EXHIBIT 4.1.43

                                                 Federal Aviation Administration

                                                  Date 02/08/2005 Time 2:12PM
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                                                  Conveyance Number D001033
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                                                  By [signature illegible]
                                                    ---------------------------


                                                                  EXECUTION COPY
                                                                          N491MC

                  TRUST INDENTURE AND MORTGAGE SUPPLEMENT NO.3

         THIS TRUST  INDENTURE  AND MORTGAGE  SUPPLEMENT  NO.3 is made as of the
27th day of July, 2004 (this "TRUST INDENTURE SUPPLEMENT"), by and between WELLS
FARGO BANK NORTHWEST,  NATIONAL ASSOCIATION (F/K/A FIRST SECURITY BANK, NATIONAL
ASSOCIATION) (the "OWNER TRUSTEE"), not in its individual capacity but solely as
Owner Trustee under the trust agreement  listed in Item (a) on SCHEDULE A hereto
(as amended from time to time,  the "TRUST  AGREEMENT"),  and  WILMINGTON  TRUST
COMPANY  (the  "MORTGAGEE"),  not in  its  individual  capacity  but  solely  as
Mortgagee  under the trust indenture and mortgage listed in Item (b) on SCHEDULE
A hereto (as amended from time to time, the "INDENTURE").

                             PRELIMINARY STATEMENT

         A.       Atlas Air,  Inc.,  a Delaware  corporation  ("ATLAS"),  is the
lessee  under the Lease  Agreement  listed in Item (c) on  SCHEDULE A hereto (as
amended,  modified or supplemented from time to time, the "LEASE"),  and certain
rights,  title and  interest of the Owner  Trustee in and to the Lease have been
assigned  to and are subject to a security  interest  in favor of the  Mortgagee
pursuant to the Indenture as collateral  for certain  equipment  notes that were
issued pursuant to the Indenture.

         B.       As contemplated by the Restructure Agreement (the "RESTRUCTURE
AGREEMENT"),  dated as of July 27, 2004,  among Atlas,  the Owner  Trustee,  the
Mortgagee  and the  other  parties  named  therein,  the Owner  Trustee  and the
Mortgagee desire to enter into this Trust Indenture Supplement.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.       DEFINED TERMS.

         Capitalized  terms used and not otherwise defined herein shall have the
same meanings given to them in the Indenture and the Lease, as applicable.

2.       AMENDMENTS TO INDENTURE.

         The Indenture is amended as follows:

                  (a)      The  word  "and"  at  the  end of  clause  (7) of the
                           Granting  Clause in the Indenture is deleted,  clause
                           (8) of the Granting  Clause is  renumbered  as clause
                           (9) and the reference therein to "(8)" is deleted and
                           "(9)"  is  substituted  therefor,  and the  following
                           clause  (8) is added to such  Granting  Clause  after
                           clause (7) thereof:

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                           "(8)  all of the  collateral,  rights,  remedies  and
                           powers  of the  Owner  Trustee  in,  to and under the
                           Additional  Restructure Collateral Documents (as such
                           term is defined in SCHEDULE IV hereto); and"

                  (b)      The reference to "(8)" in the first  paragraph of the
                           Habendum Clause in the Indenture is deleted and "(9)"
                           is substituted therefor.

                  (c)      The  following two sentences are deleted from the end
                           of the Granting Clause in the Indenture:

                           "Notwithstanding  the  Granting  Clause or any of the
                           preceding  paragraphs,  there is hereby excluded from
                           the  foregoing  sale,  transfer,  assignment,  grant,
                           pledge and security  interest all Excluded  Payments.
                           Further,  nothing  in  this  Granting  Clause  or the
                           preceding  paragraphs  shall impair any of the rights
                           of the Owner Trustee or the Owner  Participant  under
                           Section 2.13, 4.03, 4.04, 4.08, 5.02 or 5.03 hereof."

                  (d)      Subparagraph  (a)  of  the  sixth  paragraph  of  the
                           Habendum  Clause in the  Indenture  is deleted in its
                           entirety   and   the   following    subparagraph   is
                           substituted therefor:

                           "(a)  receive or  collect or agree to the  receipt or
                           collection  of any payment of Rent,  including  Basic
                           Rent,   Enhancement  Rent,   Stipulated  Loss  Value,
                           Termination  Value or any  other  payment  to be made
                           pursuant to Section 9 or 10 of the Lease prior to the
                           date  for the  payment  thereof  provided  for by the
                           Lease or assign,  transfer or hypothecate (other than
                           to the  Mortgagee  hereunder)  any  payment  of Rent,
                           including Basic Rent,  Enhancement  Rent,  Stipulated
                           Loss Value, Termination Value or any other payment to
                           be made  pursuant  to  Section 9 or 10 of the  Lease,
                           then due or to accrue in the  future  under the Lease
                           in respect of the Airframe and Engines; or"

                  (e)      The first  sentence in Article I of the  Indenture is
                           deleted in its entirety and the following sentence is
                           substituted therefor:

                           "Capitalized  terms used but not defined herein shall
                           have   the   respective   meanings   set   forth   or
                           incorporated by reference,  and shall be construed in
                           the manner described,  in Annex A to the Lease and in
                           Schedule IV hereto."

                  (f)      The following provisions and clauses are deleted from
                           the   Indenture:   (i)  the  definition  of  Excluded
                           Payments,  (ii) Section 3.04(c),  and (iii) all other
                           references in the Indenture to Excluded Payments.

                  (g)      The first  sentence of Section 2.01 of the  Indenture
                           is  deleted  in  its  entirety   and  the   following
                           sentences are substituted therefor:

                           "The Equipment  Notes shall be  substantially  in the
                           form set forth below,  as  modified,  with respect to
                           each series of Equipment Notes, by the First

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                           Allonge to each  Series A  Equipment  Note,  Series B
                           Equipment  Note and Series C  Equipment  Note,  which
                           First  Allonges  shall  be in  the  respective  forms
                           attached  hereto as EXHIBIT B hereto.  The  Equipment
                           Notes may be issued by the  delivery of an  Equipment
                           Note in the form  below and the  delivery  of a First
                           Allonge  together  therewith  or by the issuance of a
                           restated  form of  Equipment  Note that  includes the
                           amendments made by the applicable First Allonge."

