EXHIBIT 10.7.2

                         AMENDMENT AGREEMENT (MSN 32838)

                           Dated as of August 1, 2003

                                     Between

                     TUOLUMNE RIVER AIRCRAFT FINANCE, INC.,
                                    as Lessor

                                       and

                                ATLAS AIR, INC.,
                                    as Lessee

                                  in respect of

                           LEASE AGREEMENT (MSN 32838)

                            Dated as of July 16, 2002

                                  Pertaining to

                          One Boeing 747-47UF Aircraft
                     Manufacturer's Serial Number 32838 and
                    United States Registration Number N416MC

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                                TABLE OF CONTENTS

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SECTION 1.    DEFINITIONS ......................................................    1

    (a)     Definitions as per Lease ...........................................    1

    (b)     Additional Definitions .............................................    1

SECTION 2.    WAIVERS AND RELEASES; ACKNOWLEDGEMENTS AND AGREEMENTS ............    4

    (a)     [Reserved] .........................................................    4

    (b)     Lessor Accommodations ..............................................    4

    (c)     Section 1110 Stipulation ...........................................    5

    (d)     Lessee Party Release ...............................................    7

    (e)     Expenses ...........................................................    7

    (f)     Restructuring Guaranties ...........................................    8

    (g)     Most Favored Nation Treatment ......................................    8

SECTION 3.    AMENDMENT OF THE LEASE ...........................................    9

    (a)     Amendment of Section 3(b) ..........................................    9

    (b)     Amendment of Section 3(c) ..........................................   10

    (c)     Amendment of Section 3(g) ..........................................   10

    (d)     Amendment of Section 7(a)(1) .......................................   11

    (e)     Amendment of Section 7(c) ..........................................   13

    (f)     Amendment of Section 9 .............................................   13

    (g)     Amendment of Section 14 ............................................   15

    (h)     Amendment of Section 15(c) .........................................   16

    (i)     Amendment of Section 15(d) .........................................   17

    (j)     Amendment of Section 17 ............................................   17

    (k)     Amendment of Section 18 ............................................   17

    (l)     Amendment of Section 19 ............................................   17

    (m)     Amendment of Section 20 ............................................   18

    (n)     Amendment of Section 28 ............................................   18

    (o)     Amendment of Section 29 ............................................   18

    (P)     Amendment of Exhibit B-1 ...........................................   18

    (q)     Amendment of Exhibits B-2 and B-3 ..................................   19
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                                TABLE OF CONTENTS
                                   (continued)

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    (r)      Amendment of Exhibit C ............................................   19

    (s)      Amendments to Annex A .............................................   19

SECTION 4.     EFFECTIVE DATE AND CONDITIONS PRECEDENT .........................   23

    (a)      Effective Date and Conditions Precedent ...........................   23

    (b)      Waiver or Deferral of Conditions Precedent ........................   24

    (c)      Delivery by Telecopy ..............................................   24

SECTION 5.     REPRESENTATIONS AND WARRANTIES ..................................   24

    (a)      Lessee Representations and Warranties .............................   24

    (b)      Lessor Representations and Warranties .............................   26

SECTION 6.     EFFECT OF THIS AGREEMENT; CERTAIN TAX TREATMENT .................   27

SECTION 7.     TERM SHEET SUPERSEDED; OTHER TERM SHEET MATTERS .................   27

SECTION 8.     RESERVATION OF RIGHTS ...........................................   28

SECTION 9.     FURTHER ASSURANCES ..............................................   28

SECTION 10.    TIME OF THE ESSENCE; INTEREST AT PAST DUE RATE ..................   28

SECTION 11.    SURVIVAL ........................................................   28

SECTION 12.    JURISDICTION ....................................................   29

SECTION 13.    MISCELLANEOUS ...................................................   29

SECTION 14.    DATING AND EFFECTIVENESS ........................................   29
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                         AMENDMENT AGREEMENT (MSN 32838)

            This AMENDMENT AGREEMENT (MSN 32838) (this "AGREEMENT"), dated as
of August 1, 2003, between TUOLUMNE RIVER AIRCRAFT FINANCE, INC., a corporation
organized and existing pursuant to the laws of the State of Delaware ("LESSOR"),
and ATLAS AIR, INC., a corporation organized and existing pursuant to the laws
of the State of Delaware ("LESSEE").

