EXHIBIT 4.1.39

                                                                  EXECUTION COPY
                                                                          N491MC

                                                             as of July 27, 2004

To Each of the Persons Listed in
   ITEM 1 OF EXHIBIT A ATTACHED HERETO:

Re:  One Boeing Model 747-47UF Aircraft Bearing United Kingdom Registration Mark
     G-GSSB (formerly bearing United States registration mark N491MC)

                              RESTRUCTURE AGREEMENT

Ladies and Gentlemen:

      On January 30, 2004 (the "PETITION DATE"), Atlas Air, Inc., a Delaware
corporation (the "COMPANY"), filed a voluntary petition for relief (the
"BANKRUPTCY FILING") under Chapter 11 of the United States Bankruptcy Code (the
"CODE") with the United States Bankruptcy Court for the Southern District of
Florida, Miami Division (the "BANKRUPTCY COURT"). On April 19, 2004, the Company
filed the Company's Plan of Reorganization (as such plan may be amended from
time to time, the "PLAN OF REORGANIZATION") with the Bankruptcy Court, and on
July 16, 2004, the Bankruptcy Court entered an order pursuant to Section 1129 of
the Code confirming the Plan of Reorganization (the "CONFIRMATION ORDER").

      The Company and each of the other parties listed in Item 1 of Exhibit A
(each such other party, a "TRANSACTION PARTY" and, collectively, the
"TRANSACTION PARTIES") have agreed, as authorized pursuant to the Plan of
Reorganization, to certain amendments to the documents listed in Item 2 of
Exhibit A (collectively, the "EXISTING DOCUMENTS") entered into with respect to
the lease and financing of the aircraft described in Item 3 of Exhibit A
(together with the engines and other property subject to such lease and
financing, the "AIRCRAFT"). Any Transaction Party that is a trustee shall be
deemed to enter into this Agreement (as defined below) solely in its trustee
capacity and not in its individual capacity.

      This Restructure Agreement (together with all exhibits hereto
collectively, this "AGREEMENT") is being executed and delivered simultaneously
with the Plan of Reorganization taking effect.

      Capitalized terms used herein without definition have the respective
meanings specified in the Existing Documents; references to an "Exhibit" are,
unless otherwise specified, to an Exhibit to this Agreement.

      The Company and each of the Transaction Parties hereby agree as follows:

SECTION 1. AMENDMENT TO EXISTING DOCUMENTS.

      The Existing Documents shall be amended as set forth below, effective on
the date on which all of the conditions set forth in Section 6 hereof are
satisfied or waived by the applicable party (the "EFFECTIVE DATE").

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      (a)   AMENDMENTS TO LEASE

      The Lease (as defined in Item 2(c) of Exhibit A) shall be amended in the
form attached hereto as Exhibit B (the "AMENDMENT NO. 1 TO LEASE AGREEMENT").

      (b)   AMENDMENTS TO MORTGAGE

      The Mortgage (as defined in Item 1(b) of Exhibit A) shall be amended in
the form attached hereto as Exhibit C (the "TRUST INDENTURE AND MORTGAGE
SUPPLEMENT NO. 3").

      (c)   AMENDMENTS TO CLASS A TRUST AGREEMENT

      The Class A Trust Agreement (as defined in Item 1(c) of Exhibit A) shall
be amended in the form attached hereto as Exhibit D (the "PASS THROUGH TRUST
AGREEMENT SUPPLEMENT").

      (d)   AMENDMENTS TO CLASS A EQUIPMENT NOTE

      The Class A Equipment Note (as defined in Item 2(d) of Exhibit A) shall be
amended in the form attached hereto as Exhibit E (the "CLASS A EQUIPMENT NOTE
ALLONGE").

      (e)   AMENDMENTS TO CLASS B EQUIPMENT NOTE

      The Class B Equipment Note (as defined in Item 2(e) of Exhibit A) shall be
amended in the form attached hereto as Exhibit F (the "CLASS B EQUIPMENT NOTE
ALLONGE").

      (f)   AMENDMENTS TO CLASS C EQUIPMENT NOTE

      The Class C Equipment Note (as defined in Item 2(f) of Exhibit A) shall be
amended in the form attached hereto as Exhibit G (the "CLASS C EQUIPMENT NOTE
ALLONGE").

      (g)   NO AMENDMENT TO INTERCREDITOR AGREEMENT. Notwithstanding anything
to the contrary contained herein or in any other document related hereto or the
transactions contemplated hereby, neither this Agreement nor any such other
document (1) is intended as, or shall be construed to effect, an amendment,
modification or supplement to the Intercreditor Agreement (as defined in Item
1(e) of Exhibit A), or (2) shall be deemed to constitute any waiver of, or
otherwise affect, any of the provisions thereof.

SECTION 2. EETC AMENDMENT FEE CONSIDERATION.

      On or before the date that this Agreement is executed by the Company and
the Transaction Parties and all conditions in Section 6 hereof (other than the
conditions in Sections 6(c) and (u)) have been satisfied (the "Execution Date"),
the Company shall pay, as Supplemental Rent under the Lease, an amount (the
"EETC AMENDMENT FEE CONSIDERATION") based upon the amount of any amendment fee
consideration (which shall not include any reasonable and customary work or
agent fee paid to Deutsche Bank or any other administrative agent or similar
agent but not paid to or for the benefit of the creditors for which such agent
acts) being paid or delivered, in the aggregate, to any Other Creditor (as
defined in Section 6(j) below) in connection with the restructuring of its
credit and lease facilities pursuant to the Plan of

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Reorganization (the "OTHER CREDITOR AMENDMENT FEE CONSIDERATION"). Amounts
payable pursuant to the preceding sentence shall be paid to the Mortgagee (as
defined in Item 1(b) of Exhibit A), as assignee of the Owner Trustee (as defined
in Item 1(a) of Exhibit A) pursuant to the Mortgage of the right to receive such
payment under the Lease, for distribution to the Subordination Agent (as defined
in Item 1(e) of Exhibit A) as holder of the Class A Equipment Note, Class B
Equipment Note and Class C Equipment Note. All EETC Amendment Fee Consideration
shall be applied in accordance with the terms of the Mortgage, as if the
amendments thereof referenced in the Trust Indenture and Mortgage Supplement No.
3 had taken effect on the Execution Date even though the Effective Date has not
occurred. The EETC Amendment Fee Consideration shall be of the same type as the
Other Creditor Amendment Fee Consideration, and the EETC Amendment Fee
Consideration shall be in the same proportion to the outstanding principal
amount of the Class A Equipment Note as of the Execution Date as the proportion
that the Other Creditor Amendment Fee Consideration bears to the outstanding
debt or lease payments owed to (or commitment of) such Other Creditor as of the
Execution Date. It is agreed that neither the consideration being provided to
the unsecured creditors of Polar Air Cargo, Inc. ("POLAR") pursuant to the Plan
of Reorganization nor the equity consideration being provided to the Company's
senior bank lenders led by Deutsche Bank Trust Company Americas (collectively,
the "BANK LENDERS") and to General Electric Capital Aviation Services and its
Affiliates (collectively, "GECAS") pursuant to the Plan of Reorganization in
amounts not exceeding 2.5% and 5%, respectively, on a fully diluted basis, of
the common stock of Atlas Air Worldwide Holdings, Inc. (the "PARENT"),
constitutes Other Creditor Amendment Fee Consideration for purposes hereof and
no consideration shall be required to be granted pursuant to this Section 2 as a
result thereof.

