Lease, Lessee acknowledges, confirms and agrees that all
      out of pocket costs and expenses (including, without limitation, legal and
      other professional fees and expenses) incurred or payable by Lessor in
      connection with or related to the preservation or exercise by Lessor of
      rights and remedies of Lessor and/or the enforcement by Lessor of
      obligations of Lessee and/or, if applicable, obligations of the other
      Lessee Parties (in each case under or in respect of this Agreement, the
      Tax Indemnity Agreement and the other Operative Documents) during the
      pendency of any Chapter 11 Case with respect to Lessee or other proceeding
      under the Bankruptcy Code with respect to Lessee (including, without
      limitation, all such costs and expenses in connection with or related to
      the Section 1110 Stipulation provided for in Section 2(c) hereof, the
      assumption by Lessee of the Lease and/or the exercise by Lessor of its
      rights under Section 9(e) or Section 15 of the Lease, but excluding,
      however, any such costs and expenses in connection with or related to any
      monitoring of developments in any such case that is unrelated to such
      preservation or exercise of rights and remedies or such enforcement of
      obligations) are "enforcement" costs of Lessor for which Lessee is liable
      under Section 15 of the Lease (and which Lessee shall pay or reimburse to
      Lessor on demand by Lessor).

            (f)   RESTRUCTURING GUARANTIES. On the earlier to occur of (i) the
date on which a Plan (a) has been confirmed by the bankruptcy court, and (b) all
conditions precedent to the effectiveness of such Plan under the Bankruptcy Code
and/or set forth in such Plan have been satisfied (such date being referred to
as the "PLAN EFFECTIVE DATE"), or (ii) the date on which any Lessee Party issues
to an Other Creditor of any other Lessee Party a guaranty of the obligations of
such other Lessee Party to such Other Creditor, each Lessee Party shall issue a
guaranty of the due and punctual payment and performance of all obligations of
each Affiliate of such Lessee Party under this Agreement, the Lease and each
Other Agreement to and for the benefit of Lessor or the Affiliate of Lessor that
is a party to this Agreement, the Lease or such Other Agreement. Each such
guaranty shall be (i) a guaranty of payment and performance and not of
collection, and (ii) otherwise reasonably acceptable in form and substance to
the beneficiary thereof (it being stated and acknowledged, for the avoidance of
any doubt or misunderstanding, that the form and content of the Lessee Guaranty
shall not be dispositive with respect to the acceptability of the form and
content of any guaranty to be issued pursuant to this Section 2(f)).

            (g)   MOST FAVORED NATION TREATMENT. Lessee agrees that if Lessee
Parties (or one or more thereof) enter(s) into definitive documents with respect
to the restructuring, modification or amendment of their (or any of their)
obligations to an Other Lessor (such restructuring, modification or amendment
being referred to as an "OTHER LESSOR RESTRUCTURING") which provide(s) for such
Other Lessor to receive (as part of the Restructuring Program) a lease or
sublease rate or other economic terms, economic provisions or economic
conditions that,

                                       -8-

<PAGE>

taking into account all prevailing facts and circumstances, are more favorable
to such Other Lessor than the lease rate or other economic terms, economic
provisions or economic conditions received by Lessor (as part of the
Restructuring Program) and set forth in this Agreement and or reflected in the
Operative Documents after giving effect to this Agreement and/or the Tax
Indemnity Agreement Amendment then, (i) within thirty (30) days after such entry
into such definitive documents with respect to such Other Lessor Restructuring.
Lessee shall notify Lessor thereof, and (ii) within forty five (45) days after
the request therefor (if any) by Lessor, this Agreement, the Restructuring
Letter Agreement, the Lessee Party Acknowledgments and Agreements and the
Operative Documents shall be amended and/or modified in such manner and to such
extent as may be requisite to provide to Lessor (as part of the Restructuring
Program) a lease rate and other economic terms, economic provisions and economic
conditions that, taking into account all prevailing facts and circumstances, are
the same as the lease or sublease rate and other economic terms, economic
provisions and economic conditions provided to such Other Lessor pursuant to
such Other Lessor Restructuring and the documents relating to such Other Lessor
Restructuring. Notwithstanding anything herein or in any of the Other
Restructuring Letter Agreements which may be to the contrary. Lessor and Lessee
agree that Lessor's "most favored nation treatment" with respect to the
restructuring, modification and/or amendment of the obligations of Lessee
Parties under and/or in respect of (i) the 1998 7.38% Atlas Air Pass Through
Certificates, Series A, (ii) the 1999 7.20% Atlas Air Pass Through Certificates,
Series A-l, and (iii) the 2000 8.707% Atlas Air Pass Through Certificates,
Series A and, in each case, the lease agreements, lease indentures, leased
equipment notes, indentures, owned equipment notes and other documents and
instruments executed, delivered and/or issued in connection with such
Certificates, shall be as provided in the Restructuring Letter Agreement.

      SECTION 3. AMENDMENT OF THE LEASE. The Lease is hereby amended as follows:

            (a) AMENDMENT OF SECTION 3(b). Section 3(b) of the Lease is amended
to read in its entirety as follows:

                  (b)   BASIC RENT.

                        (i)   On each Rent Payment Date (during the Basic Term),
            Basic Rent for the use of the Aircraft shall be due and payable, and
            Lessee shall pay Basic Rent in Dollars, in the amount specified for
            such Rent Payment Date on EXHIBIT B-1. On and after the Rent Payment
            Date occurring on April 11, 2003, Basic Rent shall be payable
            (monthly) in advance. Each payment of Basic Rent shall be final,
            subject to SECTION 18 hereof. The amount of Basic Rent allocated to
            each Lease Period shall equal the amount of Basic Rent payable
            during such Lease Period.

                        (ii)  Lessor and Lessee agree that Lessee's liability
            for purposes of Section 467 of the Code on account of the use of the
            Aircraft in accordance with this Lease shall be as stated on EXHIBIT
            B-1. It is the intention of the parties hereto that the allocation
            of Basic Rent as provided in EXHIBIT B-1 constitutes a specific
            allocation of fixed rent within the meaning of Treasury Regulation
            Section 1.467-1(c)(2)(ii)(A) with the effect that, pursuant to
            Treasury Regulation Section 1.467-1(d) and 1.467-2, each of Lessor
            and Lessee, on any federal income

                                       -9-

<PAGE>

            tax returns filed by it (or on any return on which its income is
            included), shall accrue for purposes of Section 467 of the Code the
            amounts of rental income and rental expense, respectively, set forth
            for each period under the column with the heading "Basic Rent
            Payment" on EXHIBIT B-1 and for purposes of Section 467 of the Code
            shall include the amounts in income or as an expense, respectively,
            for each taxable year in accordance with Treasury Regulations
            Section 1.467-1(d)(1).

            (b)   AMENDMENT OF SECTION 3(c). Section 3(c) of the Lease is
amended to read in its entirety as follows:

                  (c)   ADJUSTMENTS TO BASIC RENT.

                        (i)   In the event that Lessee pays an indemnity
            obligation under the Tax Indemnity Agreement, then the Basic Rent
            amounts set forth on EXHIBIT B-1, the Termination Value amounts and
            the Event of Default Termination Value amounts set forth on EXHIBIT
            C-1 OR C-2, as applicable (and on SCHEDULE B to the Tax Indemnity
            Agreement) and the EBO Amount set forth on EXHIBIT D shall be
            recalculated upwards or downwards by Lessor using the same methods
            and assumptions (except to the extent such assumptions shall be
            varied to take into account the Loss (as defined in the Tax
            Indemnity Agreement) that is the subject of such indemnification and
            any prior or contemporaneous Loss) used to calculate the Basic Rent
            amounts, the Termination Value amounts, the Event of Default
            Termination Value amounts and the EBO Amount as the same were
            amended or added pursuant to, and as the same are set forth in, the
            Amendment Agreement and the Tax Indemnity Agreement Amendment in
            order to (1) maintain the Net Economic Return and (2) to the extent
            possible consistent with the preceding clause (1), minimize the Net
            Present Value of Rents.