                  (h)      The  first  and  second   sentences   in  the  second
                           paragraph  of  Section  2.02  of  the  Indenture  are
                           deleted in their entirety and the following sentences
                           are substituted therefor:

                           "Each  Equipment  Note  shall  bear  interest  at the
                           applicable  Debt Rate  (calculated  on the basis of a
                           year of 360 days  comprised of twelve 30-day  months)
                           on the unpaid  Original  Amount  thereof from time to
                           time   outstanding,   payable   (i)  in   arrears  in
                           semiannual  installments  commencing  on  January  2,
                           1999,  and thereafter on January 2 and July 2 of each
                           year,  through and including January 2, 2003, (ii) in
                           arrears on July 2, 2003, October 1, 2003, October 30,
                           2003,  November 5, 2003 and December  17,  2003,  and
                           (iii) in arrears in monthly  installments  commencing
                           on February 2, 2004, and thereafter on the second day
                           of each and every month until the Equipment Notes are
                           paid in full,  PROVIDED  that,  with  respect  to the
                           Series B  Equipment  Notes  and  Series  C  Equipment
                           Notes,  after  January  2,  2003  and  prior  to  the
                           occurrence  of a Lease Event of  Default,  (1) if for
                           any  month  the  amount  of  interest  listed  in the
                           "Interest  Payable  in  Cash"  column  on  the  pages
                           entitled "Equipment Note Amortization - Series B" and
                           "Equipment    Note    Amortization   -   Series   C",
                           respectively,  in Schedule  III hereto for such month
                           (the  "IPC  Amount")  is  less  than  the  amount  of
                           interest  that has  accrued  and is unpaid  under the
                           applicable  Equipment Notes through and including the
                           day  preceding  the  day  that  such  payment  is due
                           thereunder  for  such  month  (the  "Actual   Accrued
                           Interest") (it being  understood that all payments on
                           the Equipment  Notes will be applied first to accrued
                           and unpaid  interest  (exclusive  of any  Capitalized
                           Interest (as defined  below),  and then to reduce the
                           Original    Amount    (including   any    Capitalized
                           Interest)),  then the  amount  equal to the result of
                           the  Actual  Accrued  Interest  minus the IPC  Amount
                           shall  be  added  to  the  Original  Amount  of  such
                           Equipment  Notes as  capitalized  interest  ("B and C
                           Capitalized   Interest")  and  shall  be  payable  as
                           provided in the next sentence of this paragraph,  and
                           (2) if for any month the IPC Amount is  greater  than
                           the Actual Accrued Interest, then the amount equal to
                           the result of the IPC Amount minus the Actual Accrued
                           Interest shall be applied as an additional payment of
                           the Original  Amount of such  Equipment  Notes (which
                           payment  shall be applied to future  installments  of
                           the Original  Amount in the inverse  order of the due
                           dates of such  installments),  FURTHER PROVIDED that,
                           with  respect  to  the  Series  A  Equipment   Notes,
                           $224,175.88  of the  interest  payable on October 30,
                           2003  shall not be paid in cash but  rather  shall be
                           added to the Original

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                           Amount  of  such   Equipment   Notes  as  capitalized
                           interest  (together  with  the B  and  C  Capitalized
                           Interest,  the  "Capitalized  Interest") and shall be
                           payable  as  provided  in the next  sentence  of this
                           paragraph.   From  the  Delivery   Date  through  and
                           including  January 2, 2003,  the  Original  Amount of
                           each Series A Equipment Note, Series B Equipment Note
                           and  Series C  Equipment  Note  shall be  payable  in
                           installments  on the  dates  and  in  the  respective
                           amounts  opposite  thereto  set  forth  on the  pages
                           entitled  "Equipment  Note  Amortization - Series A",
                           "Equipment   Note   Amortization   -  Series  B"  and
                           "Equipment    Note    Amortization   -   Series   C",
                           respectively,   in  Schedule  II  hereto;  and  after
                           January 2, 2003  through  and  including  December 2,
                           2017 with  respect to each Series A  Equipment  Note,
                           January  2,  2018  with  respect  to  each  Series  B
                           Equipment  Note and September 2, 2020 with respect to
                           each  Series C  Equipment  Note (each such date,  the
                           "Maturity  Date") or such  earlier  date on which the
                           Original   Amount   of  each  such   Equipment   Note
                           (including  any  Capitalized  Interest  added  to the
                           Original  Amount  pursuant  to the first  sentence of
                           this paragraph) and all interest  required to be paid
                           thereon is paid in full as a result of prepayments of
                           Original Amount of each such Equipment Note permitted
                           hereunder (each such date, the "Final Payment Date"),
                           the Original  Amount of each Series A Equipment Note,
                           Series B Equipment  Note and Series C Equipment  Note
                           (including   Capitalized   Interest   added   thereto
                           pursuant  to the first  sentence  of this  paragraph)
                           shall  be  payable,  with  respect  to each  Series A
                           Equipment  Note, in  installments on the dates and in
                           the respective  amounts opposite thereto set forth on
                           the page  entitled  "Equipment  Note  Amortization  -
                           Series A" in Schedule III hereto and, with respect to
                           each Series B  Equipment  Note and Series C Equipment
                           Note, in installments on each date set forth opposite
                           the  "Total  Payment"  column on the  pages  entitled
                           "Equipment   Note   Amortization   -  Series  B"  and
                           "Equipment    Note    Amortization   -   Series   C",
                           respectively,  in  Schedule  III hereto in the amount
                           equal to the  result of the  amount set forth in such
                           "Total  Payment"  column  for such date minus the IPC
                           Amount  that is payable on such date  pursuant to the
                           first sentence of this paragraph (it being understood
                           that the  Original  Amount of each Series B Equipment
                           Note and Series C Equipment Note will also be reduced
                           by the  portion,  if any,  of such IPC Amount that is
                           applied to such  Original  Amount  pursuant to clause
                           (2) of the first  proviso  to the first  sentence  of
                           this paragraph),  with any remaining  balance of such
                           Original Amount (including  Capitalized Interest) and
                           interest  accrued  thereon  (which  interest shall be
                           payable  at the  Debt  Rate  before  such  amount  is
                           overdue and at the Payment Due Rate thereafter) to be
                           payable  on the  earlier of the  applicable  Maturity
                           Date or the applicable  Final Payment Date,  PROVIDED
                           that,  if at any time  after the date  (the  "Allonge
                           Date")  of  the  First   Allonge  to  each  Series  A
                           Equipment Note,  Series B Equipment Note and Series C
                           Equipment Note (each a "First Allonge") a Lease Event
                           of  Default  occurs  (it  being  understood  that for
                           purposes  of this  paragraph a Lease Event of Default
                           pursuant  solely to Section  14.6 of the Lease  shall
                           not take effect