                              W I T N E S S E T H :
                              - - - - - - - - - -

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

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

            WHEREAS, pursuant to, and as contemplated by, the Term Sheet, Lessor
and Lessee are entering into this Agreement for purposes of setting forth the
agreement of Lessor and Lessee with respect to the Lease Amendments (in greater
specificity than is set forth in the Term Sheet).

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

      SECTION 1. DEFINITIONS.

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

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

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

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

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

<PAGE>

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

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

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

            "EFFECTIVE DATE" means NOVEMBER 18, 2003.

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

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

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

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

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

            "LEASE" means the Lease Agreement (MSN 32838), dated as of July 16,
2002, between Lessor and Lessee; PROVIDED, HOWEVER, that as used in any
provision of this Agreement, other than any provision contained in Section 3 or
6 hereof, "LEASE" means the Lease, as amended hereby.

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

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

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

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

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

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

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

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

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

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

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

            "POLAR" means Polar Air Cargo, Inc., a California corporation.

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

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

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

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

            "TAX INDEMNITY AGREEMENT" means the Tax Indemnity Agreement, dated
as of July 16, 2002, between Lessor and Lessee, in respect of the Aircraft;
PROVIDED, HOWEVER, that as used in any provision of this Agreement, other than
Section 3 or 6 hereof, "TAX INDEMNITY

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AGREEMENT" means the Tax Indemnity Agreement, as amended by the Tax Indemnity
Agreement Amendment.

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

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

      SECTION 2. WAIVERS AND RELEASES; ACKNOWLEDGEMENTS AND AGREEMENTS.

            (a) [Reserved].

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

                  (i) Lessee failed to pay when due an installment of Basic Rent
      under and as defined in the Other Aircraft Lease to which Lessee is a
      party; and, under and pursuant to, and subject to the terms, provisions
      and conditions of, the Term Sheet and the Other Restructuring Lease
      Amendment pertaining to such Other Aircraft Lease, the Affiliate of Lessor
      that is the lessor under such Other Aircraft Lease, waived such payment
      default under such Other Aircraft Lease and agreed to certain rental
      restructuring; and Lessee has received and will receive considerable
      benefit from such waiver, rental restructuring and forbearances from
      exercise of remedies;

                  (ii) Polar failed to pay when due an installment of Basic Rent
      under and as defined in each Other Aircraft Lease to which Polar is a
      party; and, under and pursuant to, and subject to the terms, provisions
      and conditions of, the Other Term Sheet and the Other Restructuring Lease
      Amendment pertaining to each such Other Aircraft Lease, the Affiliate of
      Lessor that is the lessor or sublessor under such Other Aircraft Lease,
      waived such payment default under such Other Aircraft Lease and granted
      certain rental deferrals or restructurings and forbearances from exercise
      of remedies (including, without limitation, termination of such Other
      Aircraft Lease and repossession of the aircraft leased pursuant thereto);
      and, because Lessee and Polar are Subsidiaries of Atlas Holdings and
      integral parts of a business enterprise controlled by Atlas Holdings,
      Lessee has received and will receive considerable benefit from such
      waivers, rent deferrals and forbearances from exercise of remedies (the
      rental deferrals and forbearances from exercise of remedies referred to in
      clause (i) above and in this clause (ii) of this Section 2(b) being,
      collectively, the "LESSOR ACCOMMODATIONS");

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

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                  (iv) Lessor and its Affiliates have acted to their detriment
      in making the Lessor Accommodations (in lieu of terminating the Other
      Aircraft Leases to which they are parties and repossessing the aircraft
      thereunder).

            (c) SECTION 1110 STIPULATION.

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

                  (ii) The Section 1110 Stipulation shall provide that:

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

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

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

                        (D) Upon termination of the Forbearance Period (if the
            Forbearance Period terminates for any reason other than the
            occurrence of a Forbearance Default or the occurrence of Lease
            Assumption) or on the second Business Day next following the
            termination of the Forbearance Period (if the Forbearance Period
            terminates by reason of the occurrence of a Forbearance Default),
            Lessee shall, at Lessee's cost and expense, (I) return to Lessor, at
            a location designated by Lessor, the Airframe, with the Engines then
            installed thereon, and with all parts, equipment, components,
            systems, logs, manuals, records and documents (in the nature of
            "Aircraft Documents" as defined in the Lease Agreement Enumerating
            Aircraft Documents (as such term is defined in the