                        (ii)  Any recalculation of Basic Rent amounts,
            Termination Value amounts, Event of Default Termination Value
            amounts and EBO Amount pursuant to this SECTION 3(c) shall be
            determined by Lessor and shall be subject to the verification
            procedure set forth in SECTION 3(g).

                        (iii) Any such adjusted Basic Rent amounts, Termination
            Value amounts, Event of Default Termination Value amounts and EBO
            Amount shall be set forth in a Lease Supplement or an amendment to
            the Lease.

            (c)   AMENDMENT OF SECTION 3(g). Section 3(g) of the Lease is
amended to read in its entirety as follows:

                        (g)   VERIFICATION. Any recalculation of Basic Rent
            amounts, Termination Value amounts, Event of Default Termination
            Value amounts and EBO Amount pursuant to this Lease shall be
            calculated by Lessor in accordance with SECTION 3(c); PROVIDED,
            HOWEVER, that if Lessee believes that such calculations by Lessor
            are in error, then Lessee's independent public accountants, Babcock
            & Brown LP or any other nationally recognized firm of accountants or
            lease advisory firm selected by Lessee and acceptable to Lessor
            shall be permitted

                                      -10-

<PAGE>

            to verify such calculations and Lessor will make available to the
            applicable firm performing such verification (subject to the
            execution by the applicable firm performing such verification of a
            confidentiality agreement acceptable to Lessor) the methods and
            assumptions applicable to such calculations in accordance with
            SECTION 3(c) (and any variances therefrom made in accordance with
            SECTION 3(c)). In the event of a verification pursuant to this
            SECTION 3(g). the determination by the applicable firm performing
            such verification of the recalculated Basic Rent amounts,
            Termination Value amounts. Event of Default Termination Value
            amounts and EBO Amount shall be final. Lessee shall pay the
            reasonable costs and expenses of any verification pursuant to this
            SECTION 3(g); PROVIDED, HOWEVER. that Lessor shall pay the
            reasonable costs and expenses of any such verification which (i)
            establishes an error adverse to Lessee, and (ii) results in an
            adjustment of Basic Rent amounts that causes the Net Present Value
            of Rents to decline by five (5) or more basis points, a reduction of
            EBO Amount by five (5) or more basis points or a material reduction
            of the Termination Values or the Event of Default Termination
            Values. Any recalculated Basic Rent amounts. Termination Value
            amounts, Event of Default Termination Value amounts and EBO Amount
            that result from a verification pursuant to this SECTION 3(g) shall
            be set forth in a Lease Supplement or an amendment to the Lease.

            (d)   AMENDMENT OF SECTION 7(a)(1). Section 7(a)(l) of the Lease is
amended by adding at the end of clause (b) thereof the following provisos:

            PROVIDED, HOWEVER, that if Lessee (i) grounds the Airframe, together
            with the Engines or engines then installed thereon (collectively,
            the "GROUNDED AIRCRAFT") for longer than a temporary period and/or
            for reasons other than those previously described in this clause (B)
            (which Lessee may do, in its discretion, if in connection therewith
            Lessee complies with the terms of this proviso and the following
            proviso to this clause (B)), (ii) stores the Grounded Aircraft in a
            Storage Program for the duration of such grounding, (iii) stores all
            Engines other than Excepted Engines (collectively, the "GROUNDED
            ENGINES") in a Storage Program for the duration of such grounding
            (and maintains the Excepted Engines, or causes the Excepted Engines
            to be maintained, in accordance with the terms of this Lease (other
            than the terms of this proviso and the following proviso to this
            clause (B)), (iv) identifies to Lessor, upon commencement of such
            grounding and from time to time thereafter upon any change in such
            location or such information, the locations of the Grounded Aircraft
            and each Grounded Engine, the owner and the operator of each storage
            facility at which the Grounded Aircraft and/or each Grounded Engine
            is stored (setting forth for each such owner and each such operator,
            its name, address, applicable contact person or persons and their
            respective telephone numbers, facsimile numbers and, if available,
            e-mail addresses), and (v) authorizes each such owner and/or
            operator to discuss with Lessor (or its representatives), and to
            provide to Lessor (or its representatives) information concerning,
            the Grounded Aircraft and/or each Grounded Engine, as applicable,
            and the amounts of, and the payment or non-payment of, the costs,
            expenses and other charges of such owner and/or operator with
            respect to the Grounded Aircraft and/or each Grounded Engine, as
            applicable (and, in such

                                      -11-

<PAGE>

            connection, Lessee authorizes each such owner and each such operator
            to rely on a copy of this provision of this Lease as due
            authorization and instruction by Lessee to such owner or such
            operator to discuss with Lessor (or its representatives), or to
            provide to Lessor (or its representatives) information concerning,
            the Grounded Aircraft and/or each Grounded Engine, as applicable,
            and the amounts of, and the payment or non-payment of, the costs,
            expenses and other charges of such owner or such operator with
            respect to the Grounded Aircraft and/or each Grounded Engine, as
            applicable). Lessee shall (in lieu of complying with the
            requirements of this clause (B) other than those requirements set
            forth in the provisos to this clause (B), but without limitation of
            any other term or provision of this Lease (including, without
            limitation. SECTION 5 and the following clauses (C) and (D) of this
            SECTION 7(a)(1)) or any other Operative Document (including, without
            limitation, the Tax Indemnity Agreement)) maintain the Grounded
            Aircraft and each Grounded Engine in accordance with a Storage
            Program; PROVIDED FURTHER, HOWEVER, that at such time as the
            Grounded Aircraft or a Grounded Engine is removed from storage.
            Lessee shall, at its own cost and expense, cause the Grounded
            Aircraft or such Grounded Engine to be or become in the condition in
            which, but for the Aircraft or such Grounded Engine being a Grounded
            Aircraft or a Grounded Engine, the Aircraft or such Engine would
            have been required by this Lease to be in; and PROVIDED FURTHER,
            HOWEVER. that if, at any time when the Airframe is not so grounded,
            (i) Lessee grounds an Engine not then installed on the Airframe (a
            "SEPARATELY GROUNDED ENGINE") for longer than a temporary period
            (which Lessee may do, in its discretion, if in connection therewith
            Lessee complies with the terms of this proviso), and (ii) Lessee
            complies with (a) the requirements of clauses (iv) and (v) of the
            second preceding proviso to this clause (B), and (b) the
            requirements of the next preceding proviso to this clause (B), in
            each case, with respect to such Separately Grounded Engine (as if
            each reference in such clause (iv) and (v) and such proviso to
            "Grounded Engine" was a reference to "Separately Grounded Engine"),
            Lessee shall (in lieu of complying with the requirements of this
            clause (B) with respect to such Separately Grounded Engine (other
            than those requirements set forth in this proviso to this clause
            (B), but without limitation of any other term or provision of this
            Lease (including, without limitation, SECTION 5 and the following
            clauses (C) and (D) of this Section 7(a)(i)) or any other Operative
            Document (including, without limitation the Tax Indemnity
            Agreement)) maintain such Separately Grounded Engine in accordance
            with a Storage Program (it being expressly stated, acknowledged and
            agreed, for the avoidance of any doubt, that, by inclusion in this
            Lease of the provisos to this clause (B), Lessor waives compliance
            by Lessee with, and any Default or Event of Default which would
            arise solely from Lessee's failure to comply with, the requirements
            of this clause (B) (other than the requirements set forth in the
            provisos to this clause (B)) with respect to the Grounded Aircraft,
            the Grounded Engines and the Separately Grounded Engines for the
            duration of the grounding thereof so long as Lessee complies with
            the requirements set forth in the applicable provisos to this clause
            (B) and each applicable Storage Program with respect to the
            grounding and storage (including maintenance during storage) of

                                      -12-

<PAGE>

            the Grounded Aircraft, the Grounded Engines and the Separately
            Grounded Engines for the duration (and at the termination) of the
            grounding thereof):

            (e)   AMENDMENT OF SECTION 7(c). Section 7(c) of the Lease is
amended by changing the phrase "and that Lessor or its successors or assigns
will acquire or claim", which appears in the final clause of the last sentence
thereof, to read as follows: "and that neither Lessor nor any of its successors
or assigns will acquire or claim".