SECTION 3. INSTRUCTIONS.

      To the extent required under the Existing Documents, each of the Company
and the Transaction Parties hereby requests, instructs and/or directs any
Transaction Party acting on its behalf as an owner trustee, indenture trustee or
other trustee or agent to execute and deliver this Agreement (and, as and when
provided in Section 22 hereof, the Lien Subordination Agreement (as defined in
Section 22)). The Class A Trustee (as defined in Item 1(c) of Exhibit A) is the
Controlling Party (as defined in the Intercreditor Agreement) and as such,
having received an appropriate direction from a majority in interest of the
Fractional Undivided Interests (as defined in the Class A Trust Agreement) in
the Class A Trust (a "DIRECTION"), hereby directs the Subordination Agent and
the Mortgagee (or, to the extent necessary under the Intercreditor Agreement,
hereby directs the Subordination Agent to direct the Mortgagee) to execute this
Agreement (and, as and when provided in Section 22 hereof, the Lien
Subordination Agreement) and comply with all of the agreements contained herein
(and, if applicable, in the Lien Subordination Agreement) to consummate the
transactions contemplated hereby.

SECTION 4. RESERVED.

SECTION 5. WAIVER OF LEASE EVENTS OF DEFAULT AND INDENTURE EVENTS OF DEFAULT.

      On the Effective Date, all Lease Events of Default and Indenture Events of
Default (as such terms are defined in the Lease) that occurred prior to the
Execution Date shall be waived as of the Execution Date, except to the extent
that any such Lease Events of Default or Indenture

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Events of Default occur again after the Execution Date (after giving effect to
the amendments to the Existing Documents referenced herein). For the avoidance
of doubt, the foregoing waiver does not extend to (a) any failure by the Company
to pay as and when due Basic Rent, Supplemental Rent or any other obligation
under the Lease after giving effect to Amendment No. 1 to Lease Agreement,
including without limitation, any failure by the Company to pay the amounts
required to be paid pursuant to Section 19 of the Lease as added by Amendment
No. 1 to Lease Agreement, (b) any failure by the Company to deliver financial
statements as provided in Section 8.2.1 of the Lease after giving effect to
Amendment No. 1 to Lease Agreement, (c) any event or circumstance that
constitutes a Lease Event of Default or Indenture Event of Default after giving
effect to the amendments to the Existing Documents referenced herein if such
event or circumstance continues to exist after the Execution Date or (d) any
other obligation of the Company to indemnify any Transaction Party (in its
individual or trust capacity).

SECTION 6. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS.

      The effectiveness of the amendments to the Existing Documents referenced
herein shall, subject to Section 20 hereof, be subject to the following
conditions being satisfied or waived, by the applicable party:

      (a)   This Agreement and each of the documents referred to in Sections
6(b), (d), (f), (h) and (i) shall have been duly authorized, executed and
delivered by each of the parties named on the signature pages hereof or thereof,
as applicable.

      (b)   Each of the Class A Trustee, Bingham McCutchen LLP, in its capacity
as counsel (in such capacity, "BINGHAM") to certain of the A Holders (as defined
in Item 4 of Exhibit A) and the Mortgagee shall have received (i) copies of duly
executed maintenance contracts with respect to the Aircraft, which shall be in
the forms of Exhibit H (collectively, the "MAINTENANCE CONTRACTS"), and (ii) an
original duly executed Assignment of the Maintenance Contracts from the Company,
which shall be in the forms of Exhibit I (collectively, the "MAINTENANCE
CONTRACTS ASSIGNMENTS").

      (c)   Either (i) the Company shall have obtained and delivered to the
Class A Trustee, the Subordination Agent, the Mortgagee and Bingham, on or
before the Execution Date, the consent of each Liquidity Provider (as defined in
the Intercreditor Agreement and each of the intercreditor agreements executed in
connection with the lease and financing of the Other Aircraft (as defined in
Amendment No. 1 to Lease Agreement)) to the amendments to the Existing Documents
referenced herein and to the amendments to the documents referenced in certain
other restructure agreements executed on the Execution Date in connection with
the lease and financing of the Other Aircraft (collectively, the "OTHER AIRCRAFT
AMENDMENTS"), as applicable, whose Liquidity Facility (as defined in the
Intercreditor Agreement and each of the intercreditor agreements executed in
connection with the lease and financing of the Other Aircraft) is still in
effect or to whom any Liquidity Obligations (as defined in the Intercreditor
Agreement and each of the intercreditor agreements executed in connection with
the lease and financing of the Other Aircraft) are still owing, or (ii) with
respect to any such consent not obtained or delivered prior to the Execution
Date, the Company and Bingham shall have received from the Subordination Agent
and each of the subordination agents with respect to each of the Other Aircraft
(A) a copy of a written statement from each Liquidity Provider who was not

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paid in full prior to the Execution Date as to the aggregate amount then owed to
such Liquidity Provider, and (B) a written statement from the Subordination
Agent stating that the amounts set forth in such written statement from each
Liquidity Provider as to the amounts then owed to each such Liquidity Provider
have been paid in full by the Subordination Agent (collectively, the "SECTION
6(c) STATEMENTS") (which Section 6(c) Statements the Subordination Agent is
hereby authorized by the Company and the Class A Trustee to deliver (which
authorization can be revoked only by an instrument in writing signed by each of
such parties), and which Section 6(c) Statements the Subordination Agent agrees
to deliver, within three (3) Business Days of the date of its payment of such
remaining amounts). It is understood that the Subordination Agent, in delivering
the written statement referred to in clause (ii)(B) of the preceding sentence,
will not be stating that all amounts that may be or become owed to a Liquidity
Provider have been paid in full, but rather that the Subordination Agent has
paid to each Liquidity Provider the full amount that, as of the date of a
statement received from such Liquidity Provider, was stated by the Liquidity
Provider to be owed to the Liquidity Provider at such time.

      (d)   Each of the Class A Trustee, Bingham and the Mortgagee shall have
received (i) an original duly executed security agreement from the Company,
which shall be in the form of Exhibit J (the "COMPANY SECURITY AGREEMENT"), (ii)
copies of UCC-1 financing statements (collectively, the "COMPANY FINANCING
STATEMENTS") covering the property described in the Company Security Agreement
and the Maintenance Contracts Assignments (collectively, the "ADDITIONAL COMPANY
COLLATERAL"), by the Company, as debtor, showing the Mortgagee as assignee
secured party, which Company Financing Statements Bingham is hereby authorized
to promptly file on and after the Effective Date in each jurisdiction that is
necessary to perfect the Mortgagee's lien on the Additional Company Collateral,
and (iii) an opinion of counsel to Company in the form of Exhibit K.

      (e)   Each of the Class A Trustee and Bingham shall have received copies
of the Company's Certificate of Incorporation and By-laws, together with such
other documents as the Class A Trustee and Bingham may reasonably request from
the Company in order to establish the consummation of the transactions
contemplated by this Agreement, all of the foregoing to be in form and substance
sufficient for the transactions contemplated by this Agreement to be duly
authorized by the Company and for the obligations of the Company therein to be
enforceable in accordance with their terms.