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<PAGE>

            Restructuring Letter Agreement)) relating to, or forming part of,
            the Airframe and/or the Engines (collectively the "AIRCRAFT AND
            RELATED MATERIALS"), as the Aircraft and Related Materials are
            required to be returned to Lessor at expiration or termination of
            the Lease, and (II) from time to time upon request of Lessor,
            cooperate reasonably with Lessor or its representative to provide
            such information with respect to any or all of the Aircraft and
            Related Materials as may be requisite for Lessor (Y) to perform any
            applicable governmental filings or to obtain any applicable
            governmental certification or registration pertaining to any or all
            of the Aircraft and Related Materials, or (Z) to cause the Aircraft
            to be in condition for operation, re-lease or sale by Lessor. Upon
            termination of the Forbearance Period (if the Forbearance Period
            terminates for any reason other than the occurrence of Lease
            Assumption), the Lease shall be deemed rejected.

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

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

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

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            shall not constitute the assumption by Lessee of the Lease or an
            agreement by Lessee to assume the Lease.

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

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

            (e) EXPENSES.

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

                  (ii) Lessee agrees that, on demand, Lessee shall pay or
      reimburse Lessor, Affiliates of Lessor and Serviced Lessor for two-ninths
      (2/9ths) of all out of

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<PAGE>

      pocket costs and expenses (including, without limitation, legal and other
      professional fees and expenses) incurred or payable by Lessor, Affiliates
      of Lessor and Serviced Lessor in connection with or related to (a) the
      issuance of each guaranty pursuant to and as required by Section 2(f) of
      each of this Agreement, each Other Restructuring Lease Amendment and the
      Additional Restructuring Lease Amendment, (b) the issuance of Common Stock
      pursuant to and as required by the Restructuring Letter Agreement and each
      Other Restructuring Letter Agreement, and (c) the preparation,
      negotiation, execution and delivery of amendments and other documents
      pursuant to and as required by Section 2(g) of each of this Agreement, the
      Other Restructuring Lease Amendments and the Additional Restructuring
      Lease Amendment.

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

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

            (g) MOST FAVORED NATION TREATMENT. Lessee agrees that if Lessee
Parties (or one or more thereof) enter(s) into definitive documents with respect
to the restructuring,

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<PAGE>

modification or amendment of their (or any of their) obligations to an Other
Lessor (such restructuring, modification or amendment being referred to as an
"OTHER LESSOR RESTRUCTURING") which provide(s) for such Other Lessor to receive
(as part of the Restructuring Program) a lease or sublease rate or other
economic terms, economic provisions or economic conditions that, taking into
account all prevailing facts and circumstances, are more favorable to such Other
Lessor than the lease rate or other economic terms, economic provisions or
economic conditions received by Lessor (as part of the Restructuring Program)
and set Forth in this Agreement and/or reflected in the Operative Documents
after giving effect to this Agreement and/or the Tax Indemnity Agreement
Amendment, then, (i) within thirty (30) days after such entry into such
definitive documents with respect to such Other Lessor Restructuring. Lessee
shall notify Lessor thereof, and (ii) within forty five (45) days after the
request therefor (if any) by Lessor, this Agreement, the Restructuring Letter
Agreement, the Lessee Party Acknowledgments and Agreements and the Operative
Documents shall be amended and/or modified in such manner and to such extent as
may be requisite to provide to Lessor (as part of the Restructuring Program) a
lease rate and other economic terms, economic provisions and economic conditions
that, taking into account all prevailing facts and circumstances, are the same
as the lease or sublease rate and other economic terms, economic provisions and
economic conditions provided to such Other Lessor pursuant to such Other Lessor
Restructuring and the documents relating to such Other Lessor Restructuring.
Notwithstanding anything herein which may be to the contrary, Lessee and Lessor
agree that Lessor's "most favored nation treatment" with respect to the
restructuring, modification and/or amendment of the obligations of Lessee
Parties under and/or in respect of (i) the 1998 7.38% Atlas Air Pass Through
Certificates, Series A, (ii) the 1999 7.20% Atlas Air Pass Through Certificates,
Series A-1, and (iii) the 2000 8.707% Atlas Air Pass Through Certificates,
Series A and, in each case, the lease agreements, lease indentures, leased
equipment notes, indentures, owned equipment notes and other documents and
instruments executed, delivered and/or issued in connection with such
Certificates, shall be as provided in the Restructuring Letter Agreement.

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

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

                  (b) BASIC RENT.