            (f)   AMENDMENT OF SECTION 9. Section 9 of the Lease is amended as
follows:

                  (i)   the caption of Section 9 of the Lease is amended to read
      in its entirety "Termination";

                  (ii)  the caption of Section 9(a) of the Lease is amended to
      read in its entirety "Termination By Lessee";

                  (iii) Section 9(b) of the Lease is amended to read in its
      entirety as follows:

                        (b) OPTIONAL SALE OF THE AIRCRAFT; LESSOR RETENTION
            OPTION; REVOCATION OF TERMINATION NOTICE. In the event that Lessee
            shall have exercised its right to terminate this Lease pursuant to
            SECTION 9(a)(i), during the period from the giving of the
            Termination Notice until the proposed Termination Date (unless
            Lessee shall have revoked the Termination Notice specifying such
            proposed Termination Date or Lessor shall have irrevocably elected
            to retain the Aircraft pursuant to this SECTION 9(b)). Lessee, as
            non-exclusive agent for Lessor and at no expense to Lessor, shall
            use commercially reasonable efforts to obtain bids for the purchase
            of the Aircraft and, in the event it receives any bid, Lessee shall,
            within five (5) Business Days after receipt thereof and at least ten
            (10) Business Days prior to the proposed Termination Date, certify
            to Lessor in writing the amount and terms of such bid, and the name
            and address of the party or parties (who shall not be Lessee or any
            Affiliate of Lessee or any Permitted Sublessee or any other Person
            with whom Lessee or any such Affiliate or any Permitted Sublessee
            has an arrangement or understanding regarding the future use of the
            Aircraft by Lessee or any such Affiliate or any Permitted Sublessee
            but who may be Lessor, any Affiliate thereof or any Person contacted
            by Lessor) submitting such bid. Subject to the next succeeding
            sentence, on or before the Termination Date, subject to the release
            of all mortgage and security interests with respect to the Aircraft:
            (1) Lessee shall deliver the Aircraft, or cause the Aircraft to be
            delivered, to the bidder(s), if any, which shall have submitted the
            highest cash bid therefor at least ten (10) Business Days prior to
            such Termination Date, in the same manner and in the same condition
            and otherwise in accordance with all the terms of this Lease as if
            delivery were made to Lessor pursuant to SECTION 5. and shall duly
            transfer to Lessor title to any engines on the Airframe and not
            owned by Lessor all in accordance with the terms of SECTION 5, (2)
            Lessor shall sell in accordance with the provisions of SECTION 9(c)
            hereof, subject to prior or concurrent payment by Lessee of all
            amounts due under CLAUSE (3) of this sentence, all of Lessor's
            right,

                                      -13-

<PAGE>

            title and interest in and to the Aircraft for cash in Dollars to
            such bidder(s). the total sales price realized at such sale to be
            retained by Lessor. (3) Lessee shall simultaneously pay Lessor in
            funds of the type specified in SECTION 3(e) hereof, an amount equal
            to the sum of (A) the excess, if any, of (i) the Termination Value
            for the Aircraft, computed as of the Termination Date, over (ii) the
            sales price of the Aircraft sold by Lessor after deducting the
            reasonable expenses incurred by Lessor in connection with such sale
            (except that there shall not be deducted the fees, commissions or
            expenses of more than one broker per transaction), (B) all unpaid
            Basic Rent with respect to the Aircraft due prior to (but not on)
            such Termination Date and (C) all Supplemental Rent due on or prior
            to such Termination Date, and (4) upon and simultaneously with such
            payment. Lessor will transfer to Lessee, in accordance with the
            provisions of SECTION 9(c), all of Lessor's right, title and
            interest in and to any Engines constituting part of the Aircraft
            which were not sold with the Aircraft. Notwithstanding the preceding
            sentence, Lessor may elect to retain title to the Aircraft unless
            Lessee shall have revoked the Termination Notice or shall have
            accepted a bid for the Aircraft prior to Lessee's receipt of notice
            of Lessor's election. If Lessor so elects. Lessor shall give to
            Lessee written notice of such election within thirty (30) days of
            its receipt of a Termination Notice. Upon receipt of notice of such
            an election by Lessor, Lessee shall cease its efforts to obtain bids
            as provided above and shall reject all bids theretofore or
            thereafter received. On the Termination Date, Lessee shall deliver
            the Airframe and Engines or engines to Lessor in accordance with
            SECTION 5 and shall pay (i) all Basic Rent due prior to (but not on)
            the Termination Date and (ii) all Supplemental Rent due on or prior
            to the Termination Date. If no sale shall have occurred on the
            Termination Date, Lessor may, but shall not be obligated to, elect
            to retain title to the Aircraft and terminate the Lease, in which
            case, Lessee shall pay all Basic Rent due prior to (but not on) the
            Termination Date and all Supplemental Rent due on or prior to the
            Termination Date. At such time as all of the payments described in
            the preceding sentence shall have been made, this Lease shall
            terminate and Lessee shall deliver the Aircraft to Lessor in
            accordance with SECTION 5 thereof. If no sale shall have occurred on
            the Termination Date, this Lease shall continue in full force and
            effect as to the Aircraft, Lessee shall pay the costs and expenses
            incurred by Lessor, if any, in connection with the preparation for
            such sale other than any fees, commissions or expenses of any broker
            retained by Lessor. In the event of any such sale or such retention
            of the Aircraft by Lessor and upon compliance by Lessee with the
            provisions of this paragraph, the obligation of Lessee to pay Basic
            Rent or any other amounts hereunder shall cease to accrue and this
            Lease shall terminate. Lessor may solicit cash bids on its own
            behalf, inquire into the efforts of Lessee to obtain bids or
            otherwise act in connection with any such sale other than to
            transfer (in accordance with the foregoing provisions) to the
            purchaser named in the highest cash bid certified by Lessee to
            Lessor all of Lessor's right, title and interest in the Aircraft,
            against receipt of the payments provided herein. Lessee may revoke a
            Termination Notice delivered under SECTION 9(a) no more than four
            (4) times during the Term.

                                      -14-

<PAGE>

                  (iv)  there is added after Section 9(d) a new Section 9(e)
      which reads in its entirety as follows:

                  (e)   TERMINATION BY REASON OF NON-ASSUMPTION EVENT.

                        (i)   Lessor shall have the right (exercisable by the
            giving by Lessor to Lessee of at least two (2) days' prior written
            notice specifying the date on which this Lease shall terminate
            pursuant to this SECTION 9(e)) to terminate this Lease at any time
            during the Term if at such time a Non-Assumption Event shall have
            occurred and be continuing. If this Lease terminates pursuant to
            this SECTION 9(e), Lessor shall have the rights and remedies, and
            Lessee shall have the obligations, in each case, that are specified
            in clauses (a) through (e) of SECTION 15 (with the same effect as if
            an Event of Default had occurred and was continuing). Lessee hereby
            waives any right, whether at law or in equity, or otherwise existing
            or arising, to stay, enjoin or otherwise restrict or impede the
            exercise by Lessor of any such right or remedy of Lessor.

                        (ii)  As used herein, "NON-ASSUMPTION EVENT" means that
            (a) this Lease shall not have been assumed by Lessee, by
            confirmation of a plan of re-organization providing for such
            assumption or by separate court order, within 180 days after the
            commencement with respect to Lessee of a case under Chapter 11 of
            Title 11 of the United States Code (or any successor provision of
            any successor statute) (any such case being referred to as a
            "CHAPTER 11 CASE"), or (b) any Other Aircraft Lease, shall not have
            been assumed by Lessee or the other Person that is the lessee or
            sublessee under such Other Aircraft Lease, by confirmation of a plan
            of re-organization providing for such assumption or by separate
            court order, within 180 days after the commencement with respect to
            Lessee or such other Person of a Chapter 11 Case.