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                           until the expiration of the  applicable  cure periods
                           set  forth  in  clauses   (i)  and  (ii)  of  Section
                           15.1.7(a)  of the  Lease  (a  "15.1.7(a)(i)  or  (ii)
                           Event")  and that  this  proviso  shall  take  effect
                           solely as a result of a  15.1.7(a)(i)  or (ii)  Event
                           only if such  Lease  Event  of  Default  has not been
                           waived  prior to the  expiration  of such  applicable
                           cure periods),  (a) an amount equal to the excess, if
                           any,  of (x) the sum of (A) the  installments  of the
                           Original  Amount that would have been  payable  under
                           Schedule II hereto after  January 2, 2003 and (B) all
                           interest  that would have  accrued  and been  payable
                           (without  giving effect to each First  Allonge) up to
                           the  date of such  Lease  Event of  Default  had such
                           installments  of the  Original  Amount been paid when
                           provided for in Schedule II after  January 2, 2003 up
                           to the date of such Lease Event of Default,  over (y)
                           the sum of (1) the  amounts  of the  Original  Amount
                           that were paid  hereunder  pursuant to  Schedule  III
                           after  January  2, 2003 up to the date of such  Lease
                           Event of Default,  (2) all interest  that was paid on
                           the unpaid  Original  Amount  (pursuant to each First
                           Allonge) after January 2, 2003 up to the date of such
                           Lease Event of Default, and (3) the aggregate amount,
                           if any, of Enhancement  Rent paid under the Lease and
                           applied to the  Equipment  Notes  prior to such Lease
                           Event of Default,  shall become  immediately  due and
                           payable  by  Owner  Trustee  to  the  holder  of  the
                           Equipment  Notes on the date that such Lease Event of
                           Default  occurs,  (b) an amount  equal to interest at
                           the Payment Due Rate on the amount  payable  pursuant
                           to clause (a) of this  paragraph  with respect to the
                           month of  January,  2004 and  each  and  every  month
                           thereafter,  with such amount calculated under clause
                           (a) of this  paragraph,  if any,  for each such month
                           accruing  interest  from the  last  day of each  such
                           month,  shall become  immediately  due and payable by
                           Owner  Trustee to the holder  hereof on the date that
                           such  Lease   Event  of  Default   occurs,   and  (c)
                           regardless  of whether any amounts are payable  under
                           clauses (a) and (b) of this  paragraph,  the Original
                           Amount (including  Capitalized Interest added thereto
                           pursuant to the first sentence of this paragraph) and
                           interest  shall  thereafter  be payable until paid in
                           full on the  second  day of each  month in an  amount
                           equal to,  with  respect to each  Series A  Equipment
                           Note,  the higher of (w) the  amount  payable in such
                           month pursuant to the page entitled  "Equipment  Note
                           Amortization  - Series A" in  Schedule  II,  together
                           with all  interest  that has  accrued  and is  unpaid
                           through and  including the day preceding the day that
                           such payment is due thereunder for such month, or (x)
                           the amount payable in such month pursuant to the page
                           entitled  "Equipment Note Amortization - Series A" in
                           Schedule  III,  together  with all interest  that has
                           accrued and is unpaid  through and  including the day
                           preceding the day that such payment is due thereunder
                           for such  month  (or,  after  there are no longer any
                           amounts due under the page entitled  "Equipment  Note
                           Amortization - Series A" in Schedule II, the Original
                           Amount  of each  Series  A  Equipment  Note  shall be
                           payable  pursuant  to this clause (x) rather than the
                           higher of clause (w) of this sentence and this clause
                           (x)),  with any  remaining  balance of such  Original
                           Amount (including  Capitalized Interest) and interest
                           accruing

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                           thereon  to  be   payable  on  the   earlier  of  the
                           applicable  Maturity  Date  or the  applicable  Final
                           Payment  Date  and,  with  respect  to each  Series B
                           Equipment  Note and  Series  C  Equipment  Note,  the
                           higher  of (y)  the  amount  payable  in  such  month
                           pursuant  to  the  page  entitled   "Equipment   Note
                           Amortization   -  Series  B"  and   "Equipment   Note
                           Amortization - Series C", as applicable,  in Schedule
                           II,  together  with all interest that has accrued and
                           is unpaid through and including the day preceding the
                           day that  such  payment  is due  thereunder  for such
                           month,  or (z) the sum of (i) the IPC Amount  that is
                           set  forth  on the  pages  entitled  "Equipment  Note
                           Amortization   -  Series  B"  and   "Equipment   Note
                           Amortization - Series C", as applicable,  in Schedule
                           III for such date plus (ii) the  amount  equal to the
                           result of the amount set forth in the "Total Payment"
                           column   on  the  page   entitled   "Equipment   Note
                           Amortization   -  Series  B"  and   "Equipment   Note
                           Amortization - Series C", as applicable,  in Schedule
                           III for such date  minus the IPC  Amount  that is set
                           forth  on  the   pages   entitled   "Equipment   Note
                           Amortization   -  Series  B"  and   "Equipment   Note
                           Amortization - Series C", as applicable,  in Schedule
                           III for such date (it  being  understood  that,  with
                           respect  to  any  date  as to  which  clause  (z)  is
                           applicable,  the  Original  Amount  of each  Series B
                           Equipment  Note and Series C Equipment Note will also
                           be reduced by the portion, if any, of such IPC Amount
                           that would have been applied to such Original  Amount
                           pursuant  to clause  (2) of the first  proviso to the
                           first  sentence of this paragraph if such Lease Event
                           of Default had not occurred) (or, after there are  no
                           longer  any  amounts  due  under  the  page  entitled
                           "Equipment Note  Amortization - Series B" or the page
                           entitled "Equipment Note Amortization - Series C", as
                           applicable,  in Schedule II, the Original  Amount and
                           interest with respect to such Equipment Note shall be
                           payable  pursuant  to this clause (z) rather than the
                           higher of clause (y) of this sentence and this clause
                           (z)),  with any  remaining  balance of such  Original
                           Amount (including  Capitalized Interest) and interest
                           accruing  thereon to be payable on the earlier of the
                           applicable  Maturity  Date  or the  applicable  Final
                           Payment Date."

                  (i)      The following  three  paragraphs  are added after the
                           second paragraph of Section 2.02 of the Indenture:

                           "Nothing  in  this  Section  2.02  or  any  Series  A
                           Equipment  Note,  Series B Equipment Note or Series C
                           Equipment  Note is  intended  to or  shall  limit  or
                           prejudice in any manner or to any extent the right of
                           the  Mortgagee  to exercise  all rights and  remedies
                           that are available to the Mortgagee  under any Series
                           A Equipment Note, Series B Equipment Note or Series C
                           Equipment  Note,  this Trust  Indenture or applicable
                           law after the occurrence  and during the  continuance
                           of a Lease  Event of  Default  or any other  Event of
                           Default.