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

                        (ii) Lessor and Lessee agree that Lessee's liability for
            purposes of Section 467 of the Code on account of the use of the
            Aircraft in accordance with this Lease shall be as stated on EXHIBIT
            B-1. It is the intention of the parties

                                       -9-

<PAGE>

            hereto that the allocation of Basic Rent as provided in EXHIBIT B-1
            constitutes a specific allocation of fixed rent within the meaning
            of Treasury Regulation Section 1.467-1(c)(2)(ii)(A) with the effect
            that, pursuant to Treasury Regulation Section 1.467-1(d) and
            1.467-2, each of Lessor and Lessee, on any federal income tax
            returns filed by it (or on any return on which its income is
            included), shall accrue for purposes of Section 467 of the Code the
            amounts of rental income and rental expense, respectively, set forth
            for each period under the column with the heading "Basic Rent
            Payment" on EXHIBIT B-1 and for purposes of Section 467 of the Code
            shall include the amounts in income or as an expense, respectively,
            for each taxable year in accordance with Treasury Regulations
            Section 1.467-1(d)(1).

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

                  (c) ADJUSTMENTS TO BASIC RENT.

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

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

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

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

                        (g) VERIFICATION. Any recalculation of Basic Rent
            amounts, Termination Value amounts and Event of Default Termination
            Value amounts pursuant to this Lease shall be calculated by Lessor
            in accordance with SECTION 3(c); PROVIDED, HOWEVER, that if Lessee
            believes that such calculations by Lessor

                                      -10-

<PAGE>

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

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

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

                                      -11-

<PAGE>

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

                                      -12-

<PAGE>

            applicable provisos to this clause (B) and each applicable Storage
            Program with respect to the grounding and storage (including
            maintenance during storage) of the Grounded Aircraft, the Grounded
            Engines and the Separately Grounded Engines for the duration (and at
            the termination) of the grounding thereof);

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

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

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

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

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

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

                                      -13-

<PAGE>

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

                                      -14-

<PAGE>

            may revoke a Termination Notice delivered under SECTION 9(a) no more
            than four (4) times during the Term.

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

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

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

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

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

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

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

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

                                      -15-

<PAGE>

            observe (or cause to be performed or observed) any covenant or
            agreement to be performed or observed (or caused to be performed or
            observed) by it under SECTION 2(c) or SECTION 2(f) of the Amendment
            Agreement or the analogous provision of any of the Other
            Restructuring Lease Amendments or under PART I of the Restructuring
            Letter Agreement or the analogous provision of any of the Other
            Restructuring Letter Agreements; or

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

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

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

                                      -16-

<PAGE>

            an annual rate equal to 8.6%; or (ii) an amount equal to the excess,
            if any, of the Event of Default Termination Value for the Aircraft,
            computed as of the Termination Value Date in such notice over the
            fair market sales value of the Aircraft (computed as provided below
            in this Section) as of the Termination Value Date in such notice.

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

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

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

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

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

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

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

                        (4)   TERMINATION VALUE. The amounts which are payable
            during any Renewal Term or any Additional Renewal Term in respect of
            Termination Value and Event of Default Termination Value with
            respect to the Aircraft shall take into account the fair market
            sales value (as computed pursuant to SECTION 19(c)) of the Aircraft
            as of the commencement of such Renewal Term or such Additional
            Renewal Term and the fair market sales value (as computed pursuant

                                      -17-

<PAGE>

            to SECTION 19(c)) at the end of such Renewal Term or such Additional
            Renewal Term and shall decline ratably on a monthly basis and shall
            be in the amounts set forth in EXHIBIT C-2 to this Lease (as EXHIBIT
            C-2 to this Lease shall be agreed upon by Lessor and Lessee and
            incorporated in this Lease (in the case of such Renewal Term) or
            amended (in the case of such Additional Renewal Term) at the time
            such Renewal Term or such Additional Renewal Term commences) or, if
            applicable, in accordance with SECTION 7(a)(i) of the Tax Indemnity
            Agreement, SCHEDULE B to the Tax Indemnity Agreement (as SCHEDULE B
            to the Tax Indemnity Agreement shall be agreed upon by Lessor and
            Lessee and amended at the time such Renewal Term or such Additional
            Renewal Term commences).