            (g)   AMENDMENT OF SECTION 14. Section 14 of the Lease is amended as
follows:

                  (i)   the period at the end of clause (h) of Section 14 of the
      Lease is changed to a semi-colon followed by the word "or"; and

                  (ii)  the following additional clauses are added after clause
      (h) of Section 14 of the Lease:

                        (i)   Lessee shall have failed to pay when due any
            amount payable by it under the Amendment Agreement and such failure
            shall have continued for five (5) Business Days; or Lessee or any
            Affiliate of Lessee that is a party to any Other Agreement shall
            have failed to pay when due any amount payable by it under such
            Other Agreement and such failure shall continue beyond the
            applicable cure or grace period, if any, provided for such failure
            in such Other Agreement; or Lessee or any Affiliate of Lessee shall
            have failed to perform or observe (or cause to be performed or
            observed) any covenant or agreement to be performed or observed (or
            caused to be performed or observed) by it under

                                      -15-

<PAGE>

            SECTION 2(c) or SECTION 2(f) of the Amendment Agreement or the
            analogous provision of any of the Other Restructuring Lease
            Amendments or under PART I of the Restructuring Letter Agreement or
            the analogous provision of any of the Other Restructuring Letter
            Agreements; or

                        (j)   any representation or warranty made or deemed made
            by Lessee or any Affiliate of Lessee in the Amendment Agreement or
            any document or certificate furnished by it pursuant to or in
            connection with the Amendment Agreement (except the Tax Indemnity
            Agreement Amendment and such other documents or certificates
            furnished to Lessor solely in connection with the Tax Indemnity
            Agreement Amendment) shall prove to have been incorrect in any
            material respect at the time made and such incorrectness shall not
            have been cured within thirty (30) days after receipt by Lessee of
            written notice from Lessor.

            (h)   AMENDMENT OF SECTION 15(c). Section 15(c) of the Lease is
amended to read in its entirety as follows:

                        (c)   whether or not Lessor shall have exercised, or
            shall thereafter at any time exercise, any of its rights under
            paragraph (a) or paragraph (b) above with respect to all or any part
            of the Aircraft, Airframe and/or any Engine, Lessor, by written
            notice to Lessee specifying a payment date which shall be a
            Termination Value Date not earlier than ten (10) days from the date
            of such notice, may demand that Lessee pay to Lessor, and Lessee
            shall pay Lessor, on the payment date so specified, as liquidated
            damages for loss of a bargain and not as a penalty (in lieu of the
            installments of Basic Rent for the Aircraft due on Rent Payment
            Dates occurring on or after the Termination Value Date specified as
            the payment date in such notice), any unpaid Basic Rent or Renewal
            Rent due on Rent Payment Dates prior to (but not on) the payment
            date so specified (including, without limitation, any adjustments
            payable pursuant to SECTION 3(c) hereof) plus whichever of the
            following amounts Lessor, in its sole discretion, shall specify in
            such notice (together with interest, if any, on such amount at the
            Past Due Rate from such Termination Value Date until the date of
            actual payment of such amount): (i) an amount equal to the excess,
            if any, of the present value, computed as of the Termination Value
            Date specified in such notice, discounted to such Termination Value
            Date at a rate per annum equal to 8.6%, of all unpaid Basic Rent for
            the remainder of the Basic Term (if the Basic Term has not
            concluded) or, if a Renewal Term has commenced, of all unpaid Basic
            Rent during the remaining portion of such Renewal Term, over the
            aggregate fair market rental value (computed as hereafter in this
            SECTION 15 provided) of such Aircraft for the remainder of the Basic
            Term (if the Basic Term has not concluded) or, if a Renewal Term has
            commenced, of the aggregate fair market rental value of such
            Aircraft during the remaining portion of such Renewal Term, after
            discounting such aggregate fair market rental value to present value
            as of the Termination Value Date specified in such notice at an
            annual rate equal to 8.6%; or (ii) an amount equal to the excess, if
            any, of the Event of Default Termination Value for the Aircraft,
            computed as of the Termination Value Date in such notice

                                      -16-

<PAGE>

            over the fair market sales value of the Aircraft (computed as
            provided below in this Section) as of the Termination Value Date in
            such notice.

            (i)   AMENDMENT OF SECTION 15(d). Section 15(d) of the Lease is
amended by changing the words "any unpaid Basic Rent or Renewal Rent with
respect to the Aircraft due with respect to the period prior to (but not on)
such date (including, without limitation, any adjustments payable pursuant to
SECTION 3 hereof) plus the amount of any deficiency between the net proceeds of
such sale (after deduction of all costs of sale) and the Termination Value of
such Aircraft" which appear after the comma that follows the first parenthetical
in Section 15(d) of the Lease to read as follows: "any unpaid Basic Rent or
Renewal Rent with respect to the Aircraft due with respect to the period prior
to (but not on) such date (including, without limitation, any adjustments
payable pursuant to SECTION 3(c) hereof) plus the amount of any deficiency
between the net proceeds of such sale (after deduction of all costs of sale) and
the Event of Default Termination Value of the Aircraft".

            (j)   AMENDMENT OF SECTION 17. Paragraph (a) of Section 17 of the
Lease is amended to read in its entirety as follows:

                  (a)   if to Lessee, c/o Atlas Air Worldwide Holdings, Inc.,
            2000 Westchester Avenue, Purchase, New York 10577, Attention:
            Dorinda Pannozzo (Facsimile No. (914) 701-8750), or to such other
            address or telecopy number as Lessee shall from time to time
            designate in writing to Lessor; and

            (k)   AMENDMENT OF SECTION 18. Section 18 of the Lease is
amended as follows: (i) the fifth sentence of Section 18 of the Lease is
deleted; and (ii) the last sentence of Section 18 of the Lease is amended to
read in its entirety as follows:

            Nothing set forth in this Section 18 shall be construed to prohibit
            Lessee from separately pursuing any claim that it from time to time
            may have against Lessor or any other Person with respect to any
            other matters (other than the absolute and unconditional nature of
            Lessee's obligations under this Lease).

            (l)   AMENDMENT OF SECTION 19. Section 19 of the Lease is amended as
follows:

                        (i)   Section 19(a)(4) of the Lease is amended to read
in its entirety as follows:

                        (4)   TERMINATION VALUE. The amounts which are payable
            during any Renewal Term or any Additional Renewal Term in respect of
            Termination Value and Event of Default Termination Value with
            respect to the Aircraft shall take into account the fair market
            sales value (as computed pursuant to SECTION 19(c)) of the Aircraft
            as of the commencement of such Renewal Term or such Additional
            Renewal Term and the fair market sales value (as computed pursuant
            to SECTION 19(c)) at the end of such Renewal Term or such Additional
            Renewal Term and shall decline ratably on a monthly basis and shall
            be in the amounts set forth in EXHIBIT C-2 to this Lease (as EXHIBIT
            C-2 to this Lease shall

                                      -17-

<PAGE>

            be agreed upon by Lessor and Lessee and incorporated in this Lease
            (in the case of such Renewal Term) or amended (in the case of such
            Additional Renewal Term) at the time such Renewal Term or such
            Additional Renewal Term commences) or, if applicable, in accordance
            with SECTION 7(a)(i) of the Tax Indemnity Agreement, SCHEDULE B to
            the Tax Indemnity Agreement (as SCHEDULE B to the Tax Indemnity
            Agreement shall be agreed upon by Lessor and Lessee and amended at
            the time such Renewal Term or such Additional Renewal Term
            commences).

                        (ii)  The second paragraph of Section 19(b) of the Lease
is amended to read in its entirety as follows:

                  Upon payment to Lessor in immediately available funds in
            Dollars of the full amount of the purchase price and payment of any
            other amounts then due hereunder or under the other Operative
            Documents (including all Basic Rent due prior to (but not on) the
            Purchase Option Date and all Supplemental Rent due prior to and on
            the Purchase Date and all reasonable costs or expenses of Lessor (if
            any) in connection with such purchase), Lessor will transfer to
            Lessee all of Lessor's right, title and interest in and to the
            Aircraft, in accordance with the provisions of SECTION 9(c).

            (m)   AMENDMENT OF SECTION 20. Section 20 of the Lease is amended by
changing the last sentence thereof to read in its entirety as follows:

            Upon payment to Lessor in immediately available funds in Dollars of
            the full amount of the Burdensome Buyout Price and payment of any
            other amounts then due hereunder or under the other Operative
            Documents (including all Basic Rent due prior to (but not on) such
            purchase date and all Supplemental Rent due prior to and on such
            purchase date and all reasonable costs or expenses of Lessor (if
            any) in connection with such purchase), Lessor will transfer to
            Lessee all of Lessor's right, title and interest in and to the
            Aircraft, in accordance with the provisions of SECTION 9(c).