      (f)   Each of the Class A Trustee, Bingham and the Mortgagee shall have
received (i) an original duty executed guaranty agreement from each of the
Parent and Polar, which shall be in the forms of Exhibits L-1 and L-2
(collectively, the "GUARANTEES"), (ii) an original duly executed security
agreement from each of the Parent and Polar, which shall be in the forms of
Exhibits M-1 and M-2 (collectively, the "GUARANTOR SECURITY AGREEMENTS"), (iii)
copies of UCC-1 financing statements (collectively, the "GUARANTOR FINANCING
STATEMENTS") covering the property described in the Guarantor Security
Agreements (the "GUARANTOR COLLATERAL"), by the Parent and Polar, as
applicable, as debtor, showing the Mortgagee as assignee secured party, which
Guarantor Financing Statements Bingham is hereby authorized to promptly file on
and after the Effective Date in each jurisdiction that is necessary to perfect
the Mortgagee's lien on the Guarantor Collateral, and (iv) opinions of counsel
to the Parent and Polar in the form of Exhibit N.

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      (g)   Each of the Class A Trustee and Bingham shall have received from
the Parent and Polar copies of the Parent's and Polar's respective Certificates
of Incorporation and By-laws, together with such other documents as the Class A
Trustee and Bingham may reasonably request from the Parent and Polar in order to
establish the consummation of the transactions contemplated by this Agreement,
all of the foregoing to be in form and substance sufficient for the transactions
contemplated by this Agreement to be duly authorized by the Parent and Polar and
for the obligations of Parent and Polar therein to be enforceable in accordance
with their terms.

      (h)   Each of the Class A Trustee and Bingham shall have received a copy
of a fully-executed intercreditor agreement relating to the Additional Company
Collateral and the Guarantor Collateral, which shall be in the form of Exhibit
O.

      (i)   Each of the Class A Trustee, the Subordination Agent, Bingham, the
Mortgagee and the Company shall have received (i) an original copy of the
Amendment No. 1 to Lease Agreement, executed by the Owner Trustee and the
Company, (ii) an original copy of the Trust Indenture and Mortgage Supplement
No. 3, executed by the Owner Trustee and the Mortgagee, (iii) a copy (except in
the case of the Subordination Agent, an original) of the Class A Equipment Note
Allonge, executed by the Owner Trustee and the Subordination Agent and
authenticated by the Mortgagee, (iv) a copy (except in the case of the
Subordination Agent, an original) of the Class B Equipment Note Allonge,
executed by the Owner Trustee and the Subordination Agent and authenticated by
the Mortgagee, (v) a copy (except in the case of the Subordination Agent, an
original) of the Class C Equipment Note Allonge, executed by the Owner Trustee
and the Subordination Agent and authenticated by the Mortgagee, and (vi) a copy
of the Pass Through Trust Agreement Supplement, executed by the Company and the
Class A Trustee (collectively, together with the Maintenance Contracts
Assignments and the Company Security Agreement, the "OTHER RESTRUCTURE
AGREEMENTS").

      (j)   The terms and conditions included in this Agreement and the Other
Restructure Agreements, including without limitation payment terms, fees,
consideration, covenants, collateral, credit support, maintenance requirements,
and return conditions, shall be no less favorable to the A Holders than the
terms and conditions included in the definitive amendments (collectively, the
"OTHER CREDITOR AMENDMENTS") entered into pursuant to the Plan of Reorganization
with GECAS, any of the Bank Lenders, any Other Aircraft Creditor (as defined
below), and any other creditor in connection with the restructuring of its lease
or debt obligations pursuant to the Plan of Reorganization (each of GECAS, any
of the Bank Lenders, any Other Aircraft Creditor and any such other creditor, an
"OTHER CREDITOR"), taking all relevant facts and circumstances into account. As
used herein, "Other Aircraft Creditor" means any lessor, trustee, holder of any
indebtedness or obligations of the Company, or other type of creditor under any
lease, indenture, mortgage, contract or other agreement with respect to any
aircraft leased, owned or used by the Company, including without limitation, any
747-400 Aircraft Creditor (as defined below). No lessor, trustee, holder of any
indebtedness or obligations of the Company, or other type of creditor (each, a
"747-400 AIRCRAFT CREDITOR") under any Other Creditor Amendments (other than the
amendments entered into with respect to the lease and financing of the Other
Aircraft) or any lease, indenture, mortgage, contract or other agreement to
which the Company and such 747-400 Aircraft Creditor are parties entered into
prior to, on or after the Petition Date (each, a "747-400 Aircraft Agreement")
(other than any 747-400 Aircraft Agreement with

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respect to the lease and financing of the Other Aircraft) with respect to any
747-400 aircraft leased, owned or used by the Company (each, a "747-400
AIRCRAFT") shall be entitled to receive in any month (or may, upon the
satisfaction of one or more conditions become entitled to receive in any month),
with respect to any of such 747-400 Aircraft Creditor's 747-400 Aircraft, rent
or other payments or assets (excluding the consideration described in the last
sentence of Section 2 and excluding amounts payable due to acceleration after a
default that occurs after the Execution Date) from or on behalf of the Company
or any Affiliate of the Company after March 19, 2003 and prior to the scheduled
payment in full of the Class C Equipment Note (as amended by the Class C
Equipment Note Allonge) in an amount or having an aggregate value that is in
excess of $725,000 prior to February, 2008 or $830,000 after January, 2008
(except that (A) with respect to payments to GECAS with respect to one aircraft
that the Company dry leases (which aircraft was previously identified by the
Company to Bingham) at non-restructured rates through May 31, 2005, GECAS
receives 50% of excess of any dry lease rent that the Company receives above
$775,000, (B) certain of such 747-400 Aircraft Creditors received more than
$725,000 during certain months between March, 2003 and October, 2003, but,
subject to clause (C) below in this paragraph, none of the 747-400 Aircraft
Creditors received more than an average of $725,000 per month during such months
(i.e. subject to the effect of clause (C) below in this paragraph, none of them
received more than $5,800,000 in the aggregate with respect to any 747-400
Aircraft during the months of March, 2003 through October, 2003, inclusive), and
(C) with respect to any payments to 747-400 Aircraft Creditors that were made
during March or April, 2003 and that included amounts that were allocable to
days before March 20, 2003 and days after March 19, 2000 (or just to days prior
to March 20, 2003), the condition set forth in this subsection (j) does not
relate to the portion of any such payment in March or April, 2003 that was
allocable to days prior to March 20, 2003, but rather is a condition that no
more than an average of $24,166.67 per day was allocable with respect to any
aircraft to the days after March 19, 2003. No 747-400 Aircraft Creditor under
any 747-400 Aircraft Agreement (other than the amendments entered into with
respect to the lease and financing of the Other Aircraft) shall be entitled to
receive, with respect to such 747-400 Aircraft Creditor's fleet of 747-400
Aircraft, total rent or other payments from or on behalf of the Company or any
Affiliate of the Company in excess of the total amount that such 747-400
Aircraft Creditor was entitled to receive pursuant to any 747-400 Aircraft
Agreement in effect prior to April 1, 2003. Bingham shall have received true and
complete copies of the Other Creditor Amendments (other than those entered into
with any Other Aircraft Creditor (other than any of the Bank Lenders) with
respect to the 747-200 aircraft leased, owned or used by the Company (each, a
"747-200 AIRCRAFT")) and copies of each 747-400 Aircraft Agreement (other than
the rent, termination value and stipulated loss value schedules initially
entered into and superceded in their entirety by the schedules received by
Bingham, and other than those agreements listed in Item 5 of Exhibit A (the
documents listed in Item 5 of Exhibit A being referred to as the "CONFIDENTIAL
OTHER CREDITOR DOCUMENTS")).