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

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

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

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

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

            (o)   AMENDMENT OF SECTION 29. Section 29 of the Lease is amended by
changing the first clause of the first sentence thereof (preceding the word
"except" which appears therein) to read as follows: "Lessee and Lessor shall
keep EXHIBITS B, B-1, B-4, C-1 and C-2 and ANNEX B to this Lease and the Tax
Indemnity Agreement confidential and shall not disclose, or cause to be
disclosed, the same to any Person,".

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

                                      -18-

<PAGE>

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

            (r)   AMENDMENT OF EXHIBIT C. Exhibit C to the Lease is amended by
(i) re-lettering such Exhibit as EXHIBIT C-1 to the Lease, and (ii) changing the
text thereof to read in its entirety as set forth on Exhibit II to this
Agreement (other than the first page thereof).

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

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

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

                        "BASIC TERM EXPIRATION DATE" means July 17, 2022, or
            such earlier date as the Lease may be terminated in accordance with
            the provisions thereof.

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

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

                        "NET PRESENT VALUE OF RENTS" means the net present
            value, as of April 11, 2003, of Basic Rent set forth on EXHIBIT B-1
            to the Lease for all Rent Payment Dates on and after April 11, 2003
            discounted at a rate per Lease Period equal to (a) 8.6% divided by
            (b) the number of Lease Periods per year.

                        "RENT PAYMENT DATE" means (a) July 17, 2002, (b) the
            17th day of each succeeding month to and including March 17, 2003,
            (c) April 11, 2003, (d) the 11th day of each succeeding month during
            the Basic Term, (e) the Basic Term Expiration Date, and (f) the last
            Business Day of any Renewal Term or Additional Renewal Term.

                                      -l9-

<PAGE>

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

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

                        "AMENDMENT AGREEMENT" means the Amendment Agreement (MSN
            32838), dated as of August 1, 2003, between Lessor and Lessee.

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

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

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

                        "EXCEPTED ENGINE" means an Engine that, at any time at
            which the Airframe is grounded pursuant to SECTION 7(a)(i) of the
            Lease, (i) is installed on an airframe other than the Airframe as
            permitted in accordance with the Lease, (ii) is in maintenance
            (other than maintenance pursuant to a Storage Program), (iii) is on
            the ground for a temporary period consistent with airline industry
            practice in the United States, or (iv) is used by Lessee as a spare
            engine consistent with airline industry practice in the United
            States.

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

                                      -20-

<PAGE>

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

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

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

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

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

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

                        "OTHER RESTRUCTURING LEASE AMENDMENT" means an Amendment
            Agreement, dated as of August 1, 2003, pertaining to one of the
            Other Aircraft Leases; and "OTHER RESTRUCTURING LEASE AMENDMENTS"
            means all seven of such amendment agreements.

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

                                      -21-

<PAGE>

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

                        "RESTRUCTURING LETTER AGREEMENT" means the letter
            agreement, dated as of August 1, 2003, and captioned "Restructuring
            Letter Agreement (MSN 32838)", between Lessor and Lessee.

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

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

                        "SUBSIDIARY" means, with respect to a Person, (a) any
            corporation of which more than fifty percent (50%) of the
            outstanding stock having ordinary voting power to elect a majority
            of its board of directors, regardless of the existence at the time
            of a right of the holders of any class or classes of securities of
            such corporation to exercise such voting power by reason of the
            happening of any contingency, or any partnership or limited
            liability company of which more than fifty percent (50%) of the
            outstanding Ownership Interests, is at the time owned directly or
            indirectly by such Person, or by one or more Subsidiaries of such
            Person, or by such Person and one or more Subsidiaries of such
            Person, or (b) any other entity which is directly or indirectly
            controlled or capable of being controlled by such Person, or by one
            or more Subsidiaries of such Person, or by such Person and one or
            more Subsidiaries of such Person. For purposes of this definition,
            "control" (including "controlled by") means, with respect to a
            Person,

                                      -22-

<PAGE>

            the power, directly or indirectly, to direct or cause the direction
            of the management and policies of such Person.

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

      SECTION 4. EFFECTIVE DATE AND CONDITIONS PRECEDENT.