                           In addition to the  foregoing  payments and any other
                           prepayments  required  hereunder,  if the  amount  of
                           Rent, including without limitation Basic Rent and any
                           Enhancement  Rent,  EETC Amendment Fee  Consideration
                           and

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                           Supplemental  Rent, paid under the Lease in any month
                           exceeds the sum of the aggregate  amounts payable for
                           such  month on the  Series  A  Equipment  Notes,  the
                           Series B  Equipment  Notes and the Series C Equipment
                           Notes (the amount of such excess  being the "A Excess
                           Amount"), Owner Trustee agrees to prepay the Original
                           Amount of the Series A Equipment  Notes in the amount
                           of the A Excess  Amount  as and when  received,  each
                           such prepayment to be applied to the  installments of
                           the Original  Amount of the Series A Equipment  Notes
                           in  the  inverse  order  of the  due  dates  of  such
                           installments (provided,  however, that if at the time
                           of such  prepayment  pursuant to this  paragraph  the
                           Original  Amount of more than one Series A  Equipment
                           Note is  outstanding,  such A Excess  Amount shall be
                           paid by Owner  Trustee to the holders of the Series A
                           Equipment Notes ratably, without priority of one over
                           the   other,   in  the   proportion   that  the  then
                           outstanding Original Amount of such holder's Series A
                           Equipment   Note   bears   to  the   then   aggregate
                           outstanding   Original   Amounts   of  all  Series  A
                           Equipment   Notes).  In  addition  to  the  foregoing
                           payments   and   any   other   prepayments   required
                           hereunder,  if the amount of Rent,  including without
                           limitation Basic Rent and any Enhancement  Rent, EETC
                           Amendment Fee  Consideration  and Supplemental  Rent,
                           paid under the Lease in any month  exceeds the sum of
                           (A) the sum of the aggregate amounts payable for such
                           month on the Series A Equipment  Notes,  the Series B
                           Equipment  Notes and the Series C Equipment Notes and
                           (B)  the  sum  of  the  remaining   aggregate  unpaid
                           Original Amounts of the Series A Equipment Notes {and
                           accrued  and unpaid  interest  thereon)  on such date
                           after  giving  effect to the  payment of such Rent in
                           such month (the amount of such excess over the sum of
                           clauses  (A) and (B) being  the "B  Excess  Amount"),
                           Owner Trustee agrees to prepay the Original Amount of
                           the Series B  Equipment  Notes in the amount of the B
                           Excess  Amount  as  and  when  received,   each  such
                           prepayment to be applied to the  installments  of the
                           Original  Amount of the Series B  Equipment  Notes in
                           the   inverse   order  of  the  due   dates  of  such
                           installments (provided,  however, that if at the time
                           of such  prepayment  pursuant to this  paragraph  the
                           Original  Amount of more than one Series B  Equipment
                           Note is  outstanding,  such B Excess  Amount shall be
                           paid by Owner  Trustee to the holders of the Series B
                           Equipment Notes ratably, without priority of one over
                           the   other,   in  the   proportion   that  the  then
                           outstanding Original Amount of such holder's Series B
                           Equipment   Note   bears   to  the   then   aggregate
                           outstanding   Original   Amounts   of  all  Series  B
                           Equipment   Notes).  In  addition  to  the  foregoing
                           payments   and   any   other   prepayments   required
                           hereunder,  if the amount of Rent,  including without
                           limitation Basic Rent and any Enhancement  Rent, EETC
                           Amendment Fee  Consideration  and Supplemental  Rent,
                           paid under the Lease in any month  exceeds the sum of
                           (A) the sum of the aggregate amounts payable for such
                           month on the Series A Equipment  Notes,  the Series B
                           Equipment  Notes and the Series C Equipment Notes and
                           (B)  the  sum  of  the  remaining   aggregate  unpaid
                           Original  Amounts of the Series A Equipment Notes and
                           the Series B Equipment  Notes (and accrued and unpaid
                           interest thereon)

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<PAGE>

                           on such date after  giving  effect to the  payment of
                           such Rent in such  month (the  amount of such  excess
                           over  the sum of  clauses  (A) and (B)  being  the "C
                           Excess  Amount"),  Owner Trustee agrees to prepay the
                           Original  Amount of the Series C  Equipment  Notes in
                           the  amount  of  the C  Excess  Amount  as  and  when
                           received,  each such  prepayment to be applied to the
                           installments  of the Original  Amount of the Series C
                           Equipment Notes in the inverse order of the due dates
                           of such installments  (provided,  however, that if at
                           the  time  of  such   prepayment   pursuant  to  this
                           paragraph the Original Amount of more than one Series
                           C Equipment Note is outstanding, such C Excess Amount
                           shall be paid by Owner  Trustee to the holders of the
                           Series C Equipment Notes ratably, without priority of
                           one over the other,  in the proportion  that the then
                           outstanding Original Amount of such holder's Series C
                           Equipment   Note   bears   to  the   then   aggregate
                           outstanding   Original   Amounts   of  all  Series  C
                           Equipment Notes).

                           Notwithstanding  anything to the  contrary  contained
                           herein  or in any  other  Operative  Agreement,  upon
                           payment in full of the principal,  interest and other
                           amounts  payable  on the  Pass  Through  Certificates
                           together with (i) any other amounts payable  pursuant
                           to  Sections  3.3,  6.7 and 7.1 of the  Intercreditor
                           Agreement,  and  (ii)  any  amounts  payable  to  the
                           Mortgagee  under this Trust  Indenture  (other  than,
                           after the Pass Through  Certificates  and the amounts
                           referred to in clause (i) of this  sentence have been
                           paid in full,  principal and interest on the Series A
                           Equipment Notes, the Series B Equipment Notes and the
                           Series C Equipment  Notes),  any outstanding  balance
                           under the  Series A  Equipment  Notes,  the  Series B
                           Equipment  Notes  and the  Series C  Equipment  Notes
                           shall be deemed to be satisfied in full."

                  (j)      The second  sentence of Section 2.06 of the Indenture
                           (which was added  pursuant to the  supplement  to the
                           Indenture  dated as of March  19, 2004) is deleted in
                           its   entirety   and  the   following   sentence   is
                           substituted therefor:

                           "In addition,  (a) the security interest of the Owner
                           Trustee and the  Mortgagee  (as assignee of the Owner
                           Trustee hereunder) in the Lessee Security  Agreement,
                           the Parent Security  Agreement and the Polar Security
                           Agreement  will  terminate  when the  Maximum  Amount
                           Collectible  Hereunder  (as  defined  in  each of the
                           Lessee  Security   Agreement,   the  Parent  Security
                           Agreement and the Polar Security  Agreement) has been
                           reduced to zero,  and (b) upon the  reduction to zero
                           of such Maximum  Amount  Collectible  Hereunder,  the
                           Trust  Indenture  Estate  will no longer  include the
                           Lessee  Security   Agreement,   the  Parent  Security
                           Agreement  or the Polar  Security  Agreement  and the
                           Mortgagee  shall file or authorize the filing of such
                           UCC termination  statements as are necessary in order
                           to evidence the termination of such security interest
                           in the Lessee Security Agreement, the Parent Security
                           Agreement and the Polar Security Agreement."

                                       8
<PAGE>

                  (k)      Section  2.13  of the  Indenture  is  deleted  in its
                           entirety.

                  (l)      The references to "Basic Rent" in the first paragraph
                           of Section 3.01 of the  Indenture are deleted and the
                           words   "Basic   Rent  or   Enhancement   Rent"   are
                           substituted therefor in each such reference.