            (n)   AMENDMENT OF SECTION 28. Section 28 of the Lease is amended by
deleting the last sentence thereof.

            (o)   AMENDMENT OF SECTION 29. Section 29 of the Lease is amended by
changing the first clause of the first sentence thereof (preceding the word
"except" which appears therein) to read as follows: "Lessee and Lessor shall
keep EXHIBITS B, B-l, B-4, C-l, C-2 and D and ANNEX B to this Lease and the Tax
Indemnity Agreement confidential and shall not disclose, or cause to be
disclosed, the same to any Person."

            (p)   AMENDMENT OF EXHIBIT B-1. Exhibit B-l to the Lease is amended
and restated to read in its entirety as set forth on Exhibit I to this Agreement
(other than the first page thereof).

                                      -18-

<PAGE>

            (q)   AMENDMENT OF EXHIBITS B-2 AND B-3. Exhibits B-2 and B-3 to the
Lease are amended by substituting for the entire text of each such Exhibit the
words "Intentionally Omitted".

            (r)   AMENDMENT OF EXHIBIT C. Exhibit C to the Lease is amended by
(i) re-lettering such Exhibit as Exhibit C-l to the Lease, and (ii) changing the
text thereof to read in its entirety as set forth on Exhibit II to this
Agreement (other than the first page thereof).

            (s)   AMENDMENT OF EXHIBIT D. Exhibit D to the Lease is amended and
restated to read in its entirety as set forth on Exhibit III to this Agreement
(other than the first page thereof).

            (t)   AMENDMENTS TO ANNEX A. Annex A to the Lease is amended as
follows:

                  (i)   DELETIONS. The definitions of the terms "LESSEE 467
      LOAN", "LESSEE 467 LOAN INTEREST", "LESSOR 467 LOAN", "LESSOR 467 LOAN
      INTEREST" and "SECTION 467 LOAN" contained in Annex A to the Lease are
      deleted in their respective entireties.

                  (ii)  CHANGES. The definitions of the terms "BASIC TERM
      EXPIRATION DATE", "BUSINESS DAY", "EBO AMOUNT", "NET ECONOMIC RETURN",
      "NET PRESENT VALUE OF RENTS, "RENT PAYMENT DATE" and "TERMINATION VALUE"
      contained in Annex A to the Lease are amended to read in their respective
      entireties as follows:

                        "BASIC TERM EXPIRATION DATE" means July 24, 2022, or
            such earlier date as the Lease may be terminated in accordance with
            the provisions thereof.

                        "BUSINESS DAY" means any day other than a Saturday or
            Sunday or a day on which commercial banks are required or authorized
            to close in New York, New York or the city and state where the
            principal office of Lessor is located.

                        "EBO AMOUNT" means the applicable amount for the EBO
            Date set forth on EXHIBIT D to the Lease (as such EXHIBIT D may be
            adjusted from time to time as provided in SECTION 3(c) of the
            Lease).

                        "NET ECONOMIC RETURN" means Lessor's net after-tax book
            yield and aggregate after-tax cash flow, in each case computed on
            the basis of the same methods and assumptions as were utilized in
            determining Basic Rent amounts, Termination Value amounts and Event
            of Default Termination Value amounts as the same were amended or
            added pursuant to, and as the same are set forth in, the Amendment
            Agreement and the Tax Indemnity Agreement Amendment, as such
            assumptions may be adjusted for events which have been the basis for
            adjustments to Rent pursuant to SECTION 3(c) of the Lease.

                        "NET PRESENT VALUE OF RENTS" means the net present
            value, as of April 11, 2003, of Basic Rent set forth on EXHIBIT B-1
            to the Lease for all Rent

                                      -19-

<PAGE>

            Payment Dates on and after April 11, 2003 discounted at a rate per
            Lease Period equal to (a) 8.6% divided by (b) the number of Lease
            Periods per year.

                        "RENT PAYMENT DATE" means (a) July 24, 2002, (b) the
            24th day of each succeeding month to and including February 24,
            2003, (c) April 11, 2003, (d) the 11th day of each succeeding month
            during the Basic Term, (e) the Basic Term Expiration Date, and (f)
            the last Business Day of any Renewal Term and any Additional Renewal
            Term.

                        "TERMINATION VALUE", with respect to the Aircraft, (a)
            means, as of any Termination Value Date during the Basic Term (with
            respect to which the Termination Value is to be determined), the
            amount set forth opposite such Termination Value Date in the column
            captioned "Termination Value" on EXHIBIT C-1 to the Lease (or, if
            applicable in accordance with SECTION 7(a)(i) of the Tax Indemnity
            Agreement, on SCHEDULE B to the Tax Indemnity Agreement) and (b) as
            of any date during the Renewal Term or any Additional Renewal Term,
            has the meaning specified in SECTION 19(a)(4) of the Lease.

                  (iii) ADDITIONS. The following definitions of the terms
      "AMENDMENT AGREEMENT", "CHAPTER 11 CASE", "EFFECTIVE DATE", "EVENT OF
      DEFAULT TERMINATION VALUE", "EXCEPTED ENGINE", "GECC", "GROUNDED
      AIRCRAFT", "GROUNDED ENGINE". "NON-ASSUMPTION EVENT", "OTHER AGREEMENT".
      "OTHER AIRCRAFT LEASE", "OTHER EXISTING AGREEMENT", "OTHER RESTRUCTURING
      LEASE AMENDMENT". "OTHER RESTRUCTURING LETTER AGREEMENT", "OWNERSHIP
      INTERESTS". "RESTRUCTURING LETTER AGREEMENT", "SEPARATELY GROUNDED
      ENGINE", "STORAGE PROGRAM", "SUBSIDIARY" and "TAX INDEMNITY AGREEMENT
      AMENDMENT" are added to Annex A to the Lease in appropriate alphabetical
      order:

                        "AMENDMENT AGREEMENT" means the Amendment Agreement (MSN
            30812), dated as of August 1, 2003, between Lessor and Lessee.

                        "CHAPTER 11 CASE" has the meaning specified for such
            term in Section 9(e)(ii) of the Lease.

                        "EFFECTIVE DATE" has the meaning specified for such term
            in the Amendment Agreement.

                        "EVENT OF DEFAULT TERMINATION VALUE", with respect to
            the Aircraft, (a) means, as of any Termination Value Date during the
            Basic Term (with respect to which the Event of Default Termination
            Value is to be determined), the amount set forth opposite such
            Termination Value Date in the column captioned "Event of Default
            Termination Value" on EXHIBIT C-1 to the Lease (or, if applicable in
            accordance with SECTION 7(a)(i) of the Tax Indemnity Agreement, on
            SCHEDULE B to the Tax Indemnity Agreement), and (b) as of any date
            during the Renewal Term or any Additional Renewal Term, has the
            meaning specified in SECTION 19(a)(4) of the Lease.

                        "EXCEPTED ENGINE" means an Engine that, at any time at
            which the Airframe is grounded pursuant to SECTION 7(a)(i) of the
            Lease, (i) is installed on an

                                      -20-

<PAGE>

            airframe other than the Airframe as permitted in accordance with the
            Lease, (ii) is in maintenance (other than maintenance pursuant to a
            Storage Program), (iii) is on the ground for a temporary period
            consistent with airline industry practice in the United States, or
            (iv) is used by Lessee as a spare engine consistent with airline
            industry practice in the United States.

                        "GECC" means General Electric Capital Corporation, a
            Delaware corporation.

                        "GROUNDED AIRCRAFT" has the meaning specified for such
            term in SECTION 7(a)(1) of the Lease.

                        "GROUNDED ENGINE" has the meaning specified for such
            term in SECTION 7(a)(1) of the Lease.

                        "NON-ASSUMPTION EVENT" has the meaning specified for
            such term in SECTION 9(e)(ii) of the Lease.