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

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

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

                        (B)   a Lessee Party Acknowledgement and Agreement of
            each Lessee Party other than Lessee, duly executed by such Lessee
            Party;

                        (C)   favorable opinions of (1) Cahill Gordon & Reindel
            LLP, special counsel for Lessee and the other Lessee Parties, and
            (2) Crowe & Dunlevy, special FAA counsel for Lessee, each dated the
            Effective Date, as to such matters relating to this Agreement, the
            Lease, the Tax Indemnity Agreement and the Restructuring Letter
            Agreement and the transactions contemplated hereby and thereby, as
            Lessor shall have reasonably requested; and

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

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

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

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

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

                                      -23-

<PAGE>

                        (C)   favorable opinions of (1) Paul, Hastings, Janofsky
            & Walker LLP, special counsel for Lessor, and (2) Christopher Beers,
            Esq., inside counsel for Lessor, each dated the Effective Date, as
            to such matters relating to this Agreement, the Lease, the Tax
            Indemnity Agreement and the Restructuring Letter Agreement and the
            transactions contemplated hereby and thereby, as Lessee shall have
            reasonably requested.

            (b)   WAIVER OR DEFERRAL OF CONDITIONS PRECEDENT.

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

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

            (c)   DELIVERY BY TELECOPY. Lessor, Lessee and (by its execution and
      delivery of its Lessee Party Acknowledgment and Agreement) each other
      Lessee Party agrees that delivery of an executed counterpart or an
      executed copy of any document, instrument or agreement required to be
      delivered pursuant to Section 4(a) or 4(b) of this Agreement by telecopy
      shall be equally as effective as delivery of an original executed
      counterpart or an original, as applicable, of such document, instrument or
      agreement. If Lessor, Lessee or any other Lessee Party delivers an
      executed counterpart or an executed copy of any document, instrument or
      agreement required to be delivered pursuant to Section 4(a) or 4(b) of
      this Agreement by telecopy, such person shall deliver an original executed
      counterpart or an original, as applicable, of such document, instrument or
      agreement, but the failure to deliver such original executed counterpart
      or such original, as applicable, shall not affect the validity,
      enforceability or binding effect of such document, instrument or
      agreement.

      SECTION 5. REPRESENTATIONS AND WARRANTIES.

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

                                      -24-

<PAGE>

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

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

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

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

                                      -25-

<PAGE>

                  (v)   NO DEFAULT. No event has occurred and is continuing, or
      would result from the effectiveness of this Agreement, the Restructuring
      Letter Agreement or the Tax Indemnity Agreement Amendment, which
      constitutes a Default or an Event of Default under and as defined in the
      Lease.

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

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

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

                  (iii) GOVERNMENTAL APPROVALS. The execution and delivery by
      Lessor of this Agreement, the Restructuring Letter Agreement and the Tax
      Indemnity Agreement Amendment and the performance by Lessor of its
      obligations under this Agreement, the Restructuring Letter Agreement, the
      Lease and the Tax Indemnity Agreement did not, do not and will not require
      the consent or approval of, or the giving of notice to, or the
      registration with, or the recording or filing of any documents with, or
      the taking of any other action in respect of, any Governmental Entity,
      other than (a) the filing of this Agreement with the FAA and (b) filings,
      recordings, notices or other ministerial actions pursuant to any routine
      recording, contractual or regulatory requirements applicable to Lessor.

                                      -26-

<PAGE>

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

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

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

      SECTION 7. TERM SHEET SUPERSEDED; OTHER TERM SHEET MATTERS. This
Agreement, the Restructuring Letter Agreement, the Other Restructuring Lease
Amendments and the Other Restructuring Letter Agreements supersede the Term
Sheet and the Other Term Sheet in their respective entireties. This Agreement
and the Restructuring Letter Agreement supersede the Term Sheet in its entirety
to the extent the Term Sheet relates to the Lease. Lessor, Lessee and (by its
execution and delivery of its Lessee Party Acknowledgment and Agreement) each
other Lessee Party acknowledge and agree that all moneys deposited by Lessees
(as defined in the Term Sheet and the Other Term Sheet) in escrow pursuant to
the Term Sheet and the Other Term Sheet have been released from escrow and
applied to the payment of the installments of Basic Rent under the Leases (as
the terms "Basic Rent and "Leases" are defined in the Term Sheet and the Other
Term Sheet) that are the subject of the Specified Payment Defaults under the
Leases (as the terms "Specified Payment Defaults" and "Leases" are defined in
the Term Sheet and the Other Term Sheet). Lessor, Lessee and (by its execution
and delivery of its Lessee Party Acknowledgment and Agreement) each other Lessee
Party further acknowledge and agree that

                                      -27-

<PAGE>

GECAS has fully performed all obligations to be performed by GECAS under the
Term Sheet (including, without limitation, Section 5 thereof) and the Other Term
Sheet.