      (k) A majority of the board of directors immediately following the
effective date stated in the Plan of Reorganization shall have been designated
by the unsecured bondholders and other unsecured creditors of the Company
pursuant to the Plan of Reorganization for terms of not longer than one year,
and thereafter the Company's board of directors is to be elected by the
shareholders of the Company generally in accordance with applicable law.

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      (l) The Company and the Mortgagee shall have delivered to Crowe & Dunlevy
in escrow, pursuant to a letter from each in the form of Exhibit 6(1), Amendment
No. 1 to Lease Agreement and the Trust Indenture and Mortgage Supplement No. 3.

      (m) On the Execution Date, no defaults or events of default under the
Operative Agreements (including without limitation no Lease Event of Default or
Indenture Event of Default) shall have occurred and be continuing as determined
as if the waiver contained in Section 5 hereof and the amendments referenced
herein had taken effect on the Execution Date even though the Effective Date has
not occurred.

      (n) The Confirmation Order shall he final and unstayed.

      (o) The Plan of Reorganization shall have become effective simultaneously
with the Execution Date.

      (p) The Mortgagee shall have received any EETC Amendment Fee Consideration
as and when set forth in Section 2 hereof.

      (q) The Transaction Costs and Expenses (as defined below) due on the
Execution Date shall have been paid as set forth in Section 9 hereof.

      (r) The Class A Trustee shall have received a Direction authorizing the
Class A Trustee to enter into this Agreement and to consummate, or instruct the
Subordination Agent and/or the Mortgagee to consummate, the transactions
contemplated hereby, and the Company shall have delivered all opinions of
counsel and officers' certificates required under the Class A Trust Agreement.
The Class A Trustee shall have advised the Company or its counsel, and Bingham,
in writing of the receipt of such Direction.

      (s) The Plan of Reorganization as confirmed by the Confirmation Order
shall be reasonably acceptable to the Class A Trustee.

      (t) There shall have occurred no "Event of Default" under the Stipulation,
Agreement and Order providing for Section 1110(b) Extensions Regarding Boeing
747-400 Aircraft, Tail Number N491MC.

      (u) The Company shall have delivered to the Class A Trustee and Bingham a
fully-executed assignment and assumption agreement in the form of Exhibit 6(u)
for each of the aircraft bearing U.S. registration marks N493MC and N496MC and
U.K. registration mark G-GSSB (formerly U.S. registration mark N491MC)
(collectively, the "EXHIBIT 6(u) AGREEMENTS"), pursuant to which the Company
has exercised its option to purchase the entire owner participant interest with
respect to the aircraft bearing U.S. registration marks N493MC and N496MC and
U.K. registration mark G-GSSB (formerly U.S. registration mark N491MC), and the
Company or an Affiliate of the Company shall own all of such owner participant
interests.

      (v) The Company shall have paid all amounts required to be paid to or for
the benefit of the Pass Through Trustees of the Class B Pass Through Trust and
Class C Pass Through Trust (collectively, the "CLASS B AND C TRUSTEES") pursuant
to a settlement agreement among the

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Company, the Class B and C Trustees and others pursuant to which the Class B and
C Trustees agree to withdraw their objections to the Plan and the amendments
referenced herein.

      (w) Wilmington Trust Company shall have received from the Company and its
affiliated debtors an original duly executed agreement providing for Wilmington
Trust Company's compensation and indemnification, which shall be in form and
substance satisfactory to the Mortgagee, the Subordination Agent and the Class A
Trustee.

      (x) The condition specified in Section 6(k) is for the sole benefit of the
Class A Trustee and may be waived, in whole or in part and with or without
condition, in any such case, in writing by the Class A Trustee (after the Class
A Trustee has received a Direction to do so).

      (y) The conditions specified in Sections 6(b), (d), (f) and (l) are for
the sole benefit of the Mortgagee and the Class A Trustee and may be waived, in
whole or in part and with or without condition, in any such case, in writing by
the Mortgagee and the Class A Trustee (after the Class A Trustee has received a
Direction to do so).

      (z) The conditions specified in Sections 6(c), (e), (g), (h), (j), (m),
(n), (o), (s), (t) and (v) are for the sole benefit of the Class A Trustee and
may be waived, in whole or in part and with or without condition, in any such
case, in writing by the Class A Trustee (after the Class A Trustee has received
a Direction to do so).

      (aa) The conditions specified in Sections 6(a), (i) and (r) are for the
sole benefit of the Class A Trustee and the Company and may be waived, in whole
or in part and with or without condition, in any such case, in writing by the
Class A Trustee (after the Class A Trustee has received a Direction to do so)
and the Company.

      (bb) The condition specified in Section 6(w) is for the sole benefit of
the Mortgagee, the Subordination Agent and the Class A Trustee and may be
waived, in whole or in part and with or without condition, in any such case, in
writing by the Mortgagee, the Subordination Agent and the Class A Trustee.

      The execution and delivery of this Agreement by the Company and the
Transaction Parties shall constitute confirmation that the conditions to
effectiveness specified in this Section 6, with the exception of the conditions
specified in clauses (c) and (u), have been satisfied or waived. It is
understood that the preceding sentence does not constitute a waiver of the
requirement that the Company comply with its obligations under this Agreement
and the Operative Agreements (as if the amendments referenced herein had taken
effect on the Execution Date even though the Effective Date has not occurred
and, after the Effective Date, as amended by the amendments referenced herein)
(including without limitation the requirement to pay any EETC Amendment Fee
Consideration as and when set forth herein, and the requirement that the
representations and warranties specified in Section 7(a)(x), (xi), (xii), (xiii)
and (xv) be true and accurate in all material respects), and that, subject to
and as affected by Section 20 hereof (including the forbearance provided for
therein), each of the Transaction Parties reserves all of its rights and
remedies with respect to any failure by the Company to comply with its
obligations herein and in the Operative Agreements (as if the amendments
referenced herein had taken effect on the Execution Date even though the
Effective Date has not occurred and, after the Effective

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Date, as amended by the amendments referenced herein) (except for any Lease
Event of Default or Indenture Event of Default if and when waived pursuant to
Section 5 hereof).

SECTION 7. REPRESENTATIONS AND WARRANTIES.