                  (m)      The first  paragraph of Section 3.02 of the Indenture
                           is  deleted  in  its  entirety   and  the   following
                           paragraph is substituted therefor:

                           "Except as otherwise provided in Section 3.03 hereof,
                           any  payments  received  by the  Mortgagee  (i)  with
                           respect to the  Airframe or the  Airframe  and one or
                           more Engines as the result of an Event of Loss,  (ii)
                           pursuant  to a sale  of the  Aircraft  by the  Lessee
                           pursuant  to  Schedule  8.4.3  of  the  Lease,  (iii)
                           pursuant  to a  voluntary  termination  of the  Lease
                           pursuant  to  Section  9  or  17.3.1  thereof,   (iv)
                           pursuant  to a  purchase  of the  Aircraft  by Lessee
                           pursuant to Section 17.3.1(a)(B) or (C) of the Lease,
                           (v)  pursuant  to  an  optional   redemption  of  the
                           Equipment   Notes  pursuant  to  Section  11  of  the
                           Participation  Agreement  or  (vi)  pursuant  to  the
                           Additional  Restructure Collateral Documents shall be
                           applied to redemption  of the Equipment  Notes and to
                           all other Secured  Obligations by applying such funds
                           in the following order of priority:"

                  (n)      Section 4.03 of the Indenture  (other than the title)
                           is deleted in its entirety and the following  Section
                           4.03 is substituted therefor:

                           "The  Mortgagee  shall give the Note  Holders  prompt
                           written  notice of any Event of  Default of which the
                           Mortgagee  has  Actual  Knowledge  and shall give the
                           Note  Holders not less than ten  Business  Days prior
                           written notice of the date (the  "Enforcement  Date")
                           on or after  which the  Mortgagee  may  commence  and
                           consummate  the  exercise  of any remedy or  remedies
                           described  in  Section  4.04,  4.05 or  4.06  hereof.
                           Neither the Owner  Trustee nor the Owner  Participant
                           shall  have  the  right to cure  any  Lease  Event of
                           Default or Lease Default."

                  (o)      Subsection (a) of Section 4.04 of the Indenture (i.e.
                           all  three  paragraphs  thereof)  is  deleted  in its
                           entirety  and  the   following   subsection   (a)  is
                           substituted therefor:

                           "(a) If an Event of Default  shall have  occurred and
                           be continuing  and so long as the same shall continue
                           unremedied, then and in every such case the Mortgagee
                           may  exercise any or all of the rights and powers and
                           pursue any and all of the  remedies  pursuant to this
                           Article IV and shall have and may exercise all of the
                           rights  and  remedies  of a secured  party  under the
                           Uniform Commercial Code (including without limitation
                           the exercise of such rights and remedies with respect
                           to the Additional Restructure Collateral) and, in the
                           event such Event of Default is also a Lease  Event of
                           Default,  any and  all of the  remedies  pursuant  to
                           Section 15 of the Lease

                                       9
<PAGE>

                           and pursuant to any Permitted Sublease assignment and
                           may  take  possession  of  all  or  any  part  of the
                           properties  covered or  intended to be covered by the
                           Lien  created  hereby  or  pursuant  hereto  and  may
                           exclude the Owner Participant,  the Owner Trustee and
                           Lessee  and all  persons  claiming  under any of them
                           wholly  or  partly   therefrom;   PROVIDED  that  the
                           Mortgagee shall give the Lessee 20 days prior written
                           notice of its intention to sell the Aircraft. Without
                           limiting any of the  foregoing,  it is understood and
                           agreed that the  Mortgagee  may exercise any right of
                           sale of the Aircraft  available to it, even though it
                           shall not have taken  possession  of the Aircraft and
                           shall not have possession thereof at the time of such
                           sale."

                  (p)      Subsection  (b) of Section  4.04 of the  Indenture is
                           amended by deleting from the first  sentence  thereof
                           the words  "subject  to Section  4.03  hereof" and by
                           deleting the third paragraph of such subsection (b).

                  (q)      The  first   sentence  of  Section   4.05(a)  of  the
                           Indenture  is deleted and the  following  sentence is
                           substituted therefor:

                           "If an Event of Default  shall have  occurred  and be
                           continuing   and  the   Equipment   Notes  have  been
                           accelerated, the Owner Trustee shall promptly execute
                           and  deliver to the  Mortgagee  such  instruments  of
                           title and other  documents as the  Mortgagee may deem
                           necessary or advisable to enable the  Mortgagee or an
                           agent or representative  designated by the Mortgagee,
                           at such  time or times  and  place or  places  as the
                           Mortgagee may specify, to obtain possession of all or
                           any part of the  Mortgaged  Property  included in the
                           Trust  Indenture  Estate to which the Mortgagee shall
                           at the time be entitled hereunder."

                  (r)      Section 5.02 of the Indenture  (other than the title)
                           is  deleted  and  the   following   Section  5.02  is
                           substituted therefor:

                           "(a) Subject to the terms of Sections 4.04(a),  4.08,
                           5.01 and 5.03 hereof,  upon the written  instructions
                           at any time and from  time to time of a  Majority  in
                           Interest  of  Note  Holders,   the  Mortgagee  shall,
                           subject to the terms of this Section 5.02,  take such
                           of the following  actions as may be specified in such
                           instructions:  (i) give such notice or  direction  or
                           exercise  such right,  remedy or power  hereunder  as
                           shall be  specified in such  instructions;  (ii) give
                           such  notice or  direction  or  exercise  such right,
                           remedy or power  under the Lease,  the  Participation
                           Agreement,   the  Purchase  Agreement,  the  Purchase
                           Agreement Assignment,  or any other part of the Trust
                           Indenture Estate as shall be required by the terms of
                           the Lease to be satisfactory to the Owner Trustee, it
                           being    understood    that   without   the   written
                           instructions  of  a  Majority  in  Interest  of  Note
                           Holders  the  Mortgagee  shall not  approve  any such
                           matter as satisfactory to the Mortgagee.

                                       10
<PAGE>

                           Notwithstanding  anything to the  contrary  contained
                           herein,  the Mortgagee  shall have the right,  to the
                           exclusion   of  the  Owner   Trustee  and  the  Owner
                           Participant,  to  (A)  declare  the  Lease  to  be in
                           default  under  Section 15 thereof,  (B) exercise the
                           remedies  set  forth in such  Section  15 at any time
                           that a Lease Event of Default shall have occurred and
                           be  continuing.  Further  and  for the  avoidance  of
                           doubt,  and without  limitation of the  generality of
                           the  assignment of rights herein to the Mortgagee and
                           anything   to   the   contrary    contained    herein
                           notwithstanding,  in no event may the  Owner  Trustee
                           adjust  the  amount  or  timing  of any Rent  that is
                           payable under the Lease or amend or otherwise  modify
                           the   provisions   of  Section  3.2.1  or  any  other
                           provision of the Lease (including  without limitation
                           the   definition   of   Stipulated   Loss  Value  and
                           Termination  Value),  in any such case,  without  the
                           prior written consent of the Mortgagee.