                        "OTHER AGREEMENT" means (a) any Other Aircraft Lease,
            (b) any Other Existing Agreement, or (c) any other agreement,
            document or instrument executed and delivered subsequent to April
            11, 2003 (i) which (A) is a lease or a sublease or (B) is (or
            evidences) a financing arrangement or extension of credit or other
            financial accommodation, (ii) to which Lessee and/or any of its
            Affiliates is a party or a signatory or by which it is bound (other
            than solely as a guarantor thereof), and (iii) to which GECC, Lessor
            and/or any other Subsidiary of GECC is a party or of which GECC,
            Lessor and/or any other Subsidiary of GECC is a named or intended
            beneficiary (pursuant to a trust agreement or otherwise).

                        "OTHER AIRCRAFT LEASE" means a lease or a sublease of an
            aircraft (other than the Lease), executed and delivered prior to,
            and unexpired and unterminated as of, April 11, 2003, and to which
            Lessee or an Affiliate of Lessee is a party as lessee or sublessee
            and GECC, Lessor or any other Subsidiary of GECC is a party as
            lessor or sublessor; and "OTHER AIRCRAFT LEASES" means all seven of
            such leases and subleases. For the avoidance of any doubt, the Other
            Aircraft Leases are identified in the Restructuring Letter
            Agreement.

                        "OTHER EXISTING AGREEMENT" means any one of (a) the two
            engine lease agreements, (b) the aircraft parts consignment access
            agreement, and (c) the credit agreement and related promissory note,
            guarantee, mortgages and security agreements, in each case, executed
            and delivered prior to, and unexpired and unterminated as of, April
            11, 2003, and to which Lessee or an Affiliate of Lessee is a party
            and GECC, Lessor or any other Subsidiary of GECC is a party; and
            "OTHER EXISTING AGREEMENTS" means all of such agreements, documents
            and instruments. For the avoidance of any doubt, the Other Existing
            Agreements are identified in the Restructuring Letter Agreement.

                        "OTHER RESTRUCTURING LEASE AMENDMENT" means an Amendment
            Agreement, dated as of August 1, 2003, pertaining to one of the
            Other Aircraft

                                      -21-

<PAGE>

            Leases; and "OTHER RESTRUCTURING LEASE AMENDMENTS" means all seven
            of such amendment agreements.

                        "OTHER RESTRUCTURING LETTER AGREEMENT" means a letter
            agreement, dated as of August 1, 2003, pertaining to one of the
            Other Restructuring Lease Amendments; and "OTHER RESTRUCTURING
            LETTER AGREEMENTS" means all seven of such letter agreements.

                        "OWNERSHIP INTERESTS" means, with respect to a Person,
            any capital stock, partnership interests (whether general, limited,
            special or other), limited liability company interests, membership
            interests or other equity interests (however designated and of any
            character) of such Person, including, without limitation, securities
            convertible into any of the foregoing and rights, warrants or
            options to acquire any of the foregoing.

                        "RESTRUCTURING LETTER AGREEMENT" means the letter
            agreement, dated as of August 1, 2003, and captioned "Restructuring
            Letter Agreement (MSN 30812)", between Lessor and Lessee.

                        "SEPARATELY GROUNDED ENGINE" has the meaning specified
            for such term in SECTION 7(a)(1) of this Lease.

                        "STORAGE PROGRAM" means, with respect to the Grounded
            Aircraft, a Grounded Engine or a Separately Grounded Engine, (a)
            Lessee's Roswell New Mexico storage program (as in effect on the
            Effective Date or as modified from time to time so long as (i) such
            storage program, as so modified, satisfies the criteria specified in
            sub-clauses (i) and (ii) of the following clause (b) of this defined
            term, and (ii) in the event of a modification that is material (when
            considered in relation to such storage program taken as a whole or
            to the interests of Lessor in and with respect to the Aircraft),
            such storage program, after giving effect to such modification, is
            otherwise reasonably acceptable to Lessor), or (b) any other storage
            program that (i) is approved for the Grounded Aircraft, such
            Grounded Engine or such Separately Grounded Engine (as applicable)
            by the FAA (or the applicable governmental authority under the laws
            of any jurisdiction (other than the United States of America) in
            which the Aircraft may then be registered as permitted in accordance
            with the Lease), (ii) complies with the guidelines of the
            manufacturers of the Airframe and the Engine(s) or engine(s)
            constituting and/or forming part of the Grounded Aircraft, such
            Grounded Engine or such Separately Grounded Engine (as applicable)
            for the storage (including maintenance during storage) thereof, and
            (iii) otherwise is acceptable to Lessor.

                        "SUBSIDIARY" means, with respect to a Person, (a) any
            corporation of which more than fifty percent (50%) of the
            outstanding stock having ordinary voting power to elect a majority
            of its board of directors, regardless of the existence at the time
            of a right of the holders of any class or classes of securities of
            such corporation to exercise such voting power by reason of the
            happening of any contingency, or any partnership or limited
            liability company of which more

                                      -22-

<PAGE>

            than fifty percent (50%) of the outstanding Ownership Interests, is
            at the time owned directly or indirectly by such Person, or by one
            or more Subsidiaries of such Person, or by such Person and one or
            more Subsidiaries of such Person, or (b) any other entity which is
            directly or indirectly controlled or capable of being controlled by
            such Person, or by one or more Subsidiaries of such Person, or by
            such Person and one or more Subsidiaries of such Person. For
            purposes of this definition, "control" (including "controlled by")
            means, with respect to a Person, the power, directly or indirectly,
            to direct or cause the direction of the management and policies of
            such Person.

                        "TAX INDEMNITY AGREEMENT AMENDMENT" means Amendment No.
            1 to the Tax Indemnity Agreement, dated as of August 1, 2003,
            between Lessor and Lessee.

      SECTION 4. EFFECTIVE DATE AND CONDITIONS PRECEDENT.

            (a)  EFFECTIVE DATE AND CONDITIONS PRECEDENT. This Agreement shall
become effective upon satisfaction in full of each of the following conditions
on or prior to the Effective Date:

                  (i)   DELIVERIES TO LESSOR. Lessor shall have received the
      following (in each case, satisfactory in form and substance to Lessor and
      its legal counsel):

                        (A)   this Agreement, the Restructuring Letter Agreement
            and the Tax Indemnity Agreement Amendment, duly executed by Lessee;

                        (B)   an Acknowledgement, Consent and Agreement of Atlas
            Holdings in the form of Schedule II attached hereto, duly executed
            by Atlas Holdings, and a Lessee Party Acknowledgement and Agreement
            of each Lessee Party other than Lessee, duly executed by such Lessee
            Party;

                        (C)   favorable opinions of (l) Cahill Gordon & Reindel
            LLP, special counsel for Lessee and the other Lessee Parties, (2)
            Warren & Sklar, California counsel for Lessee, and (3) Crowe &
            Dunlevy, special FAA counsel for Lessee, each dated the Effective
            Date, as to such matters relating to this Agreement, the Lease, the
            Tax Indemnity Agreement and the Restructuring Letter Agreement and
            the transactions contemplated hereby and thereby, as Lessor shall
            have reasonably requested; and

                        (D)   payment in full (or evidence of payment in full)
            of all expenses of Lessor and other sums required to be paid to (or
            for the account of) Lessor and its Affiliates pursuant to this
            Agreement, the other Restructuring Lease Amendments, the Other
            Agreements and the Operative Documents (as defined herein and in the
            Other Restructuring Lease Amendments).

                  (ii)  SIMULTANEOUS AMENDMENT OF OTHER AIRCRAFT LEASES. Each of
      the Other Restructuring Lease Amendments shall have become effective prior
      to, or shall become effective simultaneously with, the effectiveness of
      this Agreement.

                                      -23-

<PAGE>

                  (iii) DELIVERIES TO LESSEE. Lessee shall have received the
      following (in each case, satisfactory in form and substance to Lessee and
      its legal counsel):

                        (A)   this Agreement, the Restructuring Letter Agreement
            and the Tax Indemnity Agreement Amendment, duly executed by Lessor;

                        (B)   an Acknowledgment, Consent and Agreement of Lessor
            Guarantor in the form of Schedule V hereto, duly executed by Lessor
            Guarantor; and

                        (C)   favorable opinions of (l) Paul, Hastings, Janofsky
            & Walker LLP, special counsel for Lessor, and (2) Christopher
            Beers, Esq., inside counsel for Lessor, each dated the Effective
            Date, as to such matters relating to this Agreement, the Lease, the
            Tax Indemnity Agreement and the Restructuring Letter Agreement and
            the transactions contemplated hereby and thereby, as Lessee shall
            have reasonably requested.