      (a) The Company represents and warrants that as of the Execution Date and
the Effective Date:

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

            (ii) the Company is a Citizen of the United States and a U.S. Air
      Carrier;

            (iii) the Company is not in default under, or in violation of, any
      Law applicable to the Company or to which the Company is subject, the
      violation of which would give rise to a Material Adverse Change to the
      Company, except as has been disclosed by the Company in its public filings
      with the Securities and Exchange Commission and in its Disclosure
      Statement filed in connection with the Plan of Reorganization;

            (iv) the Company holds all licenses, permits and franchises from the
      appropriate Government Entities necessary to authorize the Company to
      lawfully engage in air transportation and to carry on commercial air cargo
      service as currently conducted, except where the failure to so hold any
      such license, permit or franchise would not give rise to a Material
      Adverse Change to the Company;

            (v) the Company has the corporate power and authority to enter into
      and perform its obligations under this Agreement and each of the Other
      Restructure Agreements to which the Company is a party;

            (vi) the execution, delivery and performance by the Company of this
      Agreement and the Other Restructure Agreements to which the Company is a
      party and the consummation of the transactions contemplated hereby and
      thereby have been duly authorized by all necessary corporate action on the
      part of the Company, do not require any stockholder approval or approval
      or consent of any lessor, trustee or holder of any indebtedness or
      obligations of the Company (other than the approval or consent of the
      Mortgagee, the Subordination Agent, the Liquidity Providers, the Class A
      Trustee, the Class B Trustee (as defined in the Intercreditor Agreement)
      and the Class C Trustee (as defined in the Intercreditor Agreement)),
      except such as have been duly obtained and are in full force and effect,
      and do not contravene or conflict with any law, governmental rule,
      regulation, judgment or order binding on the Company or the organizational
      documents of the Company or contravene or result in a breach of, or
      constitute a default

                                       10

<PAGE>

      under, or result in the creation of any Lien (other than as permitted in
      the Lease or the other Lessee Operative Agreements) upon the Aircraft or
      property of the Company under, any indenture, mortgage, contract or other
      agreement to which the Company is a party or by which it or any of its
      properties are bound;

            (vii) neither the execution and delivery by the Company of this
      Agreement or any of the Other Restructure Agreements to which the Company
      is a party, the performance by. the Company of its obligations hereunder
      or thereunder, nor the consummation by the Company of any of the
      transactions contemplated hereby or thereby, requires the consent or
      approval of, the giving of notice to, the registration with, or the
      recording or filing of any consent with any Federal, state or foreign
      governmental authority or agency, or any other Person, except for (A) such
      consents, approvals, notices, registrations and actions as have already
      been obtained, given, made or completed and are in full force and effect,
      (B) the filing of Amendment No. 1 to Lease Agreement and the Trust
      Indenture and Mortgage Supplement No. 3 with the FAA, (C) the filing of
      the Company Financing Statements and the Guarantor Financing Statements
      (and continuation statement periodically), and (D) filings, recordings,
      notices or other ministerial actions pursuant to any routine recording,
      contractual or regulatory requirements applicable to it;

            (viii) each of this Agreement and the Other Restructure Agreements
      to which the Company is a party have been duly authorized, executed and
      delivered by the Company and, assuming that each party (other than the
      Company) to this Agreement and each of the Other Restructure Agreements to
      which the Company is a party has duly executed and delivered this
      Agreement and each of the Other Restructure Agreements to which the
      Company is a party, each of this Agreement and the other Lessee Operative
      Agreements (as amended by this Agreement and the Other Restructure
      Agreements) constitutes the legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms,
      except as the same may he limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the rights of
      creditors generally and by general principles of equity;

            (ix) the Company has no defense, counterclaim, right of recoupment
      or offset to or with respect to any of its obligations under the Lease or
      any of the other Existing Documents to which it is a party;

            (x) no 747-400 Aircraft Creditor under any Other Creditor Amendments
      (other than the amendments entered into with respect to the lease and
      financing of the Other Aircraft) or any 747-400 Aircraft Agreement (other
      than any 747-400 Aircraft Agreement with respect to the lease and
      financing of the Other Aircraft) is entitled to receive in any month (or
      may, upon the satisfaction of one or more conditions become entitled to
      receive in any month), with respect to any of such 747-400 Aircraft
      Creditor's 747-400 Aircraft, rent or other payments or assets (excluding
      the consideration described in the last sentence of Section 2 and
      excluding amounts payable due to acceleration after a default that occurs
      after the Execution Date) from or on behalf of the Company or any
      Affiliate of the Company after March 19,2003 and prior to the scheduled
      payment in full of the Class C Equipment Note (as amended by the Class C
      Equipment Note Allonge) in

                                       11

<PAGE>

      an amount or having an aggregate value that is in excess of $725,000 prior
      to February, 2008 or $830,000 after January, 2008 (except (A) with respect
      to payments to GECAS with respect to one aircraft that the Company dry
      leases (which aircraft was previously identified by the Company to
      Bingham) at non-restructured rates through May 31, 2005 pursuant to which
      GECAS receives 50% of excess of any dry lease rent that the Company
      receives above $775,000, and (B) certain of such 747-400 Aircraft
      Creditors received more than $725,000 during certain months between March,
      2003 and October, 2003, but, subject to clause (C) below in this
      paragraph, none of the 747-400 Aircraft Creditors received more than an
      average of $725,000 per month during such months (i.e. subject to the
      effect of clause (C) below in this paragraph, none of them received more
      than $5,800,000 in the aggregate with respect to any 747-400 Aircraft
      during the months of March, 2003 through October, 2003, inclusive), and
      (C) with respect to any payments to 747-400 Aircraft Creditors that were
      nude during March or April, 2003 and that included amounts that were
      allocable to days before March 20, 2003 and days after March 19, 2003 (or
      just to days prior to March 20, 2003) the representation set forth in this
      clause (x) does not relate to the portion of any such payment in March or
      April, 2003 that was allocable to days prior to March 20,2003, but rather
      is a condition that no more than an average of $24,166.67 per day was
      allocable with respect to any aircraft to the days after March 19, 2003);

            (xi) none of the Other Creditor Amendments with respect to 747-400
      Aircraft contain agreements or obligations of the Company or any of its
      Affiliates with respect to (1) the maintenance of any such 747-400
      Aircraft that are more favorable to the creditor or lessor or more
      burdensome on the Company or any of its Affiliates than the maintenance
      provisions in Amendment No. 1 to Lease Agreement, or (2) the conditions
      under which any such 747-400 shall be returned to such creditor or lessor
      that are more favorable to the creditor or lessor or more burdensome on
      the Company or any of its Affiliates than the return provisions in
      Amendment No. 1 to Lease Agreement;

            (xii) no 747-400 Aircraft Creditor under any 747-400 Aircraft
      Agreement (other than the amendments entered into with respect to the
      lease and financing of the Other Aircraft) is entitled to receive, with
      respect to such 747-400 Aircraft Creditor's fleet of 747-400 Aircraft,
      total rent or other payments from or on behalf of the Company or any
      Affiliate of the Company in excess of the total amount that such 747-400
      Aircraft Creditor was entitled to receive pursuant to any 747-400 Aircraft
      Agreement in effect prior to April 1, 2003;