                           The Mortgagee will execute and the Owner Trustee will
                           file  or  cause  to  be   filed   such   continuation
                           statements  with  respect  to  financing   statements
                           relating to the security  interest created  hereunder
                           in the Trust  Indenture  Estate  as may be  specified
                           from  time  to  time  in  written  instructions  of a
                           Majority   in  Interest   of  Note   Holders   (which
                           instructions shall be accompanied by the form of such
                           continuation statement so to be filed).

                           (b) If any Lease Event of Default shall have occurred
                           and  be  continuing,  on  request  of a  Majority  in
                           Interest of Note Holders, the Mortgagee shall declare
                           the Lease to be in  default  pursuant  to  Section 15
                           thereof and exercise those remedies specified by such
                           Note Holders.  The Mortgagee agrees to provide to the
                           Note Holders  concurrently  with such  declaration by
                           the  Mortgagee  notice  of  such  declaration  by the
                           Mortgagee."

                  (s)      The  following  Section  5.10 is added after  Section
                           5.09 of the Indenture:

                           "SECTION  5.10.  SALE  OF  AIRCRAFT   FOLLOWING  SALE
                           TRIGGER EVENT

                           At any time the Aircraft is sold pursuant to Schedule
                           8.4.3 of the Lease,  the Owner  Trustee  shall direct
                           the  Mortgagee  to execute  and  deliver to the Owner
                           Trustee  an  appropriate   instrument  releasing  the
                           Aircraft  from the Lien of this Trust  Indenture  and
                           the   Mortgagee   shall   execute  and  deliver  such
                           instrument as aforesaid,  but only upon compliance by
                           Lessee  with the  applicable  provisions  of Schedule
                           8.4.3 of the Lease."

                  (t)      Subsection  (a) of Section  9.01 of the  Indenture is
                           amended as follows: (i) the words "Except as provided
                           in  Section  5.02   hereof,"  are  deleted  from  the
                           beginning of such subsection (a), and (ii) the second
                           sentence of such subsection (a) is deleted.

                  (u)      The  following  Section  9.05 is  added to the end of
                           Article IX of the Indenture:

                                       11
<PAGE>

                           "SECTION  9.05.  MATTERS  ARISING  PURSUANT  TO LEASE
                           AMENDMENT

                                    Notwithstanding  any other provision of this
                           Trust  Indenture,  in  addition  to  the  duties  and
                           responsibilities  of  the  Mortgagee  hereunder,  the
                           Mortgagee  shall also,  on and after the  Restructure
                           Agreement  Execution Date, have the following  duties
                           and responsibilities:

                                    (i)      As promptly as practical after, and
                           in any event within 10 days after, the receipt by the
                           Mortgagee from the Lessee of any notice regarding any
                           Enhancements  pursuant  to the  Lease  or this  Trust
                           Indenture,  the Mortgagee  shall  transmit by mail to
                           each Note Holder and the Pass Through  Trustee of the
                           Class A Pass Through Trust a copy of such notice.

                                    (ii)     As promptly as practical after, and
                           in any event within 10 days after, the receipt by the
                           Mortgagee of a request by the Lessee to sell an Owned
                           or  Controlled  Aircraft as required  pursuant to the
                           Lease and this Trust Indenture upon the occurrence of
                           a Sale  Trigger  Event for a cash bid  realizing  net
                           cash  proceeds of less than the Minimum  Sales Price,
                           the  Mortgagee  shall  transmit  by mail to each Note
                           Holder  and the Pass  Through  Trustee of the Class A
                           Pass  Through  Trust  a copy  of  such  request.  The
                           Mortgagee  shall  follow  the  direction  of the Pass
                           Through  Trustee  of the Class A Pass  Through  Trust
                           with respect to such request. The Mortgagee shall not
                           take any action with respect to such  request  unless
                           and until it receives such a direction  from the Pass
                           Through Trustee of the Class A Pass Through Trust.

                                    (iii)    As promptly as practical after, and
                           in any event within 10 days after, the receipt by the
                           Mortgagee  of any report  from the  Lessee  regarding
                           Consolidated Adjusted EBITDA pursuant to the Lease or
                           this Trust Indenture, the Mortgagee shall transmit by
                           mail to each Note Holder and the Pass Through Trustee
                           of the  Class  A Pass  Through  Trust  a copy of such
                           report.

                                    (iv)     As promptly as practical after, and
                           in any event within 10 days after, the receipt by the
                           Mortgagee  of a  request  by  the  Lessee  to  amend,
                           supplement  or  waive  any of the  provisions  of the
                           Maintenance  Contracts  or enter into any  additional
                           Maintenance  Contracts  in  replacement  (whether  in
                           partial  replacement or complete  replacement) of the
                           Maintenance  Contracts  pursuant to the Lease or this
                           Trust Indenture, the Mortgagee shall transmit by mail
                           to each Note Holder and the Pass  Through  Trustee of
                           the  Class  A  Pass  Through  Trust  a copy  of  such
                           request.  The Mortgagee shall follow the direction of
                           the Pass Through  Trustee of the Class A Pass Through
                           Trust with respect to such request.

                                    (v)      As promptly as practical after, and
                           in any event within 10 days after, the receipt by the
                           Mortgagee of any  information,  report or certificate
                           obtained by the  Consultant  pursuant to the Lease or
                           this Trust

                                       12
<PAGE>

                           Indenture,  the Mortgagee  shall  transmit by mail to
                           each Note Holder and the Pass Through  Trustee of the
                           Class  A  Pass  Through  Trust  a copy  of  any  such
                           information, report or certificate,

                                    (vi)     The  Mortgagee   shall  follow  the
                           direction of the Pass Through  Trustee of the Class A
                           Pass Through Trust with respect to the designation of
                           any  Special   Inspector  and  with  respect  to  any
                           inspection  pursuant  to  the  Lease  or  this  Trust
                           Indenture. As promptly as practical after, and in any
                           event  within  10  days  after,  the  receipt  by the
                           Mortgagee  of  copies  of  any  Aircraft   Documents,
                           results of any  inspection  or any other  information
                           obtained  by the  Special  Inspector  pursuant to the
                           Lease or this Trust  Indenture,  the Mortgagee  shall
                           transmit  by mail to each  Note  Holder  and the Pass
                           Through  Trustee  of the Class A Pass  Through  Trust
                           copies of any such  Aircraft  Documents,  results  of
                           inspection or other information.