            (b)   WAIVER OR DEFERRAL OF CONDITIONS PRECEDENT.

                  (i)   WAIVER OR DEFERRAL BY LESSOR. The conditions specified
      in Sections 4(a)(i) and 4(a)(ii) are for the sole benefit of Lessor and
      may be waived or deferred, in whole or in part and with or without
      condition, in any such case, in writing by Lessor (acting in its sole
      discretion); PROVIDED, HOWEVER, that, in the absence of written notice by
      Lessor to Lessee deferring (rather than waiving) satisfaction of any such
      condition not satisfied at or prior to the time of filing with the FAA of
      this Agreement, the filing with the FAA of this Agreement shall constitute
      waiver by Lessor of any such condition not satisfied at or prior to the
      time of such filing.

                  (ii)  WAIVER OR DEFERRAL BY LESSEE. The conditions specified
      in Section 4(a)(iii) are for the sole benefit of Lessee and may be waived
      or deferred, in whole or in part and with or without condition, in any
      such case, in writing by Lessee (acting in its sole discretion); PROVIDED,
      HOWEVER, that, in the absence of written notice by Lessee to Lessor
      deferring (rather than waiving) satisfaction of any such condition not
      satisfied at or prior to the time of filing with the FAA of this
      Agreement, the filing with the FAA of this Agreement shall constitute
      waiver by Lessee of any such condition not satisfied at or prior to the
      time of such filing.

            (c)   DELIVERY BY TELECOPY. Lessor, Lessee and (by its execution and
      delivery of its Lessee Party Acknowledgment and Agreement) each other
      Lessee Party agrees that delivery of an executed counterpart or an
      executed copy of any document, instrument or agreement required to be
      delivered pursuant to Section 4(a) or 4(b) of this Agreement by telecopy
      shall be equally as effective as delivery of an original executed
      counterpart or an original, as applicable, of such document, instrument or
      agreement. If Lessor, Lessee or any other Lessee Party delivers an
      executed counterpart or an executed copy of any document, instrument or
      agreement required to be delivered pursuant to Section 4(a) or 4(b) of
      this Agreement by telecopy, such person shall deliver an original executed
      counterpart or an original, as applicable, of such document, instrument or
      agreement, but

                                      -24-

<PAGE>

      the failure to deliver such original executed counterpart or such
      original, as applicable, shall not affect the validity, enforceability or
      binding effect of such document, instrument or agreement.

      SECTION 5. REPRESENTATIONS AND WARRANTIES.

            (a)   LESSEE REPRESENTATIONS AND WARRANTIES. Lessee hereby
represents and warrants to Lessor that as of the Effective Date:

                  (i)   POWER AND AUTHORITY. Lessee is a corporation duly
      organized, validly existing and in good standing under the laws of the
      state of its incorporation and is duly qualified as a foreign corporation
      and is in good standing in each jurisdiction in which such qualification
      is required, except where the failure to so qualify would not cause, or be
      reasonably expected to cause, a Material Adverse Change with respect to
      Lessee; and Lessee has all requisite power and authority to execute and
      deliver this Agreement, the Restructuring Letter Agreement and the Tax
      Indemnity Agreement Amendment and to perform its obligations under this
      Agreement, the Restructuring Letter Agreement, the Lease and the Tax
      Indemnity Agreement.

                  (ii)  DUE AUTHORIZATION; NO VIOLATION. The execution and
      delivery by Lessee of this Agreement, the Restructuring Letter Agreement
      and the Tax Indemnity Agreement Amendment and the performance by Lessee of
      this Agreement, the Restructuring Letter Agreement, the Lease and the Tax
      Indemnity Agreement have been duly authorized by all necessary action and
      did not, do not and will not violate or conflict with any provision of the
      certificate of incorporation or by-laws of Lessee or any law or any
      regulation, order, writ, injunction or decree of any Governmental Entity
      applicable to Lessee or by which it or any of its properties is bound, or
      result in a breach of any of the terms, conditions or provisions of, or
      constitute a default under, or require any consent or approval of any
      creditor of Lessee pursuant to, or result in the creation or imposition of
      any Lien upon the Aircraft (other than as permitted under the Lease) or
      any of the assets of Lessee pursuant to the terms of, any mortgage,
      indenture, agreement or instrument to which Lessee is a party or by which
      it or any of its properties is bound, in each case, which violation,
      conflict, breach, default or Lien (other than any Lien upon the Aircraft)
      would cause, or be reasonably expected to cause, a Material Adverse Change
      with respect to Lessee.

                  (iii) GOVERNMENTAL APPROVALS. The execution and delivery by
      Lessee of this Agreement, the Restructuring Letter Agreement and the Tax
      Indemnity Agreement Amendment and the performance by Lessee of its
      obligations under this Agreement, the Restructuring Letter Agreement, the
      Lease and the Tax Indemnity Agreement did not, 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, any Governmental Entity,
      other than (a) the filing of this Agreement with the FAA and (b) filings,
      recordings, notices or other ministerial actions pursuant to any routine
      recording, contractual or regulatory requirements applicable to Lessee.

                                      -25-

<PAGE>

                  (iv)  ENFORCEABILITY. Assuming the due authorization,
      execution and delivery thereof by Lessor, this Agreement, the
      Restructuring Letter Agreement, the Lease and the Tax Indemnity Agreement
      constitute legal, valid and binding obligations of Lessee, enforceable
      against Lessee in accordance with their respective terms, except as such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      receivership, moratorium and other similar Laws affecting the rights of
      creditors generally and by general principles of equity (regardless of
      whether such enforceability is considered in a proceeding at law or in
      equity).

                  (v)   NO DEFAULT. After giving effect to the waiver by Lessor
      of the Specified Payment Default pursuant to and as described in this
      Agreement, no event has occurred and is continuing, or would result from
      the effectiveness of this Agreement, the Restructuring Letter Agreement or
      the Tax Indemnity Agreement Amendment, which constitutes a Default or an
      Event of Default under and as defined in the Lease.

            (b)   LESSOR REPRESENTATIONS AND WARRANTIES. Lessor hereby
represents and warrants to Lessee that as of the Effective Date:

                  (i)   POWER AND AUTHORITY. Lessor is a corporation duly
      organized, validly existing and in good standing under the laws of the
      state of its incorporation and is duly qualified as a foreign corporation
      and is in good standing in each jurisdiction in which such qualification
      is required, except where the failure to so qualify would not cause, or be
      reasonably expected to cause, a Material Adverse Change with respect to
      Lessor; and Lessor has all requisite power and authority to execute and
      deliver this Agreement, the Restructuring Letter Agreement and the Tax
      Indemnity Agreement Amendment and to perform its obligations under this
      Agreement, the Restructuring Letter Agreement, the Lease and the Tax
      Indemnity Agreement.

                  (ii)  DUE AUTHORIZATION; NO VIOLATION. The execution and
      delivery by Lessor of this Agreement, the Restructuring Letter Agreement
      and the Tax Indemnity Agreement Amendment and the performance by Lessor of
      this Agreement, the Restructuring Letter Agreement, the Lease and the Tax
      Indemnity Agreement have been duly authorized by all necessary action and
      do not and will not violate or conflict with any provision of the
      certificate of incorporation or by-laws of Lessor or any law or any
      regulation, order, writ, injunction or decree of any Governmental Entity
      applicable to Lessor or by which it or any of its properties is bound, or
      result in a breach of any of the terms, conditions or provisions of, or
      constitute a default under, or require any consent or approval of any
      creditor of Lessor pursuant to, or result in the creation or imposition of
      any Lien upon the Aircraft (other than as permitted under the Lease) or
      any of the other assets of Lessor pursuant to the terms of, any mortgage,
      indenture, agreement or instrument to which Lessor is a party or by which
      it or any of its properties is bound, in each case, which violation,
      conflict, breach, default or Lien (other than any Lien upon the Aircraft)
      would cause, or would reasonably be expected to cause, a Material Adverse
      Change with respect to Lessor.