            (xiii) Bingham has received true and complete copies of all Other
      Creditor Amendments with respect to 747-400 Aircraft and with respect to a
      lease, indenture, mortgage, contract or other agreement to which the
      Company and the Bank Lenders are parties with respect to 747-200 Aircraft,
      and true and complete copies of each 747-400 Aircraft Agreement (other
      than the rent, termination value and stipulated loss value schedules
      initially entered into and superceded in their entirety by the schedules
      received by Bingham, and other than the Confidential Other Creditor
      Documents), which such Other Creditor Amendments and 747-400 Aircraft
      Agreements are listed in Item G of Exhibit A (the documents listed in Item
      6 of Exhibit A being referred to as the "DISCLOSED OTHER CREDITOR
      DOCUMENTS");

                                       12

<PAGE>

            (xiv) to the Company's knowledge, no Lease Events of Default have
      occurred and are continuing as of the Execution Date (and no condition or
      event has occurred and is continuing as of the date of this Agreement and
      as of the Execution Date which but for the giving of notice or passage of
      time or both would constitute a Lease Event of Default) except as
      described on Exhibit P (for purposes of this clause (xiv), the actual
      knowledge of each executive officer (and each other officer with
      responsibility in relation to any of the Operative Agreements and any
      other person determining senior management policies or exercising
      executive responsibilities) of the Company will be deemed to constitute
      knowledge by the Company of such a condition or event, but the Company
      will not otherwise be deemed to have knowledge of such a condition or
      event; and

            (xv)  the terms and conditions included in the definitive amendments
      entered into pursuant to the Plan of Reorganization with any Other
      Aircraft Creditor with respect to any 747-200 Aircraft are no more
      favorable to the Other Aircraft Creditor than any similar terms and
      conditions included in the definitive amendments entered into pursuant to
      the Plan of Reorganization with the Bank Lenders, except that payments
      with respect to one 747-200 Aircraft are at a rate of $250,000 per month.

      (b)   Each Transaction Party represents and warrants (severally and not
jointly) that as of the Execution Date, assuming that each party (other than
such Transaction Party) to this Agreement and each of the other documents
referred to herein to which such Transaction Party is a party has duly executed
and delivered this Agreement and each of such other documents to which such
Transaction Party is a party, each of this Agreement and such other documents to
which such Transaction Party is a party has been duly executed and delivered by
such Transaction Party and constitutes the legal, valid and binding obligation
of such Transaction Party, enforceable against such Transaction Party in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and by general principles of equity.

SECTION 8. NOTICES.

      Unless otherwise expressly specified or permitted by the terms hereof,
all notices required or permitted under the terms and provisions hereof shall be
in English and in writing, and any such notice may be mailed by United States
registered or certified first-class mail, postage prepaid, sent by overnight
courier, or sent by facsimile and confirmed by delivery via courier or postal
service, to the recipient's address or facsimile number set forth below its
signature to this Agreement. Any such notice shall be deemed to have been given
or made and to have become effective (i) if delivered by overnight courier or
facsimile to the party to which it is directed, at the time of receipt thereof
or the sending of such facsimile and (ii) if sent by registered or certified
first-class mail, postage prepaid, on the third Business Day following the
mailing thereof. As used herein, "Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in the City of New York or in
Wilmington, Delaware are required or authorized by law to close.

                                       13

<PAGE>

SECTION 9. COSTS AND EXPENSES.

      The Company will pay, on the Execution Date and (without duplication) on
the Effective Date or, if the Effective Date shall not occur, promptly upon
demand, all reasonable fees, costs and expenses (the "TRANSACTION COSTS AND
EXPENSES"), including without limitation reasonable fees and expenses of
trustees, counsel, financial advisors and aviation consultants (collectively,
the "TRANSACTION ADVISORS"), of, or incurred by, the A Holders and the
Transaction Parties in connection with the negotiation, documentation and
consummation of the transactions contemplated hereby; provided, however, that
the fees and expenses of the A Holders' counsel, financial advisors and aviation
consultants shall be limited to those of Bingham and local counsel retained by
Bingham, of Houlihan Lokey Howard & Zukin and, without duplication, of any other
counsel, financial advisors and aviation consultants retained by the A Holders
holding Class A Certificates (as defined in Section 4 of Exhibit A) evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Class A Trust as of the Execution Date. The Transaction Costs and
Expenses shall be paid by the Company directly (I.E., the fees and expenses of
the Transaction Advisors shall be paid by the Company directly to the
Transaction Advisors) and shall not be satisfied from any amounts otherwise paid
by the Company under the Existing Documents. On the Execution Date, the Company
will pay to Bingham $25,000 as a retainer toward the Transaction Costs and
Expenses to be incurred by Bingham between the Execution Date and the Effective
Date with respect to the matters described in Section 20 hereof; the amount, if
any, of such retainer that exceeds the amount of such Transaction Costs and
Expenses shall be returned by Bingham to the Company promptly after the
Effective Date.

SECTION 10. INDEMNITY.

      In addition to any other indemnification obligations under the Existing
Documents or otherwise, the Company agrees to indemnify on demand and hold
harmless Wilmington Trust Company, the A Holders and the Transaction Advisors
and their respective officers, employees, affiliates, agents, representatives
and controlling persons (collectively, the "INDEMNITEES") from and against any
and all claims, damages, liabilities, losses and expenses of every kind and
nature (collectively "LIABILITIES"), including reasonable counsel fees and
disbursements as and when incurred, or in advance, if reasonably requested (and
including without limitation any Liabilities that are incurred by the
Indemnitees as a result of or arising out of the legal action that has been
commenced by DVB Bank AG and Wells Fargo Bank Northwest, National Association,
not in its individual capacity but solely as Owner Trustee, against Wilmington
Trust Company, not in its individual capacity but solely as Mortgagee, and
certain of the A Holders or the claims asserted therein), that may be imposed
on, incurred by or asserted against any such person or entity, relating to,
resulting from or arising out of or in connection with, in each case directly or
indirectly, any one or more of the Operative Agreements, the other Existing
Documents, the Other Restructure Agreements, any other document executed
pursuant to or contemplated by this Agreement, the bankruptcy case of the
Company and its affiliates, or the restructuring contemplated hereby, regardless
of whether such claims are made or such damages, liabilities, losses or expenses
are incurred before, on, or after the Effective Date.

                                       14

<PAGE>

SECTION 11. SEPARATE COUNTERPARTS.

      This Agreement may be executed in any number of counterparts (and each of
the parties hereto shall not be required to execute the same counterpart). Any
counterpart may be executed by facsimile signature and such facsimile signature
shall be deemed an original. Each counterpart of this Agreement including a
signature page executed by each of the parties hereto shall be an original, but
all of such counterparts together shall constitute one instrument.

SECTION 12. ENTIRE AGREEMENT.

      This Agreement and the Other Restructure Agreements, including all the
schedules, exhibits and annexes hereto and thereto, constitute the entire
agreement and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the amendments to the Existing
Documents which are the subject matter hereof and thereof.

SECTION 13. SURVIVAL.

      The representations and warranties made by each party herein shall
survive the Effective Date, the termination of this Agreement and the Other
Restructure Agreements or any Existing Document and any investigation made at
any time by any party hereto.

SECTION 14. HEADINGS.

      The headings of the various sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

SECTION 15. BINDING EFFECT; OPERATIVE AGREEMENT; FURTHER ASSURANCES.