                                    (vii)    As promptly as practical after, and
                           in any event within 10 days after, the receipt by the
                           Mortgagee  of a request  by the  Lessee to  replace a
                           Maintenance  Contractor pursuant to the Lease or this
                           Trust Indenture, the Mortgagee shall transmit by mail
                           to each Note Holder and the Pass  Through  Trustee of
                           the Class A Pass Through Trust a copy of such request
                           and a copy of any proposed  contract  and  assignment
                           with respect thereto.  The Mortgagee shall follow the
                           direction of the Pass Through  Trustee of the Class A
                           Pass  Through  Trust with  respect  to such  request,
                           contract and assignment. The Mortgagee shall not take
                           any action with respect to such request,  contract or
                           assignment  unless  and  until  it  receives  such  a
                           direction.

                                    (viii)   The  Mortgagee   shall  follow  the
                           direction of the Pass Through  Trustee of the Class A
                           Pass  Through  Trust  with  respect to any choice and
                           designation  of a Consultant  or a Special  Inspector
                           pursuant  to the Lease or this Trust  Indenture.  The
                           Mortgagee  shall not take any action with  respect to
                           any such  choice or  designation  unless and until it
                           receives such a direction."

                  (v)      The following sentence is added to the end of Section
                           10.13 of the Indenture:

                           "Notwithstanding  the foregoing,  at all times on and
                           after the date that the  Lessee or any  Affiliate  of
                           the  Lessee is the  Owner  Participant  or  otherwise
                           beneficially  owns (or has the contractual  option to
                           acquire)  a  majority  of  the  Owner   Participant's
                           interest in the Aircraft  (including  all times after
                           Lessee  or any  Affiliate  of Lessee  has  thereafter
                           ceased  to be the  Owner  Participant  or  ceased  to
                           beneficially  own or have the  contractual  option to
                           acquire such Owner Participant's interest), the Owner
                           Trustee  will  not have the  right  to  exercise  its
                           rights   as   a   "secured   party",   "lessor",   or
                           "conditional  vendor",  or  their  equivalent,  under
                           Section 1110 for any purpose in connection  with such
                           Aircraft in any case commenced under

                                       13
<PAGE>

                           the  Bankruptcy  Code (and this clause  constitutes a
                           waiver,  to the extent set forth herein, of the Owner
                           Trustee's  and the Owner  Participant's  rights under
                           Section 12 of the Participation Agreement), PROVIDED,
                           however,  that (i) the  Mortgagee  will  nevertheless
                           have all of the rights of a secured  party and lessor
                           unless  and  until  the  Equipment  Notes  have  been
                           indefeasibly paid in full in cash (including any such
                           rights that the  Mortgagee  has as an assignee of the
                           Owner Trustee under this Trust  Indenture),  it being
                           understood  that,  to the  extent  necessary  for the
                           Mortgagee   to  exercise   any  such  rights  as  its
                           assignee,  the Owner  Trustee  will  retain  all such
                           rights that it may have even though it is waiving, as
                           between  the Owner  Trustee  and the  Mortgagee,  the
                           right to exercise such rights under the circumstances
                           set forth  above,  and (ii) the Lessee is not waiving
                           herein any rights it has or could have under  Section
                           1110 as a lessee of the Aircraft."

                  (w)      The  following  Section  10.14 is added after Section
                           10.13 of the Indenture:

                           "SECTION 10.14. ADDITIONAL PROVISION.

                                    The   Owner   Trustee   and  the   Mortgagee
                           acknowledge  and  agree  that the lease  referred  to
                           herein (the "Lease") is that certain Lease  Agreement
                           dated as of July 29, 1998,  between the Owner Trustee
                           and the Lessee,  as supplemented by Lease  Supplement
                           No. 1 dated  July 29, 1998,   and that the  Lease has
                           been amended by that certain Amendment No. 1 to Lease
                           Agreement dated as of July 27, 2004 between the Owner
                           Trustee and the Lessee."

                  (x)      Exhibit  A  attached   hereto  is   attached  to  the
                           Indenture  as Exhibit B after the  Exhibit A attached
                           thereto.

                  (y)      The attachments to the Indenture entitled  "Equipment
                           Note  Amortization  -  Series  A",   "Equipment  Note
                           Amortization   -  Series  B"  and   "Equipment   Note
                           Amortization   -  Series  C"  are  deleted  in  their
                           entirety and  Exhibits  B-1, B-2 and B-3 are attached
                           to  the  Indenture  as  Schedule  II in  substitution
                           therefor.

                  (z)      Exhibit  C-l  attached  hereto  is  attached  to  the
                           Indenture  as  Schedule  III  after the  Schedule  II
                           attached thereto.

                  (aa)     Exhibit  C-2  attached  hereto  is  attached  to  the
                           Indenture  as  Schedule  III  after the  Schedule  II
                           attached thereto.

                  (bb)     Exhibit  C-3  attached  hereto  is  attached  to  the
                           Indenture  as  Schedule  III  after the  Schedule  II
                           attached thereto.

                  (cc)     Schedule  II  which  was  attached  to the  Indenture
                           pursuant to the  supplement  to the  Indenture  dated
                           March 19, 2004 is deleted in its entirety and Exhibit
                           D attached  hereto is  attached to the  Indenture  as
                           Schedule IV

                                       14
<PAGE>

                           after Schedule III thereto, and all references in the
                           Indenture to Schedule IV shall mean and refer to such
                           Schedule IV.

3.       REPRESENTATIONS OF THE OWNER TRUSTEE AND THE MORTGAGEE.

                  (a)      The Owner  Trustee  represents  and warrants that the
                           Owner Trustee has been authorized and directed by the
                           Owner  Participant  to execute and deliver this Trust
                           Indenture Supplement.

                  (b)      The  Mortgagee   represents  and  warrants  that  the
                           Mortgagee  has been  authorized  and  directed by the
                           Subordination  Agent or the Pass  Through  Trustee of
                           the Class A Pass Through Trust to execute and deliver
                           this Trust Indenture Supplement.

4.       ADDITIONAL 1110 COLLATERAL.

                  The Owner Trustee and the Mortgagee acknowledge and agree that
         the  obligations  of Atlas,  Parent and Polar to perform  the terms and
         conditions of the Additional 1110  Collateral  Documents (as defined in
         the supplement to the Indenture  dated as of March 19, 2004)  terminate
         on the Effective Date (as defined in the Restructure Agreement).

5.       MISCELLANEOUS.

                  (a)      The  Mortgagee  accepts  the  trusts  created  by the
                           Indenture,  as  supplemented  by this Trust Indenture
                           Supplement,  and agrees to perform  the same upon the
                           terms   and   conditions   of   the   Indenture,   as
                           supplemented by this Trust Indenture Supplement.

                  (b)      Except as expressly  provided in this Trust Indenture
                           Supplement,  the Indenture shall remain in full force
                           and effect, without modification or amendment.

                  (c)      This  Trust  Indenture  Supplement  shall be  binding
                           upon,  and shall inure to the benefit of, the parties
                           hereto and the  successors  and permitted  assigns of
                           each of the parties hereto.

                  (d)      This Trust Indenture Supplement shall in all respects
                           be governed by, and construed in accordance with, the
                           internal laws of the State of New York, including all
                           matters of construction, validity and performance.