                  (iii) GOVERNMENTAL APPROVALS. The execution and delivery by
      Lessor of this Agreement, the Restructuring Letter Agreement and the Tax
      Indemnity Agreement

                                      -26-

<PAGE>

      Amendment and the performance by Lessor of its obligations under this
      Agreement, the Restructuring Letter Agreement, the Lease and the Tax
      Indemnity Agreement did not, 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, any Governmental Entity, other than (a) the filing
      of this Agreement with the FAA and (b) filings, recordings, notices or
      other ministerial actions pursuant to any routine recording, contractual
      or regulatory requirements applicable to Lessor.

                  (iv) ENFORCEABILITY. Assuming the due authorization, execution
      and delivery thereof by Lessee, this Agreement, the Restructuring Letter
      Agreement, the Lease and the Tax Indemnity Agreement constitute legal,
      valid and binding obligations of Lessor, enforceable against Lessor in
      accordance with their respective terms, except as such enforceability may
      be limited by bankruptcy, insolvency, reorganization, receivership,
      moratorium and other similar Laws affecting the rights of creditors
      generally and by general principles of equity (regardless of whether such
      enforceability is considered in a proceeding at law or in equity).

                  (v) NO ACTUAL KNOWLEDGE OF EVENTS OF DEFAULT. Lessor has no
      actual knowledge (as of the Effective Date) of any Default or Event of
      Default under and as defined in the Lease (it being expressly acknowledged
      and agreed by Lessee that the foregoing representation and warranty (a)
      shall not (and shall not be construed to) limit, in any manner or to any
      extent, any term or provision of Section 8 of this Agreement, and (b) is
      without prejudice to Lessor's rights and remedies referred to in Section 8
      of this Agreement.)

      SECTION 6. EFFECT OF THIS AGREEMENT: CERTAIN TAX TREATMENT. Except as
specifically amended hereby, the Lease shall remain in full force and effect as
in existence on the date hereof and is hereby ratified and confirmed in all
respects. From and after the Effective Date, any reference in any Operative
Document, or otherwise by Lessor or Lessee, to the Lease shall mean the Lease,
as amended by this Agreement. Lessee and Lessor acknowledge and agree that, as
consideration for the Lessor Accommodations, Lessor is permitted to retain the
outstanding balance of the Lessor 467 Loan (as defined in the Lease prior to the
Effective Date). Thus, (i) on and as of April 11, 2003 (the date on which the
Term Sheet was executed and delivered by or on behalf of Lessor and Lessee), the
Lessor 467 Loan (as defined in the Lease prior to the Effective Date) is deemed
paid, satisfied and discharged in full (without any further obligation of Lessor
to Lessee in respect thereof), and (ii) Lessor will (a) include in its income
for Federal income tax purposes for its tax year ending in 2003 an amount equal
to the outstanding principal balance of the Lessor 467 Loan (as defined in the
Lease prior to the Effective Date) on and as of April 10, 2003, and (b)
characterize such income as ordinary income.

      SECTION 7. TERM SHEET SUPERSEDED; OTHER TERM SHEET MATTERS. This
Agreement, the Restructuring Letter Agreement, the Other Restructuring Lease
Amendments and the Other Restructuring Letter Agreements supersede the Term
Sheet and the Other Term Sheet in their respective entireties. This Agreement
and the Restructuring Letter Agreement supersede the Term Sheet in its entirety
to the extent the Term Sheet relates to the Lease. Lessor, Lessee and (by its
execution and delivery of its Lessee Party Acknowledgment and Agreement) each
other

                                      -27-

<PAGE>

Lessee Party acknowledge and agree that all moneys deposited by Lessees (as
defined in the Term Sheet and the Other Term Sheet) in escrow pursuant to the
Term Sheet and the Other Term Sheet have been released from escrow and applied
to the payment of the installments of Basic Rent under the Leases (as the terms
"Basic Rent and "Leases" are defined in the Term Sheet and the Other Term Sheet)
that are the subject of the Specified Payment Defaults under the Leases (as the
terms "Specified Payment Defaults" and "Leases" are defined in the Term Sheet
and the Other Term Sheet). Lessor, Lessee and (by its execution and delivery of
its Lessee Party Acknowledgment and Agreement) each other Lessee Party further
acknowledge and agree that GECAS has fully performed all obligations to be
performed by GECAS under the Term Sheet (including, without limitation, Section
5 thereof) and the Other Term Sheet.

      SECTION 8. RESERVATION OF RIGHTS. Except as expressly provided in this
Agreement, nothing in this Agreement shall be construed as a present or future
waiver of existing or future Events of Default under and as defined in the
Lease, or of any rights or remedies of Lessor under the Lease or at law or in
equity. Except as expressly provided in this Agreement, nothing in this
Agreement shall be construed to limit the right of Lessor to exercise rights or
remedies, whether against Lessee or any Affiliate of Lessee or any of its
officers or directors or any other Person, available under the Lease or at law
or in equity by reason or in respect of any facts, circumstances or events
pertaining to Lessee or any of its Affiliates (regardless of whether any of such
facts, circumstances or events has heretofore been disclosed by or on behalf of
Lessee or any of its Affiliates or has heretofore been or is now otherwise in
the public domain and regardless of whether Lessor or any of its Affiliates may
be deemed to have had or to have knowledge of any thereof). Nothing in this
Agreement shall be construed as: (i) a present or future waiver, amendment,
supplement, termination, extension or modification of any agreement or
instrument or any transaction which is not expressly referred to herein and (a)
which has been entered into or which arose prior to the Effective Date
(including, without limitation, the Other Agreements in effect prior to the
Effective Date and the transactions contemplated thereby) or (b) which is
entered into or arises after the Effective Date; or (ii) as entitling Lessee or
any of its Affiliates to any right to reduction of future payments by reason of,
or offset or recoupment against or with respect to, or any other right in, to or
in respect of, any payment previously made by Lessee or any of its Affiliates
under the Lease or any of the other Leases (as the term "Leases" is defined in
the Term Sheet and the Other Term Sheet) (it being understood that the sole
credits, offsets, recoupments or other rights to or in respect of any such
payment were as described in a footnote to an exhibit, schedule or annex to
certain of the other Leases (as so defined) and have been fully given, taken and
effected); or (iii) an admission of any kind.

      SECTION 9. FURTHER ASSURANCES. Each of Lessor and Lessee agrees to do such
further acts and things or cause to be performed such further acts and things,
including, without limitation, execute and deliver, or cause to be executed and
delivered, such agreements and other documents, as the other party hereto shall
reasonably require or deem advisable to effectuate the purposes of this
Agreement, the Restructuring Letter Agreement or the Tax Indemnity Agreement
Amendment or to better assure or confirm its rights and remedies hereunder or
thereunder.

      SECTION 10. TIME OF THE ESSENCE; INTEREST AT PAST DUE RATE. Time is of the
essence with respect to each provision of this Agreement, the Restructuring
Letter Agreement, the Tax Indemnity Agreement Amendment and each of the
Operative Documents in which time is a

                                      -28-

<PAGE>

delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      SECTION 14. DATING AND EFFECTIVENESS. Although this Agreement is dated as
of the date first written above for convenience, this Agreement shall be
effective as of the Effective Date.

                            [Signature Page Follows]

                                      -30-

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized.

                                           CHARLES RIVER AIRCRAFT FINANCE, INC.,
                                           as Lessor

                                           BY /s/ Charles H. Meyer
                                              -----------------------------
                                              Name: Charles H. Meyer
                                              Title: Vice President

                                           POLAR AIR CARGO, INC.,
                                           as Lessee

                                           BY
                                              -----------------------------
                                              Name:
                                              Title:

               [Signature Page to Amendment Agreement (MSN 30812)]

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized.

                                           CHARLES RIVER AIRCRAFT FINANCE, INC.,
                                           as Lessor

                                           BY
                                              -----------------------------
                                              Name:
                                              Title:

                                           POLAR AIR CARGO, INC.,
                                           as Lessee

                                           BY /s/ Scott J. Dolan
                                              -----------------------------
                                              Name: Scott J. Dolan
                                              Title: Vice President Operation

               [SIGNATURE PAGE TO AMENDMENT AGREEMENT (MSN 30812)]