      This Agreement shall be binding upon and inure to the benefit of the
parties hereto (and, with respect to Section 10 hereof, the A Holders) and their
respective heirs, successors and permitted assigns. Although the A Holders are
not parties hereto, any A Holder shall have the right to enforce directly
against the Company any rights that such A Holder has against the Company
pursuant to Section 10 hereof. The Company will at its own cost and expense make
such filings and take any other action as may be reasonably requested by the
Transaction Parties to preserve and protect any of their rights hereunder or
under any Existing Document.

SECTION 16. AMENDMENTS.

      The provisions of this Agreement may be modified or amended only by an
instrument or instruments in writing signed by each party hereto.

SECTION 17. SEVERABILITY.

      Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

                                       15

<PAGE>

SECTION 18. GOVERNING LAW; CONSENT TO JURISDICTION; AND WAIVER OF JURY TRIAL.

      (a)   THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK AND SHALL
IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF
NEW YORK.

      (b)   Each of the parties hereto, to the extent it may do so under
applicable law and subject to jurisdiction of any matters retained by the
Bankruptcy Court, for purposes hereof, hereby (i) irrevocably submits itself to
the non-exclusive jurisdiction of the courts of the State of New York sitting in
the City of New York, Borough of Manhattan, and to the non-exclusive
jurisdiction of the U.S. District Court for the Southern District of New York,
for the purposes of any suit, action or other proceeding arising out of this
Agreement, the subject matter hereof or any of the transactions contemplated
hereby brought by any party or parties hereto, or their successors or permitted
assigns and (ii) waives, and agrees not to assert, by way of motion, as a
defense, or otherwise, in any such suit, action or proceeding, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper or that this Agreement or the subject
matter hereof or any of the transactions contemplated hereby may not be enforced
in or by such courts; provided, that nothing in this paragraph shall be
construed as a waiver by any party of any right to seek to remove any such suit,
action or proceeding from a state court to a federal court or from a federal
court to a state court.

      (c)   EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN
ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE SUBJECT MATTER OF
ANY OF THE FOREGOING.

SECTION 19. LIMITATION OF LIABILITY.

      (a)   This Agreement has been executed by Wilmington Trust Company solely
in its capacity as, as the case may be, (i) the Mortgagee under the Mortgage
(subject to all of its rights, privileges and protections thereunder), (ii) the
Class A Trustee under the Class A Trust Agreement (subject to all of its rights,
privileges and protections thereunder) and (iii) the Subordination Agent under
the Intercreditor Agreement (subject to all of its rights, privileges and
protections thereunder), and not in its individual capacity. Wilmington Trust
Company in its individual capacity ("WTC") shall neither be deemed a party
hereto, nor responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Agreement or the other documents related hereto
or the transactions contemplated hereby; PROVIDED, HOWEVER, that WTC shall be
deemed an intended beneficiary of this Agreement. The obligations, agreements,
recitals and statements of fact contained in this Agreement and in the other
documents related hereto or contemplated hereby shall not be taken as the
obligations, agreements, recitals and statements of WTC, and WTC assumes no
responsibility therefor. The parties hereto shall look solely to the trust
estate under each of the Intercreditor Agreement, the Mortgage and the Class A
Trust

                                       16

<PAGE>

Agreement, as the case may be, for satisfaction of any and all claims and
liabilities arising out of the representations, warranties, covenants or other
obligations and agreements of the Subordination Agent, the Mortgagee and the
Class A Trustee hereunder, and not to WTC, all such claims and liabilities
against WTC being hereby waived.

      (b)   This Agreement 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.

SECTION 20. TERMS OF FORBEARANCE.

      It is contemplated by the Company that the Liquidity Providers may not
consent to the amendments to the Existing Documents referenced herein or in the
Other Aircraft Amendments pursuant to the condition set forth in Section 6(c)(i)
hereof and that such amendments (including without limitation Amendment No. 1
to Lease Agreement notwithstanding that Amendment No. 1 to Lease Agreement does
not contain any of the conditions set forth herein) will therefore not take
effect unless and until the condition set forth in Section 6(c)(ii) hereof (in
addition to each of the other conditions in Section 6) has been satisfied or
waived by the applicable party. It is also contemplated that the condition in
Section 6(u) hereof may not be satisfied on the Execution Date. Each of the
Mortgagee and the Owner Participant (as defined in Item 1(d) of Exhibit A)
agrees that, if all of the conditions set forth in Section 6 are satisfied (or
waived by the applicable party) other than the conditions in Section 6(c) and
(u), then for so long as no Amended Event of Default occurs, each of the
Mortgagee and the Owner Participant will forbear until the Forbearance
Termination Date (as defined below) from exercising remedies under the Operative
Agreements (without giving effect to the amendments thereof referenced herein)
as a result of the Lease Events of Default and Indenture Events of Default that
have occurred and are continuing, PROVIDED that, each of the Mortgagee and the
Owner Participant will no longer be obligated to so forbear from exercising
remedies under the Operative Agreements (even if no Amended Event of Default
occurs) if (x) the Section 6(c) Statements are not delivered pursuant to Section
6(c)(ii) prior to December 1, 2004 (the "FORBEARANCE TERMINATION DATE"), or (y)
the Exhibit 6(u) Agreements are not delivered in accordance with Section 6(u)
prior to the Forbearance Termination Date. As used herein, "Amended Event of
Default" means an event or circumstance that would constitute a Lease Event of
Default or Indenture Event of Default under the Operative Agreements if the
amendments referenced herein (and the waiver specified in Section 5 hereof) had
taken effect on the Execution Date (it being understood that each of the
Mortgagee and the Owner Participant shall have the right to give any notices
that it has the right to give under the Operative Agreements (as if the
amendments thereof referenced herein had taken effect) even though the Effective
Date has not occurred). If any Amended Event of Default occurs prior to the
Effective Date (or if the Forbearance Termination Date occurs prior to the
Effective Date), the Transaction Parties shall have, and shall have the right to
exercise, in accordance with the terms of the Operative Agreements (without
giving effect to the amendments thereof referenced herein), all of their
respective rights and remedies under the Operative Agreements (without giving
effect to the amendments thereof referenced herein), including without
limitation (a) any right of such Transaction Party to demand payment of any and
all amounts (together with any interest owed thereon) due and payable under the
Operative Agreements (without giving effect to the amendments thereof referenced
herein), regardless of

                                       17

<PAGE>

whether such amounts became due and payable before or after the Petition Date
and (b) the rights of the Mortgagee under Section 5.02 of the Trust Indenture;
PROVIDED that, if such Amended Event of Default is continuing on the Effective
Date, then (in addition to constituting an Amended Event of Default for purposes
of the forbearance provided for in this Section 20) such event or circumstance
shall (if and when any required notices have been given and any cure periods
have elapsed) constitute a Lease Event of Default and/or an Indenture Event of
Default, as applicable, on the Effective Date (or, if such notices were not
given prior to the Effective Date or such cure periods did not elapse prior to
the Effective Date, as soon thereafter as any such required notices have been
given and any such cure periods have elapsed). For the avoidance of doubt, the
Company (both in its capacity as a debtor-in-possession and as reorganized
debtor in accordance with the Plan of Reorganization and the Confirmation Order)
hereby acknowledges and confirms that (i) subject to the terms of this Section
20, all of its obligations under the Operative Agreements (without giving effect
to the amendments referenced herein) (x) are, and shall continue to be, in full
force and effect unless and until the Effective Date occurs, at which time such
obligations shall be amended as contemplated by the amendments referenced
herein, and (y) shall not be altered, modified or otherwise affected by the
confirmation of the Plan of Reorganization or the occurrence of the effective
date thereof, (ii) it has no right to, and will not take any action to, reject
the Lease or any other Operative Document at any time whether before or after
the Execution Date, and (iii) it will not propose or support any plan of
reorganization or any modification or amendment to the Plan of Reorganization
that is contrary to or inconsistent with any provision of this Section 20.