                  (e)      This Trust  Indenture  Supplement  may be executed in
                           two counterparts  and by different  parties hereto on
                           separate counterparts, each of which when so executed
                           and delivered shall be an original,  but all of which
                           counterparts   taken  together  shall  be  deemed  to
                           constitute one and the same  instrument.  A facsimile
                           of an executed counterpart shall have the same effect
                           as the original executed counterpart.

                                       15
<PAGE>


                  (f)      This Trust Indenture  Supplement has been executed by
                           Wilmington  Trust  Company  solely in its capacity as
                           the Mortgagee under the Indenture,  subject to all of
                           its rights,  privileges and  protections  thereunder,
                           and not in its individual capacity.

                  (g)      This Trust Indenture  Supplement has been executed by
                           Wells  Fargo  Bank  Northwest,  National  Association
                           (f/k/a First  Security  Bank,  National  Association)
                           solely in its capacity as the Owner Trustee under the
                           Trust  Agreement,  subject  to  all  of  its  rights,
                           privileges  and  protections  thereunder,  and not in
                           its individual capacity.

6.       EFFECTIVENESS.

         This Trust Indenture Supplement shall take effect on the Effective Date
(as defined in the Restructure Agreement).

     [Remainder of page intentionally blank. Next page is signature page.]

                                       16
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Indenture
Supplement to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.


                                 WELLS FARGO BANK NORTHWEST,
                                 NATIONAL ASSOCIATION,
                                 NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS
                                 OWNER TRUSTEE



                                 By:   /s/ Michael D. Hoggan
                                     ---------------------------------
                                 Name:     MICHAEL D. HOGGAN
                                 Title:     VICE PRESIDENT


                                 WILMINGTON TRUST COMPANY,
                                 NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS
                                 MORTGAGEE

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





                                   TRUST INDENTURE AND MORTGAGE SUPPLEMENT NO. 3
                                                                          N491MC

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Trust Indenture
Supplement to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.


                                 WELLS FARGO BANK NORTHWEST,
                                 NATIONAL ASSOCIATION,
                                 NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS
                                 OWNER TRUSTEE



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


                                 WILMINGTON TRUST COMPANY,
                                 NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS
                                 MORTGAGEE

                                 By:   /s/ Irene A. Lennon
                                     ---------------------------------
                                 Name:           Irene A. Lennon
                                 Title:       Senior Financial Services Officer





                                   TRUST INDENTURE AND MORTGAGE SUPPLEMENT NO. 3
                                                                          N491MC

<PAGE>

                           SCHEDULE TO EXHIBIT 4.1.43

The agreements listed below are substantially  identical to this exhibit and are
not being filed  separately as exhibits  pursuant to instruction 2 to Regulation
S-K, Item 601.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
PROGRAM YEAR  REGISTRATION   RESTRUCTURE           OWNER           MORTGAGEE      OWNER
              NUMBER         AGREEMENT TYPE        TRUSTEE                        PARTICIPANT
-------------------------------------------------------------------------------------------------
<C>           <C>            <C>                   <C>             <C>            <C>
1998          N494MC         Owned Aircraft        Wells Fargo     Wilmington     None
                             Restructure           Bank            Trust Company
                             Agreement             Northwest,
                                                   National
                                                   Association
-------------------------------------------------------------------------------------------------
1998          N408MC         Leased Aircraft       Wells Fargo     Wilmington     DAF
                             Restructure           Bank            Trust Company  Investments,
                             Agreement             Northwest,                     Ltd.
                                                   National
                                                   Association
-------------------------------------------------------------------------------------------------
1998          N491MC         Leased Aircraft       Wells Fargo     Wilmington     Atlas Air,
                             Restructure           Bank            Trust Company  Inc. successor
                             agreement             Northwest,                     to Finova
                                                   National                       Capital Corp.
                                                   Association
-------------------------------------------------------------------------------------------------
1998          N492MC         Leased Aircraft       Wells Fargo     Wilmington     Verizon
                             Restructure           Bank            Trust Company  Capital Corp.
                             Agreement             Northwest,
                                                   National
                                                   Association
-------------------------------------------------------------------------------------------------
1998          N493MC         Leased Aircraft       Wells Fargo     Wilmington     Atlas Air,
                             Restructure           Bank            Trust Company  Inc. successor
                             Agreement             Northwest,                     to Finova
                                                   National                       Capital Corp.
                                                   Association
-------------------------------------------------------------------------------------------------
1999          N495MC         Owned Aircraft        Wells Fargo     Wilmington     None
                             Restructure           Bank            Trust Company
                             Agreement             Northwest,
                                                   National
                                                   Association
-------------------------------------------------------------------------------------------------
1999          N496MC         Leased Aircraft       Wells Fargo     Wilmington     Atlas Air,
                             Restructure           Bank            Trust Company  Inc. successor
                             Agreement             Northwest,                     to Bankers
                                                   National                       Commercial
                                                   Association                    Corporation
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
PROGRAM YEAR  REGISTRATION   RESTRUCTURE           OWNER           MORTGAGEE      OWNER
              NUMBER         AGREEMENT TYPE        TRUSTEE                        PARTICIPANT
-------------------------------------------------------------------------------------------------
<C>           <C>            <C>                   <C>             <C>            <C>
1999          N497MC         Leased Aircraft       Wells Fargo     Wilmington     Atlas Air,
                             Restructure           Bank            Trust          Inc. successor
                             Agreement             Northwest,      Company        to Bankers
                                                   National                       Commercial
                                                   Association                    Corporation
-------------------------------------------------------------------------------------------------
1999          N498MC         Leased Aircraft       Wells Fargo     Wilmington     NCC Key
                             Restructure           Bank            Trust          Company
                             Agreement             Northwest,      Company
                                                   National
                                                   Association
-------------------------------------------------------------------------------------------------
1999          N499MC         Leased Aircraft       Wells Fargo     Wilmington     The Fifth
                             Restructure           Bank            Trust          Third Leasing
                             Agreement             Northwest,      Company        Company,
                                                   National                       Comerica
                                                   Association                    Leasing
                                                                                  Corporation,
                                                                                  and
                                                                                  Transamerica
                                                                                  Aviation LLC
-------------------------------------------------------------------------------------------------
2000          N409MC         Leased Aircraft       Wells Fargo     Wilmington     Atlas Air,
                             Restructure           Bank            Trust          Inc. successor
                             Agreement             Northwest,      Company        to DV Bank
                                                   National                       AG
                                                   Association
-------------------------------------------------------------------------------------------------
2000          N412MC         Leased Aircraft       Wells Fargo     Wilmington     Phillip Morris
                             Restructure           Bank            Trust          Capital
                             Agreement             Northwest,      Company        Corporation
                                                   National
                                                   Association
-------------------------------------------------------------------------------------------------
</TABLE>