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

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

      SECTION 10. TIME OF THE ESSENCE; INTEREST AT PAST DUE RATE. Time is of the
essence with respect to each provision of this Agreement, the Restructuring
Letter Agreement, the Tax Indemnity Agreement Amendment and each of the
Operative Documents in which time is a factor. Amounts not paid by Lessee when
due pursuant to Section 2(e) hereof shall bear interest at the Past Due Rate
from and including the date when due to but excluding the date when paid in
full.

      SECTION 11. SURVIVAL. All covenants, agreements, representations and
warranties made in this Agreement and in any certificates, documents or
instruments delivered pursuant hereto shall survive the execution and delivery
of this Agreement and the occurrence of the Effective

                                      -28-

<PAGE>

Date pursuant hereto; and the agreements contained in Sections 2(d), 2(e), 7 and
8 of this Agreement shall survive termination of the Lease.

      SECTION 12. JURISDICTION. Lessor and Lessee each hereby irrevocably
submits itself to the non-exclusive jurisdiction of the United States of America
District Court for the Southern District of New York and to the non-exclusive
jurisdiction of the Supreme Court of the State of New York, New York County, 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 Lessor, Lessee, or their successors or permitted assigns.

      SECTION 13. MISCELLANEOUS. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. No term or provision of
this Agreement may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by Lessor and Lessee. The section and
paragraph headings in this Agreement and the table of contents are for
convenience of reference only and shall not modify, define, expand or limit any
of the terms or provisions hereof and all references herein to numbered
sections, unless otherwise indicated, are to sections of this Agreement. This
Agreement shall inure to the benefit of, and shall be binding upon, Lessor and
Lessee and their respective successors and permitted assigns. All references
herein to a Person (including, without limitation, Atlas Holdings) shall mean
and include any successor to such Person. This Agreement, the Tax Indemnity
Agreement Amendment, the Restructuring Letter Agreement and the Operative
Documents (i) constitute (as of the Effective Date) the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof, (ii)
supersede all prior and contemporaneous understandings and agreements of such
parties with respect to such subject matter, and (iii) may not be contradicted
by evidence of prior, contemporaneous or subsequent oral agreements of the
parties hereto with respect to such subject matter (it being understood and
agreed, however, that nothing contained herein shall (or shall be deemed or
construed to) supersede or to otherwise alter, limit or affect, in any manner or
to any extent, any term or provision of any Other Restructuring Lease Amendment,
any Tax Indemnification Agreement Amendment or Tax Indemnity Agreement Amendment
(as defined in any Other Restructuring Lease Amendment) or any Other
Restructuring Letter Agreement); and there are no oral agreements of the parties
hereto with respect to such subject matter. THIS AGREEMENT HAS BEEN DELIVERED IN
THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

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

                            [Signature Page Follows]

                                      -29-

<PAGE>

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

                                TUOLUMNE RIVER AIRCRAFT FINANCE, INC.,
                                as Lessor

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

                                ATLAS AIR, INC.,
                                as Lessee

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







































               [Signature Page to Amendment Agreement (MSN 32838)]

<PAGE>

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

                                TUOLUMNE RIVER AIRCRAFT FINANCE, INC.,
                                as Lessor

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

                                ATLAS AIR, INC.,
                                as Lessee

                                By /s/ William C. Bradley
                                   ---------------------------------
                                   Name:  William C. Bradley
                                   Title: Vice President & Treasurer








































               [Signature Page to Amendment Agreement (MSN 32838)]

<PAGE>

                           SCHEDULE TO EXHIBIT 10.7.2

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>
--------------------------------------------------------------------------------------------------------------
REGISTRATION        MANUFACTURER'S          LESSEE          LESSOR                   AGREEMENT
NUMBER              SERIAL NUMBER(S)
--------------------------------------------------------------------------------------------------------------
<S>                 <C>                     <C>             <C>                      <C>
N418MC              32840                   Atlas Air,      AFS Investments          Amendment
                                            Inc.            XL-LLC                   Agreement, dated
                                                                                     August 1, 2003,
                                                                                     between AFS
                                                                                     Investments XL-LLC.,
                                                                                     as Lessor and Atlas
                                                                                     Air, Inc., as Lessee in
                                                                                     respect of Lease dated
                                                                                     November 22, 2002
                                                                                     with respect to
                                                                                     Aircraft N418MC
--------------------------------------------------------------------------------------------------------------
</TABLE>


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