SECTION 21. AGREEMENTS REGARDING APPRAISALS.

      As and when requested from time to time by the Class A Trustee or the
Subordination Agent at any time after the Effective Date and prior to the
payment in full of the Class C Equipment Notes, the Company will (i) fully
cooperate with the Subordination Agent and assist the Subordination Agent in
promptly obtaining annual LTV Appraisals (as defined in the Intercreditor
Agreement) with respect to the Aircraft, PROVIDED that the Company shall not be
required unreasonably to disrupt its business in providing such cooperation, but
the Company shall nevertheless be required to make the Aircraft available to the
appraiser within a reasonable time after request therefor at places reasonably
acceptable to the appraiser in order to permit the appraiser to inspect the
Aircraft, (ii) promptly provide to the appraiser designated by the Class A
Trustee or the Subordination Agent access to each of the Aircraft at a location
reasonably convenient for such appraiser and access to all data and records
requested by such appraiser with respect to the Aircraft, (iii) pay, promptly
upon being billed therefor (which payment shall be made in advance if billed in
advance), for the costs of such LTV Appraisals and provide such indemnity as may
be reasonably requested by the Subordination Agent in connection with the
obtaining of the LTV Appraisals, and (iv) cooperate with the Class A Trustee and
the Subordination Agent in permitting the LTV Appraisals to be obtained by the
Subordination Agent and provided to (a) the Class A Trustee and (b) any A
Holders who request the LTV Appraisals on a privileged basis, to the maximum
extent that it is possible to do so.

                                       18

<PAGE>

SECTION 22. AGREEMENT REGARDING LIEN SUBORDINATION AGREEMENT.

      If requested to do so by the Company prior to the Effective Date, the
Owner Trustee and the Mortgagee will execute and deliver an Intercreditor and
Subordination Agreement in the form of Exhibit Q hereto (the "LIEN SUBORDINATION
AGREEMENT") contemporaneously with the execution of such agreement by lenders
providing Exit Financing to the Company. As used herein, "Exit Financing" means
the primary senior revolving credit facility of the Company pursuant to which
the lenders thereunder may make loans on a revolving basis and other letter of
credit accommodations secured by the Collateral (as defined in the Lien
Subordination Agreement).

   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. NEXT PAGE IS SIGNATURE PAGE.]

                                       19

<PAGE>

      The parties hereto have signed this Agreement as of the date first written
above.

                                       Sincerely yours,

                                       ATLAS AIR, INC.

                                       By: /s/ David W. Lancelot
                                           --------------------------
                                       Name:  David W. Lancelot
                                       Title: Chief Financial Officer

                                       ADDRESS:

                                       2000 Westchester Avenue
                                       Purchase, New York 10577-2543

                                       Attn:  Mr. William C. Bradley

                                       Fax:   (914) 701-8750
                                       Tel:   (914) 701-8395

                                           RESTRUCTURE AGREEMENT (OPTION LEASED)
                                                                          N491MC

<PAGE>

      The foregoing is hereby agreed as of the date thereof.

      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

      ADDRESS:

      299 S. Main Street, 12th Floor
      Salt Lake City, UT 84111

      Attn:  Michael Hoggan

      Fax:   (801) 246-5053
      Tel:   (801) 246-5630

                                           RESTRUCTURE AGREEMENT (OPTION LEASED)
                                                                          N491MC

<PAGE>

      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

      WILMINGTON TRUST COMPANY,
      NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS CLASS A TRUSTEE

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

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

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

      ADDRESS:

      Rodney Square North
      1100 Market Street
      Wilmington, Delaware 19890-0001

      Attn:  Corporate Trust Administration

      Fax:   (302) 636-4143
      Tel.:  (302) 636-6197

                                           RESTRUCTURE AGREEMENT (OPTION LEASED)
                                                                          N491MC

<PAGE>

      FINOVA CAPITAL CORPORATION,
      AS OWNER PARTICIPANT

      By: /s/ Maryann V. Richardson
          -------------------------
      Name:  Maryann V. Richardson
      Title: Vice President

      ADDRESS:

      4800 N. Scottsdale Road
      Scottsdale, Arizona 85251-7623

      Attn:  Maryann Richardson

      Fax:   (480) 636-6728
      Tel:   (480) 636-5405

<PAGE>



                   ATLAS AIR WORLDWIDE HOLDINGS, INC. ("AAWW")
                           EXHIBIT LIST FOR FORM 10-K
                     FOR FISCAL YEAR ENDED DECEMBER 31, 2004

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>
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
PROGRAM YEAR     REGISTRATION       RESTRUCTURE AGREEMENT TYPE      OWNER TRUSTEE         MORTGAGEE            OWNER PARTICIPANT
                 NUMBER
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
<C>               <C>               <C>                             <C>                   <C>                  <C>
1998             N494MC             Owned Aircraft Restructure      Wells Fargo Bank      Wilmington Trust     None
                                    Agreement                       Northwest, National   Company
                                                                    Association
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1998             N408MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     DAF Investments, Ltd.
                                    Agreement                       Northwest, National   Company
                                                                    Association
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1998             N492MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     Verizon Capital Corp.
                                    Agreement                       Northwest, National   Company
                                                                    Association
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1998             N493MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     Atlas Air, Inc.
                                    Agreement                       Northwest, National   Company              successor to
                                                                    Association                                Finova Capital Corp.
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1999             N495MC             Owned Aircraft Restructure      Wells Fargo Bank      Wilmington Trust     None
                                    Agreement                       Northwest, National   Company
                                                                    Association
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1999             N496MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     Atlas Air, Inc.
                                    Agreement                       Northwest, National   Company              successor to
                                                                    Association                                Bankers Commercial
                                                                                                               Corporation
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1999             N497MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     Atlas Air, Inc.
                                    Agreement                       Northwest, National   Company              successor to
                                                                    Association                                Bankers Commercial
                                                                                                               Corporation
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1999             N498MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     NCC Key Company
                                    Agreement                       Northwest, National   Company
                                                                    Association
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
1999             N499MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     The Fifth Third
                                    Agreement                       Northwest, National   Company              Leasing Company,
                                                                    Association                                Comerica Leasing
                                                                                                               Corporation, and
                                                                                                               Transamerica
                                                                                                               Aviation LLC
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
2000             N409MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     Atlas Air, Inc.
                                    Agreement                       Northwest, National   Company              successor to
                                                                    Association                                DV Bank AG
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
2000             N412MC             Leased Aircraft Restructure     Wells Fargo Bank      Wilmington Trust     Phillip Morris
                                    Agreement                       Northwest, National   Company              Capital Corporation
                                                                    Association
---------------- ------------------ ------------------------------- --------------------- -------------------- ---------------------
</TABLE>